Example ContractsClausesassignment to rights in intellectual propertyVariants
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Intellectual Property Rights. Except as would not have a Material Adverse Change, the Company and each of its subsidiaries own or otherwise possess adequate rights to use all patents, trademarks, service marks, trade names and copyrights, all applications and registrations for each of the foregoing, and all other proprietary rights and confidential information used in or necessary to conduct their respective businesses as currently conducted; except as would not have a Material Adverse Change, and none of the Company or any of its subsidiaries has received any written notice of any infringement of, misappropriation, violation or conflict with the rights of any third party with respect to any of the foregoing.

Intellectual Property Rights. Except as would not have a Material Adverse Change, theThe Company and each of its subsidiaries own or otherwise possess adequate rights to use or can acquire on reasonable terms ownership or rights to use all patents, patent applications, patent rights, licenses, trademarks, service marks, trade namesnames, trademark registrations, service mark registrations, copyrights and copyrights, all applicationsknow-how (including trade secrets and registrationsother 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) and licenses (collectively, “Intellectual Property”) necessary for eachthe conduct of the foregoing, and all other proprietary rights and confidential information used in or necessary to conduct their respective businesses as currently conducted;businesses, except asin each case where the failure to own or possess such rights would not havenot, individually or in the aggregate, result in a Material Adverse Change,Effect, and nonehave not received any notice of any claim of infringement or conflict with, any such rights of others or any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries has received any written noticetherein, except in each case where such infringement or conflict (if the subject of any infringement of, misappropriation, violationunfavorable decision, ruling or conflict withfinding) or invalidity or inadequacy, individually or in the rights of any third party with respect to any of the foregoing.aggregate, would not result in a Material Adverse Effect.

Intellectual Property Rights. Except as would not have a Material Adverse Change, theProperty. The Company and each of its subsidiariesthe Subsidiary own or otherwisepossess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use all patents, trademarks, service marks, trade names and copyrights, all applications and registrations for each ofsuch Intellectual Property would not, individually or in the foregoing, and all other proprietary rights and confidential information used in or necessaryaggregate, reasonably be expected to conduct their respective businesses as currently conducted; except as would not have a Material Adverse Change,Effect. The Company and none of the Company or any of its subsidiaries hasSubsidiaries have not received any written notice of any claim of infringement of, misappropriation, violation or conflict withwhich asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. 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 virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of any third party with respectthe Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of the foregoing.an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property Rights. Except as would not have a Material Adverse Change, theProperty; Licenses, Etc. The Company and eachits Subsidiaries own, or possess the right to use, all of its subsidiaries own or otherwise possess adequate rights to use all patents,the trademarks, service marks, trade namesnames, copyrights, patents, patent rights, franchises, licenses and copyrights, all applications and registrationsother intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for eachthe operation of the foregoing, and all other proprietary rights and confidential information used in or necessary to conduct their respective businesses as currently conducted; except as would not have a Material Adverse Change, and none of the Company or any of its subsidiaries has received any written notice of any infringement of, misappropriation, violation orbusinesses, without conflict with the rights of any third party with respectother Person. Except for instances that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing.foregoing is pending or, to the best knowledge of the Company, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property Rights. Except as would not have a Material Adverse Change,To the Company’s knowledge, the Company and each of its subsidiariesSubsidiaries own or otherwise possess adequate rights or licenses to use all patents,material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade namessecrets and copyrights, all applications and registrations for each of the foregoing, and all other proprietaryintellectual property rights and confidential information used in or(collectively, “Intellectual Property”) necessary to conduct their respective businesses as currently conducted;now conducted, except as set forth in [Schedule 3(j)] or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use Intellectual Property would notnot, individually or in the aggregate, have a Material Adverse Change, andEffect. Except as disclosed in [Schedule 3(j)], to the Company’s knowledge, none of the Company’s active and registered Intellectual Property will expire or terminate by the terms and conditions thereof within two years from the date of this Agreement which could reasonably be expected to have a Material Adverse Effect. The Company orand its Subsidiaries do not have any of its subsidiaries has received any written noticeknowledge of any infringement of, misappropriation, violationby the Company or conflict with the rightsits Subsidiaries of any third party with respectIntellectual Property of others and, except as set forth on [Schedule 3(j)], there is no claim, action or proceeding being made or brought against, or to any of the foregoing.Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be expected to have a Material Adverse Effect.

