Common use of Intellectual Property Clause in Contracts

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 17 contracts

Samples: Sales Agreement (Uranium Resources Inc /De/), Sales Agreement (ClearSign Technologies Corp), Sales Agreement (Biocept Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 15 contracts

Samples: Sales Agreement (Pharmathene, Inc), Sales Agreement (Bio-Path Holdings Inc), Sales Agreement (Avino Silver & Gold Mines LTD)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use use, or could obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries , except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 ) ), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Appears in 15 contracts

Samples: Underwriting Agreement (Navidea Biopharmaceuticals, Inc.), Underwriting Agreement (Bio-Path Holdings Inc), Underwriting Agreement (Esperion Therapeutics, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; ( ii b) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; ( iii c) 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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; ( vi f) 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 g) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses ( i)-(vii a)-(g) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 11 contracts

Samples: Sales Agreement (Chelsea Therapeutics International, Ltd.), Market Offering Agreement (India Globalization Capital, Inc.), At the Market Offering Agreement (India Globalization Capital, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 10 contracts

Samples: Underwriting Agreement (Fennec Pharmaceuticals Inc.), Underwriting Agreement (Ur-Energy Inc), Underwriting Agreement (PAVmed Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries own, possess, license or have other adequate rights to use use, on reasonable terms, all foreign and domestic material patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property necessary for the conduct of the Company’s and each of its Subsidiary’s business as now conducted (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the such failure to own, possess, license possess or otherwise hold adequate have other rights to use such Intellectual Property would not, individually or not result in the aggregate, have a Material Adverse Effect. Except as disclosed set forth in the Registration Statement and the Prospectus Statement: ( i a) there are no rights party has been granted an exclusive license to use any portion of third parties to any such Intellectual Property owned by the Company and or its Subsidiaries; ( ii b) to the knowledge of the Company ’s knowledge , there is no infringement by third parties of any such Intellectual Property Property owned by or exclusively licensed to the Company or its Subsidiaries; ( iii c) 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 and or any of its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the knowledge of the Company ’s knowledge , threatened action, suit, proceeding or claim by others challenging the validity or scope or enforceability of any such Intellectual Property , and the Company and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such claim; and ( v e) there is no pending or pending, or to the knowledge of the Company ’s knowledge , threatened action, suit, proceeding or claim by others that the Company and Company’s or any of its Subsidiaries infringe Subsidiaries’ business as now conducted infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 unaware of any of clauses (i)-(vii) above, other fact which would form a reasonable basis for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claim.

Appears in 9 contracts

Samples: Underwriting Agreement (China Eco-Materials Group Co. LTD), Underwriting Agreement (China Eco-Materials Group Co. LTD), Underwriting Agreement (Jowell Global Ltd.)

Intellectual Property. Except The Company does not have any knowledge of any claim that, or inquiry as disclosed to whether, any product, activity or operation of the Company infringes upon or involves, or has resulted in the Registration Statement infringement of, any trademarks, trade-names, service marks, patents, copyrights or other proprietary rights of any other person, corporation or other entity; and no such proceedings have been instituted, are pending or are threatened against the Prospectus, the Company and its Subsidiaries own, possess, license Company. The Company: (i) owns or have other possesses all rights to use use, option and/or license, as the case may be, all foreign and domestic patents, patent applications, trade and provisional patents, trademarks, service marks, trade and names, trademark registrations, service mark registrations , trade names , copyrights, licenses, inventions formulae, trade secrets mask works, technology customer lists, Internet internet domain names, know-how and other intellectual property ( collectively including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, the systems or procedures, “Intellectual Property” ), ) necessary for the conduct of their respective businesses as now being conducted except to and as described in the extent Offering Memorandum and (ii) does not believe that the failure to own conduct of their respective businesses does or will conflict with, possess and have not received any notice of any claim of conflict with, license or otherwise hold adequate rights to use any such Intellectual Property right of others, which conflict would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such All Intellectual Property owned developed by the and belonging to Company and its Subsidiaries; ( ii) including, without limitation, that which is developed by consultants to the Company which has not been patented has been kept confidential so as, among other things, all such information may be deemed proprietary to Company. To Company’s knowledge, there is no infringement by third parties of any such Intellectual Property ; (iii) there is . There are no pending or, to the Company’s knowledge, threatened action actions, suit suits, proceeding proceedings or claim claims by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any there are no facts which could would form a reasonable basis for any such action, suit, proceeding or claim ; (iv) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary Intellectual Property rights of 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 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 each case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as which would not, individually or in the aggregate, result in be reasonably likely to have a Material Adverse Effect , and Company is not aware of any other fact which would form a reasonable basis for any such claim.

Appears in 8 contracts

Samples: Subscription Agreement (Title Starts Online, Inc.), Subscription Agreement (SECURE NetCheckIn Inc), Subscription Agreement (Title Starts Online, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (y) in the case of clause (vii) above, for any non-compliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Sales Agreement (Cyclacel Pharmaceuticals, Inc.), Heat Biologics, Inc., Heat Biologics, Inc.

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus General Disclosure Package, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus General Disclosure Package, (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Market Issuance Sales Agreement (Tellurian Inc. /De/), Distribution Agency Agreement (Tellurian Inc. /De/), Distribution Agency Agreement (Tellurian Inc. /De/)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus SEC Reports, (i) the Company and its Subsidiaries own, possess, license each Subsidiary owns or have other rights to use all foreign has obtained valid and domestic patents enforceable licenses or options for the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, copyrights, licenses, inventions, copyrights and trade secrets, technology, Internet domain names, know-how and other intellectual property secrets necessary for the conduct of its respective business as described in the SEC Reports (collectively, the “Intellectual Property”) ; and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, necessary or has been licensed to, the Company or each Subsidiary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or products described in the aggregate, SEC Reports that would preclude the Company or any Subsidiary from conducting its business as currently conducted and have a Material Adverse Effect . Except as disclosed in , except for the Registration Statement and the Prospectus (i) there are no ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the Company and its Subsidiaries or any Subsidiary; ( ii b) to the Company’s knowledge, there is are currently no sales of any products that would constitute an infringement by third parties of any such Intellectual Property Property owned, licensed or optioned by the Company or any Subsidiary, which infringement would have a Material Adverse Effect; ( iii c) 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 of the Company or any Subsidiary in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of or any facts Subsidiary, other than claims which could form not reasonably be expected to have a reasonable basis for any such action, suit, proceeding or claim Material Adverse Effect; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property owned, licensed or optioned by the Company or any Subsidiary, other than non-material actions, suits, proceedings and claims; and ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its or any of any Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of others ; (vi) to the Company’s knowledge , there is no third other than non- 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; material actions, suits, proceedings and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claims.

Appears in 5 contracts

Samples: Indemnification Agreement (Ophthalmic Imaging Systems), Indemnification Agreement (Ophthalmic Imaging Systems), Purchase Agreement (Ophthalmic Imaging Systems)

Intellectual Property. Except as disclosed The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (1) described in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license Prospectus as being owned or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property licensed by them or ( collectively, the “Intellectual Property”), 2) which are necessary for the conduct of their respective businesses as now currently conducted or as currently proposed in the Registration Statement and the Prospectus to be conducted (collectively, “Intellectual Property”) except to in the extent that case of clause (2) where the failure to own, possess, license possess or otherwise hold adequate acquire such rights to use such Intellectual Property would not not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed described in the Registration Statement and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no rights of third parties who have rights to any such Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries, except for customary reversionary rights of third-party licensors; and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property ; (iii) . Except as would not reasonably be expected, individually or in the aggregate, to have 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 Company’s and or any of its Subsidiaries subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv B) there challenging the validity, enforceability or scope of any Intellectual Property, and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others challenging the validity claim; or scope of any such Intellectual Property; ( v C) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company and or any of its Subsidiaries subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or otherwise violate violate, any patent, trademark , trade name, service name, copyright, trade secret or other proprietary rights of others ; (vi) to , and the Company’s knowledge Company is unaware of any facts which would form a reasonable basis for any such action, there is no third-party U.S. patent suit, proceeding or published U.S. patent application which contains claims for which an Interference Proceeding ( claim. Except as defined in 35 U.S.C. § 135) has been commenced against any patent would not reasonably be expected, individually or patent application described in the Prospectus as being owned by or licensed aggregate, to the Company; and (vii) have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary any subsidiary, and all such agreements are in full force and effect , except, . The product candidates described in the case of Registration Statement and the Prospectus as under development by the Company or any of clauses (i)-(vii) above its subsidiaries fall within the scope of the claims of one or more patents owned by, for any such infringement by third parties or exclusively licensed to, the Company or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect of its subsidiaries.

Appears in 5 contracts

Samples: Sales Agreement (Affimed N.V.), Sales Agreement (Affimed N.V.), Affimed N.V.

