Common use of Intellectual Property Clause in Contracts

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 36 contracts

Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc), Securities Purchase Agreement (Magic Lantern Group Inc), Securities Purchase Agreement (Epixtar Corp)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 33 contracts

Samples: Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Digital Angel Corp)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 19 contracts

Samples: Note and Warrant Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc)

Intellectual Property. (a) Each To the best of the Company’s knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 17 contracts

Samples: Note and Warrant Purchase Agreement (CNS Response, Inc.), Bridge Note and Warrant Purchase Agreement (CNS Response, Inc.), Subscription Agreement (MYnd Analytics, Inc.)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There Except as disclosed in the Memorandum, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products . The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 14 contracts

Samples: Subscription Agreement (National Investment Managers Inc.), Subscription Agreement (Sunovia Energy Technologies Inc), Subscription Agreement (National Investment Managers Inc.)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 14 contracts

Samples: Securities Purchase Agreement (Vertical Health Solutions Inc), Securities Purchase Agreement (Coach Industries Group Inc), Securities Purchase Agreement (Bio Key International Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Luna Innovations Inc), Note Purchase Agreement (Anthera Pharmaceuticals Inc), Note Purchase Agreement (Djo Inc)

Intellectual Property. ( a i) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There Except as disclosed in the Memorandum, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products . The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 10 contracts

Samples: Subscription Agreement (Originoil Inc), Subscription Agreement (Diet Coffee Inc), Subscription Agreement (BioSolar Inc)

Intellectual Property. ( a i) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There Except as disclosed in the 34 Act Reports, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products . The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Clean Wind Energy Tower, Inc.), Securities Purchase Agreement (AMP Holding Inc.), Subscription Agreement (Global Investor Services, Inc.)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 9 contracts

Samples: Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (New Century Energy Corp.)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge conducted, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Singing Machine Co Inc), Securities Purchase Agreement (Singing Machine Co Inc), Securities Purchase Agreement (Singing Machine Co Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's knowledge, ’s knowledge as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Transgenomic Inc), Securities Purchase Agreement (Time America Inc), Securities Purchase Agreement (Axesstel Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the " Intellectual Property INTELLECTUAL PROPERTY"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Billserv Inc), Convertible Note Purchase Agreement (Advanced Optics Electronics Inc), Securities Purchase Agreement (Gosun Communications LTD Inc)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's ’s knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Certified Services Inc), Securities Purchase Agreement (Cci Group Inc), Securities Purchase Agreement (Elinear Inc)

Intellectual Property. (a) Each of To the Company's knowledge, the Company and each of its Subsidiaries owns owns, or possesses sufficient legal rights has the right to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes necessary for to its business as now conducted and without conflicting with or infringing upon the right or claimed right of any person under or with respect to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights foregoing. Except for hardware and software licenses entered into in the ordinary course of others. There are no outstanding options business, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes of any other person or entity entity. The Company has not received any communications alleging that the Company has violated the patents, trademarks, service marks, trade names, copyrights or trade secrets or other than such licenses proprietary rights of any other person or agreements arising from entity. The Company is not aware of any violation by a third party of any of the purchase of "off the shelf" Company's patents, trade marks, service marks, trade names, copyrights, trade secrets or standard products other proprietary rights.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Environmental Solutions Worldwide Inc), Securities Subscription Agreement (Environmental Solutions Worldwide Inc), Securities Subscription Agreement (Environmental Solutions Worldwide Inc)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge , ,as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Synergy Brands Inc), Securities Purchase Agreement (Synergy Brands Inc), Securities Purchase Agreement (Synergy Brands Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 4 contracts

Samples: Preferred Stock Purchase Agreement (Oryx Technology Corp), Preferred Stock Purchase Agreement (Oryx Technology Corp), Preferred Stock Purchase Agreement (Oryx Technology Corp)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge conducted, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Omni Energy Services Corp), Securities Purchase Agreement (Singing Machine Co Inc), Securities Purchase Agreement (Singing Machine Co Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 3 contracts

Samples: Subscription Agreement (Global Axcess Corp), Global Axcess Corp (Global Axcess Corp), Subscription Agreement (Global Axcess Corp)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted ( the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Dynamic Leisure Corp), Common Stock Purchase Agreement (Dynamic Leisure Corp), Common Stock Purchase Agreement (Dynamic Leisure Corp)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding material options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 3 contracts

