Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package (A) The Company and the Prospectusits Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the Company ownsinventions, possessespatent applications, licenses or can acquire on reasonable terms rights to use trademarkspatents, adequate trademarks (both registered and unregistered), trade names, patent rightsservice names, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how how, confidential information and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, including registrations except for, and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to ownof, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge ownership rights of the Company, there is no material infringement or misappropriation by owners of the Company of any Intellectual Property Rights of a third party. Except as disclosed in intellectual property rights which the Pricing Registration Statement (excluding the exhibits thereto) and the General Disclosure Package (i) there are no rights of third parties disclose is licensed to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iiiC) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rightsintellectual property rights; (ivD) there is no pendingpending or, or to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rightsany intellectual property rights; (vE) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or any of its Subsidiaries infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any Intellectual Property Rights product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary rights information of others and others; (F) the Company is unaware and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any other fact which would form a reasonable basis for any of its Subsidiaries, and all such claimagreements are in full force and effect; and (viG) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; , to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (iB) – (viG) such as would not, if determined adversely to the CompanyCompany or any of its Subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Cross Match Technologies, Inc.), Underwriting Agreement (Cross Match Technologies, Inc.), Underwriting Agreement (Cross Match Technologies, Inc.)
Possession of Intellectual Property. Except The Company and its subsidiaries own or possess, or have valid license to practice under or to use the patents, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights, Internet domain names, social media accounts, any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy and/or other intellectual property (collectively, “Intellectual Property”) used in or necessary to carry on their respective businesses now operated by them and as disclosed proposed to be conducted as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, neither the Company ownsnor any of its subsidiaries has received any notice or is otherwise aware of, possessesor, licenses to the Company’s knowledge has engaged in any infringement, misappropriation or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “violation of or conflict with any Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by itany third party, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights infringement, misappropriation or other violation which would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, there There is no material infringement or misappropriation by pending, and the Company has received no notice of any threatened, action, suit, proceeding or claim regarding any such infringement, misappropriation or violation. All Intellectual Property Rights of a third party. Except as disclosed in Property, except for applications therein, owned by or exclusively licensed to the Pricing Disclosure Package (i) there are no rights of third parties to Company or any of its subsidiaries (such Intellectual Property, the “Company Intellectual Property Rights owned by the Company; (iiProperty”) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending orsubsisting and, to the Company’s knowledge, threatened is valid and enforceable. There is no pending, and the Company has received no notice of any threatened, action, suit, proceeding or claim by others any third party challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, ownership, registrability, enforceability or scope of the Company’s any Company Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is and its subsidiaries are unaware of any other fact facts or circumstances which would form a reasonable basis for any such claim; and (vi) none . No third party is, to the Company’s knowledge, infringing, misappropriating or otherwise violating any of the Company Intellectual Property Rights used Property, except any such infringement, misappropriation or other violation which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and there is no pending or threatened action, suit, proceeding or claim by the Company or any of its subsidiaries against a third party regarding the foregoing. The Company and its subsidiaries have complied in all material respects with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its business subsidiaries, neither the Company nor any of its subsidiaries has received any notice alleging noncompliance of such material terms in any such agreement, and to the Company’s knowledge, all such agreements are in full force and effect. No Company Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligation that is obligations binding on the Company; . All Company Intellectual Property has been duly maintained and, except for applications therein, is in each case covered full force and effect and, to the Company’s knowledge, there are no material defects, including in connection with the filing or prosecution of, in any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or any of its subsidiaries and who is, was or is expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company has executed a valid written agreement effectively assigning to the Company or such subsidiaries all of such person’s right, title and interest in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation of any material term of any agreement with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by clauses the employee while employed with the Company or any of its subsidiaries. The Company and its subsidiaries take and have taken commercially reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Company Intellectual Property used in connection with the business of the Company and its subsidiaries now operated by them and, to the Company’s knowledge, the confidentiality of such material trade secrets and material confidential Company Intellectual Property has not been disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Entity or other organization has funded or sponsored research and development conducted in connection with the business of the Company or any of its subsidiaries now operated by them that (i) – has any claim of right to, ownership of or other lien on any Company Intellectual Property or (viii) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property. None of the software developed or owned by the Company or its subsidiaries is currently held in escrow or subject to any escrow obligation or any condition, obligation or other requirement that it be licensed pursuant to a free or open source software license or that the source code for such as would notsoftware be delivered, if determined adversely disclosed, licensed or otherwise made available to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectany other Person.
Appears in 2 contracts
Samples: Underwriting Agreement (Paragon 28, Inc.), Underwriting Agreement (Paragon 28, Inc.)
Possession of Intellectual Property. Except as disclosed The Fund owns and possesses or has valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus as being owned and possessed or used by the Fund or that is necessary for and material to the conduct of its businesses as currently conducted, or as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, ; and the Company owns, possesses, licenses Fund has not received any notice or can acquire on reasonable terms is otherwise aware of any infringement of or conflict with rights of others with respect to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “any Intellectual Property Rights”) necessary or material of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the conduct interests of the business now conducted Fund and which infringements or proposed conflicts could reasonably be expected to result in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) ; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the CompanyFund or the Investment Manager, there is no material infringement or misappropriation by third parties will be able to establish rights to any Intellectual Property of any the Fund, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights of which the CompanyRegistration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Fund and for such rights as could not reasonably be expected to result in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledgeknowledge of the Fund, threatened action, suit, proceeding or claim by others challenging the CompanyFund’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company’s Intellectual Property RightsFund infringes or otherwise violates, other than prosecution proceedings or would, upon the commercialization of any product or service described in the United States Patent and Trademark OfficeRegistration Statement, and foreign counterpart officesthe General Disclosure Package or the Prospectus, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending orinfringe or violate, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, and the Company Fund is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation , except for such claims that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; the Fund has complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Fund, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement, except for such instances of non-compliance and events and conditions that could not reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Fund, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Fund or that challenges the validity, enforceability or scope of any such Intellectual Property that could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: AllianzGI Convertible & Income Fund, AllianzGI Convertible & Income Fund II
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To , the knowledge Company and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, patent rights, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company, there is no material infringement ’s business as now conducted or misappropriation by as described in each of the Company of any Intellectual Property Rights of a third partyGeneral Disclosure Package and the Final Prospectus. Except as disclosed set forth in the Pricing General Disclosure Package and as would not, individually or in the aggregate, have a Material Adverse Effect, (iA) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries other than non-exclusive licenses granted in the ordinary course of business; (iiB) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the such Intellectual Property Rights of owned by or exclusively licensed to the CompanyCompany or its subsidiaries; (iiiC) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s Intellectual Property RightsProperty; (ivD) there is no pendingpending or, or to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (vE) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates Company’s business as now conducted infringes or otherwise violates or conflicts with any Intellectual Property Rights patent, trademark, copyright, trade secret or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; others, and (viF) none of the Intellectual Property Rights used by the Company or its subsidiaries in its their business has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation that is binding on the Company; except Company or any of its subsidiaries in each case covered by clauses (i) – (vi) such as would not, if determined adversely to violation of the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectrights of any persons.
Appears in 2 contracts
Samples: Underwriting Agreement (Adc Telecommunications Inc), Underwriting Agreement (Adc Telecommunications Inc)
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all material patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, ; neither the Company owns, possesses, licenses nor any of its subsidiaries has received any notice or can acquire on reasonable terms is otherwise aware of any infringement of or conflict with rights of others with respect to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Companyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 2 contracts
Samples: Underwriting Agreement (Media General Inc), Underwriting Agreement (Media General Inc)
Possession of Intellectual Property. Except as disclosed described in the Pricing Disclosure Package Registration Statement and the ProspectusProspectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (i) the Company ownsand its subsidiaries own, possesses, licenses possess or can acquire promptly obtain on commercially reasonable terms rights a valid and enforceable license to use use, all patents, patent rights, licenses, inventions, copyrights, technology, software, databases, know how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, patent rightstrade dress, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how names and other source identifiers, and any other similar intellectual property rights, or proprietary rights in any jurisdiction throughout the world (including any and all issuances and registrations and applications for issuance or registration thereof of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property RightsProperty”) used or held for use in, or otherwise necessary or material to to, the conduct of the business as now conducted or operated by them and as proposed to be operated in the Pricing Disclosure Package to be conducted by it, except to Registration Statement and the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyProspectus; (ii) to the knowledge of the Company, there is no material infringement the Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or misappropriation by third parties otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any of the others with respect to any Intellectual Property Rights of (it being understood that the Companyforegoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1)); (iii) there neither the Company nor any of its subsidiaries has received any notice or is no otherwise aware of, (A) any pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others any third party against the Company or any of its subsidiaries (x) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the ownership, validity, enforceability or scope of any Intellectual Property owned by or licensed to the Company or any of its subsidiaries or (z) challenging the Company’s or any of its subsidiaries’ rights in or to any of Company’s the Intellectual Property Rights; or (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any facts that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or such subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, in each case, free and clear of all liens, encumbrances, defects or other restrictions; and (vi) none the Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to maintain the confidentiality of all Intellectual Property of the Intellectual Property Rights used by Company and its subsidiaries the value of which to the Company in or any of its business has been obtained or subsidiaries is being used by contingent upon maintaining the Company in violation confidentiality thereof and, to the knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or in the aggregateany of its subsidiaries, be expected to result in a Material Adverse Effectall of whom are bound by written and enforceable confidentiality agreements.
Appears in 2 contracts
Samples: Sales Agreement (RAPT Therapeutics, Inc.), RAPT Therapeutics, Inc.
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusany Subsidiary own and possess or have valid and enforceable licenses to use, the Company ownsall patents, possessespatent rights, licenses patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms rights to use confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, trade secrets, inventions, technology, know-how names and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) that is described in the SEC Reports or that is necessary or material to for the conduct of the business now conducted or their respective businesses as currently conducted, as proposed to be conducted, and as described in the Pricing Disclosure Package to be conducted by it, except to SEC Reports; neither the extent that failure to own, possess, license Company nor its Subsidiaries has received any notice or is otherwise acquire on reasonable terms aware of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or of its Subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement would reasonably be expected to be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties its Subsidiaries, except for, and to the extent of, the ownership rights of any the owners of the Intellectual Property Rights of that the CompanySEC Reports disclose is licensed to the Company or its Subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or its Subsidiaries’ rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or its Subsidiaries infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the SEC Reports, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its Subsidiaries have complied in all material respects with the terms of the each agreement pursuant to which any Intellectual Property Rights used by has been licensed to the Company or its Subsidiaries, all such agreements are in its business has been obtained or is being used by full force and effect, and, to the Company in violation knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually no event or in condition has occurred or, to the aggregateknowledge of the Company, be expected exists that gives or, with notice or passage of time or both, would give any person or entity the right to result in a Material Adverse Effectterminate any such agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (IMV Inc.), Securities Purchase Agreement (IMV Inc.)
Possession of Intellectual Property. Except as disclosed described in the Pricing General Disclosure Package and the Prospectus, the Company owns, possesses, licenses Prospectus or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights as would not, individually or in the aggregate, have result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by (A) the Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Company; its subsidiaries, (iiiC) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; , (D) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement and (viE) none there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 2 contracts
Samples: Underwriting Agreement (Northwest Natural Holding Co), Northwest Natural Holding Co
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectus, the Company each of its Subsidiaries owns, possesses, possesses or has licenses or can acquire on reasonable terms rights to use trademarks, trade namesall patents, patent rights, copyrights, internet domain namesapplications, licenses, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of carry on the business now conducted or operated by them and as currently proposed in the Pricing Disclosure Package to be conducted by it(the “Company Intellectual Property”), except each as disclosed in the Disclosure Materials, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Company Intellectual Property Rights or of any facts or circumstances which would notrender invalid any Company Intellectual Property, individually and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity, singly or in the aggregate, have would result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except ’s Knowledge: (i) except as disclosed in the Pricing Disclosure Package (i) Materials, there are no third parties who have any ownership or license rights to any Company Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any of the Intellectual Property Rights owned by that is disclosed in the CompanyDisclosure Materials as exclusively licensed to the Company or its Subsidiaries; and (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Company Intellectual Property Rights of the Company; (iii) there Property. There is no pending or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any of Company’s Company Intellectual Property RightsProperty; (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service under development by the Company’s , infringe, misappropriate or otherwise violate, any Intellectual Property Rights, other than prosecution proceedings rights of others. The Company and its Subsidiaries have complied in all material respects with the United States Patent and Trademark Office, and foreign counterpart offices, with respect terms of each agreement pursuant to pending patent and trademark applications comprising the Company’s which Intellectual Property Rights; (v) there is no pending orhas been licensed to the Company or its Subsidiaries, and, to the Company’s knowledge, threatened actionall such agreements are in full force and effect. To the Company’s Knowledge, suit, proceeding there are no material defects in any of the patents or claim by others that patent applications included in the Company infringesIntellectual Property. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, misappropriates or otherwise violates or conflicts with any confidentiality and value of all of Company Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; Property, except in each case covered by clauses (i) – (vi) such as would where failure to do so could not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Strongbridge Biopharma PLC), Securities Purchase Agreement (Strongbridge Biopharma PLC)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”A) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company and its subsidiaries own, have licensed, or possess adequate, valid and enforceable rights to use, all patents, licenses, copyrights and copyrightable works, inventions, know-how (including trade secrets, data and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other source indicators, and all other intellectual property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is used in or necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus; (B) to the Company’s and its subsidiaries’ knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property Rights of a any third party and none of the product candidates of the Company or any of its subsidiaries, if commercially sold or offered for commercial sale, would infringe, misappropriate or otherwise violate any valid and enforceable Intellectual Property of any third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (iiC) to the knowledge of the Company, there is are no material infringement or misappropriation by third parties who have or will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights that the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Companyits subsidiaries; (iiiD) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging or seeking to deny or restrict the Company’s or any subsidiary’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the ownership, validity, enforceability or scope of the Company’s any Intellectual Property Rightsof the Company or any of its subsidiaries, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company or any subsidiary infringes, misappropriates or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe, misappropriate or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would facts that could form a reasonable basis for any such action, suit, proceeding or claim; (E) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; (viF) to the knowledge of the Company, none of the Intellectual Property Rights used owned by or exclusively licensed to the Company in or any of its business subsidiaries has been obtained adjudged invalid or is being used by unenforceable in whole or part, and, to the Company in violation knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually all such Intellectual Property is valid and enforceable; (G) the Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company or in its subsidiaries is contingent upon maintaining the aggregateconfidentiality thereof; and (H) no such Intellectual Property has been disclosed other than to employees, be expected to result in a Material Adverse Effectrepresentatives and agents of the Company or any of its subsidiaries, all of whom are bound by written confidentiality agreements.
Appears in 2 contracts
Samples: Underwriting Agreement (Applied Genetic Technologies Corp), Underwriting Agreement (Applied Genetic Technologies Corp)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own, the Company owns, possesses, licenses possess or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing General Disclosure Package to be conducted by itthem, except to and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package Package: (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries; (ii) to the knowledge of the Company, there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute such material infringement, misappropriation breach, default or other violation, by third parties of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts that would form a reasonable basis for any such claim; (iv) there is no pending, pending or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company’s Intellectual Property Rights, other than prosecution proceedings Rights necessary or material to the conduct of the business now conducted or proposed in the United States Patent and Trademark OfficeGeneral Disclosure Package to be conducted by them, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; Company or any of its subsidiaries or in violation of the rights of any persons, except in each case covered by clauses (i) – — (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Textura Corp), Underwriting Agreement (Textura Corp)
Possession of Intellectual Property. The Company and its subsidiaries own, or have obtained adequate rights and licenses under, or can acquire rights on reasonable terms to, all patents, patent rights, patent applications, inventions, copyrights, other works of authorship, know how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade and service mark registrations, trade names, designs, processes, licenses, computer programs, technical data and information, and other intellectual property (collectively, “Intellectual Property”) that are necessary to carry on the business of the Company as currently conducted and to commercialize the products or services as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as under development (all such Intellectual Property is collectively referred to as the “Company Intellectual Property”). Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, (A) to the Company’s knowledge there are no third parties who have rights to any Intellectual Property, including no liens, security interest, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as licensed to the Company owns, possesses, licenses or can acquire on one or more of its subsidiaries; (B) the Company has taken reasonable terms rights steps to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “secure its interests in the Intellectual Property Rights”owned by the Company from its employees and contractors; (C) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation violation by third parties of any Company Intellectual Property owned by, or exclusively licensed to, the Company or its subsidiaries; (D) to the Company’s knowledge, the Company is not infringing the intellectual property rights of third parties and (E) none of the Company Intellectual Property Rights of owned by the Company; (iii) there is no pending Company or, to the Company’s knowledge, exclusively licensed to the Company has been adjudged invalid or unenforceable in whole or in part, in the case of clause (C) and clause (D), which infringement, misappropriation or violation, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. There is no pending or threatened action, suit, proceeding or claim by others of which the Company has received written notice: (A) challenging the Company’s rights in or to any of Company’s Company Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Company Intellectual Property owned by, or exclusively licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (viC) none asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any Intellectual Property rights of others, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, no employee of the Company who has developed Company Intellectual Property is in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which Company Intellectual Property is licensed to the Company or any subsidiary, and all such agreements are in full force and effect in accordance with their terms. The patents included in the Company Intellectual Property owned by the Company or, to the Company’s knowledge, exclusively licensed to the Company are subsisting and have not lapsed and the patent applications in the Intellectual Property Rights used owned by the Company or exclusively licensed to the Company are pending and have not been abandoned. To the Company’s knowledge, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its business subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation that is binding on the Company; except , its subsidiaries, or any of their officers, directors, employees, or contractors, or in each violation of any contractual rights of any persons. All patents and patent applications included in the Company Intellectual Property that are owned by or exclusively licensed to the Company have been duly and properly filed and maintained and the parties prosecuting such applications have complied in all material respects with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications. To the Company’s knowledge, there is no patent or published patent application, in the U.S. or other jurisdiction, that is not included in the Company Intellectual Property and that, in the case covered of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominates any of the Company Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by clauses (i) – (vi) such as would notor licensed to the Company or that interferes with the issued or pending claims of any of the Company Intellectual Property owned by or, if determined adversely to the Company’s knowledge, individually or in exclusively licensed to the aggregate, be expected to result in a Material Adverse EffectCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (89bio, Inc.), Underwriting Agreement (89bio, Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own, the Company owns, possesses, licenses possess or can acquire on reasonable terms rights to use adequate trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, and other rights to inventions, technology, know-how how, patents, copyrights, confidential information and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted operated by them, or presently employed by them, or proposed in the Pricing General Disclosure Package to be conducted by it, except them and have not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights that, if determined adversely to the Company or any of its subsidiaries, would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries; (ii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending, or to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; except Company or any of its subsidiaries in each case covered by clauses (i) – (vi) such as would not, if determined adversely to violation of the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectrights of any persons.
