Intellectual Property and Assets Sample Clauses

Intellectual Property and Assets. Customer acknowledges and agrees that Xxxxxxx is and shall remain the owner of all right, title and interest in and to the Xxxxxxx Intellectual Property. Except as otherwise set forth in this Agreement: (i) Customer shall have no right, title or interest in or to any Xxxxxxx Intellectual Property or any portion(s) thereof; (ii) nothing in this Agreement shall operate or be construed as an express or implied grant, transfer, conveyance, assignment or license to the Customer of any right, title or interest in and to any Xxxxxxx Intellectual Property; and, (iii) upon expiration or termination of this Agreement, Customer shall immediately cease any and all further use and disclosure of the Xxxxxxx Intellectual Property unless and until a superseding agreement is executed between the Parties. Customer shall take such actions (including, without limitation, execution of affidavits or other documents) as Xxxxxxx may reasonably request, to effect, perfect, or confirm Xxxxxxx’ ownership interests and other rights as set forth in this Section 6.
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Intellectual Property and Assets. As of the date hereof, all Intellectual Property and Assets of BioCan is outlined in the BioCan Disclosure Letter.
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Intellectual Property and Assets. As of the date hereof, all Intellectual Property and Assets of Makena and the Makena Subsidiaries is outlined in the Makena Disclosure Letter.
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Intellectual Property and Assets. As of the date hereof, all Intellectual Property and Assets of Epimeron is outlined in the Epimeron Disclosure Letter.
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Intellectual Property and Assets. Seller hereby irrevocably sells, transfers, conveys, assigns and delivers all of its right, title and interest of every kind and character throughout the world in, to and under the assets and intellectual property relating to muscular -skeletal programs owned by Seller to the full extent of its ownership or interest therein, including, without limitation, good will, all rights and causes of action for infringement or misappropriation (past, present or future) of any such intellectual property, all rights to apply for or register any of the foregoing, and any and all other rights and interests arising out of, in connection with or in relation to the intellectual property. At Closing, if requested, Seller shall execute and deliver to Purchaser a confirmatory assignment agreement covering, if and to the extent included in the intellectual property: (i) each registered trademark and all applications for registration of trademarks for filing with any appropriate patent and trademark registry, in the form acceptable to the Purchaser; (ii) each registered Copyright and all applications for registration of Copyrights for filing with any appropriate copyright registry, in the form acceptable to the Purchaser; and (iii) each Internet domain name for filing and submission as necessary to transfer such domain names, in the form acceptable to the Purchaser or in such other form as necessary to transfer such domain names (collectively the "Confirmatory Assignments").
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Intellectual Property and Assets. (i) Part IV of Schedule F contains a complete and correct list of active registrations of, and all pending applications to register any YM Intellectual Property Rights owned (solely or jointly) by any of YM Cayman and YM Subsidiaries as of the date hereof. All the registered YM Intellectual Property Rights are duly registered in the name of YM Cayman and/or YM Subsidiaries, are valid and enforceable, and not subject to any pending cancellation, interference, reissue, or reexamination proceeding; all the pending applications to register any YM Intellectual Property Rights are made in the name of YM Cayman and/or YM Subsidiaries.
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Intellectual Property and Assets. As of the date hereof, all Intellectual Property and Assets of Target and the Target Subsidiaries is outlined in the Target Disclosure Letter.
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Related to Intellectual Property and Assets

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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