Representations: ip

38 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Intellectual Property

   (a) Reserved. A-18 TABLE OF CONTENTS (b) Section 4.09(b) of the Disclosure Schedules contains a correct, current and complete list of all Intellectual Property Agreements, specifying for each the date, title, and parties thereto, and separately identifying the Intellectual Property Agreements: (i) under which Seller or any Seller Affiliate is a licensor or otherwise grants to any Person any right or interest relating to any IPAA Property Asset; (ii) under which Seller or any Seller Affiliate is a licensee or otherwise granted any right or interest relating to the Intellectual Property of any Person; and (iii) which otherwise relate to the Seller’s or any Seller Affiliate’s ownership or use of any Intellectual Property in the conduct of the Business as currently conducted or proposed to be conducted. Seller has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Intellectual Property Agreement is valid and binding on Seller in accordance with its terms and is in full force and effect. To Seller’s Knowledge, neither Seller nor any Seller Affiliate, nor any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Intellectual Property Agreement. (c) To Seller’s Knowledge, neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Buyer’s right to own or use any IPAA Property Assets or Licensed Intellectual Property in the conduct of the Business as currently conducted and as proposed to be conducted. (d) Reserved. (e) The conduct of the Business as currently and formerly conducted and as proposed to be conducted, including the use of the IPAA Property Assets and Licensed Intellectual Property in connection therewith, and the products, processes, and services of the Business to Seller’s Knowledge have not infringed, misappropriated, or otherwise violated and will not infringe, misap […]

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

2. 02

   Intellectual Property

   (a) Section 4.13(a) of the Disclosure Schedule contains an accurate and complete list of all registered Marks, Patents, Copyrights and Internet Domain Names, including any pending applications to register any of the foregoing, owned by the Seller or any Transferred Subsidiary (excluding the Excluded Marks) (the “ Registered Intellectual Property ”). Except as set forth in Section 4.13(a) of the Disclosure Schedule, all items of Registered Intellectual Property are subsisting and, to the Knowledge of the Seller, are valid and enforceable. Except as set forth in Section 4.13(a) of the Disclosure Schedule, all registrations, maintenance and renewal fees (i) due within 30 days following the date of this Agreement in connection with Registered Intellectual Property have been made and (ii) due within 30 days following the Closing Date will have been made by the Closing Date, and all necessary documents, assignments, recordations and certifications in connection with the Registered Intellectual Property have been filed with the relevant Governmental Entity in the United States and foreign jurisdiction, as the case may be, for the purpose of maintaining such registrations. Annex A-16 Table of Contents (b) The Seller or a Transferred Subsidiary, as applicable, owns exclusively each item of Owned Intellectual Property free and clear of any Liens (other than Permitted Liens). Except as set forth in Section 4.13(b) of the Disclosure Schedule, and except with respect to infringement, misappropriation or violation of any Third Party Intellectual Property, which is addressed exclusively in Section 4.13(d) , all Intellectual Property that is material to or necessary for the conduct of the Business as currently conducted is (i) exclusively owned or validly licensed by the Seller or a Transferred Subsidiary, as applicable, and (ii) included in the Owned Intellectual Property, or validly licensed to a Transferred Subsidiary or to the Seller pursuant to a Contract included in the Purchased Assets. (c) Except as set forth in Section 4.13(c) of the Disclosure Schedule, to the Knowledge of the Seller, no Third Party has within the past three years infringed, misappropriated or otherwise violated, or is infringing, misappropriating, or otherwise violating, any Owned Intellectual Property. (d) No Transferred Subsidiary, or the conduct of the Business by the Seller or any Transferred […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   Intellectual Property