Appears in 2 contracts
Samples: Underwriting Agreement (K12 Inc), Underwriting Agreement (K12 Inc)
Possession of Intellectual Property. Except as described in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company owns sufficient rights to all patents, patent rights, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade and service xxxx registrations, trade names, designs, processes, licenses, computer programs, technical data and information, and other intellectual property (collectively, “Intellectual Property”) that are reasonably necessary to carry on the business of the Company as currently conducted or as proposed to be conducted as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that where any failure to own, possess, license have the right to use or otherwise the ability to acquire on reasonable terms any such Intellectual Property Rights of the foregoing would not, individually or not result in the aggregate, have a Material Adverse EffectEffect on the Company. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the knowledge Company’s knowledge, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there are no material defects of form in the preparation or filing of any of the Companypatents or patent applications included in the Intellectual Property; (ii) the Company has taken reasonable steps to obtain executed nondisclosure, there is no material infringement or misappropriation confidentiality agreements and invention assignment agreements and invention assignments with their employees; and (iii) the duty of candor and good faith as required by the Company United States Patent and Trademark Office during the prosecution of any the United States patents and patent applications included in the Intellectual Property Rights of a third partyhave been complied with. Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there is no pending, or threatened in writing, suit, proceeding or claim by others: (iA) there are no challenging the Company’s rights of third parties in or to any of the Intellectual Property Rights owned by the Company; (iiB) challenging the validity, enforceability or scope of any Intellectual Property owned by the Company; or (C) asserting that the Company materially infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, materially infringe, misappropriate, or otherwise violate, any intellectual property rights of others. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus: (A) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of owned by the Company; and (iiiB) there is no pending orthe Company, to the Company’s its knowledge, threatened actionis not infringing the intellectual property rights of third parties. The lead product candidates, suitAMT-101 and AMT-126, proceeding or claim described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to Company falls within the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rightsclaims of one or more patents or patent applications owned by, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Applied Molecular Transport Inc.), Underwriting Agreement (Applied Molecular Transport Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the The Company owns, possesses, licenses owns or can acquire on reasonable terms rights to use trademarks, trade namespossesses adequate patents, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property, including, without limitation, all of the intellectual property rights, including registrations described in the Registration Statement and applications for registration thereof the Prospectus as being owned or licensed by the Company (collectively, “Intellectual Property RightsProperty”) ), necessary or material to the conduct of carry on the business now conducted operated by it. Except as set forth or proposed incorporated by reference in the Pricing Disclosure Package Registration Statement and the Prospectus (exclusive of any amendments thereto after the date hereof), no valid U.S. patent is, or to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the CompanyCompany would be, there is no material infringement or misappropriation infringed by the activities of the Company in the manufacture, use, offer for sale or sale of any Intellectual Property Rights of a third party. Except product or component thereof as disclosed described in the Pricing Disclosure Package Registration Statement and the Prospectus. The patent applications (ithe “Patent Applications”) there are no rights of third parties to any filed by or on behalf of the Intellectual Property Rights owned by Company described in the Registration Statement and the Prospectus have been properly prepared and filed on behalf of the Company; except as set forth or incorporated by reference in the Registration Statement and the Prospectus (iiexclusive of any amendments thereto after the date hereof) each of the Patent Applications and patents (the “Patents”) described in the Registration Statement and the Prospectus is assigned or licensed to the Company, and, except as set forth in the Registration Statement and the Prospectus (exclusive of any amendments thereto after the date hereof), to the knowledge of the Company, there no other entity or individual has any right or claim in any Patent, Patent Application or any patent to be issued therefrom and each of the Patent Applications discloses potentially patentable subject matter. There are no actions, suits or judicial proceedings pending relating to patents or proprietary information to which the Company is no material infringement a party or misappropriation by third parties of which any property of the Company is subject and the Company has not received any notice and is not otherwise aware of any infringement of the Intellectual Property Rights or conflict with asserted rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company is unaware therein, and which infringement or conflict (if the subject of any other fact which would form a reasonable basis for any such claim; and (viunfavorable decision, ruling or finding) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would notinvalidity or inadequacy, if determined adversely to the Company, individually singly or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Cv Therapeutics Inc), Purchase Agreement (Cv Therapeutics Inc)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package (i) The Company and the Prospectus, the Company owns, possesses, licenses each of its Subsidiaries owns or can acquire on reasonable terms has adequate rights to use all trademarks, trade names, domain names, patents, patent rights, mask works, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), service marks, trade dress rights and other intellectual property rights, including and registrations and applications for registration thereof for any of the foregoing (collectively, “Intellectual Property RightsProperty”) necessary or material and has such other licenses, approvals and governmental authorizations, in each case, sufficient to conduct its business as now conducted and as now proposed to be conducted, and, to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by itCompany’s and its Subsidiaries’ knowledge, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the such Intellectual Property Rights owned by the Company; Company and its Subsidiaries and none of the foregoing Intellectual Property rights owned or, subject to the Enforceability Exceptions, licensed by the Company or any of its Subsidiaries is invalid or unenforceable, (ii) to the Company has no knowledge of the Company, there is no material any infringement by it or misappropriation by third parties of any of the its Subsidiaries of Intellectual Property Rights rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Officeothers, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates and its Subsidiaries infringe or otherwise violates or conflicts with violate any Intellectual Property Rights or other proprietary rights of others, where such infringement or violation could have a Material Adverse Effect, (iii) the Company is not aware of any infringement, misappropriation or violation by others of, or conflict by others with rights of the Company or any of its Subsidiaries with respect to, any Intellectual Property that could have a Material Adverse Effect, (iv) there is no suit, proceeding or claim being made against the Company or any of its Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any employee of the Company or any of its Subsidiaries, regarding Intellectual Property, challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property or alleging other infringement that could have a Material Adverse Effect, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; , (v) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application that contains claims for which an “interference proceeding” (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement and the Final Prospectus as being owned by or licensed to the Company and (vi) none the Company and its Subsidiaries have not received any notice of infringement with respect to any patent or any notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries, in each case the loss of which patent or Intellectual Property (or loss of rights thereto) could have a Material Adverse Effect. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors (including, but not limited to, assignments of such Intellectual Property from such employees and contractors) and to protect the confidentiality of all of their confidential information and trade secrets and that of third parties in their possession to the extent contractually required to do so. None of the Intellectual Property Rights used or technology (including information technology and outsourced arrangements) employed by the Company in its business or the Subsidiaries has been obtained or is being used by the Company or the Subsidiaries in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would notCompany or any of the Subsidiaries or, if determined adversely to the Companyknowledge of the Company and its Subsidiaries, individually any of their respective officers, directors or employees, where such violation or violation could have a Material Adverse Effect. The Company and the Subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain and operate data, information and functions used in connection with the aggregatebusiness of the Company and the Subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, be expected to result and operate and perform in all material respects as required in connection with, the operation of the business of the Company and the Subsidiaries as currently conducted, except as could not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Velo3D, Inc., Velo3D, Inc.
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own, the Company owns, possesses, licenses possess or have rights to use (or can acquire such rights on reasonable terms rights to use terms) the trademarks, trade names, patent rights, copyrights, internet domain names, licenses, names and trade secrets, inventions, technology, know-how and other intellectual property rights, secrets including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or that are material to the conduct of the business now conducted or proposed in the Pricing General Disclosure Package to be conducted by itthem, except to and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any single item of such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) Package, to the knowledge of the Company, Company (i) there is no material infringement infringement, misappropriation or misappropriation other violation by the Company, its subsidiaries or third parties of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iiiii) there is no pending or, to the Company’s knowledge, or threatened in writing action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s ownership rights in or to any of Company’s their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iviii) there is no pending, pending or to the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any registered Intellectual Property Rights, other than prosecution proceedings in Rights of the United States Patent and Trademark OfficeCompany or its subsidiaries, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (viv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viv) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; Company or any of its subsidiaries, except in each case covered by clauses (i) – (viv) such as would not, if determined adversely to the CompanyCompany or any of its subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Kraton Performance Polymers, Inc.), Underwriting Agreement (Polymer Holdings LLC)
Possession of Intellectual Property. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (i) the Company and its subsidiaries own, possess or can promptly obtain on commercially reasonable terms a valid and enforceable license to use, all patents, patent rights, licenses, inventions, copyrights, technology, software, databases, know how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade dress, domain names and other source identifiers, and any other similar intellectual property or proprietary rights in any jurisdiction throughout the world (including any and all issuances and registrations and applications for issuance or registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) used or held for use in, or otherwise necessary to, the conduct of the business as now operated by them and as proposed to be operated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement the Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or misappropriation by third parties otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any of the others with respect to any Intellectual Property Rights of (it being understood that the Companyforegoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1))); (iii) there neither the Company nor any of its subsidiaries has received any notice or is no otherwise aware of, (A) any pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others any third party against the Company or any of its subsidiaries (x) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the ownership, validity, enforceability or scope of any Intellectual Property owned by or licensed to the Company or any of its subsidiaries or (z) challenging the Company’s or any of its subsidiaries’ rights in or to any of Company’s the Intellectual Property Rights; or (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any facts that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or such subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, in each case, free and clear of all liens, encumbrances, defects or other restrictions; and (vi) none the Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to maintain the confidentiality of all Intellectual Property of the Intellectual Property Rights used by Company and its subsidiaries the value of which to the Company in or any of its business has been obtained or subsidiaries is being used by contingent upon maintaining the Company in violation confidentiality thereof and, to the knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or in the aggregateany of its subsidiaries, be expected to result in a Material Adverse Effectall of whom are bound by written and enforceable confidentiality agreements.
Appears in 2 contracts
Possession of Intellectual Property. Except as disclosed described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (i) the Company and its subsidiaries own, possess or can promptly obtain on commercially reasonable terms a valid and enforceable license to use, all patents, patent rights, licenses, inventions, copyrights, technology, software, databases, know-how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade dress, domain names and other source identifiers, and any other similar intellectual property or proprietary rights in any jurisdiction throughout the world (including any and all issuances and registrations and applications for issuance or registration of,and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) used or held for use in, or otherwise necessary to, the conduct of the business as now operated by them and as proposed to be operated in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement the Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or misappropriation by third parties otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any of the others with respect to any Intellectual Property Rights of (it being understood that the Companyforegoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1)); (iii) there neither the Company nor any of its subsidiaries has received any notice or is no otherwise aware of, (A) any pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others any third party against the Company or any of its subsidiaries (x) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the ownership, validity, enforceability or scope of any Intellectual Property owned by or licensed to the Company or any of its subsidiaries or (z) challenging the Company’s or any of its subsidiaries’ rights in or to any of Company’s the Intellectual Property Rights; or (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any facts that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or such subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, in each case, free and clear of all liens, encumbrances, defects or other restrictions; and (vi) none the Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to maintain the confidentiality of all Intellectual Property of the Intellectual Property Rights used by Company and its subsidiaries the value of which to the Company in or any of its business has been obtained or subsidiaries is being used by contingent upon maintaining the Company in violation confidentiality thereof and, to the knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or in the aggregateany of its subsidiaries, be expected to result in a Material Adverse Effectall of whom are bound by written and enforceable confidentiality agreements.
Appears in 2 contracts
Samples: Underwriting Agreement (RAPT Therapeutics, Inc.), Underwriting Agreement (RAPT Therapeutics, Inc.)
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own, or have obtained valid and enforceable licenses, or sublicenses in the Pricing Disclosure Package and the Prospectusappropriate fields, for, the Company ownsinventions, possessespatent applications, licenses or can acquire on reasonable terms rights to use patents, trademarks, trade names, patent rightsservice names, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how secrets and other intellectual property rightsdescribed in the Registration Statement, including registrations the General Disclosure Package and applications the Prospectus as being owned or licensed by them or which are necessary for registration thereof the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property RightsProperty”) necessary or material to ), and the conduct of their respective businesses does not and, to the business now conducted Company’s knowledge, will not infringe, misappropriate or proposed otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Pricing Disclosure Package Company has not been adjudged by a court of competent jurisdiction to be conducted by itinvalid or unenforceable, except to in whole or in part, and the extent that failure to own, possess, license or otherwise acquire on Company is unaware of any facts which would form a reasonable terms basis for any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effectadjudication. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any of the Intellectual Property Rights owned by that is disclosed in the CompanyRegistration Statement, the General Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (viC) none asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries have taken all reasonable steps to comply with the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property Rights used as well as in all foreign offices having similar requirements. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company in or its business subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation that is binding on the Company; except Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in each case covered by clauses (i) – (vi) such as would not, if determined adversely to violation of the Company, individually or rights of any persons. The product candidates described in the aggregateRegistration Statement, be expected to result in a Material Adverse Effectthe General Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications or incorporate confidential know-how owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Agenus Inc), MiNK Therapeutics, Inc.
Possession of Intellectual Property. Except To the Company’s knowledge, the Company and each of its subsidiaries owns or possesses, has licenses to, or can acquire or license on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them and as currently proposed to be conducted as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company owns, possesses, licenses nor any of its subsidiaries has received any notice or can acquire on reasonable terms is otherwise aware of any infringement of or conflict with asserted rights of others with respect to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “any Intellectual Property Rights”) necessary or material of any facts or circumstances which would render invalid any issued patents within the Intellectual Property disclosed in the most recent Preliminary Prospectus and the Prospectus as owned by or exclusively licensed to the conduct Company or any of its subsidiaries (the business now conducted “Company Intellectual Property”), and which infringement or proposed in conflict (if the Pricing Disclosure Package to be conducted by itsubject of any unfavorable decision, except to the extent that failure to ownruling or finding) or invalidity, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually singly or in the aggregate, have would result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except ’s knowledge: (i) except as disclosed in the Pricing Registration Statement, the General Disclosure Package (i) and the Prospectus, there are no third parties who have any ownership or license rights to any Company Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any of the Intellectual Property Rights owned by that is disclosed in the Companymost recent Preliminary Prospectus and the Prospectus as exclusively licensed to the Company or its subsidiaries; and (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Company Intellectual Property Rights of the Company; (iii) there Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any of Company’s Company Intellectual Property RightsProperty; (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company’s Company or any of its subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the most recent Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual Property Rights, other than prosecution proceedings rights of others. The Company and its subsidiaries have complied in all material respects with the United States Patent and Trademark Office, and foreign counterpart offices, with respect terms of each agreement pursuant to pending patent and trademark applications comprising the Company’s which Intellectual Property Rights; (v) there is no pending orhas been licensed to the Company or its subsidiaries, and, to the Company’s knowledge, threatened actionall such agreements are in full force and effect. To the Company’s knowledge, suit, proceeding there are no material defects in any of the patents or claim by others that patent applications included in the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectProperty.
Appears in 2 contracts
Samples: Underwriting Agreement (Strongbridge Biopharma PLC), Underwriting Agreement (Strongbridge Biopharma PLC)
Possession of Intellectual Property. Except as disclosed described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, the Company ownsand its subsidiaries own or otherwise possess, possesses, hold or have obtained valid and enforceable licenses or other rights or believe that they can acquire on commercially reasonable terms obtain such licenses or other rights to use trademarksunder patent applications, patents, patent rights, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, patent rightssoftware, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how names and other intellectual property rightsproperty, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) used in, or necessary or material to the conduct of carry on, the business now conducted or operated by the Company and its subsidiaries and as currently proposed to be operated by them, as disclosed in the Pricing Registration Statement, the General Disclosure Package to be conducted by itand the Prospectus, except to the extent that as such failure to own, possess, license own or otherwise acquire on reasonable terms any obtain such Intellectual Property Rights licenses or other rights would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any None of the Intellectual Property Rights described in the Registration Statement, the General Disclosure Package and the Prospectus as owned by the Company; (ii) or licensed to the knowledge of Company or its subsidiaries (collectively, the Company“Company Intellectual Property”) has been adjudged invalid or unenforceable, there is no material infringement in whole or misappropriation by third parties of any of the Intellectual Property Rights of the Companyin part; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of, or challenging the Company’s ownership of or rights in or to to, any Company Intellectual Property; and neither the Company nor any of Company’s its subsidiaries is aware of any facts or circumstances that would render any Company Intellectual Property Rights; (iv) invalid or unenforceable or of inadequate scope to protect the interests of the Company or any of its subsidiaries in conducting their business, except, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there is no pendingcurrently pending or, or to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging a third party alleging that the validityCompany or any of its subsidiaries infringes, enforceability misappropriates, or scope otherwise violates, or would, upon commercialization of any product candidate described in the Company’s Registration Statement, the General Disclosure Package and the Prospectus, infringe, misappropriate or otherwise violate, any Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Officeof third parties, and foreign counterpart officesneither the Company nor any of its subsidiaries has received any notice alleging, with respect or is otherwise aware of, any facts or circumstances that would give rise to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending orsuch an action, proceeding or claim, except, in each case, where such infringement, misappropriation or other violation would not reasonably be expected to result in a Material Adverse Effect. To the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used no material technology employed by the Company in its business has been obtained or is being used by the Company in violation of any contractual or legal obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would notCompany or any of its officers, if determined adversely directors or employees, which violation relates to the Companybreach of a confidentiality obligation, individually obligation to assign Intellectual Property to a previous employer or in obligation otherwise not to use the aggregate, be expected to result in Intellectual Property of a Material Adverse Effectthird party.
Appears in 2 contracts
Samples: Underwriting Agreement (Cellectis S.A.), Underwriting Agreement (Cellectis S.A.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, Each of the Company owns, possesses, licenses and each Subsidiary owns or can acquire on reasonable terms rights possesses the right to use all patents and patent applications, trademarks, trade namestrademark registrations and applications, patent rightsservice marks, service mxxx registrations and applications, tradenames, copyrights, internet copyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, licensestrade secrets and other unpatented and/or unpatentable proprietary or confidential information, trade secretssystems or procedures, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of the business now conducted or their respective businesses as currently conducted, and as proposed in the Pricing Disclosure Package to be conducted by itand described in the General Disclosure Package and the Final Prospectus, except and the Company is not aware of any claim to the extent that failure contrary or any challenge by any other person or entity to own, possess, license the rights of the Company or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or Subsidiary with respect to the foregoing except for those in the aggregate, General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. To The Intellectual Property licenses described in the knowledge General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the CompanyCompany and each Subsidiary has complied in all material respects with, there and is no material infringement not in breach nor has received any asserted or misappropriation by the Company threatened claim of breach of, any Intellectual Property Rights license, and the Company has no knowledge of a third partyany breach or anticipated breach by any other person or entity to any Intellectual Property license. To the Company’s knowledge, the Company’s and each Subsidiary’s respective businesses as now conducted does not infringe, misappropriate or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, copyrights, licenses or other Intellectual Property or franchise right of any person or entity. Except as disclosed in the Pricing General Disclosure Package (i) and the Final Prospectus, there are is no claim outstanding against the Company or any Subsidiary alleging the infringement, misappropriation or other violation by the Company or such Subsidiary of any patent, trademark, service mxxx, trade name, copyright, license or other Intellectual Property or franchise right of any person or entity. Each of the Company and each Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the execution of third parties appropriate nondisclosure and confidentiality agreements. Except as described in the Final Prospectus, all granted Intellectual Property owned by the Company and/or each Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person or entity in respect of, the Company or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property Rights owned as owned, used or held for use in the conduct of their respective businesses as currently conducted. With respect to the use of the software in the Company or any Subsidiary’s business as it is currently conducted, neither the Company nor any Subsidiary has experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected. The Company and the Subsidiaries have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company; (ii) to Company and the knowledge Subsidiaries in the conduct of the Company, there is no material infringement Company and the Subsidiaries’ business. No claims have been asserted or misappropriation by third parties threatened against the Company or any Subsidiary alleging a violation of any person’s privacy or personal information or data rights and the consummation of the Intellectual Property Rights of the Company; (iii) there is no pending ortransactions contemplated hereby, to the Company’s knowledge, threatened actionwill not breach or otherwise cause any violation of any law related to privacy, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pendingdata protection, or to the Company’s knowledgecollection and use of personal information collected, threatened actionused, suit, proceeding or claim held for use by others challenging the validity, enforceability Company or scope any Subsidiary in the conduct of the Company’s Intellectual Property Rightsor such Subsidiary’s business, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding except for such breaches or claim by others that violations as would not cause a Material Adverse Effect. Each of the Company infringesand each Subsidiary has taken reasonable measures to ensure that such information is protected against unauthorized access, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights use, modification, or other proprietary rights of others and the Company is unaware of any other fact which misuse, except for those that would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (U.S. Gold Corp.), Underwriting Agreement (Spherix Inc)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the The Company owns, possesses, licenses or can acquire on reasonable terms rights possesses the right to use trademarksall patents, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, patent rightssoftware, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how names and other intellectual property rights, including registrations and applications for registration registrations thereof (collectively, “Intellectual Property RightsProperty”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or material to for the conduct of the business now their respective businesses as currently conducted or as proposed in the Pricing Disclosure Package to be conducted by itand as described in the Registration Statement, except the General Disclosure Package and the Prospectus. Without limitation to the extent that failure to ownforegoing, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties who have or, to the Company’s knowledge, will be able to establish rights to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (iii) the Company has complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; and (viiv) to the Company’s knowledge, none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would notCompany or any of its officers, if determined adversely to the Company, individually directors or in the aggregate, be expected to result in a Material Adverse Effectemployees.
Appears in 2 contracts
Samples: Underwriting Agreement (Clarus Therapeutics Inc), Underwriting Agreement (Clarus Therapeutics Inc)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the The Company owns, possesses, licenses possesses or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rightsand similar rights (other than patents), including registrations and applications for registration thereof and licenses and approvals to use thereof (collectively, “Non-Patent Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing General Disclosure Package to be conducted by it, except to the extent that where such failure to own, possess, license possess or otherwise acquire on reasonable terms any such Non-Patent Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Company’s knowledge, the Company owns, possesses or can acquire on reasonable terms sufficient rights to the patents presently practiced by the Company, there is no material infringement which are necessary to the conduct of the business now conducted or misappropriation proposed in the General Disclosure Package to be conducted by it, except where such failure to own or possess such patent rights would not, individually or in the Company of any aggregate, have a Material Adverse Effect. The Non-Patent Intellectual Property Rights of a third party. and the patent rights are referred to herein collectively as the “Intellectual Property Rights.” Except as disclosed in the Pricing General Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company, other than licenses granted to customers, suppliers, and contractors of the Company in the ordinary course of business with respect to the Company’s products and services; (ii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by a third parties party of any Intellectual Property Rights owned by the Company; (iii) there is no pending or, to Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to, or the violation of any of the terms of, any of the Intellectual Property Rights of owned by the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iiiiv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property Rights owned by the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates misappropriates, breaches, defaults or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company which are necessary to the conduct of the business as now conducted or proposed in its business the General Disclosure Package to be conducted by it has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; , in violation of the rights of any persons, except in each case covered by clauses (i) – — (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Nanosphere Inc), Underwriting Agreement (Nanosphere Inc)
Possession of Intellectual Property. Except as disclosed The Company and each of its subsidiaries owns, possesses, licenses or has other rights to use all patents and patent applications, copyrights, trademarks, service marks, trade names, Internet domain names, technology, and/or know-how (including trade secrets, other unpatented and/or unpatentable proprietary rights) and other intellectual property that are necessary or used in any material respect to conduct their business in the Pricing manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Time of Sale Disclosure Package and the Prospectus (collectively, “Intellectual Property”); (B) all material copyrights and patents owned or licensed by the Company (including all material copyrights and patents owned or licensed by each of its subsidiaries) are valid, enforceable and not subject to any ongoing or, to the Company’s best knowledge after due inquiry, threatened interference, reexamination, judicial or administrative proceeding pertaining to validity, enforceability or scope; (C) neither the Company nor any of its subsidiaries has received any notice alleging infringement, violation or conflict with (and neither the Company nor any of its subsidiaries knows of any basis for alleging infringement, violation or conflict with) the Intellectual Property rights of any third party by the Company, its subsidiaries, or their products; (D) there are no pending or, to the knowledge of the Company or any of its subsidiaries after due inquiry, threatened actions, suits, proceedings or claims by others that allege the Company or any of its subsidiaries is infringing or has infringed any Intellectual Property right of any third party; (E) the discoveries, inventions, products or processes of the Company and its Subsidiaries referenced in the Time of Sale Disclosure Package and the Prospectus, to the Company’s best knowledge after due inquiry, do not violate or conflict with any Intellectual Property right of any third party including any discovery, invention, product or process that is the subject of a patent application filed by any third party; and (F) neither the Company owns, possesses, licenses nor any of its subsidiaries are in breach of any license or can acquire on reasonable terms rights other agreement relating to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “the Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge rights of the Company, there is no material infringement its subsidiaries or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) ; and there are no contracts, arrangements or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement. The description of the intellectual property matters of the Company and its subsidiaries as set forth in the Time of Sale Disclosure Package and the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The services of the Company and its Subsidiaries are conducted in compliance with the applicable copyright and intellectual property laws of the PRC and all other applicable jurisdictions, and do not infringe upon the rights of third parties parties. Neither the Company nor its Subsidiaries offer services with the object of promoting the use of such services to infringe any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Companyparty’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectProperty.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Market Group LTD), Underwriting Agreement (Global Market Group LTD)
Possession of Intellectual Property. Except as disclosed set forth in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, the Company ownsand its subsidiaries own and possess or have valid and enforceable licenses to use, possessesall patents, licenses patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms rights to use confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, trade secrets, inventions, technology, know-how names and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is material to the conduct of the business now conducted or their respective businesses as currently conducted, as proposed in the Pricing Disclosure Package to be conducted by itand as described in the Registration Statement, the General Disclosure Package and the Prospectus. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus and except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would notas could not reasonably be expected, individually or in the aggregate, have to result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by (i) neither the Company nor any of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package interests of the Company or any of its subsidiaries therein; (iii) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Companyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (iv) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (viv) none there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 2 contracts
Samples: National Oilwell (National Oilwell Varco Inc), Underwriting Agreement (National Oilwell Varco Inc)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own, the Company owns, possesses, licenses possess or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed as described in the Pricing General Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third partythem. Except as disclosed in the Pricing General Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries, other than Intellectual Property Rights licensed on a non-exclusive basis by the Company to customers or partners in the ordinary course of business; (ii) there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or, to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit or proceeding; (iv) other than actions which occur in the prosecution of patent and other Intellectual Property Rights applications, there is no pendingpending or, or to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark OfficeCompany is unaware of any facts which would form a reasonable basis for any such action, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rightssuit or proceeding; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; , any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the CompanyCompany or any of its subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (NeuroSigma, Inc.), Underwriting Agreement (NeuroSigma, Inc.)