Samples: Series a Preferred and Common Stock Purchase Agreement (Intermix Media, Inc.), Series a Preferred And (Telecom Communications Inc), Series a Preferred And (Telecom Communications Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes (“Intellectual Property”) necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others . Schedule B contains an accurate and complete list of all Intellectual Property owned by the Company or any of its subsidiaries. The use by the Company or its subsidiaries of Intellectual Property owned or purported to be owned by the Company or its subsidiaries and the general conduct and operations of the business of the Company and its subsidiaries does not violate, infringe, misappropriate or misuse any Intellectual Property rights of any third party. To the knowledge of the Company, no third party is currently infringing, misappropriating or otherwise violating, or has infringed or misappropriated or otherwise violated, rights of any of the Company or its subsidiaries in any Intellectual Property owned, licensed, used, or held for us by the Company or its subsidiaries. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 3 contracts

Samples: And Restated Note Purchase Agreement (MYnd Analytics, Inc.), Note Purchase Agreement (Telemynd, Inc.), Note Purchase Agreement (CNS Response, Inc.)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's knowledge, ’s knowledge as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There Except as set forth on Schedule 4.10, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Paincare Holdings Inc), Securities Purchase Agreement (Paincare Holdings Inc), Securities Purchase Agreement (Paincare Holdings Inc)

Intellectual Property. (a) Each of Except as disclosed in any Exchange Act Filings, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's knowledge, ’s knowledge as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Clinical Data Inc), Placement Agency Agreement (Icoria, Inc.)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's knowledge, ’s knowledge as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There Except that the Company licenses certain patent rights from Georgio Reverberi (the terms of which have been previously provided in their entirety to the Purchaser), there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Electric City Corp)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There Other than as disclosed in the Exchange Act Filings, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Biodelivery Sciences International Inc), Securities Purchase Agreement (Biodelivery Sciences International Inc)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There Except as set forth on Schedule 4.10(a), there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Creative Vistas Inc), Securities Purchase Agreement (Creative Vistas Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Implant Sciences Corp), Securities Purchase Agreement (Implant Sciences Corp)

Intellectual Property. (a) Each Except as set forth on Schedule 4.10, each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary) owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its such Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Modtech Holdings Inc), Securities Purchase Agreement (Modtech Holdings Inc)

Intellectual Property. (a) Each The Company has sufficient title and ownership of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, domain names, copyrights , source code, trade secrets, licenses information, information and other proprietary rights and processes necessary for processes, and any applications or registrations therefore, and all inventions, technical drawings, technology, know-how, processes, formulas, algorithms, computer software programs, documentation, and all other tangible and intangible information or material in any form, used or currently proposed to be used in its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known conflict with or infringement of the rights of others. There Except as set forth in the Schedule of Exceptions, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights foregoing, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, domain names, copyrights , source code, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, domain names, copyrights, source code, or trade secrets or other than such licenses proprietary rights of any other person or agreements arising from entity, nor is the purchase Company aware of "off the shelf" or standard products any basis therefor.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Global Asset Holdings Inc), Securities Purchase Agreement (Workstream Inc)

Intellectual Property. (a) Each To the knowledge of the Company, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, patent applications, patent disclosures, inventions, trademarks, service marks, trade names, copyrights copyrights (registered and unregistered), trade secrets, licenses, computer software, data, databases, documentation, confidential information (including, without limitation, ideas, formulas, computations, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial and marketing plans) and other proprietary rights (collectively, the “Intellectual Property Rights”) and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding The Company has not granted any options, licenses or agreements of any kind relating to the foregoing proprietary rights Intellectual Property Rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes any Intellectual Property Rights of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products products or freely available software.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Five Prime Therapeutics Inc), Collaboration and License Agreement (Five Prime Therapeutics Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the " Intellectual Property INTELLECTUAL PROPERTY"), without any known infringement of the rights of others. There Except as set forth in the SEC Reports, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Implant Sciences Corp), Securities Purchase Agreement (Implant Sciences Corp)

Intellectual Property. ( a i) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Boston Therapeutics, Inc.), Securities Purchase Agreement (Boston Therapeutics, Inc.)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes necessary for the conduct of its business as now conducted and described in the SEC Reports, without, to the knowledge of the Company 's knowledge , as presently proposed to be conducted (the "Intellectual Property") any conflict with, without any known or infringement of the rights of of, others. There Except for standard end-user license agreements, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing proprietary rights foregoing, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, or other than such licenses proprietary rights or agreements arising from the purchase processes of "off the shelf" any other person or standard products entity.