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and each of its Subsidiaries own owns, possess possesses, license licenses or have has other rights to use use, or can obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), necessary for ) used in the conduct of their respective the Company’s and each of its Subsidiaries’ businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate SEC Filings to be conducted (the “Company Intellectual Property”). To the Knowledge of the Company, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such owned Company Intellectual Property owned Property, other than as licensed by the Company and its Subsidiaries; (ii) to Company. To the Knowledge of the Company ’s knowledge , there is no infringement by third parties of any such owned Company Intellectual Property ; (iii) there . There is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Company Intellectual Property , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there . There is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such owned Company Intellectual Property ; (v) there . There is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others ; (vi) to . To the Company’s knowledge Knowledge, there is are no third-party material facts required to be disclosed to the U.S. Patent and Trademark Office (“USPTO”) which have not been disclosed to the USPTO and which would preclude the grant of a patent or published U.S. in connection with any 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) of the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed or could form the basis of a finding of invalidity with respect to any issued patents of the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Intellectual Property.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Molecular Templates, Inc.), Securities Purchase Agreement (Rezolute, Inc.), Securities Purchase Agreement (Threshold Pharmaceuticals Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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) to the Company’s knowledge, 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Sales Agreement (CareCloud, Inc.), Sales Agreement (CareCloud, Inc.), Underwriting Agreement (CareCloud, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess, license licenses or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate SEC Documents to be conducted (the “Company Intellectual Property”). To the knowledge of the Company, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Company Intellectual Property owned Property, other than as licensed by the Company and its Subsidiaries; (ii) to Company. To the knowledge of the Company ’s knowledge , there is no infringement by third parties of any such Company Intellectual Property ; (iii) there . There is no pending or, to the Company’s knowledge, threatened material action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Company Intellectual Property , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there . There is no pending or, to the Company’s knowledge, threatened material action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property ; (v) there . There is no pending or, to the Company’s knowledge, threatened material action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others ; (vi) . The Company is not aware of any facts required to be disclosed to the Company’s knowledge, there is no third-party U.S. Patent and Trademark Office (“USPTO”) which have not been disclosed to the USPTO and which would preclude the grant of a patent or published U.S. in connection with any 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) of the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed or could form the basis of a finding of invalidity with respect to any issued patents of the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Intellectual Property.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Caladrius Biosciences, Inc.), Securities Purchase Agreement (Bellerophon Therapeutics, Inc.), Of Securities Purchase Agreement (Caladrius Biosciences, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries subsidiaries own, possess, license or have other rights to use use, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business in all material respects as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement SEC Filings to be conducted; and the Prospectus ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property, including no liens, security interests or other encumbrances; ( ii b) to the Company’s knowledge Knowledge, there is no material infringement by third parties of any such Intellectual Property; ( iii c) there is no pending or, to the Company’s knowledge 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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; ( iv d) such Intellectual Property that is described in the SEC Filings has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; (e) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property that is owned or licensed by the Company, including interferences, oppositions, reexaminations or government proceedings; ( v f) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes, misappropriates, or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others; and ( vi g) to the Company’s knowledge 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) each key employee of the Company and its Subsidiaries have complied each Company employee involved with the terms development of each agreement pursuant to which Intellectual Property has been licensed to entered into an invention assignment agreement with the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Company.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Capstone Companies, Inc.), Securities Purchase Agreement (Savara Inc), Registration Rights Agreement (Capstone Companies, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and except, in the case of clause (vii) above, for any non-compliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Sales Agreement (Cytokinetics Inc), Sales Agreement (Cytokinetics Inc), Sales Agreement (Cytokinetics Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess, license licenses or have has other rights to use use, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property that are described in the SEC Filings (collectively, the “Intellectual Property”) ; and to the Company’s Knowledge, no additional third party intellectual property rights are necessary for the conduct of their respective businesses the Company’s business in all material respects as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate, have a Material Adverse Effect. Except SEC Filings to be conducted; and (a) except as disclosed described in the Registration Statement and the Prospectus (i) SEC filings, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property, including no liens, security interests or other encumbrances; ( ii b) to the Company’s knowledge Knowledge, there is no material infringement by third parties of any such Intellectual Property; ( iii c) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and or its Subsidiaries subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts facts, which could form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) such Intellectual Property that is described in the SEC Filings has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; (e) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property that is owned or licensed by the Company, including interferences, oppositions, reexaminations or government proceedings; ( v f) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe subsidiaries infringe, misappropriate, or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; ( vi g) to the Company’s knowledge 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 SEC Filings as being owned by or licensed to the Company; and ( vii h) to the Company’s Knowledge, the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary subsidiary, and all such agreements are in full force and effect , except, in ; and (i) each key employee of the case Company and each Company employee involved with the development of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in Intellectual Property has entered into an invention assignment agreement with the aggregate, result in a Material Adverse Effect Company.

Appears in 4 contracts

Samples: Securities Purchase Agreement (X4 Pharmaceuticals, Inc), Securities Purchase Agreement (X4 Pharmaceuticals, Inc), Securities Purchase Agreement (X4 Pharmaceuticals, Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or other rights to use all foreign and domestic patents use, the inventions, patent applications, trade patents, trademarks (both registered and unregistered), tradenames, service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how secrets and other intellectual property (collectively, proprietary information described in the “Intellectual Property”), SEC Reports as being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted or as proposed to be conducted (including the commercialization of products or services described in the SEC Reports as under development), except to the extent that where the failure to own, possess, license or otherwise hold adequate have such rights to use such Intellectual Property would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (collectively, “Intellectual Property”); except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect . Except as disclosed in the Registration Statement 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 of Intellectual Property of the Company or its Subsidiaries, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property owned by which the SEC Reports disclose are licensed to the Company and or any of its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and or its Subsidiaries’ rights rights, as applicable, in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which that could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property , and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, 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 and or any of its Subsidiaries infringes or otherwise violates (or would, upon the commercialization of any product or service described in the SEC Reports as under development, infringe or otherwise violate violate) any patent, trademark , tradename, service name, copyright, trade secret or other proprietary rights of others , and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (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 and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary any of its Subsidiaries, and all such agreements are in full force and effect ; (vii) to the Company’s knowledge, except, in there is no patent or patent application that contains claims that interfere with the case issued or pending claims of any of clauses the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and ( i)-(vii viii) above to the Company’s knowledge, for there is no prior art that may render any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in patent application within the aggregate, result in a Material Adverse Effect Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Appears in 4 contracts

Samples: Placement Agency Agreement (Leap Therapeutics, Inc.), Placement Agency Agreement (Ziopharm Oncology Inc), Placement Agency Agreement (PLx Pharma Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries subsidiaries own, possess, license or have other rights obtained valid and enforceable licenses to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations sufficient trademarks, trade names, patent rights, copyrights, licenses, inventions domain names, trade secrets, technology, Internet domain names, know- how how, and other intellectual property rights and similar rights, including registrations and applications therefor (collectively, the “Intellectual Property Property Rights ) ) necessary to conduct the business described in the General Disclosure Package in all material respects, necessary for other than trademarks, patent rights, copyrights and trade secrets of third parties that the Company infringes or has infringed in the conduct of their respective businesses as now conducted except its business to the extent that the failure to own, possess, license or otherwise hold adequate rights to use Company does not have knowledge of such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect infringement. Except as disclosed in the Registration Statement and General Disclosure Package, to the Prospectus knowledge of the Company: (i) there are has been no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge infringement, there is no infringement misappropriation, or other violation by third parties of any such of the Intellectual Property Property Rights of the Company or its subsidiaries; (ii) there has been no infringement, misappropriation, or other violation by the Company or its subsidiaries of any of the Intellectual Property Rights of third parties; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding proceeding, or claim by third parties challenging the validity, enforceability, or scope of any Intellectual Property Rights owned by the Company or its subsidiaries; and (iv) there is no pending or threatened action, suit, proceeding, or claim by others challenging the Company’s and its Subsidiaries’ or any subsidiary’s rights in or to any such Intellectual Property to, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 violation of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect terms with respect to their Intellectual Property Rights.

Appears in 4 contracts

Samples: Underwriting Agreement (Douglas Dynamics, Inc), Underwriting Agreement (Douglas Dynamics, Inc), Underwriting Agreement (Douglas Dynamics, Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Sales Agreement (Sophiris Bio Inc.), Sales Agreement (Checkpoint Therapeutics, Inc.), Sales Agreement (CohBar, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus General Disclosure Package, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus General Disclosure Package, (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 General Disclosure Package as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Tellurian Inc. /De/), Underwriting Agreement (Tellurian Inc. /De/), Underwriting Agreement (Tellurian Inc. /De/)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Sales Agreement (Galmed Pharmaceuticals Ltd.), Sales Agreement (Imprimis Pharmaceuticals, Inc.), Sales Agreement (Cellular Biomedicine Group, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Helius Medical Technologies, Inc.), Underwriting Agreement (Helius Medical Technologies, Inc.), Underwriting Agreement (Transenterix, Inc.)

Intellectual Property. Except as disclosed The Company and/or 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 intellectual property described in the Registration Statement and or the Prospectus, Prospectus as being owned or licensed by them or which are necessary for the Company and its Subsidiaries own, possess, license conduct of their businesses as currently conducted or have other rights as currently proposed to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property be conducted that cover the products or product candidates described in the Registration Statement or the Prospectus as under development (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that where the failure to own, possess, license or otherwise hold adequate have such rights to use such Intellectual Property would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in To the Registration Statement and the Prospectus Company’s knowledge: (i) there are no third parties who have or who will be able to establish rights to any of the patents or patent applications of the Company or its Subsidiaries, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property owned by which the Registration Statement or the Prospectus disclose are licensed to the Company and or any of its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such of the Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the Company’s and or its Subsidiaries’ rights rights, as applicable, in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which that could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property , and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company and or any of its Subsidiaries infringes or otherwise violates (or would, upon the commercialization of any product or service described in the Registration Statement and the Prospectus as under development, infringe or otherwise violate violate) any patent, trademark , tradename, service name, copyright, trade secret or other proprietary rights of others , and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (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 and and/or its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary any of its Subsidiaries, and all such agreements are in full force and effect , except, in ; (vii) there is no patent or patent application that contains claims that interfere with the case issued or pending claims of any of clauses the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and ( i)-(vii viii) above, for there is no prior art that may render any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in patent application within the aggregate, result in a Material Adverse Effect Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Appears in 4 contracts

Samples: Distribution Agreement (Brainstorm Cell Therapeutics Inc.), Distribution Agreement (Brainstorm Cell Therapeutics Inc.), Distribution Agreement (Brainstorm Cell Therapeutics Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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, except (x) in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (y) in the case of clause (vii) above, for any non-compliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (Progenics Pharmaceuticals Inc), Progenics Pharmaceuticals Inc, Progenics Pharmaceuticals Inc

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its the Material Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its the Material Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 the Material Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its the Material Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 and its the Material 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (Avino Silver & Gold Mines LTD), Sales Agreement (Avino Silver & Gold Mines LTD), Sales Agreement (Avino Silver & Gold Mines LTD)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (CareDx, Inc.), Sales Agreement (CareDx, Inc.), Sales Agreement (Synthetic Biologics, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus Prospectus, ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; ( ii b) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; ( iii c) 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 Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) 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 or scope of any such Intellectual Property; ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; ( vi f) 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 g) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses ( i)-(vii a)-(g) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (Sunesis Pharmaceuticals Inc), Sales Agreement (Sunesis Pharmaceuticals Inc), Equity Distribution Agreement (Repros Therapeutics Inc.)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Protagonist Therapeutics, Inc), Underwriting Agreement (Protagonist Therapeutics, Inc), Underwriting Agreement (Protagonist Therapeutics, Inc)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (CareDx, Inc.), Underwriting Agreement (CareDx, Inc.), Underwriting Agreement (CareDx, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 and its Subsidiaries have complied in all material respects 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 effect except for such agreements which have been terminated, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (Galmed Pharmaceuticals Ltd.), Sales Agreement (Galmed Pharmaceuticals Ltd.), Galmed Pharmaceuticals Ltd.

