INTELLECTUAL ASSETS Sample Clauses

INTELLECTUAL ASSETS. Except as otherwise set forth herein:

INTELLECTUAL ASSETS. All Intellectual Assets including but not limited to design control records, manufacturing documents, quality control documents, technical support records, historical files, standard operating procedures, customer lists, vendor lists, copies of FDA submissions, computer files, notebooks, processes reduced to writing, spread sheets, formulas, and the like and any and all other documentation that will assist the Buyer in producing, selling and marketing Products. The conveyance of the intellectual assets will be made by the employees of Sangui Biotech, Inc. at 1000 Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxx, Xxxxxxxxxx.

INTELLECTUAL ASSETS. Except as set forth in Neurosmith's Disclosure Schedule 4.5 and except for the T&C Claims, to the Knowledge of Neurosmith: (i) Neurosmith is the owner of all right, title and interest in and to each of the Intellectual Assets (excluding the Miscellaneous Assets, which are transferred "as is" without representation) free and clear of all Liens, other than Permitted Liens; (ii) none of the Intellectual Assets (other than Miscellaneous Assets) is subject to any Taxes, maintenance fees or actions falling due within 90 days after the date hereof (it being understood that not all of trademarks have been registered and that this representation does not relate to registration fees or actions for trademarks); (iii) there are no pending claims, actions, judicial or other adversary proceedings, disputes or disagreements involving Neurosmith concerning any item of the Intellectual Assets, and no such action, proceeding, dispute or disagreement is threatened; (iv) the Intellectual Assets do not infringe upon the Intellectual Property Rights of any third person, including patent, copyright, and trade secrets; (iii) all officers, employees and consultants of Neurosmith who were involved in any material manner in developing any of the Intellectual Assets) have executed and delivered to Neurosmith agreements regarding the protection of proprietary information and the assignment to Neurosmith of all Intellectual Property Rights arising from the services performed for Neurosmith by such Persons, and Neurosmith has made available to Small World or its counsel copies of all such agreements; and (iv) no employee or consultant of Neurosmith violated any term of any employment Contract, disclosure agreement, non-competition agreement or any other Contract or restrictive covenant relating to the right of such Person to be employed or engaged by Neurosmith or to use the Intellectual Property rights of others. Neurosmith makes no representation that any Intellectual Property Right in any Intellectual Asset is valid and enforceable. A list of trademarks and patents and patent applications is set forth on Exhibit C.