Other Intellectual Property Matters. (a) Effective as of the Closing Date and excluding any Trademarks and Domain Names:
Other Intellectual Property Matters. (i) The Transferred Companies are the exclusive owners of the Owned Intellectual Property set forth in Section 2.11(a) of the Seller Disclosure Letter and, to the Knowledge of Seller, of the Trade Secrets owned by the Transferred Companies, free and clear of any Liens other than Permitted Liens.
Other Intellectual Property Matters. (i)Each Company has (i) paid all maintenance, renewal or similar fees, costs and charges required by any applicable Governmental Entity to maintain the Registered Company Intellectual Property; and (ii) filed responses to all actions from applicable Governmental Entities, in each case that have become due relating to the Registered Company Intellectual Property. Each Company has taken commercially reasonable steps to maintain in confidence all Trade Secrets and other material confidential information, including Source Code, that it owns or uses (“Company Confidential Information”). All use by and disclosure of Company Confidential Information has been pursuant to the terms of valid and binding written confidentiality and non-use agreements.
Other Intellectual Property Matters. Except as disclosed on Schedule 5.8 of the Disclosure Schedule, the Patent Rights and the Trademarks include all of the rights under any patents and patent applications (including all reissuances, continuations, continuations-in-part, divisionals, revisions, extensions and reexaminations thereof) and trademarks that were material to the Relevant Operations as conducted by Seller and its subsidiaries from March 31, 2012 until the Closing Date. With respect to the Patent Rights and Trademarks: (i) Seller possesses all right, title, and interest in and to the Patent Rights and Trademarks, free and clear of any Encumbrance, license, or other restriction except for the Permitted Encumbrances; (ii) the Patent Rights and Trademarks are not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; (iii) there are no actions, suits, or other legal proceedings pending at law, in equity, in arbitration or before any Governmental Authority that challenge the legality, validity, enforceability, use, or ownership of the Patent Rights and Trademarks; and (iv) except for Patent Rights that are indicated as being abandoned on Schedule 2.1(b), no cancellation or expiration of the Patent Rights or Trademarks is pending, except for cancellation or expiration at the end of their respective statutory or contractual terms (and not as a result of any act or omission by Seller prior to Closing, including a failure by Seller to pay any required maintenance fees due prior to Closing). All subsidiaries of Seller and employees and contractors of Seller that have owned any intellectual property included in or embodied by the Intellectual Property, or that were or are otherwise involved in the development of any of the Intellectual Property, have assigned to the Seller in writing all rights in and to any Intellectual Property included therein or embodied thereby. To Seller’s Knowledge, the manufacture, use, sale, or other commercialization of the Purchased Assets in the Relevant Operations did not infringe or misappropriate the rights of any Person and no written notices of any of the foregoing (including any demands from any third party) have been received. To Seller’s Knowledge, no Person is infringing or misappropriating any Intellectual Property, and no written notices regarding any of the foregoing (including any demands from any third party) have been received. Seller has delivered to Buyer true, correct and complete copies of all Patent Rights that are no...
Other Intellectual Property Matters. (i) The Companies are the exclusive owners of the Owned Intellectual Property set forth in Section 2.11(a) of the Seller Disclosure Letter and, to the Knowledge of Sellers, of the Trade Secrets owned by the Companies, free and clear of any Liens other than Permitted Liens.
Other Intellectual Property Matters. The Company, at its sole cost, shall be responsible for taking all steps necessary to terminate all contracts relating to the Business pursuant to which any of the Business Subsidiaries licenses the GE Name and the XX Xxxxx to customers or other third parties; provided that the Acquiror shall cooperate reasonably with the Company in connection therewith.
Other Intellectual Property Matters. All pending applications set forth in Section 4.14 or 4.15 of the Disclosure Schedule (other than provisional patent applications) are, to the Knowledge of PMC and Shareholder, expected to issue substantially in their current form and upon issuance will be in force, valid, subsisting, and enforceable, and none of them has lapsed or been finally rejected, and all filings and fees necessary to maintain the effectiveness of such applications have been made. All filings and fees necessary to maintain the effectiveness of all items set forth in Section 4.14 or 4.15 of the Disclosure Schedule have been timely and properly made, and all patent applications for all unpatented inventions have been timely filed to avoid a rejection under 35 U.S.C. § 102(b). The Company’s Proprietary Rights (including all items set forth in Section 4.14 or 4.15 of the Disclosure Schedule) are valid and enforceable, and to the Knowledge of PMC and Shareholder there are no limitations, defects or other circumstances or threats, pending or reasonably foreseeable, that could reasonably be expected to cause the invalidity, unenforceability or other loss thereof. The Company’s Proprietary Rights (including all items set forth in Section 4.14 or 4.15 of the Disclosure Schedule) are not subject to any outstanding orders or judgments adversely affecting use thereof or rights thereto. The Company has taken all steps reasonably necessary to maintain and protect its Proprietary Rights (including all items set forth in Section 4.14 or 4.15 of the Disclosure Schedule). Without limiting the generality of the foregoing, to the Knowledge of PMC and Shareholder, the Company has not disclosed to any person not obligated to maintain the confidentiality thereof any material Proprietary Rights (including any trade secrets) the value of which is contingent upon confidentiality without securing an appropriate confidentiality agreement, and to the Knowledge of PMC and Shareholder there have been no material violations of any such confidentiality obligations or any such agreements.
Other Intellectual Property Matters. 15.1 NANOGEN shall indemnify, defend and hold harmless HITACHI, and any of HITACHI's affiliates, employees, representatives, agents and/or customers (each an "Indemnified Party"), from and against any and all claims, demands, suits, actions, liabilities, damages, costs and expenses, including, without limitation, attorneys' fees and any and all amounts paid in settlement of any such claim, demand, suit or action, which are asserted against, imposed upon, or incurred or suffered directly or indirectly by any Indemnified Party as a result of, arising from or relating to any infringement of any third party's intellectual right, which intellectual property right arises under any law other than that of Japan, by any HITACHI Products, or the use or distribution thereof, which HITACHI Products have been sold by HITACHI to NANOGEN hereunder at any time prior to Commercial Production Determination, including any claim, demand, suit or action brought by a third party asserting matters which, if true, would result in such an infringement, provided that such obligations shall not apply to the extent that such infringement arises from a portion of the HITACHI Product which has been solely designed by HITACHI.
Other Intellectual Property Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms of, and except as expressly set forth in, the Ancillary IP Agreements, as - 62 - between Seller and Buyer, Seller has the sole and exclusive right to prosecute, defend, settle or otherwise control any proceeding, claim or action relating to the Seller Licensed IP, except to the extent such claim is exclusively one between the parties to this Agreement and their Affiliates.
Other Intellectual Property Matters. 5.1 Intellectual Properties Retained. [***].