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries subsidiaries own, possess possess the right to use, license the right to use, or have other rights to use (in each case free and clear of all foreign and domestic adverse claims, liens or other encumbrances, except for such adverse claims, liens or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), or can acquire on reasonable terms the rights to use, all patents , patent applications , trade and service marks, trade and service mark registrations, trade names, copyrights, licenses domain names (in each case including all registrations and applications to register the same), inventions, trade secrets, technology, Internet domain names, know- how how, and other intellectual property property, (collectively, the “Intellectual Property” ), necessary for ) material to the conduct of their respective businesses as now conducted except or as proposed in each of the Registration Statement, the Time of Sale Information and the Prospectus to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property be conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect . Except as disclosed in the Registration Statement and the Prospectus , (i) there are is no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any such Intellectual Property; (ii) there is no infringement pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third parties party challenging the validity, scope or enforceability of any such Intellectual Property; and (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others third party that the Company and or any of its Subsidiaries infringe subsidiaries infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect party.

Appears in 3 contracts

Samples: Flex Ltd., Flex Ltd., Flex Ltd.

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess, license licenses or have has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. (i) Except as disclosed in the Registration Statement and the Prospectus (i) Prospectus, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Company, except for any such rights as would not, individually or in the aggregate, result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary Company, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Zosano Pharma (Zosano Pharma Corp), Sales Agreement (Zosano Pharma Corp), Zosano Pharma Corp

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Subsidiaries other than any co-owner of any patent or patent application constituting Intellectual Property who is listed as such on the records of the U.S. Patent and Trademark Office; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 its Subsidiaries, and all such agreements are in full force and effect effect (except for agreements that have been terminated), except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (Akebia Therapeutics, Inc.), Akebia Therapeutics, Inc., Akebia Therapeutics, Inc.

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess, license licenses or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate SEC Documents to be conducted (the “Company Intellectual Property”). To the knowledge of the Company, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Company Intellectual Property owned Property, other than as licensed by the Company and its Subsidiaries; (ii) to Company. To the knowledge of the Company ’s knowledge , there is no infringement by third parties of any such Company Intellectual Property ; (iii) there . 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 Company Intellectual Property , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property ; (v) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others ; (vi) . The Company is not aware of any facts required to be disclosed to the Company’s knowledge, there is no third-party U.S. Patent and Trademark Office (“USPTO”) which have not been disclosed to the USPTO and which would preclude the grant of a patent or published U.S. in connection with any 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) of the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed or could form the basis of a finding of invalidity with respect to any issued patents of the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Intellectual Property.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ardelyx, Inc.), Securities Purchase Agreement (Ardelyx, Inc.), Securities Purchase Agreement (Codexis, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement The Company and the Prospectus, the Company and its Subsidiaries Surviving Entity own, possess, license or have other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s and the Surviving Entity’s business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate SEC Documents to be conducted (the “Company Intellectual Property”). To the knowledge of the Company, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Company Intellectual Property owned Property, other than as licensed by the Company and its Subsidiaries; (ii) to or the Surviving Entity. To the knowledge of the Company ’s knowledge , there is no infringement by third parties of any such Company Intellectual Property ; (iii) there . 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’ or the Surviving Entity’s rights in or to any such Company Intellectual Property , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property ; (v) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries or the Surviving Entity infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others ; (vi) . The Company is not aware of any facts required to be disclosed to the Company’s knowledge, there is no third-party U.S. Patent and Trademark Office (“USPTO”) which have not been disclosed to the USPTO and which would preclude the grant of a patent or published U.S. in connection with any 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) of the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed or could form the basis of a finding of invalidity with respect to any issued patents of the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Intellectual Property.

Appears in 3 contracts

Samples: Securities Purchase Agreement (ViewRay, Inc.), Securities Purchase Agreement (ViewRay, Inc.), Securities Purchase Agreement (ViewRay, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement Unless expressly set forth otherwise on Schedule 5.11, Acquiror and the Prospectus, the Company and its Acquiror Subsidiaries own, possess, license own or have other rights a right to use use, free and clear of any liens, security interests, encumbrances or claims of others, all foreign and domestic patents, patent applications trademarks, trade and service marks, trade and service mark registrations logos, trade names slogans, designs, copyrights, licenses tradenames, inventions design registrations, trade secrets, technology, Internet domain names, know-how and other intellectual property and any trade secrets, know-how, confidential information, material computer programs ( collectively, the “Intellectual Property” including any source code), necessary for documentation, engineering and technical drawings, processes, methodologies, trade dress, mask works and technology, in each case material to the conduct of their respective businesses the business of Acquiror and Acquiror Subsidiaries taken as now conducted except a whole (all of the foregoing items collectively referred to as the extent that the failure to own, possess, license "Acquiror Intellectual Property"). Except as set forth on Schedule 5.11 or otherwise hold adequate rights to use such Intellectual Property where there would not, individually or in the aggregate, have a be no Acquiror Material Adverse Effect . Except as disclosed in the Registration Statement and the Prospectus , ( i a) there no proceedings are no rights of third parties pending or, to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s Acquiror's knowledge, there is no infringement threatened in writing, which challenge the validity of the ownership by third parties Acquiror and/or any Acquiror Subsidiary of any such material Acquiror Intellectual Property; ( iii b) there is Acquiror has no pending or, knowledge of any infringement or infringing use of any material Acquiror Intellectual Property or licenses by any person or entity; (c) to the Company’s Acquiror's knowledge, threatened action, suit, proceeding no infringement of any material intellectual property right or claim by others challenging other proprietary right of any third party has occurred or will result in any way from the Company’s signing and its Subsidiaries’ rights in execution of this Agreement or to the consummation of any such Intellectual Property or all of the transactions contemplated hereby, and the Company is unaware of no written claim has been made by any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope third party based upon an allegation of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 infringement; and ( vii d) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which material Acquiror Intellectual Property has been licensed to the Company or such Subsidiary, is valid and all such agreements are in full force and effect effect and no aspect thereof is subject to any outstanding order, except ruling, in the case of decree, judgment or stipulation by or with any of clauses (i)-(vii) above court, for any such infringement by third parties arbitrator or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect administrative agency.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Orion Network Systems Inc/New/)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess, license licenses or have has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. (i) Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) Prospectus, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Company, except for any such rights as would not, individually or in the aggregate, result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary Company, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Zosano Pharma Corp), Underwriting Agreement (Zosano Pharma Corp), Underwriting Agreement (Zosano Pharma Corp)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, Neither the Company and nor its Subsidiaries own, possess, license own or have other rights possess the right to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations any trademarks, trade names, patent rights, copyrights , domain names, licenses, inventions approvals, trade secrets, inventions, technology , Internet domain names , know-how and other intellectual property similar rights (collectively, the “Intellectual Property Property Rights ), ) that would reasonably be deemed (i) necessary for the or material to conduct of their respective businesses its business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or and as described in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there or that are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to necessary or material for the Company’s knowledge commercialization of the products, there is no infringement by third parties of any such Intellectual Property; (iii) there services and investments described in the Prospectus as being under development. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding, or claim by others challenging the rights of the Company or any of its Subsidiaries in or to any Intellectual Property Rights. 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 proceeding, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and or any of its Subsidiaries infringe infringes, misappropriates, or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights Intellectual Property Rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect .

Appears in 3 contracts

Samples: Equity Distribution Agreement (Armour Residential REIT, Inc.), Distribution Agreement (Armour Residential REIT, Inc.), Armour Residential REIT, Inc.

Intellectual Property. Except as disclosed in To the Registration Statement and the Prospectus Company’s knowledge, the Company and its Subsidiaries own owns, possess possesses, license licenses or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or conducted. Except as set forth in the aggregate, SEC Reports or for such matters which would not be expected to have a Material Adverse Effect . Except as disclosed in the Registration Statement and the Prospectus , ( i a) there are no rights party has been granted an exclusive license to use any portion of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Company; ( ii b) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property Property owned by or exclusively licensed to the Company; ( iii c) 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’ or any subsidiary’s rights in or to any such material Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company is unaware of any facts which would form a reasonable basis for any such claim; and ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe Company’s business as now conducted infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 is unaware of any of clauses (i)-(vii) above, other fact which would form a reasonable basis for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claim.

Appears in 3 contracts

Samples: Confidential Subscription Agreement (Skinny Nutritional Corp.), Confidential Subscription Agreement (Skinny Nutritional Corp.), Confidential Subscription Agreement (Skinny Nutritional Corp.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted on the date hereof except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property, other than any co-owner of any patent constituting Intellectual Property owned by who is listed on the Company records of the U.S. Patent and its Subsidiaries Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Original Agreement (Infinity Pharmaceuticals, Inc.), Infinity Pharmaceuticals, Inc., Infinity Pharmaceuticals, Inc.

Intellectual Property. Except as disclosed in in, or incorporated by reference into, the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use use, or could obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in in, or incorporated by reference into, the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Subsidiaries except for in-licensed Intellectual Property, and except for licenses granted in the ordinary course to third parties or that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as has been disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Pacific Biosciences of California, Inc.), Underwriting Agreement (Pacific Biosciences of California, Inc.), Pacific Biosciences of California, Inc.

Intellectual Property. Except as disclosed described in the Registration Statement and the Prospectus, the Company owns, or has obtained valid and its Subsidiaries own enforceable licenses for, possess, license or have other rights to use all foreign and domestic patents use, the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, copyrights copyrights and trade secrets described in the Registration Statement and Prospectus as being owned or licensed by it, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property which the Company reasonably believes are necessary for the conduct of its business (collectively, the “Intellectual Property”) , necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect . Except as disclosed described in the Registration Statement and the Prospectus Prospectus, (i) the Company believes that there are no third parties who have rights to any Intellectual Property, except for the ownership rights of third parties to any such the owners of the Intellectual Property owned by which is licensed to the Company and its Subsidiaries Company; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could it believes would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company is unaware of any facts which it believes 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 and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark , trade name, copyright, trade secret or other proprietary rights of others , and the Company does not know of any such infringement or violation; (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 that interfere with the issued or pending claims of any patent or patent application described in of the Prospectus as being owned by or licensed to the Company Intellectual Property; and (vii) the Company and its Subsidiaries Company, the inventors of the Intellectual Property, and, to the Company’s knowledge, the Company’s licensors, have complied with the terms duty of candor and disclosure set forth in 37 C.F.R. § 1.56 with respect to each agreement pursuant to which of the patents and patent applications comprising the Intellectual Property Property. None of the technology employed by the Company has been licensed obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company Company’s knowledge, any of its officers, directors or such Subsidiary, and all such agreements are employees in full force and effect, except, in violation of the case rights of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect persons.

