Inbound Licenses and Rights. Schedule 2.1(a)(ii) lists all Intellectual Property in the Purchased Assets that any Person has licensed to the Company or otherwise authorized the Company to use (except for licenses of Shrinkwrap Software) (collectively, the “Third Party Intellectual Property”). The Company has made available to Buyer accurate and complete copies of the Contracts governing such Third Party Intellectual Property. A complete and accurate list of such Contracts is set forth on Section 4.10(b)(iii) of the Disclosure Schedule, which list indicates for each Contract the title, parties and date of execution, to the extent applicable. All such Contracts are Purchased Contracts. The Company is not, and to the Knowledge of the Company, no other party thereto is in breach of any of the Contracts governing the Third Party Intellectual Property. Except as set forth on Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not result in the breach, modification, cancellation, termination or suspension of, or any right to modify, cancel, terminate or suspend, any Contract pursuant to which the Company uses or has obtained rights to Third Party Intellectual Property. Except [*], no third party that has licensed Third Party Intellectual Property to the Company has ownership rights or license rights to improvements or derivative works made by or for the Company based on such Third Party Intellectual Property. Each item of Third Party Intellectual Property will be licensed to Buyer immediately following the Closing.
Inbound Licenses and Rights. Section 3.13(a)(ii) of the Company Disclosure Schedule lists all Contracts pursuant to which any Person has licensed to the Company or otherwise authorized the Company to use any Intellectual Property (the "Third Party Intellectual Property") other than licenses of Internally Used Shrinkwrap Software. The Company has made available to the Purchaser accurate and complete copies of the Contracts governing such Third Party Intellectual Property (except for licenses of Internally Used Shrinkwrap Software). A complete and accurate list of such Contracts is set forth on Section 3.13(a)(ii) of the Company Disclosure Schedule, which list indicates for each such Contract whether the applicable Intellectual Property is embedded or incorporated in the Company's Products or otherwise distributed in connection with such Products. Except as set forth in any such Contract, no third party that has licensed Third Party Intellectual Property to the Company has ownership rights or license rights to improvements or derivative works made by or for the Company based on such Third Party Intellectual Property.
Inbound Licenses and Rights. The Currently Effective Specified Contracts include all agreements in effect as of the date of this Agreement under which any third party has licensed or sublicensed (exclusively or non-exclusively), granted or conveyed to Seller any right, title or interest in or to any IP Rights used as of the Closing Date in the Specified Product or in connection with the manufacture and supply of the Specified Product other than “shrink wrap” or “click through” license agreements accompanying widely available computer software that have not been modified or customized for Seller(the “In-Licensed Rights”). (d)
Inbound Licenses and Rights. Section 3.13(a)(ii) of the Company Disclosure Schedule lists all Intellectual Property that any Person has licensed to the Company or otherwise authorized the Company to use (the “Third Party Intellectual Property”). The Company has made available to the Purchaser accurate and complete copies of the Contracts governing such Third Party Intellectual Property (except for licenses of Internally Used Shrinkwrap Software). A complete and accurate list of such Contracts is set forth on Section 3.13(a)(ii) of the Company Disclosure Schedule, which list indicates for each Contract (A) the title, parties and date of execution, and (B) whether the applicable Intellectual Property is embedded or incorporated in the Company’s Products or otherwise distributed in connection with such Products. The Company has not, and to the Company’s Knowledge, no other party thereto has, breached any of the Contracts governing the Third Party Intellectual Property. The consummation of the transactions contemplated by this Agreement will not result in the breach, modification, cancellation, termination or suspension of, or any right to modify, cancel, terminate or suspend, any Contract pursuant to which the Company uses or has obtained rights to Third Party Intellectual Property. No third party that has licensed Third Party Intellectual Property to the Company has ownership rights or license rights to improvements or derivative works made by or for the Company based on such Third Party Intellectual Property.
