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 the Company nor any Subsidiary has received a notice (written or otherwise) that # any of, the Intellectual Property Rights has expired, terminated or been abandoned, or # is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. For the avoidance of doubt, certain of the Company’s
Intellectual Property. Except as described on [Schedule 5.10], Borrower has all material rights with respect to Intellectual Property necessary or material in the operation or conduct of Borrower’s business as currently conducted and proposed to be conducted by Borrower. Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable under Division 9 of the UCC, Borrower has the right, to the extent required to operate Borrower’s business, to freely transfer, license or assign Intellectual Property necessary or material in the operation or conduct of Borrower’s business as currently conducted and proposed to be conducted by Borrower, without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party, and Borrower owns or has the right to use, pursuant to valid licenses, all software development tools, library functions, compilers and all other third-party software and other items that are material to Borrower’s business and used in the design, development, promotion, sale, license, manufacture, import, export, use or distribution of Borrower Products except customary covenants in inbound license agreements and equipment leases where Borrower is the licensee or lessee. Except as described in [Schedule 5.10] or disclosed in the Compliance Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.
Intellectual Property. Each of the Borrower and its Subsidiaries (other than any Financing Subsidiary) owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries (other than any Financing Subsidiary) does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Intellectual Property. Each Loan Party shall # protect, defend and maintain the validity and enforceability of its material Intellectual Property; # promptly advise Agent in writing of material infringements of its material Intellectual Property; and # not allow any Intellectual Property material to Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s written consent.
Intellectual Property. (a) All written Software and manuals, brochures issued by Manager to its employees at the Hotel regarding proprietary procedures and techniques to be used in operating the Hotel (“Manager Intellectual Property”) shall at all times be proprietary to Manager or its Affiliates, and shall be the exclusive property of Manager or its Affiliates. Upon Termination, all Manager Intellectual Property shall be removed from the Hotel by Manager, without compensation to Lessee. Lessee shall not be charged in any manner, direct or indirect, for the acquisition of such Manager Intellectual Property.
“Intellectual Property” includes computer software, letters, patents, trade marks (whether registered or unregistered designs), designs, utility models, copyrights (including design copyright applications for any of the foregoing and the right to apply for them in any part of the world), discoveries, creations, inventions or improvements on, or additions to, an invention, Confidential Information, know-how and any research (whether registered or not), moral rights and any similar rights in any country.
Intellectual Property. The Administrative Agent shall have received security agreements duly executed by the applicable Credit Parties for all federally registered copyrights, copyright applications, patents, patent applications, trademarks and
Intellectual Property. You will promptly disclose and hereby transfer and assign to the Company all right, title and interest in and to all techniques, methods, processes, software, documents, formulae, improvements, inventions and discoveries (and any patents issuing thereon) made or conceived or reduced to practice by you, solely or jointly with others, in the course of this Senior Advisor Agreement or with the use of materials or facilities of the Company during the Senior Advisor Term, and all intellectual property rights related to any of the foregoing (collectively “Inventions”). You will not publish any such Invention without the Company’s prior written consent. When requested by the Company, you will make available to the Company all papers, notes, drawings, data and other information relating to any such Inventions. You will promptly sign any documents (including U.S. and foreign copyright, trademark and patent assignments) requested by the Company related to the above assignment of rights and such Inventions and will cooperate with the Company at the Company’s request and expense in preparation and prosecution of any U.S. or foreign copyright, trademark or patent applications related to such rights and Inventions. Your obligations under this paragraph will survive expiration of this Senior Advisor Agreement for the period of three (3) years from the date of expiration. Your obligations under this paragraph will not apply to a particular circumstance to the extent such obligations are unenforceable in such circumstance pursuant to the provisions of North Carolina General Statute [Section 66-57.1]1] et seq. (as amended from time to time), provided that your obligations under this paragraph will continue to be binding upon you in all other circumstances. You will bear the burden of proof in establishing the applicability of such statute to a particular circumstance.
Intellectual Property. With respect to all Background Intellectual Property of Apollomics used in the Development, Manufacture, or Commercialization of Licensed Products prior to the effective date of termination (to the extent not licensed by Apollomics to [[GlycoMimetics:Organization]] pursuant to Sections 9.1(b), 9.1(c), or 9.1(d)(ii)) (“Reversion Background IP”), Apollomics hereby grants effective upon the effective date of termination to [[GlycoMimetics:Organization]] a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license with the right to sublicense through multiple tiers to develop, make, have made, import, use, offer for sale, sell, or otherwise exploit any Licensed Product. With respect to any Patents and other intellectual property rights Controlled by Apollomics and generated by or on behalf of Apollomics pursuant to activities that were in connection with the Development, Manufacture, or Commercialization of Licensed Products prior to the effective date of termination (to the extent not licensed by Apollomics to [[GlycoMimetics:Organization]] pursuant to Sections 9.1(b), 9.1(c), or 9.1(d)(ii)) (“Reversion Collaboration IP”), Apollomics hereby grants effective upon the effective date of termination to [[GlycoMimetics:Organization]] a worldwide, exclusive (even as to Apollomics), irrevocable, perpetual, royalty-free license with the right to sublicense through multiple tiers to develop, make, have made, import, use, offer for sale, sell, or otherwise exploit all products that are claimed by or incorporate any such Reversion Collaboration IP (including any Licensed Product). [[GlycoMimetics:Organization]] shall have the right to develop and commercialize any or all of the products itself or with any Third Party, and shall have the right, without obligation to Apollomics, to take any such actions in connection with such activities as [[GlycoMimetics:Organization]] (or its designee), at its discretion deems appropriate. Apollomics shall take all actions and execute all instruments to effect the foregoing transfer of rights to [[GlycoMimetics:Organization]].
Intellectual Property. Executive acknowledges and agrees that all intellectual property created, acquired, adapted, modified or improved, in whole or in part, by or through the efforts of Executive during the course of his employment by the Company, including without limitation all copyrights, patents, trademarks, service marks, trade secrets, know-how or other work product in any way related to the Company’s operations and activities, are works for hire and are owned exclusively by the Company, and Executive hereby disclaims any right or interest in or to any such intellectual property.
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