Appears in 2 contracts

Samples: Securities Purchase Agreement (I Flow Corp /De/), Securities Purchase Agreement (I Flow Corp /De/)

Intellectual Property. (a) Each of the Company and each of There are no pending or threatened claims against VPSI or its Subsidiaries owns alleging that the conduct of their respective businesses infringes or possesses sufficient legal conflicts with the rights of others under patents, trademarks, trade names, service marks, copyrights, proprietary rights and processes or trade secrets. The businesses of VPSI and its Subsidiaries as now conducted and as proposed to all be conducted does not and will not infringe or conflict with the rights of others, including rights under patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes or trade secrets, and VPSI and its Subsidiaries own or possess all the patents, copyrights, trademarks, trade names, service marks, licenses and rights with respect to the foregoing necessary for its business the operation of their respective businesses as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without conducted. VPSI is not aware of any known infringement violation by a third party of any of the patents, licenses, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights of others VPSI or its Subsidiaries. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing proprietary rights foregoing, nor is the Company VPSI or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and or other proprietary rights and processes of any individual, corporation, partnership, trust, other person legal entity, unincorporated organization or entity a government or any agency or political subdivision thereof (each a "Person"). To the best knowledge of VPSI, none of the employees of VPSI or any of its Subsidiaries is obligated under any contract (including licenses, covenants or commitments of any nature) that would interfere with the use of his or her best efforts to promote the interests of VPSI and its Subsidiaries or that would conflict with the businesses of VPSI or any of its Subsidiaries as conducted or proposed to be conducted. It is not necessary for VPSI or its Subsidiaries to utilize any inventions of any of its employees (or individuals it currently intends to hire) made prior to their employment. The VPSI Disclosure Letter contains a complete list of all patents, trademarks, trade names, service marks, licenses (and a schedule of royalty payments thereunder), copyright registrations, and applications pending for such proprietary rights, of VPSI and its Subsidiaries. VPSI and its Subsidiaries have taken all reasonable steps necessary or appropriate to safeguard and maintain their proprietary rights in the foregoing trademarks, service marks, patents, and other than such licenses or agreements arising from the purchase of "off the shelf" or standard products proprietary rights.

Appears in 2 contracts

Samples: Insurance Company Stock Purchase Agreement (Veterinary Pet Services Inc), Iams Company Stock Purchase Agreement (Veterinary Pet Services Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others . The Schedule of Exceptions contains a complete list of the Company’s registered patents, trademarks, copyrights and domain names and pending patent, trademark and copyright applications. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " ” software or standard products.

Appears in 2 contracts

Samples: Series D Preferred Stock Purchase Agreement (LendingClub Corp), Series C Preferred Stock Purchase Agreement (LendingClub Corp)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products , other than as described in Section 4.4 through 4.9 above.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Infinite Group Inc), Securities Purchase Agreement (Infinite Group Inc)

Intellectual Property. (a) Each of To the Company's knowledge, the Company and each of or its Subsidiaries owns subsidiaries own, or possesses sufficient legal rights have the right to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes necessary for its to their business as now conducted and without conflicting with or infringing upon the right or claimed right of any person or entity under or with respect to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights foregoing. Except for hardware and software licenses entered into in the ordinary course of others. There are no outstanding options business, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of and its Subsidiaries subsidiaries are not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes of any other person or entity entity. The Company and its subsidiaries have not received any communications alleging that the Company or any of its subsidiaries have violated the patents, trademarks, service marks, trade names, copyrights or trade secrets or other than such licenses proprietary rights of any other person or agreements arising from entity. The Company and its subsidiaries are not aware of any violation by a third party of any of the purchase of "off the shelf" Company's or standard products its subsidiaries patents, trade marks, service marks, trade names, copyrights, trade secrets or other proprietary rights.