Inbound Licenses and Rights. Part 2.3(d) of the Disclosure Schedule sets forth a true, complete and accurate list of all agreements in effect as of the date of this Agreement under which any third party has licensed or sublicensed (exclusively or non-exclusively), granted or conveyed to Seller or any of its Affiliates any right, title or interest in or to any IP Rights that are necessary for the development, manufacture, sale, marketing, distribution or use of any of the Specified Products, or are otherwise material to the manufacture, marketing or sale of the Specified Products as being conducted as of the date of this Agreement (the “In-Licensed Rights”), provided, however that the In-Licensed Rights do not include “shrink wrap” or “click through” license agreements accompanying widely available computer software that have not been modified or customized for Seller or any Specified Affiliate.
Inbound Licenses and Rights. Part 2.8(b) of the Disclosure Schedule identifies: (i) each material Contract pursuant to which any Intellectual Property is or has been licensed, sold, assigned or otherwise conveyed or provided to the Company or pursuant to which the Company has otherwise received or acquired any right in Intellectual Property, in all cases, relating to the Product, whether or not currently exercisable and including a right to receive a license (other than: (A) employee agreements, consulting or independent contractor agreements and the Company Significant Contracts which are clinical trial agreements, material transfer agreements, master service agreements or research agreements; and (B) non-exclusive “off the shelf” licenses to third-party Computer Software); (ii) whether the licenses or rights granted to the Company in each such Contract are exclusive or non-exclusive; and (iii) each item of Registered IP within exclusively licensed Company Licensed IP, providing the information set forth in clauses (i) to (iv) of Section 2.8(a) with respect to such Registered IP.
Inbound Licenses and Rights. Part 2.8(b) of the Disclosure Schedule identifies (i) each Contract pursuant to which any Intellectual Property is or has been licensed, sold, assigned or otherwise conveyed or provided to the Company or pursuant to which the Company has otherwise received or acquired any right in Intellectual Property, whether or not currently exercisable and including a right to receive a license (other than: (A) agreements between the Company and its employees in the Company’s standard form thereof; and (B) non-exclusive “off the shelf” licenses to third-party Computer Software); and (ii) whether the licenses or rights granted to the Company in each such Contract are exclusive or non-exclusive (collectively, the “Company Licensed IP”).
Inbound Licenses and Rights. Section 3.13(b) of the Seller Disclosure Schedule lists all Intellectual Property (including all Internally Used Shrinkwrap Software) that any third party has licensed to the Sellers or otherwise authorized the Sellers to use (the “Third Party Intellectual Property”) and the number of users, sites, seats or computers authorized pursuant to each such license. The Sellers have delivered to the Purchaser accurate and complete copies of the Contracts governing such Third Party Intellectual Property (except for licenses of Internally Used Shrinkwrap Software). Neither the Sellers, nor, to the Sellers’ Knowledge, any other party thereto, has breached any of the Contracts governing the Third Party Intellectual Property.
Inbound Licenses and Rights. The Specified Contracts include all agreements in effect as of the date of this Agreement under which any third party has licensed or sublicensed (exclusively or non-exclusively), granted or conveyed to Seller or any Specified Affiliates any right, title or interest in or to any IP Rights used as of the Initial Closing Date in the Specified Product or in connection with the manufacture and supply of the Specified Product other than “shrink wrap” or “click through” license agreements accompanying widely available computer software that have not been modified or customized for Seller or any Specified Affiliate (the “In-Licensed Rights”).
Inbound Licenses and Rights. Part 2.8(b) of the Disclosure Schedule accurately identifies: (i) each Contract pursuant to which any Intellectual Property is or has been licensed, sold, assigned, optioned or otherwise conveyed or provided to the Company or pursuant to which the Company has otherwise received or acquired any right in Intellectual Property, whether or not currently exercisable and including a right to receive a license; and (ii) whether the licenses or rights granted to the Company in each such Contract are exclusive or non-exclusive.