Possession of Intellectual Property. Except as disclosed in To the Pricing Disclosure Package and knowledge of the ProspectusCompany, the Company ownsand its subsidiaries own, possessespossess, licenses license or can acquire on reasonable terms rights to use sufficient trademarks, trade names, inventions, patents, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technologyapprovals, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business as now conducted or proposed and as described in the Pricing General Disclosure Package to be conducted by itPackage, except to where the extent that failure to so own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries; (ii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (vi) there is no court-issued order, judgment, decree or injunction restricting the operation of the Company’s business on the basis of a conflict with or infringement of the patent rights of any third party; and (vivii) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; , any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vivii) such as would not, if determined adversely to the CompanyCompany or any of its subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect. Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 2(w) are the only representations and warranties made by the Company with respect to any and all intellectual property related matters.
Appears in 2 contracts
Samples: Underwriting Agreement (Alder Biopharmaceuticals Inc), Underwriting Agreement (Alder Biopharmaceuticals Inc)
Possession of Intellectual Property. Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, Prospectus under the heading “Business—Intellectual Property” or “Key Information―Risk Factors―We may be materially adversely affected if we are prohibited from using the brand ‘Inter’ in any of our core business verticals or if we fail to protect our intellectual property rights,” the Company ownsand its subsidiaries own, possesses, licenses possess (including through licensing agreements) or can acquire on reasonable terms rights to use all trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business as now conducted or proposed in conducted, and the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries; (ii) to the knowledge of the Company, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties the Company or its subsidiaries of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim Proceeding (as defined below) by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of Company’s Intellectual Property Rights; (iv) there is no pendingthe terms of, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope any of the Company’s their Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which facts that would form a reasonable basis for any such claim; and (viiv) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; Company or its subsidiaries in violation of the rights of any persons, except in each case covered by of the foregoing clauses (i) – through (viiv) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except for the third party patents or patent applications of which the Company is aware as disclosed set forth in the Pricing Disclosure Package second paragraph under the heading “Risk Factors – Third party claims of intellectual property infringement may prevent or delay our drug discovery and development efforts” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 (which is incorporated by reference in the Prospectus), the Company ownsand its subsidiaries own, possessespossess, licenses license or can acquire on reasonable terms rights to use adequate trademarks, trade namesnames and other rights to inventions, patent rightsknow-how, patents, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how confidential information and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to for the conduct of the business now conducted or proposed in the Pricing General Disclosure Package to be conducted by itthem, except to the extent that where such failure to own, possess, license license, or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To , and to the knowledge of the Company, Company there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or any of its subsidiaries of any of Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package and the Final Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or any of its subsidiaries; (ii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any of the Intellectual Property Rights of the CompanyCompany or any of its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or any of its subsidiaries in its business their respective businesses has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation that is binding on the Company; Company or any of its subsidiaries or in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the CompanyCompany or any of its subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own or possess, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarksterms, trade namesadequate patents, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses), trademarks, service marks, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof necessary to carry on the business now operated by them (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it), except to where the extent that failure to ownown or possess such rights or to acquire them are not reasonably expected to have, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually singularly or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Registration Statement, General Disclosure Package (i) there are no rights of third parties to any of and the Intellectual Property Rights owned by the Company; (ii) Prospectus, to the knowledge of the Company, there is no material infringement Company neither the Company nor its subsidiaries have infringed or misappropriation by third parties otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Intellectual Property of the Intellectual Property Rights of the Company; (iii) there Company is no pending or, provided to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is Company and its ssubsidiaries and no pendingperson has asserted, or to the Company’s knowledgeknowledge threatened to assert, threatened actionany claim against the Company or any of its Subsidiaries that (i) the Company or any of its Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, suit, proceeding or claim by others challenging (ii) the validity, enforceability Company or scope any of the Company’s its Subsidiaries is in breach or default of any contract under which any Company Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to provided. To the Company’s knowledge, threatened actionexcept for nonmaterial instances, suit, proceeding no third party is infringing or claim by others that otherwise violating any of the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used owned by the Company in or any of its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectSubsidiaries.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Registration Statement (excluding the exhibits thereto), the Disclosure Package and the Prospectus, the Company ownsand the Subsidiaries own, possessesor have obtained valid and enforceable licenses for, licenses or can acquire on reasonable terms other rights to use trademarksuse, trade namesthe inventions, patent rightsapplications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how secrets and other intellectual property rightsproprietary information described in the Registration Statement, including registrations the General Disclosure Package and applications the Prospectus as being owned or licensed by them or which are necessary for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now their respective businesses as currently conducted or as currently proposed in the Pricing Disclosure Package to be conducted by it(including the commercialization of products or services described in the Registration Statement, the General Disclosure Package and the Prospectus as under development), except to where the extent that failure to own, possess, license or otherwise acquire on reasonable terms any have such Intellectual Property Rights rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the CompanyEffect (collectively, there is no material infringement or misappropriation by the Company of any “Intellectual Property Rights of a third party. Except Property”); except as disclosed in the Pricing Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property owned or purported to be owned by the Company or the Subsidiaries, except for, and to the extent of, the ownership rights of third parties to any the owners of the Intellectual Property Rights owned by which the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus disclose is licensed to the Company; (ii) to the knowledge of the Company’s knowledge, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the CompanyProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of Company’s Intellectual Property Rightsany facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark OfficeProperty, and foreign counterpart officesthe Company is unaware of any facts which could form a reasonable basis for any such action, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rightssuit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or any Subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any Intellectual Property Rights product or service described in the Registration Statement, the General Disclosure Package and the Prospectus as under development, infringe or violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) none the Company and the Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any Subsidiary, and all such agreements are in full force and effect; (vii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property Rights used or that challenges the validity, enforceability or scope of any of the Intellectual Property; (viii) to the Company’s knowledge, there is no prior art that may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (ix) the product candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company in its business has been obtained or is being used by any Subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company in violation of or any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectSubsidiary.
Appears in 1 contract
Samples: www.sec.gov
Possession of Intellectual Property. Except The Company owns and possesses or has valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that, is reasonably necessary for the conduct of its business as disclosed currently conducted, as proposed to be conducted and as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, except where the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possesspossess or license such rights would not reasonably be expected, license individually or in the aggregate, to result in a Material Adverse Effect; the Company has not received any notice and is not otherwise acquire on reasonable terms aware of any such infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company therein; there are no third parties who have established or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property of the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or except as would not, individually or in the aggregate, have reasonably be expected result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) none the Company has complied with the terms of the each agreement pursuant to which any Intellectual Property Rights used by has been licensed to the Company in its business has been obtained or is being used by all material respects, and all such agreements are in full force and effect, and to the Company in violation knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually no event or in condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the aggregateright to terminate any such agreement; and, be expected to result in a Material Adverse Effectthe knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Company or that challenges the validity, enforceability or scope of any such Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package Registration Statement and the Prospectus, the Company ownsand its Subsidiaries own or possess, possesses, licenses or can acquire on reasonable terms rights to use trademarksterms, trade namesadequate patents, patent rights, licenses, approvals, inventions, copyrights, internet domain names, licensestechnology, trade secrets, inventions, technology, know-how and (including unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package Registration Statement and the Prospectus to be conducted by itthem, except to and the extent that failure to own, possess, license possess or otherwise acquire on reasonable terms such Intellectual Property Rights and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, none of the patents and patent applications owned or licensed by the Company or its Subsidiaries is invalid or unenforceable, in whole or in part. To the Company’s knowledge, none of the Intellectual Property Rights owned or licensed by the Company or its Subsidiaries, other than patents and patent applications, are invalid or unenforceable, in whole or in part. To the knowledge of the Company, there is are no material infringement unreleased liens or misappropriation by security interests which have been filed against any of the Company of any Intellectual Property Rights of a third partyowned or licensed by the Company. Except as disclosed in the Pricing Disclosure Package Registration Statement and the Prospectus, (i) the Company is not obligated to pay a material royalty, grant a license or provide other material consideration to any third party in connection with the Intellectual Property Rights owned by or licensed to the Company; (ii) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by or licensed to the CompanyCompany or its Subsidiaries, in any field of use, other than the respective licensor to the Company of such Intellectual Property Rights; (iiiii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Subsidiaries of any third party Intellectual Property Rights or third parties of any of the Intellectual Property Rights of the CompanyCompany or its Subsidiaries; (iiiiv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company or its Subsidiaries or, to the Company’s knowledge against any person or entity, (a) challenging the Company’s or any of its Subsidiaries’ rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights; (ivb) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s any such Intellectual Property Rights; or (vc) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that alleges the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and others, and, in each case, the Company is unaware of any other fact facts which would form a reasonable basis for any such claim; and (viv) none of the Intellectual Property Rights used owned by or licensed to the Company or its Subsidiaries in its business their businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation that is binding on the CompanyCompany or any of its Subsidiaries in violation of the rights of any persons; except in each case covered by clauses (i) – and (vi) to the Company’s knowledge, no employee or consultant of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment or consulting contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer or consultant where the basis of such violation relates to such employee’s employment with or such consultant’s services to the Company or any of its Subsidiaries or actions undertaken by the employee or consultant while employed with or providing services to the Company or any of its Subsidiaries. To the knowledge of the Company and as would not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (1) neither the commercial development nor the sale of any of the proposed products or processes of the Company, as described in the Registration Statement and the Prospectus, infringes, misappropriates or otherwise violates, or would, upon the commercialization of such proposed products or processes, infringe, misappropriate or otherwise violate, any Intellectual Property Rights of any third party; and (2) each current and former employee and consultant of the Company (a) has executed an inventions assignment and confidentiality agreement with the Company, on or about the respective date of hire, and signed copies of such agreements have been made available to the Agents and their counsel; and (b) has signed or agreed to assign to the Company any and all Intellectual Property Rights he or she may possess or may have possessed that are related to the Company’s business, as currently conducted and as proposed to be conducted, as described in the Registration Statement and the Prospectus. All patents and patent applications owned by or licensed to the Company or under which the Company has rights have, to the knowledge of the Company, been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) and any similar office or agency in the world in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO or similar office or agency that were not disclosed and which would preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.
Appears in 1 contract
Samples: Adicet Bio, Inc.
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectus, the Company owns, possesses, licenses Controlled Entities own or possess or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, service marks, licenses, approvals, trade secrets, databases, logos, designs, proprietary processes, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof and unpatented and unpatentable proprietary or confidential information, inventions, systems and procedures (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by itas described in the Registration Statement, except to the extent that failure to ownGeneral Disclosure Package and the Final Prospectus, possess, license or otherwise acquire on reasonable terms and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Registration Statement, General Disclosure Package and the Final Prospectus, (iA) there are no material rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or the Controlled Entities; (iiB) to the knowledge of the Company, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, the Controlled Entities or third parties of any of the Intellectual Property Rights of the CompanyCompany or the Controlled Entities; (iiiC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any Controlled Entity’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim other than circumstances disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; (ivD) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim other than prosecution proceedings circumstances disclosed in the United States Patent Registration Statement, the General Disclosure Package and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsFinal Prospectus; (vE) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others, and neither the Company nor any of the Controlled Entities has received any letter, notice or warning (whether written or unwritten) from others alleging, that the Company or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viF) none of the Intellectual Property Rights used by the Company or the Controlled Entities in its business their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation that is binding on the CompanyCompany or any of the Controlled Entities or in violation of the rights of any persons in any material respect; except in each case covered by clauses (i) – the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities; (viii) such as would notneither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (iii) the Company and the Controlled Entities are not in material breach of, if determined adversely and have complied in all material respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (iv) the Company, individually or business of the Company and the Controlled Entities are conducted in compliance with the applicable intellectual property laws and regulations in the aggregate, be expected to result PRC and all other applicable jurisdictions in a Material Adverse Effectall material respects.
Appears in 1 contract
Samples: Underwriting Agreement (LAIX Inc.)
Possession of Intellectual Property. Except as disclosed described in the Pricing Registration Statement, the General Disclosure Package and or the Prospectus, the Company ownsand its subsidiaries own, possessespossess, licenses license or can acquire on reasonable terms have other rights to use trademarksall foreign and domestic patents, patent applications, trademarks and service marks, trademark and service xxxx applications and registrations, trade names, patent rights, copyrights, internet domain nameslicenses, licensesinventions, trade secrets, inventionstechnology, technologyInternet domain names, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property RightsProperty”) ), necessary or material to for the conduct of the business their respective businesses as now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that the failure to own, possess, license or otherwise acquire on reasonable terms any hold adequate rights to use such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Registration Statement, the General Disclosure Package or the Prospectus (i) there are no the Company has not received any notice of infringement of or conflict with asserted rights of third parties with respect to any of the such Intellectual Property Rights owned by the CompanyCompany and its subsidiaries; (ii) to the knowledge of the Company’s knowledge, there is no material infringement or misappropriation by third parties of any of the such Intellectual Property Rights of the CompanyProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of Company’s Intellectual Property Rightsany facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsProperty; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates and its subsidiaries infringe or otherwise violates or conflicts with violate any Intellectual Property Rights patent, trademark, copyright, trade secret or other proprietary rights of others others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company is unaware and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such subsidiary, and all such agreements are in full force and effect, except, in the case of any other fact which would form a reasonable basis of clauses (i)-(vii) above, for any such claim; and (vi) none of the Intellectual Property Rights used infringement by the Company in its business has been obtained third parties or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such pending or threatened suit, action, proceeding or claim as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Delcath Systems, Inc.
Possession of Intellectual Property. Except as disclosed described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (i) the Company and its subsidiaries own, possess or can promptly obtain on commercially reasonable terms a valid and enforceable license to use, all patents, patent rights, licenses, inventions, copyrights, technology, software, databases, know-how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade dress, domain names and other source identifiers, and any other similar intellectual property or proprietary rights in any jurisdiction throughout the world (including any and all issuances and registrations and applications for issuance or registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) used or held for use in, or otherwise necessary to, the conduct of the business as now operated by them and as proposed to be operated in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement the Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or misappropriation by third parties otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any of the others with respect to any Intellectual Property Rights of (it being understood that the Companyforegoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1)); (iii) there neither the Company nor any of its subsidiaries has received any notice or is no otherwise aware of, (A) any pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others any third party against the Company or any of its subsidiaries (x) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the ownership, validity, enforceability or scope of any Intellectual Property owned by or licensed to the Company or any of its subsidiaries or (z) challenging the Company’s or any of its subsidiaries’ rights in or to any of Company’s the Intellectual Property Rights; or (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any facts that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or such subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, in each case, free and clear of all liens, encumbrances, defects or other restrictions; and (vi) none the Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to maintain the confidentiality of all Intellectual Property of the Intellectual Property Rights used by Company and its subsidiaries the value of which to the Company in or any of its business has been obtained or subsidiaries is being used by contingent upon maintaining the Company in violation confidentiality thereof and, to the knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or in the aggregateany of its subsidiaries, be expected to result in a Material Adverse Effectall of whom are bound by written and enforceable confidentiality agreements.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and Relevant Public Filings, each of the Prospectus, the Company Group Companies owns, possesses, licenses or can acquire on reasonable terms has other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, patent rights, copyrights, internet Internet domain names, licenses, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property rights, including registrations necessary or used in any material respect to conduct its business in the manner in which it is being conducted and applications for registration thereof in the manner in which it is contemplated as set forth in the Relevant Public Filings (collectively, the “Intellectual Property”); except as disclosed in Relevant Public Filings, none of the Intellectual Property Rights”is unenforceable or invalid; none of the Group Companies has received any notice of violation or conflict with (and none of the Group Companies knows of any basis for violation or conflict with) necessary or material rights of others with respect to the conduct Intellectual Property; except as disclosed in Relevant Public Filings, there are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the business now conducted Group Companies is infringing any patent, trade secret, trademark, service mxxx, copyright or proposed in the Pricing Disclosure Package to be conducted by itother intellectual property or proprietary right, except to the extent that failure to ownany threatened actions, possesssuits, license proceedings or otherwise acquire on reasonable terms any such Intellectual Property Rights claims which would not, individually or in the aggregate, have a Material Adverse Effect. To ; the knowledge discoveries, inventions, products or processes of the Company, there is no material infringement Group Companies referenced in the Relevant Public Filings do not violate or misappropriation by the Company conflict with any intellectual property or proprietary right of any Intellectual Property Rights third person, or any discovery, invention, product or process that is the subject of a patent application filed by any third party. Except as disclosed person; no officer, director or employee of any Group Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the Pricing Disclosure Package (i) there are no rights of third parties to any protection, ownership, development use or transfer of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledgebest knowledge after due inquiry, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for intellectual property, except where any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in have a Material Adverse Effect; the Group Companies are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property; and to the extent any Intellectual Property is sublicensed to any of the Group Companies by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason; except as disclosed in the Relevant Public Filings, none of the Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; each of the Group Companies has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”); all use or disclosure of Confidential Information owned by the Group Companies by or to a third party has been pursuant to a written agreement between the Group Companies and such third party; and all use or disclosure of Confidential Information not owned by the Group Companies has been pursuant to the terms of a written agreement between the Group Companies and the owner of such Confidential Information, or is otherwise lawful.
Appears in 1 contract
Samples: Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectuseach of its subsidiaries own or possess, the Company ownshave licenses to, possesses, licenses or can acquire licenses on reasonable terms rights to use trademarksto, trade namesadequate patents, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of carry on the business now conducted or operated by them and, to the knowledge of the Company, as currently proposed in the Pricing Disclosure Package to be conducted as disclosed in the Registration Statement and the Prospectus, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of (i) any infringement of or conflict with asserted Intellectual Property rights of others arising by it, except the Company’s or its subsidiaries’ businesses as now operated by them or (ii) any facts or circumstances which would render invalid any issued patents within the Intellectual Property disclosed in the most recent preliminary prospectus and the Prospectus as owned by or exclusively licensed to the extent that failure to ownCompany or any of its subsidiaries (the “Company Intellectual Property”), possessand which infringement or conflict (if the subject of any unfavorable decision, license ruling or otherwise acquire on reasonable terms any such Intellectual Property Rights would notfinding) or finding of invalidity, individually singly or in the aggregate, have would result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except ’s knowledge: (i) except as disclosed in the Pricing Disclosure Package (i) Registration Statement and the Prospectus, there are no third parties who have any ownership or license rights to any Company Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any of the Intellectual Property Rights owned by that is disclosed in the Companymost recent preliminary prospectus and the Prospectus as exclusively licensed to the Company or its subsidiaries; and (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Company Intellectual Property Rights of the Company; (iii) there Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any of Company’s Company Intellectual Property RightsProperty; (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company’s Company or any of its subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the most recent Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual Property Rights, other than prosecution proceedings rights of others. The Company and its subsidiaries have complied in all material respects with the United States Patent and Trademark Office, and foreign counterpart offices, with respect terms of each agreement pursuant to pending patent and trademark applications comprising the Company’s which Intellectual Property Rights; (v) there is no pending orhas been licensed to the Company or its subsidiaries, and, to the Company’s knowledge, threatened actionall such agreements are in full force and effect. To the Company’s knowledge, suit, proceeding there are no material defects in any of the patents or claim by others that patent applications included in the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectProperty.