Appears in 2 contracts

Samples: Note Subscription Agreement (Environmental Solutions Worldwide Inc), Note Subscription Agreement (Environmental Solutions Worldwide Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents , patent applications, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information know-how, concepts, computer programs and software, technical data, proprietary rights, proprietary processes and other proprietary rights and processes information necessary for its business as now conducted by the Company and as currently proposed to be conducted by the Company (each such item, the "Company Intellectual Property") without, to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known conflict with or infringement of the rights of others. There Except for proprietary information agreements with its employees and consultants confirming the Company's ownership of intellectual property created by them, and except for licenses or agreements entered into in the ordinary course of the Company's business, consistent with past practices, there are no outstanding options, licenses licenses, or agreements of any kind relating to any of the foregoing proprietary rights Company Intellectual Property, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents , patent applications, trademarks, service marks, trade names, copyrights, trade secrets, licenses, know-how, concepts, computer programs, technical data, proprietary rights, proprietary processes and information and other proprietary rights and processes of any other person or entity. No person or entity other than such licenses or agreements arising from has the right to purchase any of "off the shelf" or standard products Company Intellectual Property.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Harolds Stores Inc), Preferred Stock Purchase Agreement (Harolds Stores Inc)

Intellectual Property. (a) Each Except as otherwise set forth in Section 2.8 of the Disclosure Schedule, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes processes, patents, trademarks, service marks and trade names necessary for its business as now currently conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known conflict with, or infringement of of, the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights foregoing, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity other than and, to the Company's knowledge, there are no such licenses claims which are reasonably likely to be asserted against the Company, or agreements arising from which have been asserted against others by any person challenging the purchase Company's use or distribution of "off any trademarks, trade names, copyrights, works of authorship, trade secrets, software, technology, know-how or processes utilized by the shelf" Company or standard products challenging or questioning the validity or effectiveness of any license or agreement relating thereto.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Bluebook International Holding Co), Convertible Redeemable Preferred Stock Purchase Agreement (Cotelligent Inc)

Intellectual Property. (a) Each Except as otherwise set forth in Schedule 4.10, each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's ’s knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 2 contracts

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

Intellectual Property. ( a i) Each Except as disclosed in the SEC Reports, each of the Company and each of its Subsidiaries owns Subsidiary owns, or possesses sufficient legal adequate rights to use, all patents , patent rights, inventions, trade secrets, know-how, proprietary techniques, including processes and substances, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information names and other proprietary rights and processes copyrights described or referred to in the SEC Reports or owned or used by it or which are necessary for the conduct of its business business. Except for any documents filed or incorporated by reference as now conducted and exhibits to the Company's knowledge SEC Reports, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries Subsidiary bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 2 contracts

Samples: Subscription Agreement (Essential Therapeutics Inc), Subscription Agreement (Microcide Pharmaceuticals Inc)

Intellectual Property. (a) Each of To the Company’s knowledge, the Company and each of its Subsidiaries owns owns, or possesses sufficient legal rights has the right to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes necessary for to its business as now conducted and without conflicting with or infringing upon the right or claimed right of any person under or with respect to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights foregoing. Except for hardware and software licenses entered into in the ordinary course of others. There are no outstanding options business, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes of any other person or entity entity. The Company has not received any communications alleging that the Company has violated the patents, trademarks, service marks, trade names, copyrights or trade secrets or other than such licenses proprietary rights of any other person or agreements arising from entity. The Company is not aware of any violation by a third party of any of the purchase of "off the shelf" Company’s patents, trade marks, service marks, trade names, copyrights, trade secrets or standard products other proprietary rights.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Black Leon D), Securities Subscription Agreement (Black Leon D)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There Except as otherwise set forth in the Offering Documents, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products . The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 2 contracts

Samples: Subscription Agreement (Malibu Minerals Inc.), Subscription Agreement (Malibu Minerals Inc.)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights rights to which the Company is a party, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Series F Preferred Stock Purchase Agreement (Gen Probe Inc), Series F Preferred Stock Purchase Agreement (Gen Probe Inc)

Intellectual Property. (a) Each Set forth in the Schedule of Exceptions is a true and complete list of all patents, patent applications, trademarks, service marks, trademark and service mark applications, trade names, copyright registrations and licenses presently used by the Company (with the exception of licenses and each of its Subsidiaries owns rights in off the shelf software publications and sold as such). The Company has full title and ownership of, or possesses sufficient legal rights is duly licensed or otherwise authorized to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 2 contracts

Samples: Purchase Agreement (Gp Strategies Corp), Purchase Agreement (Gp Strategies Corp)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the " Intellectual Property INTELLECTUAL PROPERTY"), without any known infringement of the rights of others. There Other than with respect to Softtalk, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bestnet Communications Corp), Securities Purchase Agreement (Bestnet Communications Corp)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others . The Schedule of Exceptions contains a complete list of the Company’s patents, trademarks copyrights and domain names and pending patent, trademark and copyright applications. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " ” software or standard products.