   (a) Section 5.9(a) of the Seller Disclosure Schedule identifies as of the date hereof, (i) each item of Registered IP, (ii) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number, and (iii) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest. (b) (i) Seller owns or possesses valid rights to use all Seller IP necessary to conduct the Business as it is currently conducted as of the date of this Agreement; and (ii) to the Knowledge of Seller, no Person has infringed, misappropriated or otherwise violated, and no Person is infringing, misappropriating or otherwise violating, any Seller IP. (c) As of the date hereof, the operation of the Business as currently conducted as of the date of this Agreement (including the Development, Manufacture or Commercialization of the Product) does not infringe the Intellectual Property of any other Person. (d) There are no actions against Seller that are pending or, to the Knowledge of Seller, threatened, (i) claiming that the operation of the Business as currently conducted as of the date of this Agreement (including the Development, Manufacture or Commercialization of the Product) infringes, misappropriates, or violates any Person’s Intellectual Property or (ii) with respect to the ownership, validity, enforceability or use of any of the Seller IP (including any opposition, cancellation, interference, reissue, reexamination or other similar proceeding). Except as described in Section 5.9(d) of the Seller Disclosure Schedule, no such actions have been asserted in the six (6) years immediately preceding the Closing Date. Except as described in Section 5.9(d) of the Seller Disclosure Schedule, no Seller IP is subject to any outstanding settlement, decree, order, injunction, judgment or ruling, or any Contract, restricting or otherwise limiting the use, ownership, validity, enforceability, disposition or exploitation thereof. (e) All current and former directors, officers, employees, contractors and consultants of Seller who contributed to the discovery, creation or development of any Intellectual Property related to the Product or the Business (i) did so within the scope of his or her employment such that such Intellectual Property became the exclusive property of Seller or (ii) pursuant […]

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Intellectual Property and Privacy

   List . Schedule 3.14.1 contains (i) a complete and accurate list of all of the Seller Products and Services, (ii) a high-level description of the Software constituting Owned IP that is material to the Business, (iii) a list of any material unregistered Trademarks or tradenames used by the Sellers in the operation of the Business, and (iv) particulars of all registrations and applications for registration in respect to the Owned IP (the “ Registered Intellectual Property ”). Except as set forth in Schedule 3.14.1 , all of the Registered Intellectual Property is recorded exclusively in the name of the applicable Seller and is subsisting in good standing and has been properly maintained and renewed by such Seller in accordance with all applicable Laws. None of the Owned IP has been exploited or enforced, or failed to be exploited or enforced, in a manner that would result in the abandonment, cancellation or unenforceability of any such Intellectual Property Rights. To the extent not provided for as a matter of law, each Seller has in its possession assignment documents or other documents evidencing the transfer of ownership to support such Seller’s chain of title to all of the Registered Intellectual Property and to support such Seller’s chain of title in respect to (A) any inventions claimed in, (B) any industrial designs forming the subject matter of, and (C) any Works of Authorship forming the subject matter of, any such Registered Intellectual Property, from each inventor, creator or author (as the case may be). With respect to each registration of Registered Intellectual Property, to the knowledge of the Sellers, there is no material fact or circumstance that (i) should have precluded the issuance of such registration, or (ii) would render such registration invalid or unenforceable. With respect to any application for registration of any Registered Intellectual Property, to the knowledge of the Sellers, there is no material fact or circumstance that would (i) preclude the issuance of a registration from any such application for registration, or (ii) render any registration issuing from any such application for registration invalid or unenforceable. All maintenance fees, other fees, annuities, affidavits, and renewals required of the Sellers applicable to the Registered Intellectual Property and due prior to the Closing Date, have been or will have been tim […]

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Intellectual Property and Regulatory Representations and Warranties

   The representations and warranties contained in Section 4.2.6 (Intellectual Property Rights) and Section 4.2.8 (Regulatory Matters) shall survive the Closing and the consummation of the transactions contemplated hereby and continue until the date that is twenty-four (24) months following the Closing Date, at which time they shall expire. 9.1.3 Fundamental Representations and Warranties; Fraud; Excluded Liabilities; Requested Information . Any claims with respect to the representations and warranties of Imara contained in Section 4.1.1 (Organization); Section 4.1.2 (Authorization); Section 4.1.3 (Binding Agreement); Section 4.1.4 (No Inconsistent Obligation); Section 4.2.2 (Title to Assets); and Section 4.2.3 (No Debarment) (the “ Imara Fundamental Representations ”), any claims based on fraud and any claims based on any Excluded Liabilities shall, in each case, survive until sixty (60) days after the expiration of the relevant statute of limitations applicable to such claims. Any claims with respect to the representations and warranties of Cardurion contained in Section 4.1.1 (Organization); Section 4.1.2 (Authorization); Section 4.1.3 (Binding Agreement); Section 4.1.4 (No Inconsistent Obligation) and 4.3.4 (Financial Ability to Perform) (the “ Cardurion Fundamental Representations ”) shall survive until sixty (60) days after the expiration of the relevant statute of limitations applicable to such claims. Any indemnification claims by Cardurion with respect to any Requested Information pursuant to Section 9.4(c) and any indemnification claims by Imara with respect to any Requested Information pursuant to Section 9.5(d), shall, in each case, survive indefinitely