Intellectual Property Rights. Except as would not have a Material Adverse Change,To the Company’s knowledge, the Company and each of its subsidiariesSubsidiaries own or otherwise possess adequate rights or licenses to use all patents,material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade namessecrets and copyrights, all applications and registrations for each of the foregoing, and all other proprietaryintellectual property rights and confidential information used in or(collectively, “Intellectual Property”) necessary to conduct their respective businesses as currently conducted;now conducted, except as set forth in [Schedule 3(j)] or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in [Schedule 3(j)], to the Company’s knowledge, none of the Company’s active and registered Intellectual Property have expired or terminated, or, by the terms and conditions thereof, will expire or terminate within two years from the date of this Agreement, except as would not reasonably be expected to have a Material Adverse Change,Effect. The Company and noneits Subsidiaries do not have any knowledge of any infringement by the Company or any of its subsidiaries has received any written noticeSubsidiaries of any infringement of, misappropriation, violationIntellectual Property of others and, except as set forth on [Schedule 3(j)], there is no claim, action or conflict withproceeding being made or brought against, or to the rights of any third party with respectCompany’s knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be expected to any of the foregoing.have a Material Adverse Effect.

Intellectual Property Rights. Except as would not have a Material Adverse Change, theProperty. The Company and each of its subsidiaries ownSubsidiaries owns or otherwise possess adequatepossesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights, all applications and registrations for each of the foregoing, and all other proprietary rights and confidential information used in orcopyrights (“Intellectual Property”) necessary to enable it to conduct their respective businessesits business as currently conducted; exceptnow operated (and, as would not have a Material Adverse Change, and nonepresently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or any of its subsidiaries has received any written notice of any infringement of, misappropriation, violation or conflict with the rights of any third partya Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.

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

Intellectual Property Rights. Except as would not have a Material Adverse Change, theProperty. The Company and each of its subsidiariesSubsidiaries own or otherwise possess adequate rights or licenses to use all patents,material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade namessecrets and copyrights, all applications and registrations for each of the foregoing, and all other proprietary rights and confidential information used in or necessary to conduct their respective businesses as currently conducted; except as wouldnow conducted. None of the Company's material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof, will expire or terminate within two years from the date of this Agreement. The Company and its Subsidiaries do not have any Knowledge of any infringement by the Company or its Subsidiaries of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of identical or substantially the same trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the Company's Knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Material Adverse Change, and none of the Company or any of its subsidiaries has received any written notice of any infringement of, misappropriation, violation or conflict with the rights of any third party with respect to any of the foregoing.Effect.

Section # Intellectual Property Rights. Except as would not have a Material Adverse Change, theProperty. The Company and each of its subsidiaries own or otherwise possess adequate rights to useSubsidiaries owns all the patents, trademarks, permits, service marks, trade namesnames, copyrights, franchises and copyrights, all applications and registrations for each offormulas, or rights with respect to the foregoing, andor each has obtained licenses of all other proprietary rights and confidential information used in orof whatever nature necessary tofor the present conduct their respective businesses as currently conducted; except as would not have a Material Adverse Change, and none of the Company or any of its subsidiaries has receivedbusinesses, in each case without any written notice of any infringement of, misappropriation, violation orknown conflict with the rights of any third party with respectothers which, or the failure to any ofobtain which, as the foregoing.case may be, would reasonably be expected to have a Material Adverse Effect.

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