Appears in 2 contracts

Samples: Series B Preferred Stock Purchase Agreement (LendingClub Corp), Series B Preferred Stock Purchase Agreement (LendingClub Corp)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others . The Schedule of Exceptions contains a complete list of the Company’s registered patents, trademarks, copyrights and domain names and pending patent, trademark and copyright applications. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " ” software or other standard products end-user object code licenses.

Appears in 2 contracts

Samples: Series F Preferred Stock Purchase Agreement (LendingClub Corp), Series E Preferred Stock Purchase Agreement (LendingClub Corp)

Intellectual Property. ( a i) Each of the Company and each of its Subsidiaries PBT owns or possesses sufficient legal rights to (A) all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes and (B) to PBT’s knowledge, all patents, in each instance as necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries PBT bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Joint Venture Agreement (Winwin Gaming Inc), Joint Venture Agreement (Winwin Gaming Inc)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Portola Pharmaceuticals Inc), Asset Purchase Agreement (Portola Pharmaceuticals Inc)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 2 contracts

Samples: Bridge Note and Warrant Purchase Agreement (CNS Response, Inc.), Bridge Note and Warrant Purchase Agreement (CNS Response, Inc.)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents , patent applications, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information know-how, concepts, computer programs and software, technical data, proprietary rights, proprietary processes and other proprietary rights and processes information necessary for its business as now conducted by the Company and as currently proposed to be conducted by the Company (each such item, the "Company Intellectual Property") without, to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known conflict with or infringement of the rights of others. There Section 3.9 of the Schedule of Exceptions contains a complete list of all federal and state registrations with respect to the Company Intellectual Property and any pending applications therefor and registrations, renewals, extensions and the like thereof. Except for proprietary information agreements with its employees and consultants confirming the Company's ownership of intellectual property created by them, and except for licenses or agreements entered into in the ordinary course of the Company's business, consistent with past practices, there are no outstanding options, licenses licenses, or agreements of any kind relating to any of the foregoing proprietary rights Company Intellectual Property, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents , patent applications, trademarks, service marks, trade names, copyrights, trade secrets, licenses, know-how, concepts, computer programs, technical data, proprietary rights, proprietary processes and information and other proprietary rights and processes of any other person or entity. No person or entity other than such licenses or agreements arising from has the right to purchase any of "off the shelf" or standard products Company Intellectual Property .

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Harolds Stores Inc), Preferred Stock Purchase Agreement (Casey Rebecca Powell)

Intellectual Property. (a) Each of the 4.10.1 The Company and each of its Subsidiaries owns or possesses sufficient legal rights to use all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes ("INTELLECTUAL PROPERTY") necessary for its business as now conducted and conducted, and, to the Company's knowledge, as presently proposed to be conducted ( without, to the "Intellectual Property") Company's knowledge, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights Company's Intellectual Property, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes Intellectual Property of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tidel Technologies Inc), Securities Purchase Agreement (Tidel Technologies Inc)

Intellectual Property. (a) Each Except as set forth on Schedule 4.10 hereto, each of the Company and each of its Pledged Subsidiaries either (i) owns or possesses sufficient legal rights to all the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted, or (ii) has a license, agreement or other permission to use the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights rights owned by the Company, nor is the Company or any of its Pledged Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than than: (w) such licenses or agreements arising from the license or purchase of " off the shelf " or standard products , (x) licenses and agreements relating to the manufacture, distribution, marketing, sales and maintenance of the Company’s products entered into in arms length transactions, (y) license grants by the Company to purchasers of its products or purchasers of licenses to its products, and (z) intra-company agreements between the Company and its Pledged Subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Applied Digital Solutions Inc), Securities Purchase Agreement (Applied Digital Solutions Inc)

Intellectual Property. (a) Each of To the Company's knowledge, the Company and each of or its Subsidiaries owns subsidiaries own, or possesses sufficient legal rights have the right to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes necessary for its to their business as now conducted and without conflicting with or infringing upon the right or claimed right of any person under or with respect to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights foregoing. Except for hardware and software licenses entered into in the ordinary course of others. There are no outstanding options business, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of and its Subsidiaries subsidiaries are not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes of any other person or entity entity. The Company and its subsidiaries have not received any communications alleging that the Company or any of its subsidiaries have violated the patents, trademarks, service marks, trade names, copyrights or trade secrets or other than such licenses proprietary rights of any other person or agreements arising from entity. The Company and its subsidiaries are not aware of any violation by a third party of any of the purchase of "off the shelf" Company's or standard products its subsidiaries patents, trade marks, service marks, trade names, copyrights, trade secrets or other proprietary rights.

