thereunder, nor does Seller have Knowledge of any presently existing facts or circumstances that, with the lapse of time, giving of notice, or both would constitute a breach, violation or default by Seller, the Company, or any such other party that could reasonably be expected to result in a material Liability to the Company. None of Seller, the Company, or any other party thereto has given notice of any cancellation or termination of any Material Contract and to the Knowledge of Seller no event has occurred or failed to occur which would entitle any such Person to terminate any Material Contract.
Section 2.14 Intellectual Property.
(a) Definitions. For all purposes of this Agreement, the following terms shall have the following meanings:
Company In-Development Products means any and all potential new products, processes, assays and services that are not yet commercially available, marketed, distributed, supported, sold, or licensed out, by or on behalf of Seller or the Company but which are currently being developed by or on behalf of Seller or the Company.
Company Intellectual Property means any and all Intellectual Property that is or is purported to be (i) owned by Seller or the Company (whether owned singularly or jointly with a third party or parties) or (ii) licensed to Seller or the Company, in each case, as used in, held for use in, being developed for use in, or necessary for, the conduct of the business of Seller and the Company as currently conducted or as currently proposed to be conducted.
Company Products means any and all products, processes, assays and services that have been or are being made commercially available, marketed, distributed, supported, sold, or licensed out, by or on behalf of Seller or the Company since their respective formations.
Company Registered Intellectual Property shall mean any and all Registered Intellectual Property that is part of Company Intellectual Property.
Company Technology shall mean any and all Technology that is or is purported to be (i) owned by Seller or the Company (whether owned singularly or jointly with a third party or parties) or (ii) exclusively licensed to Seller or the Company.
Infringement or Infringe, with respect to a given item or activity, shall mean that such item or activity directly or indirectly infringes, misappropriates, unlawfully dilutes, constitutes unauthorized use of, or otherwise violates Intellectual Property Rights of any Person.
Intellectual Property shall mean any and all Intellectual Property Rights and Technology.
Intellectual Property Rights shall mean any and all intellectual property, industrial property, and proprietary rights worldwide, whether registered or unregistered, including rights in and to (i) patents and other governmental grants for the protection of inventions or industrial designs, including any applications for any such patents or grants, whether already filed or in preparation (Patents), (ii) copyrights and Moral Rights (including analogous rights thereto), (iii) rights of publicity, (iv) trade secrets and know-how (including analogous rights thereto and whether or not reduced to practice), (v) trademarks, trade names, logos, service marks, designs, emblems, signs, insignia, slogans, other similar designations of source or origin and general intangibles of like nature, together with the goodwill of the Company or such Persons business symbolized by or associated with any of the foregoing (Trademarks), (vi) domain names, web addresses and other universal resource locator (URL) registrations, (vii) database rights, (viii) social media accounts, (ix) provisionals, substitutions, divisions, continuations, continuations- in-part, foreign counterparts, renewals, reissuances, re-examinations, extensions and supplementary protection certificates of any and all of the foregoing (as applicable), (x) registrations or applications for registration for any and all of the foregoing, and (xi) rights to sue for past, present, and future Infringement of any and all of the rights set forth above.