Appears in 3 contracts

Samples: Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess licenses, license or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement General Disclosure Package and the Prospectus to be conducted and (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property, except for certain rights of third-party licensors with respect to Intellectual Property owned by that are described in the Company General Disclosure Package and its Subsidiaries the Prospectus; (ii) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property; (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 any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company 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 and its Subsidiaries infringe infringes or otherwise violate violates any 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; (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 that dominate or may dominate any patent or patent application Intellectual Property described in the General Disclosure Package and the Prospectus as being owned by or licensed to the Company Company or that interferes with the issued or pending claims of any such Intellectual Property; and (vii) there is no prior art of which the Company and its Subsidiaries have complied with is aware that may render any U.S. patent held by the terms of each agreement pursuant to Company invalid or any U.S. patent application held by the Company unpatentable which Intellectual Property has not been licensed disclosed to the Company or such Subsidiary, U.S. Patent and all such agreements are in full force and effect, Trademark Office; except, in the case of any cases of clauses ( i)-(vii) above i)—(vii), for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Convertible Preferred Stock (Ovid Therapeutics Inc.), Underwriting Agreement (Ovid Therapeutics Inc.), Underwriting Agreement (Ovid Therapeutics Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there There are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (Taronis Technologies, Inc.), Sales Agreement (Arcus Biosciences, Inc.), Sales Agreement (Taronis Technologies, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries own, possess, license or have other rights to use use, or can acquire on reasonable terms a license or other rights to use, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (Ocugen, Inc.), Sales Agreement (Ocugen, Inc.), Ocugen, Inc.

Intellectual Property. Except as disclosed in To the Registration Statement and the Prospectus Company’s knowledge, the Company and its Subsidiaries own owns, possess possesses, license licenses or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or conducted. Except as set forth in the aggregate, SEC Reports or for such matters which would not be expected to have a Material Adverse Effect . Except as disclosed in the Registration Statement and the Prospectus , ( i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii a) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property Property owned by or exclusively licensed to the Company; ( iii b) 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’ or any subsidiary’s rights in or to any such material Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company is unaware of any facts which would form a reasonable basis for any such claim; and ( v d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe Company’s business as now conducted infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 is unaware of any of clauses (i)-(vii) above, other fact which would form a reasonable basis for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claim.

Appears in 2 contracts

Samples: Confidential Subscription Agreement (Skinny Nutritional Corp.), Subscription Agreement (Xenonics Holdings, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), to the Company’s knowledge necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such third party rights, infringement by third parties or any such parties, pending or threatened suit, action, proceeding or claim claim, Interference Proceeding or failure to comply as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Array Biopharma (Array Biopharma Inc), Array Biopharma (Array Biopharma Inc)

Intellectual Property. Except as disclosed in the Registration Statement The Company and the Prospectus, the Company and its Subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or other rights to use all foreign and domestic patents use, the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, service names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how secrets and other intellectual property (collectively proprietary information described in the Registration Statement, the “Intellectual Property”) Prospectus and the Permitted Free Writing Prospectuses, if any, as being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted except or as proposed to the extent that the failure to own be conducted (collectively, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property”); (ii) to the Company’s knowledge , there are no third parties who have, or will be able to establish, rights to any Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which is licensed to the Company and the license rights of any third parties to which the Intellectual Property is licensed; to the knowledge of the Company, there is no infringement by third parties of any such material Intellectual Property; (iii) 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 and its Subsidiaries’ rights in or to any such material Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such material Intellectual Property , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, 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 and its Subsidiaries infringe or any Subsidiary infringes or otherwise violate violates, 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 could form a reasonable basis for any such action, suit, proceeding or claim; (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 and its the Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which any material Intellectual Property has been licensed to the Company or such any Subsidiary, and all such agreements are in full force and effect ; to the knowledge of the Company, except, in there is no patent or patent application that contains claims that interfere with the case issued or pending claims of any material Intellectual Property or that challenges the validity, enforceability or scope of clauses (i)-(vii) above any material Intellectual Property; to the knowledge of the Company, for there is no prior art that may render any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in patent application within the aggregate, result in a Material Adverse Effect Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Appears in 2 contracts

Samples: Underwriting Agreement (GigOptix, Inc.), Underwriting Agreement (GigOptix, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use use, or could obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Subsidiaries except for in-licensed Intellectual Property, and except for licenses granted in the ordinary course to third parties or that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as has been disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Pacific Biosciences of California, Inc.), Underwriting Agreement (Pacific Biosciences of California, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, Private Placement Memorandum: (i) the Company owns or has obtained valid and its Subsidiaries own, possess, license enforceable licenses or have other rights to use all foreign and domestic patents options for the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, copyrights, licenses, inventions, copyrights and trade secrets, technology, Internet domain names, know-how and other intellectual property secrets necessary for the conduct of the Company’s business as currently conducted (collectively, the “Intellectual Property”) ; and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, necessary or has been licensed to, the Company for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or products described in the aggregate, Private Placement Memorandum that would preclude the Company from conducting its business as currently conducted and have a Material Adverse Effect . Except as disclosed in , except for the Registration Statement and the Prospectus (i) there are no ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the Company and its Subsidiaries Company; ( ii b) to the Company’s knowledge, there is are currently no sales of any products that would constitute an infringement by third parties of any such Intellectual Property Property owned, licensed or optioned by the Company, which infringement would have a Material Adverse Effect; ( iii c) 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 of the Company in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts Company, other than claims which could form would not reasonably be expected to have a reasonable basis for any such action, suit, proceeding or claim Material Adverse Effect; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property owned, licensed or optioned by the Company, other than non-material actions, suits, proceedings and claims; and ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of others ; (vi) to the Company’s knowledge , there is no third other than non- 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; material actions, suits, proceedings and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claims.

Appears in 2 contracts

Samples: Purchase Agreement (Internap Network Services Corp), Purchase Agreement (Amedisys Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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, Property and the Company is Company’s officers are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim claim ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement, the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the material 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 of clauses (i)-(vii) above, for any such restrictions pursuant to third party rights, infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, not reasonably be expected individually or in the aggregate, to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Evogene Ltd., Evogene Ltd.

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, SEC Reports: (i) the Company and its Subsidiaries own, possess, license own or have other possess adequate rights to use all foreign and domestic material uniform resource locators (URLs), patents, patent applications, trade and trademarks, service marks, trade and names, trademark registrations, service mark registrations , trade names , copyrights, licenses, inventions, trade secrets, technology, Internet domain names, inventions and know-how (including trade secrets and other intellectual property (collectively unpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”), necessary systems or procedures) material for the conduct of their respective businesses as now they are currently conducted except to the extent that the failure to own (collectively, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus Property”); ( i ii) there are no third parties who have established 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 such the owners of the Intellectual Property owned by which the Company and its Subsidiaries SEC Reports disclose is licensed to the Company; ( ii iii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; ( iii 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 Company’s and or its Subsidiaries’ rights in or to any such Intellectual Property, and the Company or any of its Subsidiaries is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; ( iv v) 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 validity, enforceability or scope of any such Intellectual Property , and the Company or any of its Subsidiaries is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; ( v vi) there is no pending or, to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company and or any of its Subsidiaries infringe infringes, misappropriates or otherwise violate violates any patent, trademark , trade name, service mark, copyright, trade secret or other proprietary rights of others , and the Company or any of its Subsidiaries is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; ( vi vii) to the best of 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 and its Subsidiaries have complied in all material respects with the terms of each any agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary any of its Subsidiaries, and all such agreements that are material for the conduct of their respective businesses as they are currently conducted are in full force and effect ; and (viii) to the best of 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 or that challenges the validity, enforceability or scope of any of the Intellectual Property except, in the case of any of clauses (i)-(vii) above each case, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mercadolibre Inc), Securities Purchase Agreement (Mercadolibre Inc)

Intellectual Property. Except as disclosed in To the Registration Statement and the Prospectus Company’s knowledge, the Company and its the Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications , reexams, reissues, divisional continuations, or any patent or application claiming priority therefrom, including any patent that may be issued as a result of an interference action, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property Property Rights ), ) necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or described in the aggregate SEC Reports, have except where such violations or infringements would not reasonably be expected to result in a Material Adverse Effect . Except as disclosed in the Registration Statement and the Prospectus , ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Rights; ( ii b) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property Property Rights; ( iii c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Significant Subsidiaries’ rights in or to any such Intellectual Property Property Rights, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; Property Rights and ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries subsidiaries infringe or otherwise violate any 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. All of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property Rights which are necessary for the conduct of the Company’s business as currently conducted to which the Company or the Significant Subsidiary is a party or by which any of their respective assets are bound ( vi other than generally commercially available, non-custom, off the shelf software application programs having a retail acquisition price of less than $25,000 per license) (collectively, “License Agreements”) are valid and binding obligations of the Company or the Significant Subsidiaries, as the case may be and, 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 the other parties thereto, enforceable 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 accordance with their respective terms, except to the Company; and (vii) extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the Company and its Subsidiaries have complied with the terms enforcement of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary creditors’ rights generally, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties there exists no event or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, condition which will result in a Material Adverse Effect material violation or breach of or constitute (with or without due notice or lapse of time or both) a default by the Company under such License Agreements.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Vyyo Inc), Securities Purchase Agreement (Vyyo Inc)

Intellectual Property. Except as disclosed in The Company owns or has the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights right to use all foreign and domestic patents, patent applications copyrights, trade and names, trademarks, service marks, trade and service mark registrations secrets, trade names, copyrights designs, licenses, inventions, trade secrets, technology, Internet domain names, know-how patents and other intellectual property rights ( collectively, including pending applications for any of the “Intellectual Property”), necessary for foregoing) (collectively referred to herein as "INTELLECTUAL PROPERTY") material to the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights business of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there taken as a whole. There is no infringement by third parties of claim presently pending, nor since August 31, 1997 has there been any such Intellectual Property; (iii) there is no pending claim made or, to the Company ’s 's knowledge, threatened action threatened, 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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or nor, to the Company ’s 's knowledge, threatened action is there any basis for any valid claim, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; that ( v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 x) the Company and its Subsidiaries have complied with the terms operations 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 any Company Subsidiary infringe upon or conflict with the case asserted rights of any other person in respect of clauses any Intellectual Property, or ( i)-(vii y) above, for any of such infringement by third parties Intellectual Property is invalid or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect. unenforceable. 16