Appears in 1 contract
Samples: Ascendis Pharma a/S
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the ProspectusDocuments, the Company ownsand its subsidiaries own or possess, possesses, licenses or can acquire on reasonable terms terms, valid and enforceable rights to use all patents, statutory invention rights, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), trademarks, service marks, business names, trade names, patent logos, slogans, trade dress, design rights, copyrights, internet Internet domain names, licensessocial media accounts, trade secretsany other designations of source or origin, inventions, intellectual property rights in technology, know-software, source code, data and know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, and/or other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of carry on the business now conducted or operated and as proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or as described in the aggregateRegistration Statement, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package and the Prospectus (icollectively, the “Disclosure Documents”) there are no rights by them, provided that the foregoing should not be construed as a representation of third parties to any non-infringement of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to parties. To the Company’s knowledge, except as disclosed in the Disclosure Documents, the Company (i) is not infringing, misappropriating, diluting or otherwise violating, and has not infringed, misappropriated, diluted or otherwise violated, any Intellectual Property rights of third parties; and (ii) has not received any notice or is otherwise aware of any facts which would form a reasonable basis for any claim or assertion that the Company, currently, or in the future upon the manufacturing or commercialization of any product or service described in the Disclosure Documents as under development, infringes, misappropriates, dilutes or otherwise violates any Intellectual Property rights of others. To the Company’s knowledge, there is no pending threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any of Company’s Intellectual Property Rightsowned or exclusively licensed by the Company or any of its subsidiaries (the “Company Intellectual Property”); or (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any Company Intellectual Property RightsProperty. As to both (A) and (B), other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company Intellectual Property has been duly maintained and, to the Company’s knowledge, is valid, subsisting and enforceable and free of material defects in connection with the filing and prosecution thereof. Except as disclosed in the Disclosure Documents: (i) the Company is the sole owner of the Company Intellectual Property owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable; and (viii) none no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be owned by the Company that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. Except as disclosed in the Disclosure Documents, the Company is not obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company Intellectual Property. The Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Disclosure Documents as exclusively licensed to the Company or its subsidiaries; and (ii) there is no infringement, misappropriation, dilution, or other violation by third parties of any Company Intellectual Property. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. The Company is taking all reasonable steps necessary to secure assignments to its title, rights and interests in and to the Company Intellectual Property owned by the Company from all employees, consultants, agents and contractors engaged in the development of the Intellectual Property Rights used by on behalf of the Company, including requiring all such employees, consultants, agents and contractors to execute appropriate invention assignment agreements to assign all of their right, title and interest in and to such Intellectual Property to the Company. To the Company’s knowledge, no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable and customary steps to protect, maintain and safeguard the Company Intellectual Property, including by implementation of physical and cyber security measures and the execution of appropriate employment contracts, patent disclosure agreements, non-competition agreements, non-solicitation agreements, nondisclosure agreements, and confidentiality agreements with their employees, and no employee of the Company or its subsidiaries is in its business or has been obtained or is being used by the Company in violation of any contractual obligation term of, such agreements or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries. All patents and patent applications owned by the Company or its subsidiaries have been duly and properly filed and each issued patent is being diligently maintained and is valid and enforceable. To the Company’s knowledge, there are no facts that would preclude the issuance of a valid and enforceable patent on any pending patent applications included in the Intellectual Property of the Company. To the Company’s knowledge, the Company and the parties prosecuting such applications have complied or are in the process of complying with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”), and all such requirements in the relevant foreign patent authority having similar requirements as the case may be, in connection with such patents and patent applications for which it has filing, prosecution and/or maintenance responsibilities. To the Company’s knowledge: (i) there is binding on no patent or patent application that contains claims that dominate or may dominate (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property of the Company; except (ii) there is no prior art material to any patent of the Intellectual Property of the Company that may render any U.S. patent held by the Company invalid or unenforceable; and (iii) there is no prior art or public or commercial activity or other facts required to be disclosed to the USPTO and any relevant foreign patent authority that were not (or are not in each case covered the process of being) disclosed and which would preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity or unenforceability with respect to any patents that have been issued with respect to such applications. The Company expects the product candidates described in the Disclosure Documents as under development by clauses (i) – (vi) such as would not, if determined adversely the Company to fall within the scope of the claims of one or more patents or patent applications owned by the Company, individually or as described in the aggregate, be expected to result in a Material Adverse EffectDisclosure Documents.
Appears in 1 contract
Samples: Underwriting Agreement (PepGen Inc.)
Possession of Intellectual Property. Except The Company owns or possesses, or has a valid license to, or can acquire on reasonable terms, all patents and patent applications, patent rights, statutory invention rights, invention disclosures, design rights, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, logos, slogans, trade dress and any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy, and/or other intellectual property (collectively, “Intellectual Property”) necessary for the conduct of the business now operated by the Company and as disclosed proposed to be conducted as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, except where the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, own or possess, have a valid license to or otherwise have the ability to acquire on reasonable terms any such Intellectual Property Rights of the foregoing would not, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. The Company has not received any notice of infringement and to the knowledge of the Company, there is no (A) infringement, misappropriation, or other violation of or conflict with any Intellectual Property rights of others by the Company, or (B) act (or lack thereof) by the Company which would reasonably be expected to render any Intellectual Property owned by or exclusively licensed to the Company (such Intellectual Property, the “Company Intellectual Property”) invalid or unenforceable, and which infringement, misappropriation, violation or conflict or invalidity or unenforceability, would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim regarding the subject matter of the foregoing sentence and the Company is unaware of any facts which would form a reasonable basis for any such claim. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim against the Company or the Company Intellectual Property, as applicable, by any third party challenging the Company’s rights in, or the validity, ownership, registrability, enforceability or scope of, any Company Intellectual Property and the Company is unaware of any facts which would form a reasonable basis for any such claim. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effect.no
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed The Company owns and possesses or has valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of its business as currently conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license own or otherwise acquire on reasonable terms any possess such Intellectual Property Rights rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To ; the knowledge Company has not received any notice nor is it otherwise aware of any infringement, misappropriation or violation of, or conflict with rights of others with respect to any Intellectual Property or any of the Company’s business, there is no material infringement products or misappropriation by activities as currently being conducted or as proposed to be conducted; the Company is not aware of any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interests of a third party. Except as disclosed the Company therein, except where such invalidity or inadequacy would not, individually or in the Pricing Disclosure Package (i) aggregate, reasonably be expected to have a Material Adverse Effect; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no will be able to establish rights to any material infringement or misappropriation by third parties Intellectual Property of any the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights of which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe, misappropriate, conflict with or violate, any Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except for such infringements, violations, conflicts or misappropriations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company has complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company’s Intellectual Property Rights, other than prosecution proceedings to the knowledge of the Company, all such agreements are in the United States Patent full force and Trademark Officeeffect, and foreign counterpart officesno event or condition has occurred or exists that gives or, with respect notice or passage of time or both, would give the other party to pending patent and trademark applications comprising any such agreement the Company’s Intellectual Property Rightsright to terminate any such agreement; (v) there is no pending orand, to the Company’s knowledge, threatened action, suit, proceeding there is no patent or claim by others patent application that the Company infringes, misappropriates or otherwise violates or conflicts contains claims that interfere with any Intellectual Property Rights that is owned or other proprietary rights licensed by of others and the Company is unaware or that challenges the validity, enforceability or scope of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectProperty.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectuswould not reasonably be expected to have a Material Adverse Effect, (A) the Company ownsand its subsidiaries own all right, possesses, licenses title and interest in or can acquire on reasonable terms rights otherwise has the right to use all patents, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsincluding applications for any of the foregoing, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof rights (collectively, “"Intellectual Property Rights”Property") that is necessary for, used or material to held for use in, or otherwise exploited in connection with, the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted operated by itthem ("Company Intellectual Property"), except and (B) to the extent that failure to ownCompany’s knowledge, possessthe Company is not infringing, license misappropriating, diluting or otherwise acquire on reasonable terms any such violating the Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to have a Material Adverse Effect, (iA) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, claim, or other proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened actionis threatened, suitalleging that the Company is infringing, proceeding misappropriating, diluting, or claim by others challenging otherwise violating the validity, enforceability or scope of the Company’s Intellectual Property Rightsof any third party in any respect, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (vB) there is no pending or, to the Company’s knowledge, threatened no third party is infringing, misappropriating, diluting, or otherwise violating the Company Intellectual Property in any respect, (C) no action, suit, claim, or other proceeding is pending, or claim by others that to the Company’s knowledge, threatened, challenging the validity, enforceability, scope, registration, ownership or use of any Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights that is necessary to its business (with the exception of office actions in connection with applications for the registration or other proprietary rights issuance of others and such Intellectual Property), (D) to the Company’s knowledge, the Company is unaware in compliance with the U.S. Patent and Trademark Office’s duty of any other fact which would form a reasonable basis candor and disclosure for any patent applications within the Company Intellectual Property filed in the United States and have made no material misrepresentation in connection with such claim; patent applications, and (viE) none of the Intellectual Property Rights used by the Company in and its business has been obtained or is being used by subsidiaries have taken reasonable measures to protect, maintain and safeguard the Company in violation Intellectual Property, including the execution of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectappropriate nondisclosure and confidentiality agreements.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, ; neither the Company ownsnor any of its subsidiaries has received any notice or is otherwise aware of any infringement, possessesmisappropriation or violation of, licenses or can acquire on reasonable terms conflict with rights of others with respect to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “any Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company’s business, there is no material infringement products or misappropriation by activities as currently being conducted or as proposed to be conducted; neither the Company nor any of its subsidiaries is aware of any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interests of a third party. Except as disclosed in the Pricing Disclosure Package (i) Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Companyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe, misappropriate, conflict with or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its subsidiaries have complied with the terms of the each agreement pursuant to which any Intellectual Property Rights used has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with any Intellectual Property that is owned or licensed by the Company in or any of its business has been obtained subsidiaries or is being used by that challenges the Company in violation validity, enforceability or scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except as otherwise disclosed in the Pricing Registration Statements, the General Disclosure Package and or the Prospectus, each of the Company and the Subsidiary owns, possessesor has obtained valid and enforceable licenses for, licenses or can acquire on reasonable terms rights to use the inventions, patent applications, patents, trademarks, trade names, patent rightsservice names, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how secrets and other intellectual property rights(1) described in the Registration Statements, including registrations the General Disclosure Package and applications the Prospectus as being owned or licensed by it or (2) which are necessary for registration thereof the conduct of its business as currently conducted or as currently proposed in the Registration Statements, the General Disclosure Package and the Prospectus to be conducted (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of the business now conducted or proposed except in the Pricing Disclosure Package to be conducted by it, except to case of clause (2) where the extent that failure to own, possess, license possess or otherwise acquire on reasonable terms any such Intellectual Property Rights rights would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To Except as described in the knowledge of Registration Statements, the General Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for Intellectual Property rights which are licensed by the Company or the Subsidiary from or granted by the Company or the Subsidiary to its partners, licensors, licensees and other third parties and customary reversionary rights of third parties third-party licensors with respect to any of the Intellectual Property Rights owned by that is licensed to the CompanyCompany or the Subsidiary; and (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of Intellectual Property. Except as would not reasonably be expected to have, individually or in the Intellectual Property Rights of the Company; (iii) aggregate, a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the CompanyCompany or the Subsidiary’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or is being used by claim; or (C) asserting that the Company in violation or the Subsidiary infringes or otherwise violates, or would, upon the commercialization of any contractual obligation that product or service described in the Registration Statements, the General Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is binding on the Company; except in each case covered by clauses (i) – (vi) unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Except as would not, if determined adversely not reasonably be expected to the Companyhave, individually or in the aggregate, be expected to result in a Material Adverse Effect, each of the Company and the Subsidiary has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or the Subsidiary, as applicable, and to the knowledge of the Company all such agreements are in full force and effect. The product candidates described in the Registration Statements, the General Disclosure Package and the Prospectus as under development by the Company or the Subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or the Subsidiary, as applicable.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, ; neither the Company owns, possesses, licenses nor any of its subsidiaries has received any notice or can acquire on reasonable terms is otherwise aware of any infringement of or conflict with rights of others with respect to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights that the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Companyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would facts that could form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed described in the Pricing General Disclosure Package and the ProspectusPackage, the Company ownsand its subsidiaries own or possess a valid right to use (in either case, possessesfree of any liens, licenses charges and encumbrances) or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing General Disclosure Package to be conducted by itthem, except to and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package (i) there are no rights of third parties to own or use any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries; (ii) to the knowledge of the Company, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third parties of any of the Intellectual Property Rights of the Company or its subsidiaries, and, to the Company’s knowledge, the Intellectual Property Rights of the Company and each of its subsidiaries are valid and enforceable; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries in or to any to, or the violation of Company’s their Intellectual Property Rights; (iv) there is no pendingpending or, or to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in Rights of the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany or its subsidiaries; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claimothers; and (vi) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company or any of its subsidiaries in violation of the rights of any persons; and (vii) the Company and its subsidiaries have taken reasonable measures to protect the confidentiality of trade secrets and other confidential and proprietary information, and, to the knowledge of the Company, there has not been any disclosure of any trade secrets or other confidential and proprietary information that has resulted, or is likely to result, in the loss of trade secret or other rights in and to such information; except in each case covered by clauses (i) – — (vivii) such as would not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Misys PLC)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package (i) The Company and the Prospectusits Subsidiaries own or have a valid license to all patents, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet software copyrights, domain names, licensesapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) used in or necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package their businesses; (iii) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) Company and its Subsidiaries and, to the knowledge of the Company’s knowledge, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of licensed to the Company; (iii) Company and its Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in validity, scope or to enforceability of any of Company’s such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) there is no pending, or to the Company’s knowledge, threatened actionno third party is infringing, suitmisappropriating or otherwise violating, proceeding or claim by others challenging the validityhas infringed, enforceability misappropriated or scope of the Company’s otherwise violated, any Intellectual Property Rights, other than prosecution proceedings in Rights owned by the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany or any of its Subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates violates, or conflicts with has infringed, misappropriated or otherwise violated, any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claimRights; and (vi) none all employees or contractors engaged in the development of the Intellectual Property Rights used by on behalf of the Company or any of its Subsidiary have executed confidentiality agreements, invention assignment agreements, technology development agreements or other similar agreements whereby such employees or contractors presently assign all of their right, title and interest in its business and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s knowledge no such agreement has been obtained breached or is being used by the Company in violation of any contractual obligation that is binding on the Company; violated, except in each case covered by clauses (i) – through (vi) such as would not, if determined adversely to the Company, not individually or in the aggregate, be reasonably expected to result in have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the ProspectusSubsidiary own, the Company ownspossess, possesses, licenses license or can acquire on reasonable terms have other rights to use trademarksall patents, patent applications, trade and service marks, trade and service mark registrations, trade names, patent rights, copyrights, internet domain names, licenses, inventions, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property RightsProperty”) necessary or material to for the conduct of the Company’s business as now conducted or as proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third partyProspectus. Except as disclosed set forth in the Pricing Disclosure Package Prospectus, (i) there are no rights of third parties to any of the such Intellectual Property Rights owned by the CompanyProperty, except any rights which have not had and are not reasonably likely to result in a Material Adverse Effect; (ii) to the knowledge of the Company’s knowledge, there is no material infringement or misappropriation by third parties of any of the such Intellectual Property Rights of the CompanyProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of Company’s Intellectual Property Rightsany facts which would form a reasonable basis for any such claim; (iv) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark OfficeProperty, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates infringes or otherwise violates or conflicts with any Intellectual Property Rights patent, trademark, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none to the Company’s knowledge, there is no patent or published patent application in the United States which contains claims that interfere with the issued or pending claims of the any Intellectual Property Rights used described in the Prospectus as being owned by or licensed to the Company; and (vii) there is no prior art of which the Company is aware that is reasonably likely to render any U.S. patent held by the Company in its business has been obtained invalid or is being used any U.S. patent application held by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely unpatentable which has not been disclosed to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectU.S. Patent and Trademark Office.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Final Prospectus, each of the Company Group Companies owns, possesses, licenses or can acquire on reasonable terms has other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, patent rights, copyrights, internet Internet domain names, licenses, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property rightsnecessary or used in any material respect to conduct its business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Registration Statement, including registrations the General Disclosure Package and applications for registration thereof the Final Prospectus (collectively, the “Intellectual Property”); except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, none of the Intellectual Property Rights”is unenforceable or invalid; none of the Group Companies has received any notice of violation or conflict with (and none of the Group Companies knows of any basis for violation or conflict with) necessary or material rights of others with respect to the conduct Intellectual Property; except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the business now conducted Group Companies is infringing any patent, trade secret, trademark, service mxxx, copyright or proposed in the Pricing Disclosure Package to be conducted by itother intellectual property or proprietary right, except to the extent that failure to ownany threatened actions, possesssuits, license proceedings or otherwise acquire on reasonable terms any such Intellectual Property Rights claims which would not, individually or in the aggregate, have a Material Adverse Effect. To ; the knowledge discoveries, inventions, products or processes of the CompanyGroup Companies referenced in the Registration Statement, there is no material infringement the General Disclosure Package and the Final Prospectus do not violate or misappropriation by the Company conflict with any intellectual property or proprietary right of any Intellectual Property Rights third person, or any discovery, invention, product or process that is the subject of a patent application filed by any third party. Except as disclosed person; no officer, director or employee of any Group Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the Pricing Disclosure Package (i) there are no rights of third parties to any protection, ownership, development use or transfer of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledgebest knowledge after due inquiry, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for intellectual property, except where any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in have a Material Adverse Effect; the Group Companies are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property; to the extent any Intellectual Property is sublicensed to any of the Group Companies by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason; and there are no contracts or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement; except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, none of the Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; each of the Group Companies has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”); all use or disclosure of Confidential Information owned by the Group Companies by or to a third party has been pursuant to a written agreement between the Group Companies and such third party; and all use or disclosure of Confidential Information not owned by the Group Companies has been pursuant to the terms of a written agreement between the Group Companies and the owner of such Confidential Information, or is otherwise lawful.
Appears in 1 contract
Samples: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights The members of third parties the Husky Group own with good and valid title thereto, free and clear of all Encumbrances, or have the full right or license to any of use, and to continue to use, the Intellectual Property Rights owned by, licensed to, or used by any of them in the Companyoperation, conduct or maintenance of their respective businesses in the manner presently and historically operated, conducted and maintained (collectively, the "Husky Group IP"); (ii) to the knowledge Husky Group IP is sufficient for each member of the CompanyHusky Group to operate, there is no material infringement conduct and maintain its respective business in the manner presently and historically operated, conducted and maintained; (iii) neither the operation, conduct or misappropriation maintenance by third parties any member of the Husky Group of its respective business in the manner presently and historically operated, conducted and maintained, nor the use by any member of the Husky Group of any of Husky Group IP in respect thereto infringes, misappropriates, misuses or violates the Intellectual Property Rights or any other rights of the Company; (iii) there is no pending orany third party, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in breaches any duty or obligation owed to any of Company’s Intellectual Property Rightsthird party; (iv) there is no pendingmember of the Husky Group has received any notice, or to the Company’s knowledgecomplaint, threatened action, suit, proceeding threat or claim by others challenging alleging: (A) the validityinfringement, enforceability misappropriation, misuse or scope violation of any Intellectual Property Right or other right of any third party or breach of any duty or obligation owed to any third party; or (B) that a member of the Company’s Husky Group does not own any Husky Group IP or, in the case of Husky Group IP which is licensed to a member of the Husky Group, that such member does not have the right to use such Intellectual Property RightsRights in connection with the operation, other than prosecution proceedings conduct and maintenance of its business in the United States Patent manner presently and Trademark Officehistorically operated, conducted and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rightsmaintained; (v) there is no pending oreach member of the Husky Group has used and continues to use reasonable commercial efforts (including measures to protect secrecy and confidentiality, where appropriate) to protect the Company’s knowledgeHusky Group IP; (vi) the entering into of this Agreement will not trigger any material change of control payments or fees under any seismic license agreements; (vii) the Information Technology owned, threatened actionlicensed, suitleased or used by any member of the Husky Group (collectively, proceeding the "Husky Group IT") meets or claim by others that exceeds industry standards, and adequately satisfies the Company infringesdata processing and other computing needs of the respective businesses and operations of each member of the Husky Group as presently and historically operated, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights conducted and maintained; (viii) each member of others the Husky Group: (A) has and continues to use reasonable commercial efforts to protect the security and integrity of the Husky Group IT and the Company is unaware of any other fact which would form a reasonable basis for any such claiminformation thereon; and (vib) none has adopted administrative, procedural, physical and technological safeguards (including disaster recovery and business continuity plans), which are consistent with or exceed current industry standards, to adequately and properly ensure the protection of its respective business; and (ix) each member of the Intellectual Property Rights used by the Company Husky Group has collected, used, disclosed, stored, and otherwise processed all Personal Information under its custody and control materially in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectaccordance with applicable data protection and privacy Laws.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed described in the Pricing Disclosure Package Registration Statement and the ProspectusProspectus or where it would not, singly or in the aggregate, result in a Material Adverse Effect, (A) the Company ownsand its subsidiaries own, possessespossess or have the right to use, licenses or can acquire the right to use on reasonable terms rights to use trademarksterms, trade names, patent rights, copyrights, internet domain namesall patents, licenses, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of carry on the business now conducted or operated by them and as currently proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or as described in the aggregateRegistration Statement or the Prospectus, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (iiB) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the all Intellectual Property Rights owned by or exclusively licensed to the Company or its subsidiaries (such Intellectual Property, the “Company Intellectual Property”) has been duly and properly filed and maintained, is free and clear of the Company; liens or security interests, and is in full force and effect, valid, subsisting and enforceable, (iiiC) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others third party challenging the validity, ownership, registrability, enforceability or scope of the Company’s any Company Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such claim; and , (viD) none no third party, to the knowledge of the Company, is infringing, misappropriating or otherwise violating any Company Intellectual Property Rights used and there is no pending or threatened action, suit, proceeding or claim by the Company in or any of its business has been obtained or is being used by subsidiaries against a third party regarding the foregoing, (E) (1) neither the Company in nor any of its subsidiaries has received any written notice of nor, to the knowledge of the Company, has engaged in, any infringement, misappropriation or other violation of any contractual obligation that Intellectual Property of any third party, (2) there is binding on no pending or, to the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to knowledge of the Company, individually threatened action, suit, proceeding or claim regarding the subject matter of the foregoing, and (3) the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such claim, (F) to the knowledge of the Company, the parties prosecuting patent applications within the Company Intellectual Property have complied with their duty of candor and disclosure to the USPTO or foreign patent offices, as applicable, in connection with such applications and the Company is not aware of any facts required to be disclosed to the USPTO or foreign patent offices that were not disclosed and which would preclude the grant of a patent in connection with any such patent application or could form the basis of a finding of invalidity or unenforceability with respect to any patents that have issued with respect to such patent applications, (G) each person who is or was an employee or contractor of the Company or any of its subsidiaries and who is or was involved in the aggregatecreation or development of any Company Intellectual Property for or on behalf of the Company has executed a valid agreement containing an assignment or exclusive license to the Company or any of its subsidiaries of such person’s rights in and to such Company Intellectual Property, be expected (H) the Company has taken reasonable steps in accordance with standard industry practice to result maintain and protect the confidentiality of the trade secrets and other confidential Intellectual Property used in a Material Adverse Effectconnection with the business of the Company and its subsidiaries and, to the knowledge of the Company, such confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to nondisclosure and confidentiality agreements.
