Intellectual Property Matters Clause Samples

Intellectual Property Matters. The Borrower owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and (to the best of its knowledge) the Borrower is not liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, to the extent that such revocation, infringement or liability would reasonably be expected to have a Material Adverse Effect.

Intellectual Property Matters. Each of the Borrowers and its Subsidiaries owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service ▇▇▇▇, service ▇▇▇▇ rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and neither the Borrowers nor any Subsidiaries thereof are liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

Intellectual Property Matters. Each of the Borrower and its Restricted Subsidiaries owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service ▇▇▇▇, service ▇▇▇▇ rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business. Except to the extent that it could not reasonably be expected to have a Material Adverse Effect, no event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and neither the Borrower nor any Restricted Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

Intellectual Property Matters. Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service ▇▇▇▇, service ▇▇▇▇ rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

Intellectual Property Matters. The Company shall use its best efforts to preserve its ownership rights to the Intellectual Property free and clear of any liens, claims or encumbrances and shall use its best efforts to assert, contest and prosecute any infringement of any issued foreign or domestic patent, trademark, service mark, ▇▇ade name or copyright that forms a part of the Intellectual Property or any misappropriation or disclosure of any trade secret, confidential information or know-how that forms a part of the Intellectual Property.

Intellectual Property Matters. (a) Peabody and its Affiliates hereby unconditionally grant to the JV Entities as of the Closing a non-exclusive, royalty-free, perpetual, irrevocable, fully paid-up license (with the right to grant sublicenses) to use the Peabody Retained IP (other than the Peabody Retained Marks) as it exists as of the Closing; provided, however, that the Parties shall cause the JV Entities not to sublicense or disclose any confidential Peabody Retained IP to any Person unless such Person is subject to a customary obligation of confidentiality. Each of Peabody and its Affiliates, on the one hand, and the JV Entities, on the other hand, may modify or improve the Peabody Retained IP licensed pursuant to this Section 6.20(a), and the Person making such modifications or improvements shall own all right, title and interest therein. (b) Arch and its Affiliates hereby unconditionally grant to the JV Entities as of the Closing a non-exclusive, royalty-free, perpetual, irrevocable, fully paid-up license (with the right to grant sublicenses) to use the Arch Retained IP (other than the Arch Retained Marks) as it exists as of the Closing; provided, however, that the Parties shall cause the JV Entities not to sublicense or disclose any confidential Arch Retained IP to any Person unless such Person is subject to a customary obligation of confidentiality. Each of Arch and its Affiliates, on the one hand, and the JV Entities, on the other hand, may modify or improve the Arch Retained IP licensed pursuant to this Section 6.20(b), and the Person making such modifications or improvements shall own all right, title and interest therein. (c) From and after the Closing, except as expressly provided in this Section 6.20(c), the Parties shall cause the JV Entities not to use the Peabody Retained Marks or the Arch Retained Marks alone or together with other words, logos, symbols or designs in any form, variation or manner in connection with any business that the JV Entities may thereafter conduct. The JV Entities shall use commercially reasonable efforts to remove and cease use of all Peabody Retained Marks or Arch Retained Marks, including removing or replacing all logos and signage on tangible items included in the Contributed Assets, as promptly as reasonably practicable but in any event no later than the date that is six months after the Closing Date; provided, however, that during such six-month period, the JV Entities may continue to use any tangible items included in the Contributed Asset...

Intellectual Property Matters. (a) Section 3.11(a) of the Disclosure Schedule sets forth an accurate and complete list of all issued Patents and pending Patent applications. For each Patent listed on Section 3.11(a) of the Disclosure Schedule the Seller Parties have indicated (i) the countries in which such Patent is pending, allowed, granted or issued, (ii) including a notation of any term extensions, the patent number and/or patent application serial number, (iii) the scheduled expiration date of each such issued Patent, (iv) the expected scheduled expiration date of each Patent issuing from such pending Patent application once issued and (v) the registered owner thereof. (b) Except as otherwise set forth on Section 3.11(a) of the Disclosure Schedule, the Seller is the sole and exclusive owner of each of the Patents listed on Section 3.11(a) of the Disclosure Schedule and each of the inventions claimed in such Patents. (c) To the Knowledge of the Seller, in each Patent listed on Section 3.11(a) Schedule, there is at least one valid claim (treating pending claim as if issued) that would be infringed by the Exploitation of the Covered Products, as applicable. (d) There are no unpaid maintenance or renewal fees payable by the Seller Parties to any Third Party that currently are overdue for any of the Patents. No Patents listed on Section 3.11(a) of the Disclosure Schedule have lapsed or been abandoned, cancelled or expired. (e) To the Knowledge of the Seller, each Person who has or has had any rights in or to the Patents, including each inventor named on the Patents, has executed a contract assigning his, her or its entire right, title and interest in and to such Patents and the inventions embodied, described and or claimed therein, to the owner thereof, and each such contract has been duly recorded in each Patent Office wherein it would be necessary or advisable, as determined by the Seller Parties in their commercially reasonable judgement, to document such assignment. (f) To the Knowledge of the Seller, each individual associated with the filing and prosecution of the Patents, including the named inventors of the Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such inventors to be material to the patentability of the Patents (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (g)...

Intellectual Property Matters. (a) Seller shall promptly inform Purchaser of any infringement by a Third Person of any Qsymia Patent Right that would reasonably be expected to adversely affect in any material respect Product. Seller shall provide to Purchaser a copy of any written notice of any such infringement of any Qsymia Patent Rights delivered or received by the Seller, as well as copies of material correspondence related thereto, as soon as practicable and in any event not more than *** following such delivery or receipt. (b) Seller shall promptly inform Purchaser by written notice of the initiation of an Enforcement Action regarding any infringement by a Third Person of any Qsymia Patent Right that would reasonably be expected to adversely affect in any material respect Product. (c) If the Seller recovers monetary damages from a Third Person in an action brought for such Third Person’s infringement of any of the Qsymia Patent Rights, where such damages, whether in the form of judgment or settlement, result from such infringement of such Qsymia Patent Rights, such recovery will be allocated first to the reimbursement of any expenses incurred by the Seller or a Permitted Partner in such litigation, and any remaining amounts that are not awarded as a multiple of compensatory damages for willful infringement will be treated as Net Sales of the Product. All costs and expenses (including attorneys’ fees and expenses) incurred by a Party hereto in connection with any Enforcement Action shall be borne by such Party. (d) With respect to the Qsymia Patent Rights, Seller will, and will cause its Affiliates to, use Commercially Reasonable Efforts to (i) prosecute each pending patent application and (ii) maintain, keep in full force and effect and seek available patent term extensions for each such Patent. (e) With respect to the Qsymia Trademarks, Seller will, and will cause its Affiliates to, use Commercially Reasonable Efforts to (i) prosecute each pending trademark application and (ii) maintain, keep in full force and effect and seek available trademark term extensions for each such trademark. (f) Notwithstanding Seller’s obligations in Sections 4.2(d) and (e), Seller may decline to prosecute or maintain any Qsymia Patent Right or any Qsymia Trademark that (i) in Seller’s reasonable discretion, is no longer necessary or useful for the development, manufacture, sale or commercialization of Product; provided that such failure to prosecute or maintain such Qsymia Patent Right or Qsymia Trad...

Intellectual Property Matters. The Debtor shall notify the Secured Party immediately if it knows or has reason to know (i) that any application or registration relating to any of its Intellectual Property that is material to the operation of its business may become abandoned or dedicated, or (ii) of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding the Debtor’s ownership of any Intellectual Property that is material to the operation of its business, its right to register the same, or to keep and maintain the same.