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Intellectual Property

   MRCC and its Consolidated Subsidiaries own, possess or have a valid license or other adequate rights to use all patents, patent applications, patent rights, trademarks, trademark applications, trademark rights, trade names, trade name rights, service marks, service mark applications, service mark rights, copyrights, computer programs and other proprietary intellectual property rights (collectively, “ Intellectual Property Rights ”) that are material to the conduct of the business of MRCC and its Consolidated Subsidiaries taken as a whole (hereinafter, “ MRCC Intellectual Property Rights ”), except where the failure to own, possess or have adequate rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to MRCC. No claims are pending for which MRCC has received written notice or, to the knowledge of MRCC, threatened (i) that MRCC or any of its Consolidated Subsidiaries is infringing or otherwise violating the rights of any Person with regard to any Intellectual Property Right, or (ii) that any MRCC Intellectual Property Right is invalid or unenforceable. To the knowledge of MRCC, no Person is infringing, misappropriating or using without authorization the rights of MRCC or any of its Consolidated Subsidiaries with respect to any Intellectual Property Right, except as would not, individually or in the aggregate, reasonably be expected to be material to MRCC and its Consolidated Subsidiaries, taken as a whole

   Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428) · filed 2025-09-08 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Assigned Intellectual Property

   (a) of the Disclosure Schedules sets forth a true, complete and accurate list of all of the Patents owned by Cyclerion or its Subsidiary that are necessary for the research, development, manufacture, commercialization, or other exploitation of any Purchased Program. In addition, Section 2.1(a) of the Disclosure Schedules sets forth a true, complete and accurate list of all registered Trademarks or applications therefor, registered copyrights or applications therefor, and domain names owned by Cyclerion or its Subsidiary that, in each case, are primarily used in connection with any Purchased Program. A-17 TABLE OF CONTENTS Section 4.7. Licenses, Permits and Authorizations . Cyclerion has obtained, and is in material compliance with, all of the Permits that are material to the development, manufacture, testing, and distribution of the Purchased Programs under applicable Laws

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Intellectual Property

   (a) Schedule 2.18(a) contains a complete and accurate list of all (i) Purchased Intellectual Property owned or purported to be owned by a Seller that are the subject of a pending application filed with, are issued by, or registered with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world and have not been abandoned or expired (“ Purchased Registered IP ”), in each case including, to the extent applicable, (A) the owner of such filing, issuance or registration, (B) the date of filing, issuance or registration, (C) the filing, issuance or registration number, (D) the name of the body where the filing, issuance or registration was made, (E) in the case of domain names and social media accounts, the domain registrar and social media handles, and (ii) material unregistered Trademarks included in the Purchased Intellectual Property. (b) A Seller owns all right, title, and interest in the Purchased Intellectual Property that is owned or purported to be owned by Sellers, free and clear of any Encumbrances. Each applicable Seller has obtained all assignments and entered into all agreements and taken all actions so that such Seller exclusively owns all ownership rights in the Purchased Intellectual Property purported to be owned by such Seller. Except (i) with respect to commercially available off-the-shelf software licensed pursuant to non-negotiated shrink-wrap or click-through agreements or other non-negotiated standard form of licensing agreement with a total fee of less than $25,000 (“ Commercially Available Software ”) or (ii) except as expressly set forth on Schedule 2.18(b) , the Purchased Intellectual Property constitutes all of the Intellectual Property (A) used by the Sellers in connection with the ownership and operation of the Purchased Assets and (B) reasonably necessary to own and operate the Purchased Assets, taken as a whole, immediately after the Closing in substantially the same manner as owned and operated as of immediately prior to the Closing. (c) All Purchased Registered IP is (i) registered in the name of the applicable Seller; and (ii) has been duly maintained (including the payment of maintenance fees) and is not expired, cancelled or abandoned. All Purchased Registered IP that is registered or issued is enforceable and valid. (d) There are no pending or, to the […]

