Xxxxxx Intellectual Property. 7.1. The Assessment Company warrants that in carrying out any activities under this Agreement or in respect of any activities relating to XXXXXX it will not infringe any Intellectual Property rights of the National Administrator or of any third party.
Xxxxxx Intellectual Property. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.10, to the knowledge of Seller, Seller and its Subsidiaries own or possess adequate licenses or other valid rights to use or operate within the scope of all United States and foreign patents, trademarks, trade names, copyrights, service marks, all applications therefor and registrations thereof, confidential or proprietary technical and business information, know-how and trade secrets, and computer software (collectively, "Xxxxxx Intellectual Property") which are material to the operations of Seller and its Subsidiaries, taken as a whole, as currently conducted. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.10, such Xxxxxx Intellectual Property that is owned by Seller or its Subsidiaries is not subject to any Liens except for such Liens that would not have a Material Adverse Effect on Seller or its Subsidiaries, and, to the knowledge of Seller, there are no infringements or other violations or conflicts with the rights of others with respect to the (a) use of or other conduct by Seller or its Subsidiaries within the scope of, (b) ownership of, (c) validity of, or (d) enforceability of, any Xxxxxx Intellectual Property owned by Seller or its Subsidiaries that has or would have a Material Adverse Effect on Seller and its Subsidiaries taken as a whole.
Xxxxxx Intellectual Property. Xxxxxx (or its Affiliate) will be and remain the sole and exclusive owner of all right, title and interest in and to any and all Intellectual Property that is owned or developed by Xxxxxx or its Affiliates.
Xxxxxx Intellectual Property. QIAGEN acknowledges and agrees that, as between QIAGEN and Xxxxxx: (i) Xxxxxx (or its licensors) retains all Intellectual Property Rights used to create, embodied in, used in and otherwise relating to the [*], any bioinformatics as it relates directly to the [*] Interpretive Algorithm, and any documentation provided by Xxxxxx hereunder or derivative works, modification or improvements thereof made by or on behalf of either Party; (ii) any and all Intellectual Property Rights in the [*], any bioinformatics as it relates directly to the [*] Interpretive Algorithm, and any documentation provided by Xxxxxx hereunder or derivative works, modification or improvements thereof, are the sole and exclusive property of Xxxxxx or its licensors; (iii) QIAGEN shall not acquire any ownership, license or other interest in any of Xxxxxx’x Intellectual Property Rights under this Agreement, whether by implication, estoppel or otherwise, except as otherwise expressly granted herein; (iv) any goodwill derived from the use by QIAGEN of Xxxxxx’x Intellectual Property Rights inures to the benefit of Xxxxxx or its licensors, as the case may be; (v) if QIAGEN is ever deemed to own or have acquired any Intellectual Property Rights in or relating to the [*], or any bioinformatics as it relates directly to the [*] Interpretive Algorithm (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, QIAGEN hereby irrevocably assigns such rights and interest to Xxxxxx or its licensors, as the case may be, without the need for Xxxxxx to provide further consideration; and (vi) QIAGEN shall use Xxxxxx’x Intellectual Property Rights only in accordance with this Agreement or other instructions of Xxxxxx.
Xxxxxx Intellectual Property. 5.1 As between Hapara and Subscriber, Hapara shall own all right, title, and interest in and to (i) its preexisting Intellectual Property, (ii) the Services and the Products including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the same, and (iii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all Intellectual Property Rights therein (the “Hapara Intellectual Property”). Subscriber hereby irrevocably assigns to Hapara each and every right, including all Intellectual Property Rights (and shall cause the Subscriber Users, and any entity or individual employed, engaged, or otherwise under contractual duty to Subscriber, to assign to Hapara) that it or they may have in any of the Hapara Intellectual Property. Upon Hapara’s request, Subscriber will execute and deliver such instruments of transfer and other documents to effect, complete and confirm such assignment and acknowledges and agrees to take all appropriate steps to secure for Hapara the rights and benefits of Hapara in and to the Hapara Intellectual Property (and shall cause the Subscriber Users, and any entity or individual employed, engaged otherwise under contractual duty to Subscriber to do so as well).