Appears in 1 contract

Samples: Securities Subscription Agreement (Environmental Solutions Worldwide Inc)

Intellectual Property. ( a A) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Note Purchase Agreement (Peninsula Pharmaceuticals Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently currently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights foregoing, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products . . The Company has received no communication alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with his or

Appears in 1 contract

Samples: Shareholders Agreement (Array Biopharma Inc)

Intellectual Property. (a) Each Except as set forth in the Exchange Act Filings or on Schedule 3.10, each of the Company and each of its Subsidiaries the Subsidiary owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries the Subsidiary bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Subscription Agreement (In Veritas Medical Diagnostics, Inc.)

Intellectual Property. Except as not reasonably be expected to have a Material Adverse Effect: (a) Each to the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others . There ; (b) except as disclosed in the Memorandum, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products ; and (c) the Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 1 contract

Samples: Subscription Agreement (Ivory Capital Corp)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There Except as disclosed in the Memorandum, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products . The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 1 contract

Samples: Subscription Agreement (National Investment Managers Inc.)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the each Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the any Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (True North Energy CORP)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes ("Intellectual Property") necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others . Schedule B contains an accurate and complete list of all Intellectual Property owned by the Company or any of its subsidiaries. The use by the Company or its subsidiaries of Intellectual Property owned or purported to be owned by the Company or its subsidiaries and the general conduct and operations of the business of the Company and its subsidiaries does not violate, infringe, misappropriate or misuse any Intellectual Property rights of any third party. To the knowledge of the Company, no third party is currently infringing, misappropriating or otherwise violating, or has infringed or misappropriated or otherwise violated, rights of any of the Company or its subsidiaries in any Intellectual Property owned, licensed, used, or held for us by the Company or its subsidiaries. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (MYnd Analytics, Inc.)

Intellectual Property. (a) Each of the Company Patients and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to Patients’ or the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There Except as set forth in Schedule 4.10, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company Patients or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Patients & Physicians, Inc.)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries Winwin owns or possesses sufficient legal rights to (i) all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes and (ii) to Winwin's knowledge, all patents, in each instance as necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries Winwin bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Joint Venture Agreement (Winwin Gaming Inc)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights Intellectual Property, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Auxilio Inc)

Intellectual Property. (a) Each of To the Company’s knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted ( conducted, and to the "Intellectual Property") Company’s knowledge, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Voting Agreement (ARCA Biopharma, Inc.)

Intellectual Property. (a) Each Except as otherwise set forth in Schedule 4.10, each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the best of the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Xfone Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There Other than those rights of New Age Packaging, Inc. in relation to the spin-off, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Water Star Inc)

Intellectual Property. (a) Each of the Company Parent, Company, JB and each of its Subsidiaries NB owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's their knowledge, as presently proposed to be conducted in the Business Plan (the " Intellectual Property " ), without any known infringement of the rights of others , including, without limitation, the intellectual property described on Schedule 2.9. There Except for rights granted to or otherwise held by NB, which are described on Schedule 2.9, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Parent or Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Loan Agreement (Event Cardio Group Inc.)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's ’s knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Amended and Resated Stock Purchase Agreement (Sequiam Corp)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products . The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 1 contract

Samples: Note Subscription Agreement (Ellipse Technologies Inc)

Intellectual Property. ( a i) Each of the The Company and each of its Subsidiaries owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard software products.

Appears in 1 contract

Samples: Letter Agreement (Groupon, Inc.)

Intellectual Property. (a) Each of Other than as contemplated under the LOI, the Company and each of its Subsidiaries owns does not own or possesses sufficient legal possess any rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without in any known infringement of the rights of others intellectual property. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor The Company is the Company or any of its Subsidiaries not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Digital Turbine, Inc.)