Appears in 1 contract
Samples: CureVac N.V.
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own, the Company owns, possesses, licenses possess or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “all Intellectual Property Rights”(as defined below) necessary or material to for the conduct of the business now conducted or proposed businesses of the Company and its subsidiaries as described in the Pricing Registration Statement, the General Disclosure Package to be conducted by itand the Prospectus as now conducted, except and (i) to the extent that failure to ownCompany’s knowledge there is no infringement, possess, license misappropriation or otherwise acquire on reasonable terms violation by third parties of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyProperty; (ii) there is no pending or, to the knowledge of the Company, there threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property, and the Company is no material infringement or misappropriation by third parties unaware of any of the Intellectual Property Rights of the Companyfacts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and its subsidiaries and, to the knowledge of the Company, the Intellectual Property licensed to the Company or any of its subsidiaries have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights validity or scope of any such Intellectual Property, and except as described in the Registration Statement, the General Disclosure Package or to the Prospectus the Company is unaware of any of Company’s Intellectual Property Rightsfacts which would form a reasonable basis for any such claim; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and others, neither the Company nor any of its subsidiaries has received any written notice of such claim in the past three years and neither the Company nor any of its subsidiaries is unaware aware of any other fact facts which would form a reasonable basis for any such claim, except as described in the Registration Statement, the General Disclosure Package and the Prospectus; and (viv) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company’s knowledge, individually no employee of the Company or any of its subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the aggregatebasis of such violation relates to such employee’s employment with the Company or such subsidiary, be expected to result in a Material Adverse Effector actions undertaken by the employee while employed with the Company or such subsidiary. The term “Intellectual Property” as used herein means all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, proprietary technology and proprietary know-how.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in To the Pricing Disclosure Package and knowledge of the ProspectusCompany, the Company ownsand its subsidiaries own or possess licenses to practice and use all material inventions, possessespatent applications, licenses or can acquire on reasonable terms rights to use patents, trademarks, trade names, patent rightsservice names, copyrights, internet domain names, licenses, trade secrets, inventionsdomain names, technology, know-how and other intellectual property rightsdescribed in the Registration Statement, including registrations the Disclosure Package, and applications the Prospectus as being owned or licensed by them or which are necessary for registration thereof the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement, the Disclosure Package, and the Prospectus (collectively, “Intellectual Property”). To the knowledge of the Company, there are no third parties who have or will be able to establish ownership rights in or to any Intellectual Property Rights”) necessary owned or material purported to be owned by the Company or each of its subsidiaries, or any right to practice or use any Intellectual Property owned or purported to be owned by or exclusively licensed to the conduct Company or any of its subsidiaries, except for customary reversionary rights of third-party licensors. To the knowledge of the business now conducted Company, neither the Company nor any of its subsidiaries is infringing, misappropriating, diluting, or proposed otherwise violating, or has infringed, misappropriated, diluted, or otherwise violated, any intellectual property rights of third parties with respect to the Company’s development, manufacture, and, if approved, commercialization, of the roxadustat and pamrevlumab products described in the Pricing Registration Statement, the Disclosure Package to be conducted by itPackage, except to and the extent that failure to ownProspectus in a manner that, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, would have a Material Adverse Effect. To the knowledge of the Company, there the Company has disclosed to Manager and described in the Registration Statement, the Disclosure Package, and the Prospectus all material information regarding ownership, third-party rights, and any obligations to pay a material royalty on, to grant a license or option to, or to provide other material consideration to any third party with respect to the Intellectual Property To the knowledge of the Company, all employees, consultants, agents, and contractors engaged in the development of Intellectual Property on behalf of the Company or any of its subsidiaries have executed invention assignment agreements whereby such employees, consultants, agents, and contractors presently assign all of their right, title, and interest in and to such Intellectual Property to the Company, and to the Company’s knowledge, no such agreement has been breached or violated. To the Company’s knowledge, no employee, consultant, agent, or contractor of the Company or any of its subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement nondisclosure agreement or any restrictive covenant to or with a former employer or other third party where the basis of such violation relates to such individual’s engagement with the Company or actions undertaken while employed or engaged with the Company in a manner that, individually or in the aggregate, would have a Materially Adverse Effect. There is no material infringement pending or, to the Company’s knowledge, no threatened action, suit, proceeding, or misappropriation claim by third parties asserting that the Company or any of its subsidiaries infringes, misappropriates, dilutes, or otherwise violates, or would, upon the manufacturing or commercialization of the roxadustat or pamrevlumab products described in the Registration Statement, the Disclosure Package, and the Prospectus, infringe, misappropriate, dilute, or otherwise violate any intellectual property rights of third parties, and neither the Company nor any of its subsidiaries has received any notice of any Intellectual Property Rights claim of a infringement, misappropriation, or other violation of, or conflict with, any such rights of third partyparties. Except as disclosed in the Pricing Registration Statement, the Disclosure Package (i) there are no rights of third parties to any of Package, and the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the CompanyProspectus, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, no threatened action, suit, proceeding proceeding, or claim by others (i) asserting breach of an agreement pursuant to which Intellectual Property was licensed to the Company or to one of its subsidiaries, (ii) challenging the Company’s or any of its subsidiaries’ rights in or to any of Company’s Intellectual Property Rights; (ivexcept in the ordinary course of patent prosecution) there or (iii) challenging the validity, enforceability, or scope of any Intellectual Property (except in the ordinary course of patent prosecution) that would have a Material Adverse Effect. There is no pending, or to the knowledge of the Company’s knowledge, no threatened action, suit, proceeding proceeding, or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries that a third party infringes, misappropriates misappropriates, or otherwise violates or conflicts with any Intellectual Property Rights owned, purported to be owned, or other proprietary rights of others and exclusively licensed to the Company is unaware or any of any other fact which its subsidiaries in a manner that would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in have a Material Adverse Effect.. To the knowledge of the Company, (i) the roxadustat and pamrevlumab products described in the Registration Statement, the Disclosure Package, and the Prospectus as under development and/or commercialization fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company, (ii) no government funding, facilities, or resources belonging to a university, college, other educational institution or research center were used in development of the Intellectual Property, and (iii) no government funding, facilities, or resources belonging to a university, college, or other educational institution or research center has any claim or right in or to any Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries
Appears in 1 contract
Samples: Terms Agreement (Fibrogen Inc)
Possession of Intellectual Property. Except The Company owns or possesses, or has a valid license to, all patents and patent applications, patent rights, statutory invention rights, invention disclosures, design rights, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, logos, slogans, trade dress and any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy, and/or other intellectual property (collectively, “Intellectual Property”) used in or reasonably necessary to carry on the business now operated by the Company and as disclosed proposed to be conducted as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, provided that the foregoing representation shall not be deemed a representation of no infringement, misappropriation or other violation of or conflict with any Intellectual Property rights of others. The Company has not received any notice of any claim of infringement, violation or misappropriation of third-party Intellectual Property; to the knowledge of the Company, there is no infringement, misappropriation, or other violation of or conflict with any Intellectual Property rights of others by the Company; and there is no act (or lack thereof) by the Company owns, possesses, licenses or can acquire on reasonable terms rights which would reasonably be expected to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “render any Intellectual Property Rightsowned by or exclusively licensed to the Company (such Intellectual Property, the “Company Intellectual Property”) necessary invalid or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by itunenforceable, except to the extent that failure to ownand which would, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim regarding the subject matter of the foregoing sentence. (a) The Company Intellectual Property is valid, subsisting and enforceable and (b) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim against the Company or the Company Intellectual Property, as applicable, by any third party challenging the Company’s rights in, or the validity, ownership, registrability, enforceability or scope of, any Company Intellectual Property. To the knowledge of the Company, there is no infringement, misappropriation, or other violation of any Company Intellectual Property by third parties and there is no pending or threatened action, suit proceeding or claim by the Company against a third party regarding the foregoing. (1) The Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, (2) the Company has not received any written notice alleging any such noncompliance and is unaware of any facts which would form a reasonable basis for any such claim and (3) all such agreements are in full force and effect, except as would not in each case (1) to (3), singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All registered Company Intellectual Property owned by Company and to the Company’s knowledge, all registered Company Intellectual Property licensed by Company has been duly maintained and is in full force and effect and there are no material defects in, including in connection with the filing and prosecution of, any of the Company Intellectual Property. Each Person who is or was or expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company has executed a valid written agreement effectively assigning to the Company such Person’s rights in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company is in or has ever been in violation of any term of any agreement or covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or actions undertaken by the employee while employed with the Company, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has taken all reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Intellectual Property used in connection with the business of the Company. To the knowledge of the Company, the confidentiality of its trade secrets and confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements, except as would not with any such compromise, disclosure, or access, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement university, military, educational institution, research center, Governmental Entity or misappropriation by other organization has funded, contributed to or sponsored research and development conducted in connection with the business of the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package that (i) there are no rights has any claim of third parties to right to, ownership of or other lien on any of the Company Intellectual Property Rights owned by the Company; or (ii) to would affect the knowledge proprietary nature of any Company Intellectual Property or restrict the ability of the CompanyCompany to enforce, there is no material infringement license or misappropriation by third parties of exclude others from using any of the Company Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectProperty.
Appears in 1 contract
Samples: Underwriting Agreement (Mineralys Therapeutics, Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package Registration Statement and the ProspectusTime of Sale Disclosure Package, each of the Company ownsand its subsidiaries owns or has obtained valid and enforceable licenses for, possesses, licenses or can acquire on reasonable terms rights otherwise has the right to use or possess sufficient software, databases, trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Registration Statement and the Time of Sale Disclosure Package to be conducted by itthem, except to and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Registration Statement and the Time of Sale Disclosure Package (i) to the knowledge of the Company and its subsidiaries, there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries, as applicable; (ii) to the knowledge of the CompanyCompany and its subsidiaries, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or any of its subsidiaries or third parties of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending or, to the Company’s knowledgeknowledge of the Company and its subsidiaries, threatened action, suit, proceeding or claim by others challenging the Company’s Company or any of its subsidiaries rights in or to to, or the violation of any of Company’s the terms of any of their Intellectual Property Rights, and neither the Company nor any of its subsidiaries are aware of any facts which would form a reasonable basis for any such claim; (iv) there is no pendingpending or, or to the Company’s knowledgeknowledge of the Company or its subsidiaries, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and none of the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany or its subsidiaries is aware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledgeknowledge of the Company or its subsidiaries, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and neither the Company nor any of its subsidiaries is unaware aware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or any of its subsidiaries in its business their respective businesses has been obtained or is being used by the Company or such subsidiary in violation of any contractual obligation that is binding on the Company; Company or any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the CompanyCompany or its subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights, including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its subsidiaries.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed described in the Pricing General Disclosure Package and the Prospectus, the Company owns, possesses, licenses Prospectus or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights as would not, individually or in the aggregate, have result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by (A) the Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Company; its subsidiaries, (iiiC) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; , (D) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement and (viE) none there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own all rights in the Pricing Disclosure Package patents and the Prospectuspatent applications, the Company ownscopyright registrations and applications for copyright registration, possessestrademark registrations and applications for trademark registrations, licenses or can acquire on reasonable terms rights to use trademarksand service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, and domain namesnames that are identified with particularity as being owned by the Company or any of its subsidiaries in (including through incorporation by reference) the Registration Statement, licensesthe General Disclosure Package, or the Prospectus (“IP Rights”). The Company and its subsidiaries have valid and enforceable licenses to those certain intellectual property rights as specified in the license agreements identified with particularity in (including through incorporation by reference) the Registration Statement, the General Disclosure Package, or the Prospectus (“License Rights”). The Company and its subsidiaries own or otherwise possess all rights in that certain know how (including trade secrets, inventions, technology, know-how secrets and other intellectual property rightsunpatented and/or unpatentable proprietary or confidential information, including registrations systems, or procedures) that is used in currently and applications is necessary for registration thereof the conduct of their respective businesses as currently conducted (collectively“Know-How”). To the Company’s knowledge, the IP Rights, License Rights, and Know-How, taken together (the “Intellectual Property Rights”) necessary or material to ), are sufficient for the conduct of the business now conducted respective businesses of the Company and its Subsidiaries as currently conducted. Neither the Company nor any of its subsidiaries have received any notice or proposed are otherwise aware of any infringement, misappropriation, or violation of the IP Rights or the Know How in any of the Pricing Disclosure Package to Company’s or its subsidiaries’ businesses as currently conducted, or its or their products as currently constituted, which could reasonably be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would notexpected, individually or in the aggregate, have to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries are aware of any facts or circumstances that would reasonably be expected to render any IP Rights invalid. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding, or claim by any third party challenging the Company’s or any subsidiary’s rights in or to the Rights, or challenging the validity or enforceability of any of the IP Rights or the Know How that is owned by the Company or any of its subsidiaries, or asserting that the Company or any subsidiary infringes, misappropriates, or violates any intellectual property rights of any third party, in each instance that would be materially adverse to the Company. To the knowledge of the Company, (x) the Company and its subsidiaries have in all material respects complied with the terms of each license agreement pursuant to which any License Rights have been licensed to the Company or any subsidiary; (y) all such agreements are in full force and effect; and (z) no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any licensor of the License Rights the right to terminate any such agreement. To the knowledge of the Company, there is no material infringement or misappropriation by issued patent having currently enforceable claims that would require the Company to obtain a license from the third party holder of any Intellectual Property Rights of a third party. Except as disclosed such patent in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others order that the Company infringes, misappropriates or otherwise violates its subsidiaries continue to conduct any material aspect of its or conflicts with their business as currently conducted that is covered by any Intellectual Property allowed patent claims within the IP Rights or other proprietary rights of others and that could reasonably be used by such third party holder to challenge the Company is unaware validity or enforceability of any other fact which would form a reasonable basis for any such claim; and (vi) none of allowed patent claims within the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIP Rights.
Appears in 1 contract
Samples: Underwriting Agreement (Tabula Rasa HealthCare, Inc.)
Possession of Intellectual Property. Except as disclosed in To the Pricing Disclosure Package and the ProspectusCompany’s knowledge, the Company owns, possesses, licenses and the Subsidiaries own or can acquire on reasonable terms possess adequate enforceable rights to use trademarksall patents, patent applications, trademarks (both registered and unregistered), trade names, patent rightstrademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, internet domain namescopyright registrations, licenses, trade secrets, inventions, technology, licenses and know-how (including trade secrets and other intellectual property rightsunpatented and/or unpatentable proprietary or confidential information, including registrations and applications for registration thereof systems or procedures) (collectively, the “Intellectual Property RightsProperty”) ), necessary or material to for the conduct of the business now their respective businesses as currently conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that the failure to own, possess, license own or otherwise acquire on reasonable terms any possess adequate rights to use such Intellectual Property Rights would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. To The Company and the knowledge Subsidiaries have not received any written notice of the Company, there is no material any claim of infringement or misappropriation by the Company of any conflict which asserted Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Companyothers, there is no material which infringement or misappropriation by third parties conflict, if the subject of any of the Intellectual Property Rights of the Company; (iii) there is no pending oran unfavorable decision, would reasonably be expected to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights result in or to any of Company’s Intellectual Property Rights; (iv) there is a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened action, suit, proceeding judicial proceedings or claim by others interference proceedings challenging the validity, enforceability Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s Intellectual Property Rightsor its Subsidiaries’ patents, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to or proprietary information. To the Company’s knowledge, threatened action, suit, proceeding no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by others that virtue of any contract, license or other agreement entered into between such entity or individual and the Company infringesor any Subsidiary or by any non-contractual obligation, misappropriates other than by written licenses granted by the Company or otherwise violates any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or conflicts with its Subsidiaries in or to any Intellectual Property Rights owned, licensed or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used optioned by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would notSubsidiary which claim, if determined adversely to the Companysubject of an unfavorable decision, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Perspective Therapeutics, Inc.)
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trade secrets and other proprietary information described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, possesses, licenses Prospectus as being owned or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications licensed by them or which are necessary for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by ittheir respective businesses as currently conducted, except to where the extent that failure to own, possess, license or otherwise acquire on reasonable terms any have such Intellectual Property Rights rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the CompanyEffect (collectively, there is no material infringement or misappropriation by the Company of any “Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package Property”); (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for, and to the extent of, the ownership rights of third parties to any the owners of the Intellectual Property Rights owned by which the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus disclose is licensed to the Company; (ii) to the knowledge of the Company’s knowledge, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the CompanyProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of Company’s Intellectual Property Rightsany facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsProperty; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any Intellectual Property Rights product or service described in the Registration Statement, the General Disclosure Package and the Prospectus as under development, infringe or violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others and others; (vi) the Company is unaware and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any other fact which would form a reasonable basis for any subsidiary, and all such claimagreements are in full force and effect; and (vivii) none there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property Rights used by or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on of the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Renewable Energy Group, Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing General Disclosure Package and the ProspectusPackage, the Company ownsand the Group Entities own, possesses, licenses possess or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted operated by them, or presently employed by them, or proposed in the Pricing General Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third partythem. Except as disclosed in the Pricing General Disclosure Package Package, (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; Company or its subsidiaries, (ii) to the knowledge of the Company, there is no material infringement infringement, misappropriation breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties the Company or its subsidiaries of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; Company or any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – — (vi) such as would not, if determined adversely to the CompanyCompany or any of its subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (China Real Estate Information Corp)
Possession of Intellectual Property. Except as disclosed in To the Pricing Disclosure Package and the ProspectusCompany’s knowledge, each of the Company ownsand each Subsidiary owns or possesses all patents and patent applications, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade namestrademark registrations and applications, patent rightsservice marks, service xxxx registrations and applications, tradenames, copyrights, internet copyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, licensestrade secrets and other unpatented and/or unpatentable proprietary or confidential information, trade secretssystems or procedures, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) that the Company currently believes is necessary or material to the conduct of the business now conducted or their respective businesses as currently conducted, and as proposed in the Pricing Disclosure Package to be conducted by itand described in the General Disclosure Package and the Final Prospectus, except and the Company is not aware of any claim to the extent that failure contrary or any challenge by any other person or entity to own, possess, license the rights of the Company or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or Subsidiary with respect to the foregoing except for those in the aggregate, General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and each Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the knowledge of Company’s knowledge, the Company’s and each Subsidiary’s respective businesses as now conducted and as proposed to be conducted does not and will not infringe, there is no material infringement misappropriate or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other Intellectual Property or franchise right of any person or entity. No claim has been made in writing against the Company or any Subsidiary alleging the infringement, misappropriation or other violation by the Company or any Subsidiary of any patent, trademark, service xxxx, trade name, copyright, trade secret, license or other Intellectual Property Rights or franchise right of a third partyany person or entity. Except as disclosed Each of the Company and each Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. To the Company’s knowledge, all Intellectual Property owned by the Company and/or each Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the Pricing Disclosure Package (i) there are no rights loss or impairment of third parties or payment of any additional amounts with respect to, nor require the consent of any other person or entity in respect of, the Company or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property Rights owned as owned, used or held for use in the conduct of their respective businesses as currently conducted. With respect to the use of the software in the Company or any Subsidiary’s business as it is currently conducted, neither the Company nor any Subsidiary has experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected. The Company and each Subsidiary have at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company; (ii) to Company and any Subsidiary in the knowledge conduct of the CompanyCompany and each Subsidiary’s business, there is no material infringement except for those failures to comply that would not reasonably be expected to have a Material Adverse Effect. No claims have been asserted or misappropriation by third parties threatened in writing against the Company or any Subsidiary alleging a violation of any person’s privacy or personal information or data rights and the consummation of the Intellectual Property Rights transactions contemplated hereby will not breach or otherwise cause any violation of the Company; (iii) there is no pending orany law related to privacy, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pendingdata protection, or to the Company’s knowledgecollection and use of personal information collected, threatened actionused, suit, proceeding or claim held for use by others challenging the validity, enforceability Company or scope any Subsidiary in the conduct of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Companyor any Subsidiary’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others business except for those that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect. Each of the Company and each Subsidiary takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse, except for those that would not have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits Subsidiary own and possess or have valid and enforceable licenses to use, the Company ownsall patents, possessespatent rights, licenses patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms rights to use confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, trade secrets, inventions, technology, know-how names and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) that is described in the General Disclosure Package or the Final Prospectuses or that is necessary or material to for the conduct of the business now conducted or their respective businesses as currently conducted, as proposed to be conducted, and as described in the Pricing General Disclosure Package to be conducted by it, except to and the extent that failure to own, possess, license Final Prospectuses; neither the Company nor its Subsidiary has received any notice or is otherwise acquire on reasonable terms aware of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or of its Subsidiary therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement would reasonably be expected to be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties its Subsidiary, except for, and to the extent of, the ownership rights of any the owners of the Intellectual Property Rights of that the CompanyGeneral Disclosure Package and the Final Prospectuses disclose is licensed to the Company or its Subsidiary; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or its Subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or its Subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the General Disclosure Package or the Final Prospectuses, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its subsidiary have complied in all material respects with the terms of the each agreement pursuant to which any Intellectual Property Rights used by has been licensed to the Company or its subsidiary, all such agreements are in its business has been obtained or is being used by full force and effect, and, to the Company in violation knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually no event or in condition has occurred or, to the aggregateknowledge of the Company, be expected exists that gives or, with notice or passage of time or both, would give any person or entity the right to result in a Material Adverse Effectterminate any such agreement.