Xxxxxx Intellectual Property. Xxxxxx hereby severally and independently represents and warrants that (a) it owns or controls all material right, title, and interest in, and has the right to grant the rights with respect to, the Patents and, except as indicated on Schedule 4.08, other Intellectual Property included or to be included within the Xxxxxx/LiveTV Technology License Agreement, free and clear of all Encumbrances other than Permitted Encumbrances and, except as indicated on Schedule 4.08, no rights thereunder have been granted within the Company Field of Operations to any other Person; (b) to the Knowledge of such Seller, the issued Patents included in such Intellectual Property included within the Xxxxxx/LiveTV Technology License Agreement are valid and non-infringed; and (c) there is no pending or, to the Knowledge of such Seller, threatened Legal Proceeding by or against such Seller which calls into question the right of the LLC, or such Seller with respect to any Patent included or to be included within the Xxxxxx/LiveTV Technology License Agreement, or the right of the LLC to exercise any rights granted or to be granted under the Xxxxxx/LiveTV Technology License Agreement. EXCEPT AS AFORESAID, XXXXXX MAKES NO REPRESENTATION OR WARRANTY IN THIS SECTION 4.08 REGARDING THE FOLLOWING: (1) THE SCOPE OR UTILITY OF ANY PATENTS, TECHNICAL INFORMATION, OR OTHER INFORMATION FURNISHED TO THE LLC UNDER THE XXXXXX LICENSE AGREEMENT OR SUCH NEW LICENSE AGREEMENT OR THE PATENTABILITY OF CLAIMED SUBJECT MATTER; (2) THE OPERABILITY, SAFETY, FUNCTIONAL EFFECTIVENESS OR MARKETABILITY OF ANY COMPANY PRODUCTS MANUFACTURED IN ACCORDANCE WITH RIGHTS GRANTED UNDER ANY LICENSES HEREINBEFORE GRANTED OR HEREAFTER TO BE GRANTED, NOR TO THE ABILITY OF THE LLC OR THE PURCHASER TO MANUFACTURE OR PRODUCE COMPANY PRODUCTS IN ACCORDANCE WITH ANY OF THE PATENTS, TECHNICAL INFORMATION OR ANY OTHER INTELLECTUAL PROPERTY; AND (3) WHETHER ANY COMPANY PRODUCT MADE, USED OR SOLD UNDER THE XXXXXX LICENSE AGREEMENT OR SUCH NEW LICENSE AGREEMENT WILL BE FREE OF ANY INTELLECTUAL PROPERTY RIGHT OF ANOTHER PERSON. NO REPRESENTATION OR WARRANTY IS MADE WITH THE RESPECT TO THE FOREGOING BY ANY SELLER OTHER THAN XXXXXX.
Xxxxxx Intellectual Property. Subject to the terms and conditions of this Agreement and the Xxxxxx Agreement, including Xxxxxx'x internal research license as set forth in section 3.2 of the Xxxxxx Agreement, Myogen hereby grants to GSK an exclusive sublicense, with the right to grant further sublicenses as provided in Section 2.2, under the Xxxxxx Intellectual Property to make, have made, use, sell, offer for sale and import Compound and Product in the Field in the GSK Territory.
Xxxxxx Intellectual Property. Subject to the terms and conditions of this Agreement and the Xxxxxx Agreement, Myogen hereby grants to GSK a non-exclusive sublicense, with the right to grant further sublicenses as provided in Section 2.2, under the Xxxxxx Intellectual Property, to make, have made and import Compound and to make and have made Product, in each case in the Field in the Myogen Territory for the sole purpose of exporting such Compound and/or Product from the Myogen Territory for Development, Manufacture and [..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Commercialization of such Compound and Product in the Field in the GSK Territory. For the avoidance of doubt, GSK shall have no right to use, sell, offer for sale or import Compound or Product in the Myogen Territory.
Xxxxxx Intellectual Property. As between Xxxxxx and Pattern, except for the license granted in Section 8(a), Xxxxxx shall be and remain the sole and exclusive owner of all right, title, and interest in and to the Xxxxxx Trademarks. All intellectual property rights to the Products and Xxxxxx Trademarks not expressly granted to Pattern under this Section 8 are reserved to Xxxxxx. To the extent Pattern acquires any right, title or interest in the Xxxxxx Trademarks, Pattern hereby assigns and conveys all such right, title and interest therein to Xxxxxx. Pattern agrees to not challenge, question, or contest the validity or ownership of any Xxxxxx Trademarks. Pattern cannot use any language or display Xxxxxx Trademarks in such a way as to create the impression that the Xxxxxx Trademarks are owned by Pattern. Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.
Xxxxxx Intellectual Property. (a) If the applicable Program Guide gives Agency the right to utilize any demonstration software programs, materials or other demonstration tools (collectively, "Demonstration Tools"), Xxx.xxx hereby grants to Agency a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable Xxx.xxx Technology solely for the purpose of accessing and using the Demonstration Tools. Agency may not use the Xxx.xxx Technology for any purpose other than accessing and using the Demonstration Tools. Except for the rights expressly granted above, this Agreement does not transfer from Xxx.xxx to Agency any Xxx.xxx Technology, and all rights, titles and interests in and to the Xxx.xxx Technology shall remain solely with Xxx.xxx. Agency shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Xxx.xxx Technology.