Appears in 2 contracts

Samples: Tender Offer Agreement and Agreement and Plan of Merger (Co Steel Inc), Tender Offer Agreement and Agreement and Plan of Merger (New Jersey Steel Corp)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company (a) The Corporation and its Subsidiaries own, possess, license own or have obtained valid and enforceable licenses for, or other rights to use all foreign and domestic patents use, the inventions, patent applications, trade patents, trademarks (both registered and unregistered), tradenames, service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how secrets and other intellectual property proprietary information (collectively, the “Intellectual Property” ), ) owned or licensed by them or which are necessary for the conduct of their respective businesses as now conducted businesses, except to the extent that where the failure to own, possess, license or otherwise hold adequate have such rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed adversely affect the ability of the Corporation and its Subsidiaries to conduct their business in the Registration Statement and the Prospectus ordinary course, consistent with past practice; (i) to the Contributing Parties’ Knowledge, there are no third parties who have, or will be able to establish, rights to any Intellectual Property, except for the ownership rights of third parties to any such the owners of the Intellectual Property owned by which is licensed to the Company and Corporation or any of its Subsidiaries; (ii) to the Company’s knowledge Contributing Parties’ Knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge Contributing Parties’ Knowledge, threatened action, suit, proceeding or claim by others challenging the Company Corporation’s and or any of its Subsidiaries’ rights in or to any such Intellectual Property , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; (iv) there is no pending or, to the Company’s knowledge Contributing Parties’ Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and to the Contributing Parties’ Knowledge, there are no facts which could form a reasonable basis for any such claim; and (v) there is no pending or, to the Company’s knowledge Contributing Parties’ Knowledge, threatened action, suit, proceeding or claim by others that the Company and Corporation or any of its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright , trade name, service name, trade secret or other proprietary rights of others ; (vi) , and to the Company’s knowledge, Contributing Parties’ Knowledge there is are no third-party U.S. patent or published U.S. patent application facts 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 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 of clauses (i)-(vii) above, could form a reasonable basis for any such infringement by third parties or any such pending or threatened action, suit , action , proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect. claim;

Appears in 2 contracts

Samples: Contribution and Exchange Agreement (Icahn Enterprises L.P.), Contribution and Exchange Agreement (Icahn Enterprises L.P.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the (a) The Company and its Subsidiaries own, possess, license owns or have other has obtained valid rights to use all foreign and domestic patents the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” unregistered), tradenames, copyrights and trade secrets necessary for the conduct of their respective businesses the Company's business (as now conducted except described in the SEC Reports) (collectively, the "Intellectual Property"); and (b) to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus Company's knowledge: (i) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Company for the product indications described in the SEC Reports that would preclude the Company from conducting its business (as described in the SEC Reports), except for the ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the Company and its Subsidiaries Company; (ii) to the Company’s knowledge, there is are currently no sales of any products that would constitute an infringement by third parties of any such Intellectual Property Property owned, licensed or optioned by the Company; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights of the Company in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim Company; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property owned, licensed or optioned by the Company; (v) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of others; and (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 not subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, and its Subsidiaries have complied with the terms Company has not entered into or is a party to any contract which restricts or impairs the use of each agreement pursuant to which any such 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as a manner which would not, individually or in the aggregate, result in have a Material Adverse Effect Effect on the Company.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Discovery Laboratories Inc /De/), Common Stock and Warrant Purchase Agreement (Discovery Laboratories Inc /De/)

Intellectual Property. Except as disclosed described in the Registration Statement and the Prospectus, the Company and its Subsidiaries own owns, possess possesses, license licenses or have has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights , licenses , inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed described in the Registration Statement and the Prospectus Prospectus, and except in each of (i) through (vii) below, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company, except for rights granted to independent contractors of the Company and its Subsidiaries or to academic or other research institutions under research agreements; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any issued patent included in such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application owned by a third-party 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 and its Subsidiaries have complied has not failed to comply with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary Company, and all such agreements are in full force and effect , except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect .

Appears in 2 contracts

Samples: Sales Agreement (Ardelyx, Inc.), Open Market Sale (Ardelyx, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and and/or its Subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or other rights to use all foreign and domestic patents use, the inventions, patent applications, trade patents, trademarks (both registered and unregistered), tradenames, service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how secrets and other intellectual property (collectively, proprietary information described in the “Intellectual Property”), SEC Reports as being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted or as proposed to be conducted (including the commercialization of products or services described in the SEC Reports as under development), except to the extent that where the failure to own, possess, license or otherwise hold adequate have such rights to use such Intellectual Property would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (collectively, “Intellectual Property”); except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect . Except as disclosed in the Registration Statement 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 of the Intellectual Property of the Company or its Subsidiaries, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property owned by which the SEC Reports disclose are licensed to the Company and or any of its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and or its Subsidiaries’ rights rights, as applicable, in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which that could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property , and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, 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 and or any of its Subsidiaries infringes or otherwise violates (or would, upon the commercialization of any product or service described in the SEC Reports as under development, infringe or otherwise violate violate) any patent, trademark , tradename, service name, copyright, trade secret or other proprietary rights of others , and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (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 and and/or its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary any of its Subsidiaries, and all such agreements are in full force and effect ; (vii) to the Company’s knowledge, except, in there is no patent or patent application that contains claims that interfere with the case issued or pending claims of any of clauses the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and ( i)-(vii viii) above to the Company’s knowledge, for there is no prior art that may render any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in patent application within the aggregate, result in a Material Adverse Effect Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Appears in 2 contracts

Samples: Purchase Agreement (HealthCare Ventures IX, L.P.), Purchase Agreement (Leap Therapeutics, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement The Company and the Prospectus, the Company and its Subsidiaries own, possess, license own or have obtained licenses or other rights to use for all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights , licenses , inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property properties (collectively, the "Intellectual Property "), necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Prospectus, except to the extent that where the failure to own, possess, license so own or otherwise hold adequate obtain licenses or other rights to use such Intellectual Property would not, individually not singly or in the aggregate, aggregate have a Material Adverse Effect material adverse effect on the condition (financial or otherwise), prospects, earnings, businesses or properties of the Company and the Subsidiaries, taken as a whole. Except as disclosed set forth in the Registration Statement and the Prospectus Prospectus, ( i A) there are no rights of third parties to any such Intellectual Property owned by that would materially impair the rights of the Company and its Subsidiaries or any Subsidiary therein; ( ii B) to the Company ’s 's knowledge, there is no material infringement by third parties of any such Intellectual Property; ( iii C) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the Company ’s and its Subsidiaries’ 's or any Subsidiary's rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv D) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company is unaware of any facts which would form a reasonable basis for any such claim; and ( v E) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others that the Company and its or any of the Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 is unaware of any of clauses (i)-(vii) above, fact which would form a reasonable basis for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claim.

Appears in 2 contracts

Samples: Underwriting Agreement (Jakks Pacific Inc), Underwriting Agreement (Jakks Pacific Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know- how how, software, works of authorships, databases, formulae and other intellectual property ( collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: CymaBay Therapeutics, Inc., CymaBay Therapeutics, Inc.

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus Prospectus, (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tellurian Inc. /De/), Placement Agent Agreement (Tellurian Inc. /De/)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use use, or could obtain om commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries , except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 ) ), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would could not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (VBI Vaccines Inc/Bc), VBI Vaccines Inc/Bc

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries collectively own, possess, license or have other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s and its Subsidiaries’ business, taken as a whole, as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate SEC Documents to be conducted (the “Company Intellectual Property”). To the knowledge of the Company, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Company Intellectual Property owned Property, other than as licensed by the Company and its Subsidiaries; (ii) to Company. To the knowledge of the Company ’s knowledge , there is no infringement by third parties of any such Company Intellectual Property ; (iii) there . 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 Company Intellectual Property , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property ; (v) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others ; (vi) . The Company is not aware of any facts required to be disclosed to the Company’s knowledge, there is no third-party U.S. Patent and Trademark Office (“USPTO”) which have not been disclosed to the USPTO and which would preclude the grant of a patent or published U.S. in connection with any patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against of the Company Intellectual Property or could form the basis of a finding of invalidity with respect to any patent or patent application described in issued patents of the Prospectus as being owned by or licensed to the Company; and (vii) the Company Intellectual Property. The Company and its Subsidiaries collectively have complied with taken reasonable security measures to protect the terms secrecy, confidentiality and value of each agreement pursuant to which Intellectual Property has been licensed to all of the Company or such Subsidiary Intellectual Property, and all such agreements are in full force and effect, except, in except where the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as failure to do so would not, individually or in the aggregate, result in have or reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Clearsign Combustion Corp), Stock Purchase Agreement (T2 Biosystems, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess licenses, license or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate Prospectus to be conducted and, have a Material Adverse Effect. Except except as disclosed described in the Registration Statement and the Prospectus Prospectus, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property, except for certain rights of third-party licensors with respect to Intellectual Property owned by that are described in the Company and its Subsidiaries Prospectus; (ii) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property; (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 any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company 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 and its Subsidiaries infringe infringes or otherwise violate violates any 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; (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 that dominate or may dominate any patent or patent application Intellectual Property described in the Prospectus as being owned by or licensed to the Company Company or that interferes with the issued or pending claims of any such Intellectual Property; and (vii) there is no prior art of which the Company and its Subsidiaries have complied with is aware that may render any U.S. patent held by the terms of each agreement pursuant to Company invalid or any U.S. patent application held by the Company unpatentable which Intellectual Property has not been licensed disclosed to the Company or such Subsidiary, U.S. Patent and all such agreements are in full force and effect, Trademark Office; except, in the case of any cases of clauses ( i)-(vii) above i)—(vii), for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect Change.