Appears in 1 contract
Samples: Underwriting Agreement (IMV Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own, the Company owns, possesses, licenses possess or can acquire on reasonable terms sufficient rights to use use, all trademarks, service marks, trade namesnames (including all goodwill associated with the foregoing), patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) used in, or necessary or material to for the conduct of the business now conducted or proposed in the Pricing General Disclosure Package and the Final Prospectus to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third partyor its subsidiaries. Except as disclosed in the Pricing General Disclosure Package and the Final Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; Company or its subsidiaries, (ii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third parties party of any of the Intellectual Property Rights of the Company; Company or any of its subsidiaries, (iii) to the Company’s knowledge, none of the Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or in violation of any rights of any third party, or (iv) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any Subsidiary is contingent upon maintaining the confidentiality thereof, (v) except as disclosed in the General Disclosure Package and the Final Prospectus, the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Company Intellectual Property, and (vi) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the Company’s rights in validity, enforceability of any Intellectual Property Rights of the Company or to any of Company’s Intellectual Property Rights; (iv) there its subsidiaries, and the Company is no pending, or to unaware of any facts which would form a reasonable basis for any such claim. To the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (vi) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringesor any of its subsidiaries has materially infringed, misappropriates misappropriated or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of violated the Intellectual Property Rights used by of any third party (ii) challenging the Company Company’s or any of its subsidiaries’ rights in its business has been obtained or is being used by to, or alleging the Company in violation of any contractual obligation that is binding on of the Company; except in each case covered by clauses (i) – (vi) such as would notterms of, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectany of their Intellectual Property Rights.
Appears in 1 contract
Samples: Underwriting Agreement (ObsEva SA)
Possession of Intellectual Property. Except as disclosed described in the Pricing Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights as would not, individually or in the aggregate, have result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by (A) the Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement or the Prospectus, or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement and the Prospectus, (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights which the Registration Statement and the Prospectus disclose is licensed to the Company or any of the Company; its subsidiaries, (iiiC) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; , (D) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement and (viE) none there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Equity Distribution Agreement (Northwest Natural Holding Co)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectus, the Company owns, possesses, licenses Controlled Entities own or can acquire on reasonable terms possess adequate rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Registration Statement, the General Disclosure Package and the Final Prospectus to be conducted by itthem, except to and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package and the Final Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or the Controlled Entities; (ii) to there is no infringement, misappropriation, breach, default or other violation, or the knowledge occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, there is no material infringement the Controlled Entities or misappropriation by third parties of any of the Intellectual Property Rights of the CompanyCompany or the Controlled Entities; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any Controlled Entity’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pendingpending or, or to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any Intellectual Property Rights, other than prosecution proceedings in Rights owned by the United States Patent and Trademark OfficeCompany or the Controlled Entities, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or the Controlled Entities in its business their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation that is binding on the Company, or the Controlled Entities, or in violation of the rights of any persons; (vii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim that relates to any challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (viii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (ix) the Company and the Controlled Entities are not in breach of, and have complied in all respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (x) the businesses of the Company and the Controlled Entities are conducted in compliance with the applicable intellectual property laws and regulations in the PRC and all other applicable jurisdictions in all respects; except in each case covered by clauses (i) – (vix) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (AiHuiShou International Co. Ltd.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits Subsidiaries own, the Company ownslicense, possesses, licenses possess or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed their respective businesses as described in the Pricing General Disclosure Package to be conducted by it, except to them and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package Package, (i) there are no rights of third parties have been granted exclusive licenses to use any of the Intellectual Property Rights owned by the Company or its Subsidiaries except as would not interfere with the conduct of the Company’s or the applicable Subsidiary’s business as now conducted; (ii) to the knowledge of the Company, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Subsidiaries or, to the Company’s knowledge, third parties of any of the Intellectual Property Rights of the CompanyCompany or its Subsidiaries; (iii) there is no pending or to the Company knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any Subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Subsidiaries in its business their businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation that is binding on the Company; Company or any of its Subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the CompanyCompany or any of its Subsidiaries, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Worthington Industries Inc)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, and domain names (collectively, “Intellectual Property Rights of a third party. Except as disclosed Property”) that is described in the Pricing Registration Statement, the General Disclosure Package (i) there are no or the Prospectus and used in the conduct of their respective businesses as currently conducted, as proposed to be conducted, and as described in the Registration Statement, the General Disclosure Package and the Prospectus; neither the Company nor any of its subsidiaries has received any written notice or is otherwise aware that the conduct of their respective businesses as currently conducted infringes, misappropriates, or violates the rights of third parties to any of the Intellectual Property Rights owned by the Companyothers; (ii) to the knowledge of the Company, there is are no material infringement or misappropriation by third parties of who have or will be able to establish rights to any Intellectual Property owned by the Company or any of its subsidiaries (“Company-owned Intellectual Property”), except as disclosed in the Intellectual Property Rights of Registration Statement, the CompanyGeneral Disclosure Package and the Prospectus; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s -owned Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the any Company’s -owned Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and others; the Company is unaware and its subsidiaries have materially complied with the terms of each agreement pursuant to which any other fact which Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would form a reasonable basis for give any person the right to terminate any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectagreement.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed The Company owns and possesses or has valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of its business as currently conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license own or otherwise acquire on reasonable terms any possess such Intellectual Property Rights rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To ; the knowledge Company has not received any notice nor is it otherwise aware of any infringement, misappropriation or violation of, or conflict with rights of others with respect to any Intellectual Property or any of the Company’s business, there is no material infringement products or misappropriation by activities as currently being conducted or as proposed to be conducted; the Company is not aware of any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interests of a third party. Except as disclosed the Company therein, except where such invalidity or inadequacy would not, individually or in the Pricing Disclosure Package (i) aggregate, reasonably be expected to have a Material Adverse Effect; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no will be able to establish rights to any material infringement or misappropriation by third parties Intellectual Property of any the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights of which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe, misappropriate, conflict with or violate, any Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except for such infringements, violations, conflicts or misappropriations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company has complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company’s Intellectual Property Rights, other than prosecution proceedings to the knowledge of the Company, all such agreements are in the United States Patent full force and Trademark Officeeffect, and foreign counterpart officesno event or condition has occurred or exists that gives or, with respect notice or passage of time or both, would give the other party to pending patent and trademark applications comprising any such agreement the Company’s Intellectual Property Rightsright to terminate any such agreement; (v) there is no pending orand, to the Company’s knowledge, threatened action, suit, proceeding there is no patent or claim by others patent application that the Company infringes, misappropriates or otherwise violates or conflicts contains claims that interfere with any Intellectual Property Rights that is owned or other proprietary rights licensed by of others and the Company is unaware or that challenges the validity, enforceability or scope of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectProperty.
Appears in 1 contract
Possession of Intellectual Property. Except The Company owns or possesses, or has license to, or can acquire on reasonable terms, all patents and patent applications, patent rights, statutory invention rights, invention disclosures, design rights, inventions, registered and unregistered copyrights (including in software), rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks, any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy, and/or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by the Company and as disclosed proposed to be conducted as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus. With respect to patents, patent applications or patent rights, the Company ownshas not received any notice of infringement, possessesand the Company is not otherwise aware of any infringement by the Company, licenses as would be found by a court, administrative body or can acquire on reasonable terms rights jury, of a valid claim of a patent owned by others. With respect to use trademarksIntellectual Property other than patents, trade names, patent applications and patent rights, copyrightsthe Company is not aware of (A) any infringement, internet domain namesmisappropriation, licenses, trade secrets, inventions, technology, know-how and violation of or conflict with any such other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rightsrights of others by the Company, or (B) any acts (or lack thereof) by the Company which could render any Intellectual Property owned by or exclusively licensed to the Company (such Intellectual Property, the “Company Intellectual Property”) necessary invalid or material to unenforceable, and which infringement, misappropriation, violation or conflict (if the conduct subject of the business now conducted any unfavorable decision, ruling or proposed in the Pricing Disclosure Package to be conducted by itfinding) or invalidity or unenforceability, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually singly or in the aggregate, have would result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there There is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging regarding the Company’s rights in or subject matter of the foregoing sentences and the Company is unaware that any such claim is imminent with respect to any of Company’s valid Intellectual Property Rights; (iv) there is no pending, or to Property. To the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending orinfringement, misappropriation, conflict or violation of any Company Intellectual Property by third parties. (1) The Company has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and (2) the Company is not aware of any written notice alleging any such noncompliance and are unaware of any other fact facts which would form a reasonable basis for any such claim; claim and (vi3) none to the Company’s knowledge, all such agreements are in full force and effect. All Company Intellectual Property has been duly maintained and, to the Company’s knowledge, is in full force and effect and there are no material defects in any of the Company Intellectual Property. Each person who is, was or, to the Company’s knowledge, is expected to be involved in the creation or development of any Intellectual Property Rights used by for or on behalf of the Company in its business has been obtained or is being used by executed an agreement effectively assigning to the Company such person’s rights in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company is in or has ever been in violation of any contractual obligation that is binding on term of any agreement or covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or actions undertaken by the employee while employed with the Company; except . The Company has taken all reasonable steps necessary to maintain the confidentiality of the material trade secrets and other material confidential Intellectual Property used in each case covered by clauses (i) – (vi) such as would notconnection with the business of the Company and, if determined adversely to the knowledge of the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectconfidentiality of such material trade secrets and material confidential Intellectual Property has not been compromised.
Appears in 1 contract
Possession of Intellectual Property. (A) Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, owns or possesses, licenses or or, to the Company’s knowledge, can acquire on reasonable terms rights to use terms, the patents, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and names or other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of carry on the business now conducted or operated and as proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or them as described in the aggregateRegistration Statement, have the General Disclosure Package and the Prospectus. The License Agreement dated as of February 17, 2011 between the Company and Acclarent, Inc. (as amended, the “Acclarent License Agreement”) constitutes a Material Adverse Effect. To valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and to the knowledge of the Company, there is no material infringement or misappropriation by the Company is not in breach or default thereof, and, to the Company’s knowledge, no event has occurred that with notice or lapse of any Intellectual Property Rights of time would constitute a third party. Except as disclosed in the Pricing Disclosure Package breach or default or permit termination, modification, or acceleration thereunder; (B) (i) to the Company’s knowledge, there are no rights of any third parties party to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge Company has not received any notice of and is not otherwise aware of any infringement, misappropriation, breach, default or other violation, or of the Companyoccurrence of any event that with notice or the passage of time would constitute any of the foregoing, there is no material infringement or misappropriation by any third parties party of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, any threatened action, suit, proceeding or claim by any third party challenging the Company’s rights in or to, or alleging the violation of any of the Intellectual Property of the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) the Intellectual Property owned by the Company and, to the Company’s knowledge, the Intellectual Property licensed to the Company, including the Intellectual Property licensed to the Company pursuant to the Acclarent License Agreement, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others third party challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark OfficeProperty, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany has no knowledge of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others any third party, and the Company is unaware has no knowledge of any other fact facts which would form a reasonable basis for any such claim; and (vi) to the Company’s knowledge, none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except and (vii) all material licenses, contracts and agreements necessary for the conduct of the business of the Company as currently conducted and as proposed to be conducted by it, as described in each case covered by clauses (i) – (vi) such as would notthe Registration Statement, if determined adversely the General Disclosure Package and the Prospectus, are valid and are in full force and effect and the Company is not in breach or default thereof, and has not received any written notice alleging its breach or default thereof, and, to the Company’s knowledge, individually no other party thereto is in breach or in the aggregate, be expected to result in a Material Adverse Effectdefault of any of its obligations thereof.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in Each of the Pricing Disclosure Package and the Prospectus, the Company Group Companies owns, possesses, licenses or can acquire on reasonable terms has other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, patent rights, copyrights, internet Internet domain names, licenses, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property rightsnecessary or used in any material respect to conduct its business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Registration Statement, including registrations the General Disclosure Package and applications for registration thereof the Prospectus (collectively, the “Intellectual Property”); none of the Intellectual Property Rights”is unenforceable or invalid; none of the Group Companies has received any notice of violation or conflict with (and none of the Group Companies knows of any basis for violation or conflict with) necessary or material rights of others with respect to the conduct Intellectual Property; there are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the business now conducted Group Companies is infringing any patent, trade secret, trademark, service mxxx, copyright or proposed other intellectual property or proprietary right; the discoveries, inventions, products or processes of the Group Companies referenced in the Pricing Registration Statement, the General Disclosure Package and the Prospectus do not violate or conflict with any intellectual property or proprietary right of any third person, or any discovery, invention, product or process that is the subject of a patent application filed by any third person; no officer, director or employee of any Group Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to be conducted by itthe protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms where any such Intellectual Property Rights violation would not, individually or in the aggregate, have a Material Adverse Effect. To ; the knowledge of Group Companies are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the Company, there is no material infringement or misappropriation by Intellectual Property; to the Company of extent any Intellectual Property Rights is sublicensed to any of the Group Companies by a third party. Except , such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason; and there are no contracts or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement; except as disclosed in the Pricing Registration Statement, the General Disclosure Package (i) there are no rights and the Prospectus, none of third parties the Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; each of the Group Companies has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property Rights (“Confidential Information”); all use or disclosure of Confidential Information owned by the CompanyGroup Companies by or to a third party has been pursuant to a written agreement between the Group Companies and such third party; (ii) and all use or disclosure of Confidential Information not owned by the Group Companies has been pursuant to the knowledge terms of a written agreement between the Company, there is no material infringement or misappropriation by third parties Group Companies and the owner of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pendingsuch Confidential Information, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effectlawful.
Appears in 1 contract
Samples: Distribution Agency Agreement (JinkoSolar Holding Co., Ltd.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectuswould not reasonably be expected to have a Material Adverse Change, (i) the Company owns, possesses, licenses owns or can acquire obtain on commercially reasonable terms rights all right, title and interest in or otherwise have the right to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secretsall patents, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property rights, including registrations and applications for registration thereof rights (collectively, “Intellectual Property RightsProperty”) that is necessary for, used or material to held for use in, or otherwise exploited in connection with, the conduct of the business now conducted or operated by them and as proposed in the Pricing Disclosure Package to be conducted by itoperated, and (ii) to the Company’s knowledge, the Company is not infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any third party, except as would not reasonably be expected to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third partyChange. Except as disclosed in the Pricing Disclosure Package Registration Statement and the Prospectus or as would not reasonably be expected to have a Material Adverse Change, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, claim, or other proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened actionis threatened, suitalleging that the Company is infringing, proceeding misappropriating, diluting, or claim by others challenging otherwise violating the validity, enforceability or scope of the Company’s Intellectual Property Rightsof any third party in any respect, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (vii) there is no pending or, to the Company’s knowledge, threatened no third party is infringing, misappropriating, diluting, or otherwise violating the Company’s Intellectual Property in any respect, and (iii) no action, suit, claim, or other proceeding is pending, or claim by others that to the Company infringesCompany’s knowledge, misappropriates is threatened, challenging the validity, enforceability, scope, registration, ownership or otherwise violates or conflicts with use of any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would notis, if determined adversely to the Company, individually singly or in the aggregate, be expected necessary to result its business (with the exception of office actions in a Material Adverse Effectconnection with applications for the registration or issuance of such Intellectual Property).
Appears in 1 contract
Samples: Sales Agreement (Avinger Inc)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package and the Prospectus, to the best knowledge of the Company, each of the Company and its Subsidiaries owns, possesses, licenses or can acquire has legally enforceable rights to use, on reasonable terms rights to use trademarksterms, all material patents, patent applications, trade and service marks, trade and service mark xxxistrations, trade names, patent rights, copyrights, internet domain names, licenses, inventions, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “the "Intellectual Property Rights”Property") necessary or material to for the conduct of the its business as now conducted or and as proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third partyconducted. Except as disclosed set forth in the Pricing Disclosure Package Prospectus under the caption "Business - Patents and Proprietary Rights," (ia) there are no rights of third parties to any of the such Intellectual Property Rights owned by the CompanyProperty; (iib) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the such Intellectual Property Rights of the CompanyProperty; (iiic) there is no pending or, to the Company’s 's best knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s 's rights in or to any such Intellectual Property, and the Company is unaware of Company’s Intellectual Property Rightsany facts which would form a reasonable basis for any such claim; (ivd) there is no pending, pending or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark OfficeProperty, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (ve) there is no pending or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates infringes or otherwise violates or conflicts with any Intellectual Property Rights patent, trademark, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (f) there is no U.S. or foreign patent or published U.S. or foreign patent application which contains claims that dominate or may dominate any Intellectual Property described in the Prospectus as being owned by or licensed to the Company or that interferes with the issue or pending claims of any such Intellectual Property; and (vig) none there is no prior art of which the Intellectual Property Rights used Company is aware that may render any U.S. or foreign patent held by the Company in its business has been obtained invalid or is being used any U.S. or foreign patent application held by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely unpatentable which has not been disclosed to the Company, individually U.S. Patent and Trademark Office or in the aggregate, be expected to result in a Material Adverse Effectapplicable foreign regulatory body.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dyax Corp)
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, ; neither the Company owns, possesses, licenses nor any of its subsidiaries has received any notice or can acquire on reasonable terms is otherwise aware of any infringement of or conflict with rights of others with respect to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Companyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except such Intellectual Property, except, in each case covered by clauses (i) – (vi) with respect to this Section 1(a)(17), such failures, allegations, actions, proceedings, violations, infringements, or other circumstances as would not, if determined adversely to the Companynot reasonably be expected, individually or in the aggregate, be expected to result in a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except The Company and its subsidiaries own or have a valid and enforceable right to use all patents, trademarks, service marks, trade names, domain names, social media identifiers and accounts and other source indicators, copyrights and copyrightable works, licenses, inventions, software, source code, databases, technology, know-how, and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other worldwide intellectual property and proprietary rights (including all goodwill associated with and all registrations of and applications for, the foregoing) (collectively, “Intellectual Property”) that is necessary to the conduct of their respective businesses as disclosed currently conducted and as described in the Pricing Registration Statement, the Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “. Intellectual Property Rights”) necessary owned, whether exclusively or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by itjointly with a third party, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company and its subsidiaries has not been adjudged invalid or unenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part. The Company and its subsidiaries have not received any Intellectual Property Rights opinion from their legal counsel concluding that any activities of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of their respective businesses infringe, misappropriate, or otherwise violate, the Intellectual Property Rights owned by the Company; (ii) of any other person and, to the knowledge of the Company, there is has been no material infringement such infringement, misappropriation or misappropriation by third parties other violation of any of the Intellectual Property Rights of any other person. Except as otherwise disclosed in the Company; (iii) Registration Statement, the Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership, validity, scope or enforceability of, or any rights in of the Company or to any of Company’s its subsidiaries in, any such Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has no knowledge of any claim alleging the infringement, misappropriation or other violation of any Intellectual Property of any other person by the Company or any of its subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries use, and have used, commercially reasonable efforts in accordance with customary industry practice to appropriately protect, maintain and safeguard the confidentiality of all Intellectual Property, the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure and confidentiality agreements.