   Atlas Corp. (ATCOL, ATCO-PD, ATCO-PH) (CIK 0001794846) · filed 2025-03-14 · read the filing

9. 09

   Intellectual Property

   (a) Section 3.28(a) of the Disclosure Schedules sets forth a true and complete list of all registered or material Intellectual Property used in the conduct of the Business, separated by (i) Intellectual Property that is owned by Seller or Seller Parent or its subsidiaries, and (ii) Intellectual Property that is licensed to Seller or Seller Parent, excluding where the Intellectual Property is incorporated into personal property, such as laboratory or clinical equipment, kits, or assays, and used pursuant to a written license (collectively “ Licenses ”). (b) Except as set forth in Section 3.28(b) of the Disclosure Schedules , Seller or Seller Parent owns or has valid licenses to use (which licenses are set forth in Section 3.28(a) of the Disclosure Schedules or do not need to be listed based on the exclusion set forth in Section 3.28(a) ) all material Intellectual Property used in Annex A-36 Table of Contents the conduct of the Business (the “ Business Intellectual Property ”), free and clear of all Liens other than Permitted Liens. To Seller’s Knowledge, neither Seller’s nor Seller Parent’s conduct of the Business infringes on the Intellectual Property of any Person. (c) Except as set forth in Section 3.28(c) of the Disclosure Schedules or with respect to any Excluded Assets, neither Seller nor Seller Parent pays or receives any sales-related (either on revenue or a per-unit basis) royalty to or from anyone with respect to any Business Intellectual Property, nor has Seller or Seller Parent licensed or sublicensed anyone to use any Business Intellectual Property for use in a business that may reasonably be considered competitive to the Business. (d) The Business Intellectual Property constitutes, and the Acquired Assets (along with the rights granted under the Intellectual Property Agreement and rights to Intellectual Property incorporated into personal property excluded from the scheduling obligations of Section 3.28(a) of the Disclosure Schedules pursuant to Section 3.28(b) ) include, all of the Intellectual Property necessary or material to conduct the Business. To Seller’s Knowledge, none of the Business Intellectual Property is owned by any other Person without a valid and enforceable right of Seller or Seller Parent to use and possess such Business Intellectual Property. None of the Business Intellectual Property is subject to any Lien, other than Permit […]

   ENZO BIOCHEM INC (ENZ) (CIK 0000316253) · filed 2023-04-24 · read the filing

10. 10

    Intellectual Property

    (a) Other than as set forth on the Disclosure Schedule, the Intellectual Property Assets include no Registered IP. (b) To Seller’s Knowledge: (i) Except as set forth on the Disclosure Schedule, no Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any of the Intellectual Property Assets, other than customer licenses granted in the ordinary course of business (accurate and complete copies of which have been made available to Purchaser); (ii) None of the Intellectual Property Assets are subject to any Contract containing any covenant, obligation or other provision that in any way limits or restricts the ability of Seller to use, exploit, assert, or enforce any of the Intellectual Property Assets anywhere in the world or Seller’s ability to conduct its business as currently conducted or currently proposed to be conducted; and (iii) No royalties, fees, commissions, or other amounts are payable by Seller to any other Person upon or for the manufacture, sale, or distribution of any of the Intellectual 8 Property Assets. 9 (c) Seller exclusively owns all right, title, and interest to and in the Intellectual Property Assets free and clear of any Encumbrances other than Permitted Encumbrances. To the Seller’s Knowledge, all Intellectual Property Assets are valid, subsisting, and enforceable. To the Seller’s Knowledge, no third party claims, or has claimed, to own any of the Intellectual Property Assets. Seller takes, and has taken, all reasonable steps to maintain the secrecy of non-public information from which it derives independent economic value, actual or potential, from the information not being generally known. (d) To the Seller’s Knowledge, (i) no Person has infringed, misappropriated, or otherwise violated, and (ii) no Person is currently infringing, misappropriating, or otherwise violating, any of the Intellectual Property Assets. The Disclosure Schedule accurately identifies (and Seller has made available to Purchaser a complete and accurate copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to Seller or any representative of Seller regarding any actual, alleged, or suspected infringement or misappropriation of any of the Intellectual Property Assets, and provides a brief description […]

