Intellectual Property

"Intellectual Property" means domestic and foreign intellectual property rights, including: (a) inventions, patents, applications for patents and reissues, divisions, continuations, re-examinations, renewals, extensions and continuations-in-part of patents or patent applications; (b) copyrights, copyright registrations and applications for copyright registration; (c) mask works, mask work registrations and applications for mask work registrations; (d) designs and similar rights, design registrations, design registration applications, and integrated circuit topographies and similar rights; (e) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade-mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; and (f) trade secrets, confidential information and know-how.

Section 3.15(a) of the Disclosure Schedule sets forth a true, complete and correct list of all (i) Company Owned Registered IP, and (ii) all material Intellectual Property owned, used, filed by or licensed to the Company (the Intellectual Property described in clauses (i) and (ii), collectively, the 'Company Intellectual Property').

We will obtain, maintain, expand, protect and enforce our intellectual property portfolio.

We highly value our intellectual property rights, which are fundamental to our success and competitiveness. We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with employees to protect our intellectual property rights. We have also adopted a comprehensive set of internal rules for intellectual property management. These guidelines set the obligations of our employees and create a reporting mechanism in connection with our intellectual property protection. As of [Date], we had registered [Number] trademarks, [Number] literature and artwork copyrights, [Number] software copyrights and [Number] domain names in China.

The Group Companies are the sole and exclusive owner of, or have valid and continuing rights to use pursuant to a written agreement, all Intellectual Property and Technology used in the conduct of the Business of the Group Companies, free and clear of all Encumbrances or obligations to others. The Intellectual Property and Technology rights of the Group Companies include all of the Intellectual Property and Technology rights necessary and sufficient to conduct the Business of the Group Companies in the manner in which it is currently being conducted and currently proposed to be conducted.

We have issued patents and patent application filings on the composition-of-matter for over 300 unique AAV capsid sequences that were identified through our discovery efforts. In addition, we have product-specific patent application claims that include our capsids carrying codon-optimized transgenes. We also hold trade secrets covering vector discovery and manufacturing methodologies. Finally, our intellectual property portfolio includes our vector libraries, consisting of an estimated one billion unique AAV capsid sequences. In addition, we intend to further expand our intellectual property portfolio by pursuing new opportunities, such as potentially developing new promoter and manufacturing-related technologies through our sponsored research agreements (the SRAs) with the UC Regents.

trade names, brand names, logos, taglines, slogans, certification marks, Internet domain names, trade dress, corporate names, business names and other indicia of origin, together with the goodwill associated with any of the foregoing and all applications, registrations, extensions and renewals thereof throughout the world, and all rights therein provided by international treaties and conventions.

to the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, all Intellectual Property that is owned or licensed by each Seller (A) held primarily for, or used primarily in, the Acquired Business and existing as of the Closing or (B) set forth on Schedule 1.1(i);

In the aggregate, a Material Adverse Effect, (i) to Sellers' knowledge, as of the Agreement Date, the conduct of the Acquired Business does not infringe, violate or constitute misappropriation of any Intellectual Property of any third Person; (ii) to Sellers' knowledge, as of the Agreement Date, no third Person is infringing, violating, or misappropriating any Registered Intellectual Property; and (iii) as of the Agreement Date, there is no pending claim asserted in writing against a Seller or any Acquired Subsidiary (other than the Joint Venture) (including any 'cease and desist' letters and invitations to license) asserting that Sellers' or any Acquired Subsidiary's (other than the Joint Venture's) conduct of the Acquired Business has infringed, violated or misappropriated, or is infringing, violating or misappropriating, any Intellectual Property rights of any third Person.

"Intellectual Property" shall have the meaning given to it in Section 10(a)(iii) herein.

The Employee shall disclose to the appropriate Company personnel any Developments that the Employee becomes aware of or involved in, make himself or herself available to Company representatives to discuss such Developments, and hold all Developments for the sole use and benefit of the Company. Developments include any work product, inventions, ideas, improvements, modifications, discoveries, know-how, creations, designs, technologies, techniques, devices, formulae, software, models, trademarks, patents, service marks, copyrights, trade secrets, methods, processes, developments, derivatives, mask works, works made for hire, rights of priority, reissue of letters patent, renewals, registrations and extensions that are Created by the Employee during and within the scope of the Employee's employment with the Company.