Appears in 2 contracts

Samples: Sales Agreement (Ovid Therapeutics Inc.), Sales Agreement (Ovid Therapeutics Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its the Material Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its the Material Subsidiaries; ( ii b) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; ( iii c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its the Material Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its the Material Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; ( vi f) 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 Registration Statement and the Prospectus as being owned by or licensed to the Company; and ( vii g) the Company and its the Material Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Material Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses ( i)-(vii a)-(g) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Sales Agreement (Energy Fuels Inc), Energy Fuels Inc

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries subsidiaries own, possess, license or otherwise have other adequate rights to use use, on reasonable terms, all foreign and domestic patents, patent applications trademarks, trade and service marks, trade and service mark registrations, trade names, copyrights copyrights and copyrightable works, licenses, inventions, trade secrets, technology, Internet domain names, know-how (whether or not patentable) and other intellectual property or proprietary rights (including all registrations and applications for registration of, and all goodwill associated with the foregoing) (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business as now conducted except to conducted. None of the extent that the failure to own events, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually singly or in the aggregate, have a Material Adverse Effect . Except as disclosed in the Registration Statement and the Prospectus : ( i a) there are no rights of third parties to any such Intellectual Property owned by except as disclosed in the Company and its Subsidiaries Reports; ( ii b) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property; ( iii c) 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 any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company is unaware of any facts which would form a reasonable basis for any such claim; ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret Intellectual Property 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 f) 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 that have ( as defined in 35 U.S.C. § 135 or may have) has been commenced against priority over or dominate (or may dominate) any patent or patent application described in the Prospectus as being Intellectual Property owned by or licensed to the Company Company or that interferes with the issued or pending claims of any such Intellectual Property; and ( vii g) there is no prior art of which the Company and its Subsidiaries have complied with is aware that may render any U.S. patent held by the terms of each agreement pursuant to Company invalid or any U.S. patent application held by the Company unpatentable which Intellectual Property has not been licensed disclosed to the Company or such Subsidiary, U.S. Patent and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Trademark Office.

Appears in 2 contracts

Samples: Form of Exchange Agreement (Protalix BioTherapeutics, Inc.), Exchange Agreement (Protalix BioTherapeutics, Inc.)

Intellectual Property. Except as disclosed set forth in the Registration Statement and the Prospectus, the Company and its Subsidiaries own owns, possess possesses, license licenses or have has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Company; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 and its Subsidiaries have has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary Company, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Durect Corporation (Durect Corp), Durect Corp

Intellectual Property. Except as disclosed would not, individually or in the Registration Statement and the Prospectus aggregate, result in a Material Adverse Change, the Company and its Subsidiaries subsidiary own, possess, license or have other rights to use or can acquire on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective the Company’s and its subsidiary’s businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate Prospectus to be conducted. To the Company’s knowledge, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property; ( ii b) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; ( iii c) there is no pending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and or its Subsidiaries’ subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company is unaware of any facts which would form a reasonable basis for any such claim; ( v e) there is no pending or, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and or its Subsidiaries infringe subsidiary infringes or otherwise violate violates any 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; ( vi f) 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 that dominate or may dominate any patent or patent application Intellectual Property described in the Prospectus as being owned by or licensed to the Company Company or its subsidiary or that interferes with the issued or pending claims of any such Intellectual Property; and ( vii g) there is no prior art of which the Company and its Subsidiaries have complied with is aware that may render any U.S. patent held by the terms of each agreement pursuant to which Intellectual Property has been licensed to Company invalid or any U.S. patent application held by the Company or such Subsidiary its subsidiary un-patentable which has not been disclosed to the U.S. Patent and Trademark Office, and all such agreements are in full force and effect, except, except in the case cases of any of clauses ( i)-(vii a) above through (g), for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Change.

Appears in 2 contracts

Samples: Sales Agreement (Krystal Biotech, Inc.), Sales Agreement (Krystal Biotech, Inc.)

Intellectual Property. Except as disclosed in To the Registration Statement and the Prospectus Company’s knowledge, the Company and its Subsidiaries subsidiaries own, possess, license or have other rights to use use, on reasonable terms, or can acquire on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property necessary for or material to the conduct of the Company’s business as now conducted or as proposed in the Prospectus to be conducted (collectively, the “Intellectual Property”) . The Company and its subsidiaries have not received any notice of any claim of infringement, necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own misappropriation, possess, license or otherwise hold adequate rights to use such conflict with any Intellectual Property would not, individually or rights of another that could reasonably be expected to result in the aggregate, have a Material Adverse Effect , and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed set forth in the Registration Statement and the Prospectus Prospectus, ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property; ( ii b) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property; ( iii c) there is no pending or, to the Company’s knowledge, or 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 any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability, or scope of any such Intellectual Property , and the Company is unaware of any facts which would form a reasonable basis for any such claim; ( v e) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes, misappropriates, or otherwise violate violates, or would, upon the commercialization of any product or service proposed in the Prospectus to be conducted, infringe, misappropriate, or otherwise violate, any 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; ( vi f) 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 that dominate or may dominate any patent or patent application Intellectual Property described in the Registration Statement and the Prospectus as being owned by or licensed to the Company Company or that interferes with the issued or pending claims of any such Intellectual Property; (g) there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office; ( vii h) the Company and its Subsidiaries subsidiary have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary its subsidiary, and all such agreements are in full force and effect , except, ; and (i) there are no material defects in any of the patents or patent applications included in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Intellectual Property.

Appears in 2 contracts

Samples: Sales Agreement (Aridis Pharmaceuticals, Inc.), Sales Agreement (Aridis Pharmaceuticals, Inc.)

Intellectual Property. Except as disclosed set forth in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted or as proposed in the Prospectus to be conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed set forth in the Registration Statement and the Prospectus Prospectus, ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; ( ii b) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; ( iii c) 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 Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) 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 or scope of any such Intellectual Property; ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; ( vi f) 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 g) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which such Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full force and effect ; (h) to the Company’s knowledge, there is no prior art that may render any patent application within such Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office;and (i) to the Company’s knowledge, each issued patent owned by it was validly issued under the laws of the country that issued it, except, in the case of any of clauses ( i)-(vii b), (c), (d) and (e) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result reasonably be expected to have a Material Adverse Effect. The grants and other benefits received by the Company from the Office of the Chief Scientists of the Israeli Ministry of Industry and Trade under the Israeli Law for the Encouragement of Research and Development in Industry, 1984 are fully and accurately reflected in the Registration Statement and the Prospectus and the Company has complied with all the requirements and terms of such grants and other benefits except for any failure which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Sales Agreement (Compugen LTD), Sales Agreement (Compugen LTD)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries Subsidiary own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), which to the Company’s knowledge, is necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Subsidiary other than any co-owner of any patent or patent application constituting Intellectual Property who is listed as such on the records of the U.S. Patent and Trademark Office; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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’ Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries Subsidiary infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 and its Subsidiaries Subsidiary have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such its Subsidiary, and all such agreements are in full force and effect effect except for such agreements which have been terminated, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Sales Agreement (Verastem, Inc.), Sales Agreement (Verastem, Inc.)

Intellectual Property. Except as disclosed in To the Registration Statement and knowledge of the Prospectus Company, the Company and its Subsidiaries own, possess, license or have other rights to use use, on reasonable terms, all foreign and domestic material Intellectual Property. Intellectual property means all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the "Intellectual Property ”), ") necessary for the conduct of their respective businesses the Company's business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect conducted. Except as disclosed set forth in Section 3.19 of the Registration Statement and the Prospectus Company Disclosure Letter, ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and or its Subsidiaries; ( ii b) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property Property owned by the Company or its Subsidiaries; ( iii c) 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 and its Subsidiaries’ 's rights in or to any such Intellectual Property, and to the Company is unaware knowledge of any the Company, there are no facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the knowledge of the Company ’s knowledge , threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property owned by the Company or its Subsidiaries, and, to the knowledge of the Company, there are no facts which would form a reasonable basis for any such Intellectual Property claim; ( v e) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others ; (vi) , and, to the knowledge of the Company ’s knowledge , there is no third-party other fact which would form a reasonable basis for any such claim; (f) to the knowledge of the Company there is no 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 that dominate or may dominate any patent or patent application described in the Prospectus as being Intellectual Property owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in that interferes with the case issued or pending claims of any of clauses such Intellectual Property; and ( i)-(vii g) above, for the Company does not hold any such infringement U.S. patent issued by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect U.S. Patent and Trademark Office.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Atlantic Holdings Corp), Agreement and Plan of Merger (National Atlantic Holdings Corp)

Intellectual Property. Except as otherwise disclosed in the Registration Statement and the Prospectus Disclosure Documents, (i) the Company and its Subsidiaries own owns or has obtained valid licenses, possess, license options or have other rights to use all foreign and domestic patents for the material inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” unregistered), tradenames, copyrights and trade secrets necessary for the conduct of their respective the Company's businesses as now currently conducted except to and as the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by Disclosure Documents indicate the Company and its Subsidiaries contemplates conducting in all material respects (collectively, the "Intellectual Property"); (ii) the Company has not received notice of any third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Company for the product indications described in the Disclosure Documents that would preclude the Company from conducting its businesses as currently conducted and as the Disclosure Documents indicate the Company contemplates conducting in all material respects; (iii) to the Company ’s knowledge, 's knowledge there is are currently no sales of any products that would constitute an infringement by third parties of any such material Intellectual Property Property owned, licensed or optioned by the Company; ( iii iv) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights of the Company in or to any such material Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim Company; ( iv v) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such material Intellectual Property Property owned, licensed or optioned by the Company; and ( v vi) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim others as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Biophan Technologies Inc), Stock Purchase Agreement (Biophan Technologies Inc)

Intellectual Property. Except as disclosed in (i) The Company owns or has obtained licenses or options for the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, copyrights, licenses, inventions, copyrights and trade secrets, technology, Internet domain names, know-how and other intellectual property secrets necessary for the conduct of the Company’s business as currently conducted (collectively, the “Intellectual Property”) ; and (ii) (a) to the knowledge of the Company, necessary there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Company for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or products described in the aggregate, Private Placement Memorandum that would preclude the Company from conducting its business as currently conducted and have a Material Adverse Effect . Except as disclosed in , except for the Registration Statement and the Prospectus (i) there are no ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the Company and its Subsidiaries Company; ( ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii b) there is no pending or, to the Company ’s ’ s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights of the Company in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts Company, other than claims which could form would not reasonably be expected to have a reasonable basis for any such action, suit, proceeding or claim Material Adverse Effect; ( iv c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property owned, licensed or optioned by the Company, other than non-material actions, suits, proceedings and claims; and ( v d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of others ; (vi) to the Company’s knowledge , there is no third other than non- 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; material actions, suits, proceedings and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claims.