    LM FUNDING AMERICA, INC. (LMFA) (CIK 0001640384) · filed 2023-12-28 · read the filing

11. 11

    Intellectual Property

    (a) Schedule 4.07(a)(i) sets forth each item of patented or registered Intellectual Property and applications therefor that is included in the Products IP (the “ Registered IP ”). All necessary registration, maintenance and renewal fees currently due in connection with the Registered IP have been made, and all necessary documents, recordations and certificates in connection with such Registered IP have been filed with the relevant Governmental Authority to prosecute or maintain such Registered IP. No interference, opposition, reissue, reexamination or other similar proceeding is pending in which any Registered IP is being contested or challenged. Except as set forth on Schedule 4.07(a)(ii) , all Registered IP is exclusively owned by Seller and is valid, subsisting, and enforceable. Except as set forth on Schedule 4.07(a)(iii) , no funding or resources of any Governmental Authority or research or educational institution were used to develop any part of the Products IP. (b) Except as set forth on Schedule 4.07(b)(i) , Seller exclusively owns and possesses, all right, title and interest in and to, or has a valid and enforceable written license to use, all Intellectual Property used in or necessary for the operation of the Business (the “ Business IP ”). The Products IP constitutes all of the Intellectual Property that is Business IP. Seller owns the Products IP free and clear of any Encumbrances. Except as set forth on Schedule 4.07(b)(ii) , to the Knowledge of Seller, no Person has infringed, diluted, misappropriated, or otherwise violated, or is infringing, diluting, misappropriating, or otherwise violating any Products IP, and Seller has not brought or threatened any action against any Person based on any allegations of such infringement, dilution, misappropriation, or other violation. (c) Schedule 4.07(c) sets forth a true and complete list of all Products Trademarks. A-25 (d) Neither the conduct of the Business nor the use of the Products as intended by Seller infringes, dilutes, misappropriates, or otherwise violates, or has in the past six (6) years infringed, diluted, misappropriated, or otherwise violated the Intellectual Property of any Person. Seller has not received any written notices, requests for indemnification or threats from any Person related to the conduct of the Business or the use of the Products infringing, diluting, misappropriating, or […]

    NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) · filed 2024-10-16 · read the filing

12. 12

    Intellectual Property

    (a) Seller is not in any material violation of any license, sublicense or other agreement to which it is a party or otherwise bound relating to any of the Seller Intellectual Property (as defined below). Seller is not obligated to provide any consideration (whether financial or otherwise) to any Person and no Person is otherwise entitled to any consideration, with respect to any exercise of rights by any Seller Party in the Seller Intellectual Property (other than licenses arising from the purchase of “off the shelf” or other standard products). (d) To Seller’s actual knowledge, the use of the Seller Intellectual Property by Seller as currently used and as currently proposed to be used does not infringe any other Person’s Intellectual Property. No written claim (i) challenging the validity, enforceability, effectiveness or ownership of any of the Seller Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Seller Intellectual Property by Seller infringes or has infringed on any other Person’s Intellectual Property has been received by Seller. To Seller’s actual knowledge, there is no unauthorized use, infringement, or misappropriation of any of Owned Intellectual Property (as defined below) by any Person. (e) Seller has taken commercially reasonable steps to protect the proprietary nature of the Seller Intellectual Property and to maintain in confidence all trade secrets and confidential information owned or used by Seller. To Seller’s actual knowledge, no Person has had access to the trade secrets and confidential information owned or used by Seller, other than Persons that (i) have entered into confidentiality and non-disclosure agreements with respect to such trade secrets and confidential information, (ii) have duties of confidentiality to Seller, under state or federal law (including fiduciary duties or professional duties), or (iii) are employees or service providers to Seller. Seller has not notified any Person of, and to Seller’s actual knowledge there is no basis for any notice to any Person with respect to, (y) the unauthorized use or disclosure by such Person of the trade secrets and confidential information owned or used by Seller thereto or (z) the breach of any agreement between Seller and any Person relating to the t […]

    Motorsport Games Inc. (MSGM) (CIK 0001821175) · filed 2024-05-01 · read the filing