Appears in 1 contract
Samples: Quantum-Si Inc
Possession of Intellectual Property. Except The Company and its subsidiaries own or possess, or have a valid license to, all patents and patent applications, patent rights, statutory invention rights, invention disclosures, design rights, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, logos, slogans, trade dress and any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy, and/or other intellectual property (collectively, “Intellectual Property”) used in or reasonably necessary to carry on the business now operated by them and as disclosed proposed to be conducted as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, provided that the foregoing representation shall not be deemed a representation of no infringement, misappropriation or other violation of or conflict with any Intellectual Property rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement, violation or misappropriation of third-party Intellectual Property; to the knowledge of the Company, there is no infringement, misappropriation, or other violation of or conflict with any Intellectual Property rights of others by the Company owns, possesses, licenses or can acquire on reasonable terms rights its subsidiaries; and there is no act (or lack thereof) by the Company or its subsidiaries which would reasonably be expected to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “render any Intellectual Property Rightsowned by or exclusively licensed to the Company or its subsidiaries (such Intellectual Property, the “Company Intellectual Property”) necessary invalid or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by itunenforceable, except to the extent that failure to ownand which would, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim regarding the subject matter of the foregoing sentence. (A) The Company Intellectual Property is valid, subsisting and enforceable and (B) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim against the Company or its subsidiaries or the Company Intellectual Property, as applicable, by any third party challenging their rights in, or the validity, ownership, registrability, enforceability or scope of, any Company Intellectual Property. To the knowledge of the Company, there is no infringement, misappropriation, or other violation of any Company Intellectual Property by third parties and there is no pending or threatened action, suit proceeding or claim by the Company or its subsidiaries against a third party regarding the foregoing. (1) The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, (2) neither the Company nor any of its subsidiaries has received any written notice alleging any such noncompliance and are unaware of any facts which would form a reasonable basis for any such claim, and (3) all such agreements are in full force and effect, except as would not in each case (1) to (3), singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All registered Company Intellectual Property owned by the Company or its subsidiaries and to the Company’s knowledge, all registered Company Intellectual Property licensed by the Company or its subsidiaries has been duly maintained and is in full force and effect and there are no material defects in, including in connection with the filing and prosecution of, any of the Company Intellectual Property. Each Person who is or was or expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company or its subsidiaries has executed a valid written agreement effectively assigning to the Company or its subsidiaries such Person’s rights in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company or its subsidiaries is in or has ever been in violation of any term of any agreement or covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its subsidiaries, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Intellectual Property used in connection with the business of the Company or its subsidiaries. To the knowledge of the Company, the confidentiality of its trade secrets and confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements, except as would not with any such compromise, disclosure, or access, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement university, military, educational institution, research center, Governmental Entity or misappropriation by other organization has funded, contributed to or sponsored research and development conducted in connection with the business of the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package or its subsidiaries that (i) there are no rights has any claim of third parties to right to, ownership of or other lien on any of the Company Intellectual Property Rights owned by the Company; or (ii) to would affect the knowledge proprietary nature of any Company Intellectual Property or restrict the ability of the CompanyCompany or its subsidiaries to enforce, there is no material infringement license or misappropriation by third parties of exclude others from using any of the Company Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectProperty.
Appears in 1 contract
Samples: Equity Offeringsm Sales Agreement (Mineralys Therapeutics, Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectuseach of its subsidiaries own, the Company owns, possesses, licenses possess or can acquire on reasonable terms sufficient rights to use all trademarks, service marks, trade namesnames (including all goodwill associated with each of the foregoing), patents, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business respective businesses now conducted or proposed in the Pricing General Disclosure Package to be conducted by itthem, except to and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package (iv) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the CompanyCompany or any of its subsidiaries; (iivi) to the knowledge of the Company’s knowledge, there is has been no material infringement infringement, misappropriation, breach, default or misappropriation other violation by any third parties party of any of the Intellectual Property Rights of the CompanyCompany or any of its subsidiaries, and no event has occurred that with notice or the passage of time would constitute any of the foregoing; (iiivii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to to, or alleging the violation of any of Company’s the terms of, any of their respective Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivviii) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (vix) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringesor any subsidiary has infringed, misappropriates misappropriated or otherwise violates violated or conflicts conflicted with any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vix) to the Company’s knowledge, none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their respective businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; Company or any of its subsidiaries, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the CompanyCompany or any of its subsidiaries, would individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Navidea Biopharmaceuticals, Inc.)
Possession of Intellectual Property. Except as disclosed The Partnership Entities own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus; except as set forth on Schedule 1 hereto, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct none of the business now conducted Partnership Entities has received any notice or proposed in the Pricing Disclosure Package is otherwise aware of any infringement of or conflict with rights of others with respect to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights or of a third party. Except any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Partnership Entities therein; except as disclosed in the Pricing Disclosure Package (i) set forth on Schedule 1 hereto, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the CompanyPartnership, there is no material infringement or misappropriation by third parties will be able to establish rights to any Intellectual Property of any the Partnership Entities, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights of which the CompanyRegistration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Partnership Entities; (iii) except as set forth on Schedule 1 hereto, there is no pending or, to the Company’s knowledgeknowledge of the Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s Partnership Entities’ rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that any of the Company’s Intellectual Property RightsPartnership Entities infringes or otherwise violates, other than prosecution proceedings or would, upon the commercialization of any product or service described in the United States Patent and Trademark OfficeRegistration Statement, and foreign counterpart officesthe General Disclosure Package or the Prospectus, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending orinfringe or violate, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, and the Company Partnership is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; the Partnership Entities have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Partnership Entities, all such agreements are in full force and (vi) none effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Partnership Entities or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (including all goodwill associated with, and all registrations and applications for registrations of, the foregoing) (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any have such Intellectual Property Rights rights would not, individually or in the aggregate, not have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by ; neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights that the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Companyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would facts that could form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Palmer Square Capital BDC Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package Parent and the Prospectusits subsidiaries own and possess or have valid and enforceable licenses to use, the Company ownsall patents, possessespatent rights, licenses patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms rights to use confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, trade secrets, inventions, technology, know-how names and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) that is described in the General Disclosure Package or the Offering Memorandum or that is necessary or and material to for the conduct of the business now conducted or their respective businesses as currently conducted, as proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or and as described in the aggregate, have a Material Adverse EffectGeneral Disclosure Package and the Offering Memorandum. To the knowledge Neither Parent nor any of the Company, there its subsidiaries has received any written notice or is no material otherwise aware of any infringement of or misappropriation by the Company conflict with rights of others with respect to any Intellectual Property Rights or of a third partyany facts or circumstances which would render any material Intellectual Property invalid or inadequate to protect the interests of Parent or any of its subsidiaries therein. Except as disclosed in the Pricing Disclosure Package (i) there There are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the CompanyCompany or any of the Guarantors, there is no material infringement will be able to establish rights to any Intellectual Property of Parent or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights which the General Disclosure Package and the Offering Memorandum disclose is licensed Parent or any of the Company; (iii) there its subsidiaries. There is no pending or, to the Company’s knowledgeknowledge of the Company or any of the Guarantors, threatened action, suit, proceeding or claim by others challenging the CompanyParent’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that Parent or any subsidiary of Parent infringes or otherwise violates, or would, upon the Company’s Intellectual Property Rights, other than prosecution proceedings commercialization of any product or service described in the United States Patent and Trademark OfficeGeneral Disclosure Package or the Offering Memorandum, and foreign counterpart officesinfringe or violate, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, and the Company is Parent and its subsidiaries are unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; . Parent and (vi) none its subsidiaries have complied with the terms of the each agreement pursuant to which any Intellectual Property Rights used by the Company in its business has been obtained licensed to Parent and its subsidiaries or any Parent subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement. There is being used by no patent or patent application that contains claims that interfere with the Company in violation issued or pending claims of any contractual obligation such Intellectual Property of Parent or any of its subsidiaries or that is binding on challenges the Company; except in each case covered by clauses (i) – (vi) validity, enforceability or scope of any such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in Each of the Pricing Disclosure Package Company and the Prospectus, Subsidiary owns or possesses the Company owns, possesses, licenses or can acquire on reasonable terms rights right to use all patents and patent applications, trademarks, trade namestrademark registrations and applications, patent rightsservice marks, service mxxx registrations and applications, tradenames, copyrights, internet copyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, licensestrade secrets and other unpatented and/or unpatentable proprietary or confidential information, trade secretssystems or procedures, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of the business now conducted or their respective businesses as currently conducted, and as proposed in the Pricing Disclosure Package to be conducted by itand described in the General Disclosure Package and the Final Prospectus, except and the Company is not aware of any claim to the extent that failure contrary or any challenge by any other person or entity to own, possess, license the rights of the Company or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or the Subsidiary with respect to the foregoing except for those in the aggregate, General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and the Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the knowledge of Company’s knowledge, the Company’s and the Subsidiary’s respective businesses as now conducted does not infringe, there misappropriate or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, copyrights, licenses or other Intellectual Property or franchise right of any person or entity. There is no material infringement claim outstanding against the Company or the Subsidiary alleging the infringement, misappropriation or other violation by the Company or the Subsidiary of any patent, trademark, service mxxx, trade name, copyright, license or other Intellectual Property Rights or franchise right of a third partyany person or entity. Except as disclosed Each of the Company and the Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. All granted Intellectual Property owned by the Company and/or the Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the Pricing Disclosure Package (i) there are no rights loss or impairment of third parties or payment of any additional amounts with respect to, nor require the consent of any other person or entity in respect of, the Company or the Subsidiary’s right to own, use, or hold for use any of the Intellectual Property Rights owned as owned, used or held for use in the conduct of their respective businesses as currently conducted. With respect to the use of the software in the Company or the Subsidiary’s business as it is currently conducted, neither the Company nor the Subsidiary has experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected. The Company and the Subsidiary have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company; (ii) to Company and the knowledge Subsidiary in the conduct of the Company, there is no material infringement Company and the Subsidiary’s business. No claims have been asserted or misappropriation by third parties threatened against the Company or the Subsidiary alleging a violation of any person’s privacy or personal information or data rights and the consummation of the Intellectual Property Rights of the Company; (iii) there is no pending ortransactions contemplated hereby, to the Company’s knowledge, threatened actionwill not breach or otherwise cause any violation of any law related to privacy, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pendingdata protection, or to the Company’s knowledgecollection and use of personal information collected, threatened actionused, suit, proceeding or claim held for use by others challenging the validity, enforceability Company or scope the Subsidiary in the conduct of the Company’s Intellectual Property Rightsor the Subsidiary’s business, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding except for such breaches or claim by others that violations as would not cause a Material Adverse Effect. Each of the Company infringesand the Subsidiary has taken reasonable measures to ensure that such information is protected against unauthorized access, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights use, modification, or other proprietary rights of others and the Company is unaware of any other fact which misuse, except for those that would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in not have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Cyclacel Pharmaceuticals, Inc.)
Possession of Intellectual Property. Except as disclosed where it would not, singly or in the Pricing Disclosure Package and the Prospectusaggregate, result in a Material Adverse Effect, (A) the Company ownsand its subsidiaries own, possessespossess or have the right to use, licenses or can acquire the right to use on reasonable terms rights to use trademarksterms, trade names, patent rights, copyrights, internet domain namesall patents, licenses, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of carry on the business now conducted or operated by them and as currently proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or as described in the aggregateRegistration Statement, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package or the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (iiB) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the all Intellectual Property Rights owned by or exclusively licensed to the Company or its subsidiaries (such Intellectual Property, the “Company Intellectual Property”) has been duly and properly filed and maintained, is free and clear of the Company; liens or security interests, and is in full force and effect, valid, subsisting and enforceable, (iiiC) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others third party challenging the validity, ownership, registrability, enforceability or scope of the Company’s any Company Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such claim; and , (viD) none no third party, to the knowledge of the Company, is infringing, misappropriating or otherwise violating any Company Intellectual Property Rights used and there is no pending or threatened action, suit, proceeding or claim by the Company in or any of its business has been obtained or is being used by subsidiaries against a third party regarding the foregoing, (E) (1) neither the Company in nor any of its subsidiaries has received any written notice of nor, to the knowledge of the Company, has engaged in, any infringement, misappropriation or other violation of any contractual obligation that Intellectual Property of any third party, (2) there is binding on no pending or, to the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to knowledge of the Company, individually threatened action, suit, proceeding or claim regarding the subject matter of the foregoing, and (3) the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such claim, (F) to the knowledge of the Company, the parties prosecuting patent applications within the Company Intellectual Property have complied with their duty of candor and disclosure to the USPTO or foreign patent offices, as applicable, in connection with such applications and the Company is not aware of any facts required to be disclosed to the USPTO or foreign patent offices that were not disclosed and which would preclude the grant of a patent in connection with any such patent application or could form the basis of a finding of invalidity or unenforceability with respect to any patents that have issued with respect to such patent applications, (G) each person who is or was an employee or contractor of the Company or any of its subsidiaries and who is or was involved in the aggregatecreation or development of any Company Intellectual Property for or on behalf of the Company has executed a valid agreement containing an assignment or exclusive license to the Company or any of its subsidiaries of such person’s rights in and to such Company Intellectual Property, be expected (H) the Company has taken reasonable steps in accordance with standard industry practice to result maintain and protect the confidentiality of the trade secrets and other confidential Intellectual Property used in a Material Adverse Effectconnection with the business of the Company and its subsidiaries and, to the knowledge of the Company, such confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to nondisclosure and confidentiality agreements.
Appears in 1 contract
Samples: Inovio Pharmaceuticals, Inc.
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own, the Company ownshave a license to, possesses, licenses possess or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of their businesses (which, for the business avoidance of doubt, does not include the businesses of the Company’s partners or customers) as now conducted or as proposed in the Pricing General Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third partythem. Except as disclosed in the Pricing General Disclosure Package Package: (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries (other than Intellectual Property Rights licensed or granted by the Company to its collaboration partners and licensees); (ii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third parties of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending orpending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s its Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any Intellectual Property Rights, other than prosecution proceedings in Rights of the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany or its subsidiaries; (v) there is no pending orpending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claimthird party; and (vi) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company or its subsidiaries; (vii) the Company and its subsidiaries take commercially reasonable measures to maintain and protect the Intellectual Property Rights necessary or material to the conduct of their businesses as now conducted or as proposed in the General Disclosure Package to be conducted by them, including trade secrets contained therein, including by requiring all employees, officers and consultants of and to the Company and its subsidiaries to sign agreements or otherwise agree to keep proprietary information of the Company and its subsidiaries in confidence and not to use it except on behalf of the Company, and requiring all third parties having access to material Intellectual Property Rights to sign confidentiality and non-use agreements or otherwise agree in writing to adequately maintain the confidentiality and not to use such Intellectual Property Rights; and (viii) the Company and its subsidiaries have at all times complied in all material respects with applicable laws pertaining to data privacy, except in each case covered by clauses (i) – (viviii) such as would not, if determined adversely to the CompanyCompany or its subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except The Company and its subsidiaries own or have obtained valid, enforceable and adequate rights and licenses under patents, patent rights, patent applications, inventions, copyrights and other works of authorship, know how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade and service xxxx registrations, designs, processes, licenses, computer programs, technical data and information, and other intellectual property (collectively, “Intellectual Property”) that are reasonably expected to be material to carry on the business of the Company as disclosed currently conducted and as currently proposed to be conducted as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company’s knowledge, there is no patent or published patent application in the U.S. or any other jurisdiction which, in the case of a patent, contains claims, or in the case of a published patent application, contains patentable claims, that would be reasonably expected to be material infringement or misappropriation by to the Company’s ability to carry out the business of the Company of any Intellectual Property Rights of a third party. Except as disclosed currently conducted and as currently proposed to be conducted as described in the Pricing Registration Statement, the General Disclosure Package (i) there and the Prospectus. There are no rights of third parties to any of unreleased liens or security interests which have been filed with the Intellectual Property Rights owned by U.S. Patent and Trademark Office (the Company; (ii“USPTO”) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, otherwise against any of the patents disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as owned by the Company or one or more of its subsidiaries (the “Company Owned Intellectual Property”). Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus: (A) there are no third parties who have rights to any Company Owned Intellectual Property, including liens, security interests, or other encumbrances; (B) to the Company’s knowledge, except for customary reversionary rights of third-party licensors, and rights granted to other licensees in the Company Licensed Intellectual Property, there are no third parties who have rights with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries (the “Company Licensed Intellectual Property” and, together with the Company Owned Intellectual Property, the “Company Intellectual Property”); (C) the Company has taken all reasonable steps necessary to secure its interests in the Company Owned Intellectual Property from its employees and contractors; (D) to the Company’s knowledge, there is no infringement, misappropriation or violation by any third party of any Company Intellectual Property; (E) to the Company’s knowledge, the Company is not infringing upon the intellectual property rights of any third party; and (F) to the Company’s knowledge, none of the Company Intellectual Property has been adjudged invalid or unenforceable, in whole or in part. To the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others against the Company: (1) challenging the Company’s rights in or to any of Company’s Company Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; (2) challenging the validity, enforceability or scope of any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (vi3) none asserting that the Company or its subsidiaries infringe or otherwise violate or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, no employee of the Company is or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Company Licensed Intellectual Property Rights used has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. There are no material defects in any of the patents or patent applications within the Company Owned Intellectual Property or, to the Company’s knowledge, the Company Licensed Intellectual Property. The patents included in the Company Owned Intellectual Property and, to the Company’s knowledge, the Company Licensed Intellectual Property, are subsisting and have not lapsed and the patent applications in the Company Owned Intellectual Property and, to the Company’s knowledge, the Company Licensed Intellectual Property, are subsisting and have not been abandoned. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Company Licensed Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. No technology employed by the Company in or its business subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation that is binding on the Company; except , its subsidiaries, or any of their officers, directors, employees, or contractors, or in each case covered violation of any contractual rights of any persons. The drug candidate AK-OTOF described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by clauses (i) – (vi) the Company or any subsidiary falls within the scope of the claims of one or more patents or applications relating to such as would notdrug candidate or its intended use owned by, if determined adversely or exclusively licensed to, the Company or any subsidiary All patents and patent applications constituting Company Owned Intellectual Property and, to the Company’s knowledge, individually all patents and patent applications constituting Company Licensed Intellectual Property have been duly and properly filed and maintained and the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications. To the Company’s knowledge, there is no prior art that may render any patent within the Company Intellectual Property invalid or that may render any patent application within the Company Intellectual Property unpatentable that has not been disclosed to the USPTO. There are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application with respect to Company Owned Intellectual Property or, to the aggregateCompany’s knowledge, Company Licensed Intellectual Property, or would reasonably be expected to result in form the basis of a Material Adverse Effectfinding of invalidity with respect to any patents constituting Company Owned Intellectual Property or, to the Company’s knowledge, Company Licensed Intellectual Property, that have been issued with respect to such applications.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed described in the Pricing Disclosure Registration Statement Package and the Prospectus, the Company ownsand its subsidiaries own or otherwise possess, possesses, hold or have obtained valid and enforceable licenses or other rights or believe that they can acquire on commercially reasonable terms obtain such licenses or other rights to use trademarksunder patent applications, patents, patent rights, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, patent rightssoftware, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how names and other intellectual property rightsproperty, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) used in, or necessary or material to the conduct of carry on, the business now conducted or operated by the Company and its subsidiaries and as currently proposed to be operated by them, as disclosed in the Pricing Disclosure Package to be conducted by itRegistration Statement and the Prospectus, except to the extent that as such failure to ownown or obtain such licenses or other rights would not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, possess, license or otherwise acquire on reasonable terms there are no rights of third parties to any such Intellectual Property Rights Property, including no liens, security interests, or other encumbrances that would not, individually or reasonably be expected to result in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries that would reasonably be expected to result in a Material Adverse Effect. None of the Intellectual Property Rights of described in the CompanyRegistration Statement and the Prospectus as owned by or licensed to the Company or its subsidiaries (collectively, the “Company Intellectual Property”) has been adjudged invalid or unenforceable, in whole or in part; (iii) except as disclosed in the Registration Statement and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of, or challenging the Company’s ownership of or rights in or to to, any Company Intellectual Property; and neither the Company nor any of Company’s its subsidiaries is aware of any facts or circumstances that would render any Company Intellectual Property Rights; (iv) invalid or unenforceable or of inadequate scope to protect the interests of the Company or any of its subsidiaries in conducting their business, except, in each case, as described in the Registration Statement and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, there is no pendingcurrently pending or, or to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging a third party alleging that the validityCompany or any of its subsidiaries infringes, enforceability misappropriates, or scope otherwise violates, or would, upon commercialization of any product candidate described in the Company’s Registration Statement and the Prospectus, infringe, misappropriate or otherwise violate, any Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Officeof third parties, and foreign counterpart officesneither the Company nor any of its subsidiaries has received any notice alleging, with respect or is otherwise aware of, any facts or circumstances that would give rise to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending orsuch an action, proceeding or claim, except, in each case, where such infringement, misappropriation or other violation would not reasonably be expected to result in a Material Adverse Effect. To the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used no material technology employed by the Company in its business has been obtained or is being used by the Company in violation of any contractual or legal obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would notCompany or any of its officers, if determined adversely directors or employees, which violation relates to the breach of a confidentiality obligation, obligation to assign Intellectual Property to a previous employer or obligation otherwise not to use the Intellectual Property of a third party. To the Company’s knowledge, individually there are no material defects in any of the patents or in patent applications within the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Sales Agreement (Cellectis S.A.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus, (i) the Company ownsand its Subsidiaries and Affiliated Entities own, possessespossess, licenses or have been authorized to use, or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to that are used in the conduct of the business now being conducted or proposed by them in the Pricing Disclosure Package to be conducted by itmanner as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any for such lack of Intellectual Property Rights as would not, individually or in the aggregate, have or result in a Material Adverse Effect. To the knowledge of ; (ii) to the Company’s best knowledge, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its Subsidiaries and Affiliated Entities except for such rights of third parties as would not, individually or in aggregate, have or result in a Material Adverse Effect; (iiiii) to the knowledge of the Company, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Subsidiaries and Affiliated Entities or third parties of any of the Intellectual Property Rights of the CompanyCompany or its Subsidiaries and Affiliated Entities, except for such infringement, misappropriation, breach, default or other violation as would not, individually or in aggregate, have or result in a Material Adverse Effect; and (iv) none of the Intellectual Property Rights used by the Company or its Subsidiaries and Affiliated Entities in their businesses has been obtained or is being used by the Company or its Subsidiaries and Affiliated Entities in violation of any contractual obligation binding on the Company or its Subsidiaries and Affiliated Entities in violation of the rights of any persons, except for such violation as would not, individually or in aggregate, have or result in a Material Adverse Effect; (iiiv) there is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Subsidiaries’ and Affiliated Entities’ rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivvi) there is no pendingpending or, or to the Company’s best knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (vvii) there is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by others that the Company or any Subsidiary or Affiliated Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; , except in each case covered by clauses (i) – through (vivii) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed would not, singly or in the Pricing Disclosure Package and the Prospectusaggregate, have a Material Adverse Effect on the Company ownsand its subsidiaries taken as a whole, possesses(i) the Company and its subsidiaries own or have a valid license to all patents, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rightsinventions, copyrights, internet domain names, licenses, know how (including trade secrets, inventions, technology, know-how secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names and all other worldwide intellectual property rights, and proprietary rights (including all registrations and applications for registration thereof of, and all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property Rights”) used or held for use in any material respect, or reasonably necessary or material to the conduct of the business their respective businesses as now conducted or by them, and as proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregateRegistration Statement, have a Material Adverse Effect. To the knowledge of Preliminary Prospectus, the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package or the Prospectus; (iii) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) Company and its subsidiaries and, to the knowledge of the Company’s knowledge, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of licensed to the Company; (iii) Company and its subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s validity, scope or enforceability of, or any rights in of the Company or to any of Company’s its subsidiaries in, any such Intellectual Property Rights; (iii) neither the Company nor any of its subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened actionno Person is infringing, suitmisappropriating or otherwise violating, proceeding or claim by others challenging the validityhas infringed, enforceability misappropriated or scope of the Company’s otherwise violated, any Intellectual Property Rights, other than prosecution proceedings in Rights owned or controlled by the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany or any of its subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that neither the Company nor any of its subsidiaries infringes, misappropriates or otherwise violates violates, or conflicts with has infringed, misappropriated or otherwise violated, any Intellectual Property Rights or other proprietary rights of others any Person, and the conduct of each of the respective businesses of the Company is unaware and its subsidiaries as described in the Registration Statement, the Preliminary Prospectus, the General Disclosure Package and the Prospectus will not knowingly infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any other fact which would form a reasonable basis for Person; (vi) all employees or contractors engaged in the development of any Intellectual Property Rights on behalf of the Company or any of its subsidiaries have executed an invention assignment agreement or are otherwise subject to contractual provisions whereby such claimemployees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or its applicable subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (vivii) none the Company and its subsidiaries use, and have used, commercially reasonable efforts in accordance with customary industry practice to appropriately maintain the confidentiality of the all Intellectual Property Rights used owned by the Company in its business has been obtained or is being used by the Company in violation them, including maintenance and protection of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such all information intended to be maintained as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse Effecttrade secret.