Appears in 2 contracts

Samples: Securities Purchase Agreement (XTL Biopharmaceuticals LTD), Securities Purchase Agreement (XTL Biopharmaceuticals LTD)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property Property owned by the Company and 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 and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Sales Agreement (Bancorp, Inc.), Sales Agreement (Bancorp, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries subsidiaries own, possess, license or have other rights to use use, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business in all material respects as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement SEC Filings to be conducted; and the Prospectus ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property, including no liens, security interests or other encumbrances; ( ii b) to the Company’s knowledge Knowledge, there is no material infringement by third parties of any such Intellectual Property; ( iii c) there is no pending or, to the Company’s knowledge 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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; ( iv d) such Intellectual Property that is described in the SEC Filings has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; (e) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property that is owned or licensed by the Company, including interferences, oppositions, reexaminations or government proceedings; ( v f) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes, misappropriates, or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others; and ( vi g) to the Company’s knowledge 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; each founder and (vii) key employee of the Company and its Subsidiaries have complied each Company employee involved with the terms development of each agreement pursuant to which Intellectual Property has been licensed to entered into an invention assignment agreement with the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Solid Biosciences Inc.), Securities Purchase Agreement (Solid Biosciences Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess, license licenses or have has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses its business as now conducted or as proposed to be conducted. Except as set forth in the SEC Reports and except where such violations or infringements would not reasonably be expected to the extent that the failure to own result, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, either individually or in the aggregate, have in a Material Adverse Effect . Except as disclosed in , (a) to the Registration Statement and the Prospectus (i) Company’s Knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property; ( ii b) to the Company’s knowledge Knowledge, there is no infringement by third parties of any such Intellectual Property; ( iii c) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others Action challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim Action; ( iv d) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others Action challenging the validity or scope of any such Intellectual Property; and ( v e) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others Action that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 is unaware of any of clauses (i)-(vii) above, other fact which would form a reasonable basis for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Action.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nile Therapeutics, Inc.), Securities Purchase Agreement (Ziopharm Oncology Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except To the Company’s knowledge and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, other than as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property ; (iii) . Except as would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (A) challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; ( iv B) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property ; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others ; (vi) to , and the Company’s knowledge Company is unaware of any facts which could form a reasonable basis for any such action, there is no third-party U.S. patent suit, proceeding or published U.S. patent application which contains claims for which an Interference Proceeding ( claim. Except as defined in 35 U.S.C. § 135) has been commenced against any patent would not reasonably be expected, individually or patent application described in the Prospectus as being owned by or licensed aggregate, to the Company; and (vii) have a Material Adverse Effect, 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 such Subsidiary, and all such agreements are in full force and effect , except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect .

Appears in 2 contracts

Samples: Sales Agreement (Zynerba Pharmaceuticals, Inc.), Zynerba Pharmaceuticals, Inc.

Intellectual Property. Except as disclosed in the Registration Statement and Private Placement Memorandum or the Prospectus SEC Documents, (i) the Company and its Subsidiaries own, possess, license each Subsidiary owns or have other rights to use all foreign has obtained valid and domestic patents enforceable licenses or options for the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, copyrights, licenses, inventions, copyrights and trade secrets, technology, Internet domain names, know-how and other intellectual property secrets necessary for the conduct of its respective business as currently conducted (collectively, the “Intellectual Property”) ; and (ii) (a) there are no third parties who have any ownership rights or other claims to any Intellectual Property that is owned by, necessary or has been licensed to, the Company or any Subsidiary for the conduct products and services of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or Company and its Subsidiaries described in the aggregate, Private Placement Memorandum or the SEC Documents that would preclude the Company or any Subsidiary from conducting its business as currently conducted and have or reasonably be expected to have a Material Adverse Effect . Except as disclosed in , except for the Registration Statement and ownership rights of the Prospectus owners of the Intellectual Property licensed or optioned by the Company or any Subsidiary; ( i b) there are currently no rights sales of third parties to any such Intellectual Property owned by products or the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no provision of services that would constitute an infringement by third parties of any such Intellectual Property Property owned, licensed or optioned by the Company or any Subsidiary, which infringement would have or reasonably be expected to have a Material Adverse Effect; ( iii c) 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 of the Company or any Subsidiary in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of or any facts which could form Subsidiary, other than claims that would neither have nor reasonably be expected to have a reasonable basis for any such action, suit, proceeding or claim Material Adverse Effect; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property owned, licensed or optioned by the Company or any Subsidiary, other than actions, suits, proceedings and claims that would neither have nor reasonably be expected to have a Material Adverse Effect; and ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its or any Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of others ; (vi) , other than actions, suits, proceedings and claims that would neither have nor reasonably be expected 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Flotek Industries Inc/Cn/), Purchase Agreement (Ion Geophysical Corp)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no the Company has not received any notice of infringement of or conflict with asserted rights of third parties others with respect to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Sales Agreement (Spectrum Pharmaceuticals Inc), Sales Agreement (Spectrum Pharmaceuticals Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess licenses, license or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement General Disclosure Package and the Prospectus to be conducted and (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property, except for certain rights of third-party licensors with respect to Intellectual Property owned by that are described in the Company General Disclosure Package and its Subsidiaries the Prospectus; (ii) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property; (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 any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and the Company 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 and its Subsidiaries infringe infringes or otherwise violate violates any 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; (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 that dominate or may dominate any patent or patent application Intellectual Property described in the General Disclosure Package and the Prospectus as being owned by or licensed to the Company Company or that interferes with the issued or pending claims of any such Intellectual Property; and (vii) there is no prior art of which the Company and its Subsidiaries have complied with is aware that may render any U.S. patent held by the terms of each agreement pursuant to Company invalid or any U.S. patent application held by the Company unpatentable which Intellectual Property has not been licensed disclosed to the Company or such Subsidiary, U.S. Patent and all such agreements are in full force and effect, Trademark Office; except, in the case of any cases of clauses ( i)-(vii i) above - (vii), for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Ovid Therapeutics Inc.), Convertible Preferred Stock (Ovid Therapeutics Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, Private Placement Memorandum: (i) the Company owns or has obtained valid and its Subsidiaries own, possess, license enforceable licenses or have other rights to use all foreign and domestic patents options for the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, copyrights, licenses, inventions, copyrights and trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), secrets necessary for the conduct of their respective businesses the Company's business as now currently conducted except to (collectively, the extent that the failure to own, possess, license or otherwise hold adequate "Intellectual Property"); and (ii) (a) there are no third parties who have any ownership rights to use such any Intellectual Property would not that is owned by, individually or has been licensed to, the Company for the products described in the aggregate, Private Placement Memorandum that would preclude the Company from conducting its business as currently conducted and have a Material Adverse Effect . Except as disclosed in , except for the Registration Statement and the Prospectus (i) there are no ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the Company and its Subsidiaries Company; ( ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii b) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights of the Company in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts Company, other than claims which could form would not reasonably be expected to have a reasonable basis for any such action, suit, proceeding or claim Material Adverse Effect; ( iv c) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property owned, licensed or optioned by the Company, other than non-material actions, suits, proceedings and claims; and ( v d) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of others ; (vi) to the Company’s knowledge , there is no third other than non- 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; material actions, suits, proceedings and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claims.

Appears in 2 contracts

Samples: Purchase Agreement (Intelli Check Inc), Purchase Agreement (Intelli Check Inc)

Intellectual Property. Except as disclosed in the Registration Statement (a) All registered Intellectual Property Rights and the Prospectus, the Company and applications therefor owned or purported to be owned by Parent or any of its Subsidiaries own are subsisting and unexpired, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or and, to the Company’s knowledge Knowledge of Parent, 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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or valid and, to the Company’s knowledge Knowledge of Parent, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 enforceable. Parent and its Subsidiaries have complied taken with the terms of each agreement pursuant respect to which all such registered Intellectual Property has been licensed Rights all actions reasonably necessary to the Company or maintain such Subsidiary registered Intellectual Property Rights, including payment of applicable application, filing, registration and maintenance fees, filing of applicable statements of use, timely response to office actions, and all such agreements are in full force and effect, except, in the case disclosure of any of clauses (i)-(vii) above required information, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim except as would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect . No such registered Intellectual Property Right is involved in any interference, reissue, re-examination or opposition proceeding, nor in any litigation to which Parent or any of its Subsidiaries is a party, and no other Person has notified Parent or its Subsidiaries that any such proceeding or litigation involving any such registered Intellectual Property Right is threatened.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cambridge Equities, LP), Agreement and Plan of Merger (NantKwest, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement The Company and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use use, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ) ) Ferris, Baker Watts, Incorporated Maxim Group LLC GunnAllen Financial, Inc. September , 2005 necessary for the conduct of their respective businesses as now conducted except or as proposed to be conducted and as described in the extent that Prospectus, and the failure to own, possess, license or otherwise hold adequate rights to use expected expiration of any of such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except To the Company’s knowledge, and except as disclosed in the Registration Statement and the Prospectus (i) Prospectus, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property ; (iii) there . 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’ or a Subsidiary’s (as the case may be) rights in or to any such Intellectual Property, and and, except as disclosed in the Prospectus, the Company is unaware of any facts which could would form a reasonable basis for any such action claim. Except as disclosed in the Prospectus, suit, proceeding or claim; (iv) there is no pending or, and to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property ; (v) , and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed in the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or any Subsidiary (as the case may be) infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 is unaware of any of clauses (i)-(vii) above, other fact which would form a reasonable basis for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claim.

Appears in 2 contracts

Samples: Underwriting Agreement (Biodelivery Sciences International Inc), Underwriting Agreement (Biodelivery Sciences International Inc)

Intellectual Property. Except as disclosed in The Company owns or holds licenses or options for the Registration Statement and the Prospectus inventions, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade trademarks (both registered and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” unregistered), tradenames, copyrights and trade secrets necessary for the conduct of their respective businesses the Company's business as now currently conducted except to (collectively, the extent that "Intellectual Property"). To the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in Company's knowledge (for each of the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus following subsections ( i a) through (e)): (a) there are no rights of third parties who have any ownership rights to any such Intellectual Property that is owned by by, or has been licensed to the Company and that would preclude the Company from conducting its Subsidiaries business as currently conducted; ( ii b) to the Company’s knowledge, there is are currently no sales of any products that would constitute an infringement by third parties of any such Intellectual Property Property owned, licensed or optioned by the Company; ( iii c) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights of the Company in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts Company, other than claims which could form cannot reasonably be expected to have a reasonable basis for any such action, suit, proceeding or claim Material Adverse Effect; ( iv d) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property owned, licensed or optioned by the Company, other than claims which cannot reasonably be expected to have a Material Adverse Effect; and ( v e) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights right of others ; (vi) , other than claims which cannot reasonably be expected 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Safeguard Scientifics Inc Et Al), Stock Purchase Agreement (Chromavision Medical Systems Inc)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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, Property and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property ; , (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Chiasma, Inc), Underwriting Agreement (Chiasma, Inc)

Intellectual Property. Except as disclosed in (i) The Company owns or has obtained licenses or options for the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, copyrights, licenses, inventions, copyrights and trade secrets, technology, Internet domain names, know-how and other intellectual property secrets necessary for the conduct of the Company’s business as currently conducted (collectively, the “Intellectual Property”) ; and (ii) (a) to the knowledge of the Company, necessary there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Company for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or products described in the aggregate, Disclosure Documents that would preclude the Company from conducting its business as currently conducted and have a Material Adverse Effect . Except as disclosed in , except for the Registration Statement and the Prospectus (i) there are no ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the Company and its Subsidiaries Company; ( ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii b) 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 of the Company in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts Company, other than claims which could form would not reasonably be expected to have a reasonable basis for any such action, suit, proceeding or claim Material Adverse Effect; ( iv c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Property owned, licensed or optioned by the Company, other than non-material actions, suits, proceedings and claims; and ( v d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of others ; (vi) to the Company’s knowledge , there is no third other than non- 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; material actions, suits, proceedings and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claims.