Intellectual Property. (a) Each of the Company Parent and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company's Parent’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company Parent or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)

Intellectual Property. The Company owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by third parties ( a) Each other than encumbrances and rights created by licenses of the Company and each of its Subsidiaries owns or possesses sufficient legal rights Company’s technology to the Company’s customers), all patents, trademarks, service marks, copyrights, service names, trade names, copyrights patents, trade secrets patent applications and licenses that the Company holds out as owning or possessing (including any licenses or rights described in the Transaction Documents as being owned or possessed by the Company). To the Company’s knowledge, licenses the Company owns or possesses, information free and clear of all liens or encumbrances and rights thereto or therein by third parties (other proprietary than encumbrances and rights and processes necessary for its business as now conducted and created by licenses of the Company’s technology to the Company 's knowledge, as presently proposed to be conducted (the "Intellectual Property" ’s customers), without any known infringement of the rights of others. There are no outstanding options, requisite licenses or agreements of any kind relating other rights to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, use all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses, necessary to conduct its business (including any licenses or rights described in the Transaction Documents as being owned or possessed by the Company) and there is no claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the exclusive rights of the Company with respect to any trademarks, service marks, copyrights, service names, trade secrets names, licenses patents, information patent applications and other proprietary rights and processes licenses used in the conduct of the Company’s business (including, without limitation, any other person or entity other than such licenses or agreements arising from rights described in the purchase Transaction Documents as being owned or possessed by the Company). To the Company’s knowledge, none of "off the shelf" Company’s proposed products, services or standard products processes infringe or will infringe on the patents currently held by any third party. Except as described in the Transaction Documents, to the Company’s knowledge, the Company is under no obligation to pay royalties or fees of any kind whatsoever to any third party with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications, or technology it has developed, uses, employs, or intends to use or employ.

Appears in 1 contract

Samples: Placement Agent Agreement (Pedevco Corp)

Intellectual Property. (a) Each of the Company and each of its Domestic Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Domestic Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Trinity Learning Corp)

Intellectual Property. ( a i) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products . Set forth on Schedule 4(j) is a list of all Intellectual Property owned by the Note Parties, indicating, which, if any, is registered.

Appears in 1 contract

Samples: Note Purchase Agreement (Island Pacific Inc)

Intellectual Property. (a) Each of the Company Abraxas and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company Abraxas or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan of Merger (Abraxas Petroleum Corp)

Intellectual Property. ( a i) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Stock Issuance Agreement (Inmune Bio, Inc.)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the " Intellectual Property INTELLECTUAL PROPERTY"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is **CONFIDENTIAL TREATMENT REQUESTED the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products entity.

Appears in 1 contract

Samples: Securities Purchase Agreement (InZon CORP)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Incorporated Securities Purchase Agreement (Associated Automotive Group Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, knowledge as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others others (except in the case of that certain suit in the United States District Court of Arizona by Net MoneyIn, Inc. (Plaintiff) v. Melon Financial Corp. et al., (defendants) (case no CV-01-401-TUC-RCC). There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pipeline Data Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how, licenses, information and all other intellectual property and proprietary rights and processes necessary for its business the Business as now conducted and to the Company's knowledge, as presently proposed to be conducted ( collectively, the " Intellectual Property Proprietary Rights"), without any known infringement free and clear of the rights of others all liens and encumbrances. There are no outstanding options, licenses licenses, settlements, consents, judgments, orders or agreements of any kind relating to the foregoing proprietary rights Proprietary Rights, including, without limitation, agreements pursuant to which the Company agrees to indemnify any other party with respect to any infringement involving the Proprietary Rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses licenses, settlements, consents, judgments, orders or agreements agreements, or required to pay any royalties, fees or other payments, of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how, licenses, information and other intellectual property or proprietary rights and processes of any other person or entity Person other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Stock Purchase Agreement (Venaxis, Inc.)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries The Purchaser owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's best of the Purchaser’s knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries Purchaser bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Asset Purchase Agreement (Esim LTD)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the " Intellectual Property INTELLECTUAL PROPERTY"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products . (b) Except as set forth on Schedule 4.10(b), the Company has not received any communications alleging that the Company has violated any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor is the Company aware of any basis therefor. (c) The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been rightfully assigned to the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Global Sports & Entertainment Inc/)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There Except as otherwise set forth in the Memorandum, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products . The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 1 contract

Samples: Subscription Agreement (Malibu Minerals Inc.)

Intellectual Property. (a) Each of To the Company’s knowledge, the Company and each of or its Subsidiaries owns subsidiaries own, or possesses sufficient legal rights have the right to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and trade secrets or other proprietary rights and processes necessary for its to their business as now conducted and without conflicting with or infringing upon the right or claimed right of any person or entity under or with respect to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights foregoing. Except for hardware and software licenses entered into in the ordinary course of others. There are no outstanding options business, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of and its Subsidiaries subsidiaries are not bound by or a party to any options, licenses or agreements of any kind with respect to patents, trademarks, service marks, trade names, copyrights, licenses, trade secrets or other proprietary rights of any other person or entity. The Company and its subsidiaries have not received any communications alleging that the Company or any of its subsidiaries have violated the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company and its subsidiaries are not aware of any violation by a third party of any of the Company’s or its subsidiaries patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and secrets or other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products rights.