Appears in 1 contract
Samples: Equity Offeringsm Sales Agreement (REE Automotive Ltd.)
Possession of Intellectual Property. Except as disclosed The Company owns and possesses or has valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of its business as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, possess or license or otherwise acquire on reasonable terms any such Intellectual Property Rights rights would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by ; and the Company has not received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances which would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement or misappropriation by third parties will be able to establish rights to any Intellectual Property of any the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights of which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) none the Company has complied with the terms of the each agreement pursuant to which any Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely licensed to the Company, individually all such agreements are in full force and effect, and no event or in condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the aggregateright to terminate any such agreement; and to the knowledge of the Company, be expected to result in a Material Adverse Effectthere is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Company or any patent, patent application, or publication that challenges the validity, enforceability or scope of any such Intellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Tracon Pharmaceuticals, Inc.)
Possession of Intellectual Property. Except as disclosed set forth in the Pricing Registration Statement, the General Disclosure Package and or the Prospectus, to its knowledge, the Company ownsCompany, possessesFLIR, licenses and the Significant Subsidiaries own or can acquire on reasonable terms rights possess a valid right to use trademarksall patents, licenses, inventions, copyrights (including copyrights in software), know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks (including service marks, trade names, patent rights, copyrights, internet domain names, licensesand other designations of source or origin, trade secretstogether with the goodwill associated with any of the foregoing), inventionsregistrations or renewals for any of the foregoing, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or used by and material to to, the conduct of the Company’s, FLIR’s or the Significant Subsidiaries’ business as now conducted or as proposed in the Pricing General Disclosure Package and the Prospectus to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effectconducted. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of owned by the Company, FLIR, or the Significant Subsidiaries; (iiiii) there is are no material legal or governmental actions, suits, proceedings or claims pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging against the Company’s , FLIR, or any Significant Subsidiary (A) alleging any infringement, misappropriation or violation of asserted rights in or to any of Company’s Intellectual Property Rights; Property, (ivB) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability enforceability, or scope of the Company’s any Intellectual Property Rightsowned by such entity, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; or (vC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others alleging that the Company infringes, misappropriates operation of such entity’s business as now conducted infringes or otherwise violates or conflicts with any Intellectual Property Rights patent, trademark, copyright, trade secret or other proprietary rights of others a third party, and the Company is Company, FLIR or any of the Significant Subsidiaries are unaware of any other fact facts or circumstances which would form a reasonable basis for any such claim; and (viiii) none of the all Intellectual Property Rights used owned by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely exclusively licensed to the Company, individually FLIR or any of the Significant Subsidiaries is valid, subsisting and enforceable; (iv) each employee or contractor of the Company, FLIR or any of the Significant Subsidiaries who developed any Intellectual Property used by any such entity in, and material to, the conduct of any such entity’s business has executed a valid agreement containing an enforceable assignment to such entity of such person’s rights in and to such Intellectual Property; and (v) the aggregateCompany, be expected FLIR, and the Significant Subsidiaries have taken all commercially reasonable steps necessary to result maintain and protect the confidentiality of the material trade secrets and other material confidential Intellectual Property used in a Material Adverse Effectconnection with the businesses of such entities and, to the Company’s knowledge, the confidentiality of such material trade secrets and material confidential Intellectual Property has not been compromised.
Appears in 1 contract
Possession of Intellectual Property. Except The Company and its subsidiaries own, or have obtained valid and enforceable rights and licenses under patents, patent applications, inventions, copyrights and other works of authorship, know how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade and service xxxx registrations, designs, processes, licenses, computer programs, technical data and information, and other intellectual property (collectively, “Intellectual Property”) that are reasonably necessary to carry on the business of the Company as currently conducted or as currently proposed to be conducted, including for the development, manufacture, operation, sale and/or commercialization of any products or services currently under development or sold by any of the Company or its subsidiaries, in each case, as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, possesses, licenses or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus: (iA) there are no third parties who have rights to any Intellectual Property, including no liens, security interest, or other encumbrances, except for (x) customary reversionary rights of third parties third-party licensors with respect to any Intellectual Property, including those that are disclosed in the Registration Statement, the General Disclosure Package and the Prospectus to the extent such Intellectual Property is licensed to the Company or one or more of its subsidiaries, or (y) non-exclusively in-licensed or out-licensed Intellectual Property Rights; (B) the Company has taken all reasonably necessary steps to secure its interests in the Intellectual Property Rights owned by the Companyfrom its employees and contractors; (iiC) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any Intellectual Property owned by, or exclusively in-licensed to, the Company or its subsidiaries; (D) the Company is not infringing the intellectual property rights of third parties in any material respect; and (E) none of the Intellectual Property owned by, or exclusively in-licensed to, the Company or its subsidiaries has been adjudged invalid or unenforceable in whole or in part. There is no pending or threatened action, suit, proceeding or claim by others others: (1) challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pendingowned by, or to the Company’s knowledgeexclusively in-licensed to, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringesor its subsidiaries, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; (2) challenging the validity, enforceability or scope of any Intellectual Property owned by, or exclusively in-licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (vi3) none asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or otherwise violate, any intellectual property rights of others, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. No employee of the Company is or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, in each case, in any material respect. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been exclusively in-licensed to the Company or any subsidiary, and all such agreements are in full force and effect with respect to the Company or any subsidiary and to the knowledge of the Company, with respect to the counter-party to each such agreement. There are no material defects in any of the patents or patent applications within the Intellectual Property Rights used owned by, or exclusively in-licensed to, the Company or its subsidiaries. The patents included in the Intellectual Property owned by, or exclusively in-licensed to, the Company or its subsidiaries are subsisting and have not lapsed and the patent applications in the Intellectual Property owned by, or exclusively in-licensed to, the Company or its subsidiaries are subsisting and have not been abandoned. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property in-licensed to the Company or its subsidiaries with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. No technology employed by the Company in or its business subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation that is binding on the Company; except , its subsidiaries, or any of their officers, directors, employees, or contractors, or in each case covered violation of any contractual rights of any persons. The products and product candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by clauses (i) – (vi) such as would not, if determined adversely the Company or any subsidiary fall within the scope of the claims of one or more patents or applications relating to the product or product candidate or its intended use owned by, or exclusively in-licensed to, the Company or any subsidiary. All patents and patent applications owned by or exclusively in-licensed to the Company and for which the Company has the right to prosecute have been duly and properly filed and maintained and the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such patents and applications. To the Company’s knowledge, individually there is no prior art that may render any patent within the Intellectual Property owned by, or exclusively in-licensed to the Company or its subsidiaries and for which the Company or a subsidiary has the right to prosecute, invalid or that may render any patent application within the Intellectual Property owned by, or exclusively in-licensed to the Company or its subsidiaries for which the Company or a subsidiary has the right to prosecute, unpatentable that has not been disclosed to the USPTO. There is no patent or published patent application, in the U.S. or other jurisdiction, which, in the case of a patent, contains claims, or in the aggregatecase of a published patent application contains patentable claims, be expected to result in a Material Adverse Effectthat dominate or may dominate any of the Intellectual Property owned by, or exclusively in-licensed to, the Company or any of its subsidiaries or that interferes with the issued or pending claims of any such Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the ProspectusSubsidiary own, the Company ownspossess, possesses, licenses license or can acquire on reasonable terms have other rights to use trademarksall patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, patent rights, copyrights, internet domain names, licenses, inventions, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property RightsProperty”) necessary or material to for the conduct of the Company’s business as now conducted or as proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third partyDisclosure Materials. Except as disclosed set forth in the Pricing Disclosure Package Materials, (i) there are no rights of third parties to any of the such Intellectual Property Rights owned by the CompanyProperty, except any rights which have not had and are not reasonably likely to result in a Material Adverse Effect; (ii) to the knowledge of the Company’s knowledge, there is no material infringement or misappropriation by third parties of any of the such Intellectual Property Rights of the CompanyProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of Company’s Intellectual Property Rightsany facts which would form a reasonable basis for any such claim; (iv) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark OfficeProperty, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates infringes or otherwise violates or conflicts with any Intellectual Property Rights patent, trademark, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none to the Company’s knowledge, there is no patent or published patent application in the United States which contains claims that interfere with the issued or pending claims of the any Intellectual Property Rights used described in the Disclosure Materials as being owned by or licensed to the Company; and (vii) there is no prior art of which the Company is aware that is reasonably likely to render any U.S. patent held by the Company in its business has been obtained invalid or is being used any U.S. patent application held by the Company in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely unpatentable which has not been disclosed to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectU.S. Patent and Trademark Office.
Appears in 1 contract
Samples: Securities Purchase Agreement (DBV Technologies S.A.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectuseach of its subsidiaries own, the Company owns, possesses, licenses possess or can acquire on reasonable terms sufficient rights to use all trademarks, service marks, trade namesnames (including all goodwill associated with each of the foregoing), patents, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business respective businesses now conducted or proposed in the Pricing General Disclosure Package to be conducted by itthem, except to and the extent that failure to own, possess, license or otherwise acquire on reasonable terms expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing General Disclosure Package (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the CompanyCompany or any of its subsidiaries; (ii) to the knowledge of the Company’s knowledge, there is has been no material infringement infringement, misappropriation, breach, default or misappropriation other violation by any third parties party of any of the Intellectual Property Rights of the CompanyCompany or any of its subsidiaries, and no event has occurred that with notice or the passage of time would constitute any of the foregoing; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to to, or alleging the violation of any of Company’s the terms of, any of their respective Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pendingpending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property Rights, other than prosecution proceedings in and the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property RightsCompany is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringesor any subsidiary has infringed, misappropriates misappropriated or otherwise violates violated or conflicts conflicted with any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) to the Company’s knowledge, none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their respective businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; Company or any of its subsidiaries, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the CompanyCompany or any of its subsidiaries, would individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Navidea Biopharmaceuticals, Inc.)
Possession of Intellectual Property. Except as disclosed The Company and its subsidiaries own and possess, or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Pricing Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, ; neither the Company owns, possesses, licenses nor any of its subsidiaries has received any notice or can acquire on reasonable terms is otherwise aware of any infringement of or conflict with rights of others with respect to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or any of its subsidiaries therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement will be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties any of any its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property Rights that the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Companyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or any subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would facts that could form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property Rights used by Company or any of its subsidiaries or that challenges the Company in its business has been obtained validity, enforceability or is being used by the Company in violation scope of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Connecticut Water Service Inc / Ct)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiary own and possess or have valid and enforceable licenses to use, the Company ownsall patents, possessespatent rights, licenses patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms rights to use confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, trade secrets, inventions, technology, know-how names and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) that is described in the General Disclosure Package or the Final Prospectuses or that is necessary or material to for the conduct of the business now conducted or their respective businesses as currently conducted, as proposed to be conducted, and as described in the Pricing General Disclosure Package to be conducted by it, except to and the extent that failure to own, possess, license Final Prospectuses; neither the Company nor its subsidiary has received any notice or is otherwise acquire on reasonable terms aware of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights or of a third party. Except as disclosed in any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the Pricing Disclosure Package (i) interests of the Company or of its subsidiary therein; there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) who have or, to the knowledge of the Company, there is no material infringement would reasonably be expected to be able to establish rights to any Intellectual Property of the Company or misappropriation by third parties its subsidiary, except for, and to the extent of, the ownership rights of any the owners of the Intellectual Property Rights of that the CompanyGeneral Disclosure Package and the Final Prospectuses disclose is licensed to the Company or its subsidiary; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or its subsidiary’s rights in or to any of Company’s such Intellectual Property Rights; (iv) there is no pendingProperty, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s any such Intellectual Property RightsProperty, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company infringes, misappropriates or its subsidiary infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the General Disclosure Package or the Final Prospectuses, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; the Company and (vi) none its subsidiary have complied in all material respects with the terms of the each agreement pursuant to which any Intellectual Property Rights used by has been licensed to the Company or its subsidiary, all such agreements are in its business has been obtained or is being used by full force and effect, and, to the Company in violation knowledge of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually no event or in condition has occurred or, to the aggregateknowledge of the Company, be expected exists that gives or, with notice or passage of time or both, would give any person or entity the right to result in a Material Adverse Effectterminate any such agreement.
Appears in 1 contract
Samples: Underwriting Agreement (IMV Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing General Disclosure Package and the Final Prospectus, the Company owns, possesses, has valid and enforceable licenses for or can acquire on reasonable terms otherwise has adequate rights to use trademarks, trade names, all patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, technology and know-how and other intellectual property rights, including registrations and applications for registration thereof a (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Pricing General Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such . No Intellectual Property Rights would notRight of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, individually in whole or in the aggregatepart. The Company has not received any notice of any claim, have a Material Adverse Effect. To the knowledge and is not otherwise aware of the Companyany facts or circumstances, there is no material infringement or misappropriation by the Company of which would render any Intellectual Property Rights of a third partythe Company invalid or inadequate to protect the interest of the Company therein. Except as disclosed in the Pricing General Disclosure Package and the Final Prospectus, to the Company’s knowledge (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyRights; (ii) to the knowledge of the Company, there is no material infringement infringement, misappropriation, breach, default or misappropriation by third parties other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company of any third party Intellectual Property Rights of the CompanyRights; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, whether oral or written, challenging the Company’s rights in or to any of Company’s their Intellectual Property Rights; (iv) there is no pending, pending or to the Company’s knowledge, threatened action, suit, proceeding or claim by others others, whether oral or written, challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, whether oral or written, that the Company infringes, misappropriates or otherwise violates or conflicts with, or would, upon the commercialization of any product or service described in the General Disclosure Package as under development, infringe, misappropriate or otherwise violate or conflict with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claimothers; and (vi) none of the Intellectual Property Rights used by the Company in its business businesses has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company or any of its respective officers, directors or employees; (vii) the Company takes commercially reasonable measures to maintain and protect the Intellectual Property Rights necessary or material to the conduct of their businesses as now conducted or as proposed in the General Disclosure Package to be conducted by them, including trade secrets contained therein, including by having a policy pursuant to which employees, officers and consultants of and to the Company sign agreements or otherwise agree to keep proprietary information of the Company in confidence and not to use it except on behalf of the Company, and by having a policy pursuant to which third parties having access to material Intellectual Property Rights sign confidentiality and non-use agreements or otherwise agree in writing to maintain the confidentiality of and not to make unauthorized use of such Intellectual Property Rights; and (viii) there are no material defects in any of the patents or patent applications included in the Intellectual Property Rights except in each case covered by clauses (i) – — (viviii) such as would not, if determined adversely to the Company, individually or in the aggregate, be expected to result in have a Material Adverse Effect.;
Appears in 1 contract
Samples: Underwriting Agreement (Satsuma Pharmaceuticals, Inc.)
Possession of Intellectual Property. Except as disclosed in the Pricing Disclosure Package The Company and the Prospectusits subsidiaries own, the Company owns, possesses, licenses possess or can acquire on reasonable terms rights to use sufficient trademarks, trade names, patent rights, copyrights, internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to for the conduct of the business now conducted or proposed in the Pricing General Disclosure Package to be conducted by itthem, except to where the extent that failure to own, own or possess, license or otherwise the inability to acquire on reasonable terms terms, would not, individually or in the aggregate, have a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries; (ii) to the knowledge of the Company, there is no material infringement infringement, misappropriation, breach, default or misappropriation other violation, nor any event that with notice or the passage of time would constitute a material infringement, misappropriation, breach, default or other violation, by the Company, its subsidiaries or third parties of any of the Intellectual Property Rights of the CompanyCompany or its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of Company’s the terms of, any of their Intellectual Property Rights; (iv) there is no pending, pending or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s any such Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claimothers; and (vi) none of the Intellectual Property Rights used by the Company or its subsidiaries in its business their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company; , any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – through (vi) such as would not, if determined adversely to the CompanyCompany or any of its subsidiaries, individually or in the aggregate, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Samples: Distribution Agency Agreement (Virgin Galactic Holdings, Inc)
Possession of Intellectual Property. The Company and its Subsidiaries own, possess or license, or can acquire or license on reasonable terms, any and all rights to patents, patent applications, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, procedures or inventions), trademarks, service marks, trade names or any other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them. To the Company's knowledge, all trade secrets, know how, technical processes and procedures which have not been patented or otherwise published, developed by and belonging to the Company (or any of its Subsidiaries) and which are material to the business of the Company (or any of its Subsidiaries) as presently conducted have been kept confidential. To the Company's knowledge, neither the Company nor any of its Subsidiaries is currently infringing or has infringed any Intellectual Property of any third party. The Company is not aware of any infringement of rights of any third party with respect to any Intellectual Property used in the Company's business as currently conducted and which the Company believes to be valid and, except as disclosed in the Prospectus, neither the Company nor any of its Subsidiaries has received any notice of any infringement of, or is otherwise aware of any conflict with asserted rights of any third party with respect to any Intellectual Property used in the Company's business as currently conducted, except for such infringements or conflicts which (if the subject of any unfavorable decision, ruling or finding), singly or in the aggregate, would not result in a Material Adverse Effect. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company owns, possesses, licenses is not aware of any facts or can acquire on reasonable terms rights to use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property rights, including registrations and applications for registration thereof (collectively, “circumstances which would render any Intellectual Property Rights”) necessary owned or material used by the Company invalid or inadequate to protect the conduct interest of the business now conducted Company or proposed in the Pricing Disclosure Package to be conducted by itany of its Subsidiaries therein, except to the extent that failure to ownand which invalidity or inadequacy, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually singly or in the aggregate, have would result in a Material Adverse Effect. To the knowledge Company's knowledge, neither the Company nor any of its Subsidiaries is using or has used any confidential information, trade secrets, or computer software (not licensed to the Company, there is no material infringement or misappropriation by the Company ) of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties former employer of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding its past or claim by others challenging the Company’s rights in or to any of Company’s Intellectual Property Rights; (iv) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company present employees in violation of any contractual obligation that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually law or in the aggregate, be expected to result in a Material Adverse Effectagreement.
Appears in 1 contract