Appears in 2 contracts

Samples: Securities Purchase Agreement (XTL Biopharmaceuticals LTD), Securities Purchase Agreement (XTL Biopharmaceuticals LTD)

Intellectual Property. Except as disclosed in the Registration Statement The Company and the Prospectus, the Company and its Subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or other rights to use all foreign and domestic patents use, the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, service names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how secrets and other intellectual property (collectively proprietary information described in the Registration Statement, the “Intellectual Property”) U.S. Prospectus, the Permitted Free Writing Prospectuses, if any, and the Canadian Offering Documents, as being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted or as proposed to be conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus Effect ( i) there are no rights of third parties to any such collectively, “Intellectual Property owned by the Company and its Subsidiaries Property”); (ii) to the Company’s knowledge , there are no third parties who have, or will be able to establish, rights to any Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which is licensed to the Company and the license rights of any third parties to which the Intellectual Property is licensed; to the knowledge of the Company, there is no infringement by third parties of any such material Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others any third party challenging the Company’s and its Subsidiaries’ rights in or to any such material Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such material Intellectual Property , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or any Subsidiary infringes or otherwise violate violates, 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 could form a reasonable basis for any such action, suit, proceeding or claim; (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 and its the Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which any material Intellectual Property has been licensed to the Company or such any Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any effect except such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in be reasonably expected to have a Material Adverse Effect ; to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any material Intellectual Property or that challenges the validity, enforceability or scope of any material Intellectual Property; to the knowledge of the Company, 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Gryphon Gold Corp), Underwriting Agreement (Gryphon Gold Corp)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use use, or could obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries , except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 ) ), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would could not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (VBI Vaccines Inc/Bc), VBI Vaccines Inc/Bc

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus , to the Company’s knowledge, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, registered copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, except as disclosed in the Registration Statement and the Prospectus, the commercialization of any of the product candidates described in the Registration Statement and the Prospectus as currently being under development by the Company would not infringe, misappropriate or otherwise conflict in any material respect with any Intellectual Property of another. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property Property owned by the Company and 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 and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 and, to the Company’s knowledge, all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Original Agreement (Anavex Life Sciences Corp.), Sales Agreement (Anavex Life Sciences Corp.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own owns, possess possesses, license licenses or have has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights , licenses , inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus Prospectus, and except in each of (i) through (vii) below, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned by the Company, except for rights granted to independent contractors of the Company and its Subsidiaries or to academic or other research institutions under research agreements; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any issued patent included in such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application owned by a third-party 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 and its Subsidiaries have complied has not failed to comply with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary Company, and all such agreements are in full force and effect , except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect .

Appears in 2 contracts

Samples: Sales Agreement (Ardelyx, Inc.), OncoMed Pharmaceuticals Inc

Intellectual Property. Except as otherwise specifically ---------------------- disclosed in the Registration Statement and the Prospectus 34 Act Reports, (i) the Company and its Subsidiaries own owns or has obtained valid licenses, possess, license options or have other rights to use all foreign and domestic patents for the material inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, copyrights, licenses, inventions, copyrights and trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), secrets necessary for the conduct of their respective businesses the Company's business as now currently conducted except to (collectively, the extent that the failure to own, possess, license or otherwise hold adequate rights to use such "Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property"); (ii) the Company has not received notice of any third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Company for the product indications described in the 34 Act Reports that would preclude the Company from conducting its business as currently conducted; (iii) to the Company ’s 's knowledge, there is are currently no sales of any products that would constitute an infringement by third parties of any such material Intellectual Property Property owned, licensed or optioned by the Company; ( iii iv) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights of the Company in or to any such material Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim Company; ( iv v) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such material Intellectual Property Property owned, licensed or optioned by the Company; and ( v vi) there is no pending or, to the Company ’s 's knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights right of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim others as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lifecell Corp), Securities Purchase Agreement (Lifecell Corp)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed would not, individually or in the Registration Statement and the Prospectus aggregate, result in a Material Adverse Effect, (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect , except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect .

Appears in 2 contracts

Samples: Underwriting Agreement (Veru Inc.), Underwriting Agreement (Veru Inc.)

Intellectual Property. Except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, the Company and its Subsidiaries subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights , copyright registrations, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted, and as proposed to be conducted as described in the Registration Statement and the Prospectus, except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, the Company’s and its respective subsidiaries’ businesses as now conducted and as proposed to be conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus do not and will not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries subsidiaries, including no liens, security interests, or other encumbrances; (ii) to the Company’s knowledge Knowledge, there is no infringement by third parties of any such Intellectual Property Property owned by the Company and its Subsidiaries; (iii) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability, or scope of any such Intellectual Property , including no interference, derivation, opposition, reexamination, or other government proceeding and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) to the Company’s knowledge Knowledge, there is are no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined material defects in 35 U.S.C. § 135) has been commenced against any patent of the patents or patent application described applications disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to the Company Company and its Subsidiaries; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect ; (viii) 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; and (ix) to the Company’s Knowledge, 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 owned by the Company and its subsidiaries have been complied with, and in all foreign offices having similar requirements, all such requirements have been complied with.

Appears in 2 contracts

Samples: Underwriting Agreement (Cytosorbents Corp), Underwriting Agreement (Cytosorbents Corp)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess, license licenses or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the business of the Company as now conducted currently carried on and as described in the Registration Statement, except to the extent that the as such failure to own, possess, license or otherwise hold adequate have such rights to use such Intellectual Property would not, individually or not result in the aggregate, have a Material Adverse Effect. Except as disclosed set forth in the Registration Statement and the Prospectus Prospectus, (i ) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii ) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; ( iii ii) 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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; ( iv iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; ( v iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others; and (vi) the Company has taken commercially reasonable steps, consistent with industry standards, to maintain and protect all Intellectual Property that is material 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 and conduct of 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect business.

Appears in 2 contracts

Samples: Underwriting Agreement (Surgivision Inc), Underwriting Agreement (Surgivision Inc)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (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 any facts which could form a reasonable basis for any such action, suit, proceeding or claim ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of 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 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 of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Sales Agreement (CollabRx, Inc.), Sales Agreement (CollabRx, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, Private Placement Memorandum: (i) the Company owns or has obtained valid and its Subsidiaries own, possess, license enforceable licenses or have other rights to use all foreign and domestic patents options for the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service mark registrations unregistered), trade names, trademark applications, copyrights, licenses copyright applications, inventions maskworks, maskwork applications, trade secrets, fictitious business names, service marks, service mark applications, know how, customer lists, franchise systems, computer software, computer program, designs, blueprints, engineering drawings, proprietary products, source code, technology, Internet domain names, know-how and proprietary rights or other intellectual property rights or intangible assets and all licenses and other rights required to use or exploit any of the foregoing, currently used in the conduct of the Company’s business (collectively, the “Intellectual Property”) ; and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, necessary or has been licensed to, the Company for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or products described in the aggregate, Private Placement Memorandum that would preclude the Company from conducting its business as currently conducted and have a Material Adverse Effect . Except as disclosed in , except for the Registration Statement and the Prospectus (i) there are no ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the Company and its Subsidiaries Company; ( ii b) to the Company’s knowledge, there is are currently no sales of any products that would constitute an infringement by third parties of any such Intellectual Property Property owned, licensed or optioned by the Company, which infringement would have a Material Adverse Effect; ( iii c) 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 of the Company in or to any such Intellectual Property Property owned, and licensed or optioned by the Company is unaware of any facts Company, other than claims which could form would not reasonably be expected to have a reasonable basis for any such action, suit, proceeding or claim Material Adverse Effect; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company, other than any such Intellectual Property actions, suits, proceedings and claims that would not reasonably be expected to have a Material Adverse Effect; and ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights right of others ; (vi) to the Company’s knowledge , there is no third other than non- 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; material actions, suits, proceedings and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect claims.

Appears in 2 contracts

Samples: Purchase Agreement (Ameriserv Financial Inc /Pa/), Purchase Agreement (Ameriserv Financial Inc /Pa/)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus The Company owns, the Company and its Subsidiaries own possesses, possess, license licenses or have has other rights to use use, on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property” ), ) necessary for the conduct of their respective businesses the Company’s business in all material respects as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as proposed in the aggregate, have a Material Adverse Effect Registration Statement and Prospectus to be conducted. Except as disclosed set forth in the Registration Statement and the Prospectus ( i a) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries Property; ( ii b) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property; ( iii c) 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 and, except as would not reasonably be expected to have a Material Adverse Change, the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ( iv d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property , and, except as would not reasonably be expected to have a Material Adverse Change, the Company is unaware of any facts which would form a reasonable basis for any such claim; ( v e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others , and, except as would not reasonably be expected to have a Material Adverse Change, the Company is unaware of any other fact which would form a reasonable basis for any such claim; ( vi f) 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 that dominate any patent or patent application Intellectual Property described in the Prospectus and any free writing prospectus as being owned by or licensed to the Company Company or that interferes with the issued claims of any such Intellectual Property; and ( vii g) there is no prior art that may render any U.S. patent held by 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 such Subsidiary invalid, and all such agreements are in full force prior art of which the Company is aware that may be material to the validity of a U.S. patent or to the patentability of a U.S. patent application has been disclosed to the U.S. Patent and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect Trademark Office.

Appears in 2 contracts

Samples: Sales Agreement (Rhythm Pharmaceuticals, Inc.), Sales Agreement (Rhythm Pharmaceuticals, Inc.)

Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the The Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there There are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding 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 any facts which could form a reasonable basis for any such action, suit, proceeding Proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding Proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding Proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims 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 SEC Documents as being owned by or licensed to the Company; and (vii) 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 such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding Proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ondas Holdings Inc.), Securities Purchase Agreement (Ondas Holdings Inc.)