Except as disclosed in SEC Reports and Schedule 3(p), the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights

(b) Intellectual Property. "AssetMark Intellectual Property" shall include, but shall not be limited to, the Work Product produced by the Services pursuant to this Agreement, AssetMark's name, logo and trademarks and service marks, AssetMark's marketing plans and all other materials, software, website design, specifications, and other intellectual property of AssetMark. AssetMark grants Consultant a non-exclusive, non-transferable, terminable at-will, non-sublicensable license to use the AssetMark Intellectual Property solely for AssetMark's benefit in connection with the Services. Upon written notice from AssetMark or on expiration of this Agreement or termination of this Agreement for any reason, the foregoing license shall terminate. Each Party agrees that it shall (i) not use the other Party's Intellectual Property for any purpose but pursuant to this Agreement, and (ii) take all reasonable measures to maintain and protect the other Party's Intellectual Property.

All materials developed by Yilaime for ATI Modular, if any, will belong exclusively to ATI Modular, and will be deemed to have been developed and created by Yilaime for ATI Modular as 'work for hire.' Yilaime will execute any and all documents necessary to assign and transfer to the ATI Modular all intellectual property and other rights in materials and information created for the ATI Modular pursuant to this Agreement.

All materials developed by Yilaime for ATI Modular, if any, will belong exclusively to ATI Modular, and will be deemed to have been developed and created by Yilaime for ATI Modular as "work for hire." Yilaime will execute any and all documents necessary to assign and transfer to the ATI Modular all intellectual property and other rights in materials and information created for the ATI Modular pursuant to this Agreement.

That certain Intellectual Property Cross-License Agreement, dated the date hereof, between GE and Baker Hughes, a GE company, LLC, as amended from time to time in accordance with the terms thereof (the "IP Cross-License Agreement") shall govern grants of licenses to Newco of any intellectual property of GE related to the products, parts, equipment, services, technology and systems listed on Schedule D that is used by GE O&G to manufacture and sell such products, parts, equipment, services, technology and systems as of the Closing Date.

permit any material Intellectual Property owned by any Group Company to lapse or to be abandoned, dedicated, or disclaimed, fail to perform or make any applicable filings, recordings or other similar actions or filings, fail to pay all required fees and Taxes required or advisable to maintain and protect its interest in each and every item of material Intellectual Property owned by any Group Company, or grant or license or transfer to any Third Party any material Intellectual Property owned by any Group Company;

In the aggregate, a Material Adverse Effect, (i) to Sellers' knowledge, as of the Agreement Date, the conduct of the Acquired Business does not infringe, violate or constitute misappropriation of any Intellectual Property of any third Person; (ii) to Sellers' knowledge, as of the Agreement Date, no third Person is infringing, violating, or misappropriating any Registered Intellectual Property; and (iii) as of the Agreement Date, there is no pending claim asserted in writing against a Seller or any Acquired Subsidiary (other than the Joint Venture) (including any 'cease and desist' letters and invitations to license) asserting that Sellers' or any Acquired Subsidiary's (other than the Joint Venture's) conduct of the Acquired Business has infringed, violated or misappropriated, or is infringing, violating or misappropriating, any Intellectual Property rights of any third Person.

our ability to protect our intellectual property and avoid the infringement of third-party intellectual property rights;

Our trademarks, service marks, copyrights, patents, processes, trade secrets, domain names and other intellectual property, including our Academy Sports + Outdoors brand, our owned brands, such as Academy Sports + Outdoors, Magellan Outdoors, BCG, O'rageous and Outdoor Gourmet, and our goodwill, designs, names, slogans, images and trade dress associated with these brands, are valuable assets that are critical to our success. We also enter into intellectual property agreements whereby the Company receives the right to use third-party owned trademarks typically in exchange for royalties on sales. These agreements typically contain a one to three-year term and contractual payment amounts required to be paid by the Company.

"Intellectual Property" shall have the meaning given to it in Section 10(a)(iii) herein.