Appears in 1 contract

Samples: Subscription Agreement (Vystar Corp)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns The Companies own or possesses possess sufficient legal rights to use all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes and other intellectual property used by the Companies or necessary for its business the Companies to conduct their Business as now conducted and to the Company's knowledge, as presently proposed to be conducted ( the collectively, "Intellectual Property"), without any known conflict with, or infringement of the rights of of, others. There Schedule 3.16 contains a complete list of all patents, trademarks, service marks, and other Intellectual Property (and any pending applications therefor) used by the Companies. Except for agreements with their own employees or consultants and standard end-user license agreements, (a) there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is and (b) the Company or any of its Subsidiaries Companies are not bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person individual, corporation, limited liability company, partnership, trust, unincorporated organization or entity any other than such licenses form of business organization or agreements arising from any government agency, authority or political subdivision ("Entity"). The Companies have not received any communications alleging that the purchase Companies have violated, or by conducting its business as proposed would violate, any of "off the shelf" patents, trademarks, service marks, trade names, copyrights, trade secrets, or standard products other proprietary rights or processes of any other Entity.

Appears in 1 contract

Samples: Stock Purchase Agreement (Finity Holdings Inc)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There Except as set forth on Schedule 4.10, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blast Energy Services, Inc.)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others . There ; (b) except as disclosed in the Memorandum, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products ; and (c) the Company has not received any notice of, and there are no facts known to the Company that reasonably indicate the existence of (i) any infringement or misappropriation by any third party of any of the Company’s intellectual property rights or (ii) any claim by a third party contesting the validity of the Company’s intellectual property rights. The Company has not received any notice of any infringement, misappropriation or violation by the Company or any of its employees of any intellectual property rights of third parties.

Appears in 1 contract

Samples: Subscription Agreement (Cougar Biotechnology, Inc.)

Intellectual Property. (a) Each of the Company WEI, VDPI and each of its Subsidiaries owns VDSI own or possesses possess sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information franchise rights, information, contract rights, publishing rights and agreements, and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights rights (other than the Netword agreements as set forth in Schedule 4.7(a) attached hereto), nor is the Company WEI, VDPI or any of its Subsidiaries VDSI bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, franchise rights, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Share Exchange Agreement (College Partnership Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and documentation and processes (“Intellectual Property”) necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There Except as set forth in Section 7.11 of the Company Disclosure Letter, there are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products . Schedule 7.11 to the Company disclosure Letter contains a list of all Intellectual Property owned or used by, or licensed by or to, the Company.

Appears in 1 contract

Samples: Exchange and Purchase Agreement (Cytomedix Inc)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products products other than those issued in the ordinary course of business of the Company consistent with past practice and those that would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Axeda Systems Inc)

Intellectual Property. (a) Each To the best of its knowledge, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property") conducted, without any known infringement of the rights of others. There Except as disclosed in the 34 Act Reports, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products . The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

Appears in 1 contract

Samples: Subscription Agreement (American Technologies Group Inc)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company 's ’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Incentra Solutions, Inc.)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for to conduct its business as now conducted and conducted, in all material respects, and, to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products . Neither the Company nor any of its Subsidiaries has received any communications alleging that the Company or any of its Subsidiaries has violated any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company or any of its Subsidiaries, except for inventions, trade secrets or proprietary information that have been rightfully assigned to the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cyber Digital Inc)

Intellectual Property. (a) Each of the The Company and each of its Subsidiaries the Guarantors owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company's CCIG’s knowledge, as presently proposed to be conducted (the " Intellectual Property " ), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries the Guarantors bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of " off the shelf " or standard products.

Appears in 1 contract

Samples: Loan Agreement (Cci Group Inc)

Intellectual Property. (a) Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (Trimedia Entertainment Group Inc)

Intellectual Property. (a) Each Except as set forth on Schedule 4.10, each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and and, to the Company's knowledge, as presently proposed to be conducted (the "Intellectual Property"), without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes Intellectual Property of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products.

Appears in 1 contract

Samples: Securities Purchase Agreement (AdAl Group Inc.)