Seller Intellectual Property. (a) Except as contemplated by this Agreement and the Transaction Agreements, Sellers agree that, from and after the Closing Date, they shall not, and they shall cause their respective Representatives not to, use any of the Seller Intellectual Property. If Sellers or any assignee of Sellers owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Sellers shall grant or cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable, and exclusive license to Exercise All Rights in and to such Seller Intellectual Property.
Seller Intellectual Property. (a) Except as specifically provided in this Section 8.7, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by the Seller Entities or any of their respective Affiliates, including the Seller Entity Names.
Seller Intellectual Property. (a) Section 3.21(a) of the Disclosure Schedule identifies: (i) each item of Registered IP in which the Company or any Subsidiary has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person, or otherwise); (ii) owner(s) thereof, registration, issuance, grant, serial, and application or other identifying number, filing, registration, issuance, grant, renewal, and expiration date, and title, as applicable; and (iii) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest. Section 3.21(a) of the Disclosure Schedule describes each filing, payment, and action that must be made or taken on or before the date that is 120 days after the date of this Agreement in order to file, prosecute and maintain each such item of Registered IP (“Required Actions”). The Company has taken all action necessary to file, prosecute and maintain all Registered IP in full force and effect as of the date hereof and all Patent Rights included in the Registered IP are valid. No Registered IP is or has been involved in any inventorship challenge, interference, opposition, reissue, reexamination, revocation, or equivalent proceeding, in which the scope, validity or enforceability of any Registered IP listed on Section 3.21(a) of the Disclosure Schedule is being or has been contested or challenged, or the Company’s or any Subsidiary’s ownership or right to exploit is being contested or challenged, and to the Company’s Knowledge, no such proceeding has been threatened with respect to any Registered IP.
Seller Intellectual Property. Any software, development tools, know-how, methodologies, processes, technologies or algorithms or any other Intellectual Property owned by Seller or any of its Affiliates and which may during the Term be operated or used by Seller or its Affiliates in connection with the performance of the Transition Services hereunder, will remain Seller’s or its Affiliate’s property and neither Buyer nor any Affiliate of Buyer will have any rights or interests therein.
Seller Intellectual Property. (a) Unless specifically permitted in the Transaction Documents, Seller agrees that, from and after the Closing Date, it shall not, and it shall cause its Subsidiaries and its and their Representatives not to, retain (other than as retained through automated retention or backup processes) or use any copy of any of the Seller Assigned Intellectual Property. Without limitation of Section 5.5 (Further Actions), if any of the Seller Parties (or any assignee or successor of the Seller Parties) retains any right or interest in any Seller Assigned Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, each of the Seller Parties hereby grants, on behalf of itself and its successors and assigns (and agrees to so grant or cause to be so granted) to Purchaser, effective as of the Closing, a perpetual, irrevocable, royalty free and fully paid-up, transferable, sublicensable (through multiple levels), exclusive, worldwide right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit, and exercise and practice all rights under, all or any portion of such Seller Assigned Intellectual Property.
Seller Intellectual Property. The Parties acknowledge that the Sellers or their respective Affiliates granted the Licensed Entity a license and rights to use the Seller Intellectual Property in connection with its ownership and operation of the Business. At the Closing, except as set forth in the IP Assignment and Termination Agreement with respect to Customer Data (as defined therein), any and all licenses and other rights to use the Seller Intellectual Property granted by the Sellers or any of their Affiliates to the Licensed Entity, whether oral or written, will be terminated in their entirety. From and after the Closing, neither Buyer nor any of its Affiliates shall, and shall not permit the Licensed Entity to, use any Seller Intellectual Property in any manner whatsoever. The Sellers and their Affiliates reserve all right, title and interest in and to the Seller Intellectual Property, and nothing in this Agreement or otherwise shall be construed as the grant of a license or other right of any kind granted by the Sellers or any of their Affiliates to use the Seller Intellectual Property, or own any interest therein. On the Closing Date, Buyer shall immediately remove or sufficiently cover all references to “MedMen,” any similar name or term, and all other Seller Intellectual Property from the signage used by the Licensed Entity at the Dispensary or the Cultivation Facility or in the conduct of the Business, including any references to “MedMen,” or any similar name or term, on the website(s), social media accounts, marketing, promotions, advertising and instructional materials of or controlled by the Licensed Entity, and shall not indicate or imply in any way any association or affiliation with, or endorsement by, the Sellers or any of their Affiliates.
Seller Intellectual Property. Buyer will acquire no right or interest in the Seller Intellectual Property, except for any license expressly granted herein or by separate agreement between the Parties. Seller agrees the term Seller Intellectual Property, as used in these Master Terms, will not include any of Buyer's Confidential Information, the Deliverables (defined below), or Buyer's tangible or intangible property and Seller will have no ownership rights in such property.
Seller Intellectual Property. (a) Except as specifically provided in the Transitional Trademark Licensing Agreement, the IP Licensing Agreement, the IP Transfer Agreement, or the Transition Services Agreement, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by the Selling Entities or any of their respective Affiliates, including the Selling Entity Names.
Seller Intellectual Property. (a) Sellers’s rights to any Seller Intellectual Property transferred to Purchaser shall be governed by the Seller License. If Seller or any assignee of Seller owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Seller (i) shall provide Purchaser with a reasonably detailed list of all such Seller Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants or shall cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable and exclusive license to Exercise All Rights in and to such Seller Intellectual Property.
Seller Intellectual Property. (a) Each of the Selling Parties agree, from and after the Closing Date, that they will not, and shall cause their respective Representatives not to, use any of the Seller Intellectual Property. If any Selling Party or any assignee of any Selling Party owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, such Selling Party shall grant or cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable, and exclusive license to exercise all rights in and to such Seller Intellectual Property.
