Transferred Intellectual Property. (A) Seller owns, or is licensed or otherwise possesses the right to use, all Seller's intellectual property, and the Seller's intellectual property acquired by Buyer is all the intellectual property necessary to conduct the Business substantially as currently conducted by Seller in all material respects.
Transferred Intellectual Property. (a) The Exhibits listing the Transferred Patents and the Transferred Trademarks are, to Aradigm’s knowledge, complete and accurate. With respect to Transferred Patents, those Transferred Patents that are Registered Patents are currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and are not subject to any unpaid maintenance fees or taxes falling due within 90 days after the Closing Date. There are no proceedings or actions known to Aradigm before any court, tribunal (including the United States Patent and Trademark Office (the “PTO”) or equivalent authority anywhere in the world) related to any such Registered Patent.
Transferred Intellectual Property. Except as otherwise contemplated by Section 8.02, from and after the Closing, none of Seller nor the Selling Affiliates shall make any filings with any Governmental Entity relating to the Transferred Intellectual Property, nor grant or attempt to grant any material options, licenses or agreements relating to the Transferred Intellectual Property.
Transferred Intellectual Property. (a) The Business Entities own, or are licensed or otherwise possess the right to use, all the Transferred Intellectual Property, and the Transferred Intellectual Property, together with the Excluded Intellectual Property, is all the intellectual property necessary to conduct the Business substantially as currently conducted by the Business Entities in all material respects.
Transferred Intellectual Property. Picasso and the Company shall have executed the Contribution Agreement, and Picasso shall have conveyed to the Company all of Picasso's right, title and interest in and to the Transferred Intellectual Property and the New Intellectual Property pursuant to the Assignment and Assumption Agreement.
Transferred Intellectual Property. The Aesthetics Business Intellectual Property, specified on Exhibit 1.1(d) hereto and all reissues, re-examinations and extensions thereof, and all know-how and all invention records, including for example “enveloppe Sxxxxx” if applicable, created by internal and external personnel, and in the case of know-how and invention records, to the extent exclusively related to the Aesthetics Business regardless of whether proper protection has been sought or maintained (hereinafter the “Transferred Intellectual Property”);
Transferred Intellectual Property. For the avoidance of doubt, the Transferred Intellectual Property shall be assigned to Clorox U.S. or such other entity as Purchaser and Clorox Parent may agree prior to the Closing pursuant to Section 5.6(c) (the “Purchaser Transferee”).
Transferred Intellectual Property. (a) Section 1.1 of the Agreement is hereby amended by deleting the definitions of “Licensed Manufacturing IP” and “Manufacturing IP”.
Transferred Intellectual Property. Except as set forth in SCHEDULE 1.01(d), to the knowledge of Seller and Principal Stockholders and only insofar as they relate to the Business:
Transferred Intellectual Property. Except as set forth in Schedule 1.01(d), to the knowledge of Seller or Shareholders and only insofar as they relate to the Business:
