Assigned Intellectual Property. All rights owned, held or controlled by ICANN and its Affiliates throughout the world in the names “Internet Assigned Numbers Authority” and “IANA,” including all associated designs and logos and all derivatives, variants, combinations and modifications thereof and all Internet domain names including any material portion of any of the foregoing. Without limiting the generality of the foregoing, the registered trademarks and domain names and other intellectual property rights listed in Exhibit A are included in the Assigned Intellectual Property.
Assigned Intellectual Property. In accordance with this Agreement, Motorola hereby sells, assigns, conveys, transfers and agrees to deliver to Freescale, and Freescale hereby acquires from Motorola and the members of the Motorola Group, all right, title and interest in the United States and throughout the world of Motorola and the members of the Motorola Group in and to the following (collectively, the “Assigned Intellectual Property”):
(a) all Assigned Patents, Assigned Copyrights, Assigned Trademarks, Assigned Mask Works and Assigned Technology including, without limitation, the Intellectual Property listed and described in Exhibit A, and all tangible embodiments of any of the foregoing, in any form and in any media, in the possession of any member of the Motorola Group or other Persons engaged or retained by any member of the Motorola Group, subject to all licenses and covenants not to assert with respect to any of the foregoing entered into prior to the Effective Date;
(b) the exclusive right to grant licenses and rights under and with respect to any of the Intellectual Property referenced in Section 2.1(a), and to xxx for any infringement occurring before or after the Effective Date as well as all statutory, contractual and other claims, demands, and causes of action for royalties, fees, or other income from, or infringement, misappropriation or violation of, any of the foregoing, and all of the proceeds from the foregoing that are accrued and unpaid as of, and/or accruing after, the Effective Date (except with respect to certain revenue sharing arrangements set forth in Exhibit B2 to the Master Intellectual Property License Agreement between Motorola and Freescale dated on or about the Effective Date with respect to certain “BGA Patents” described in such agreement); and
(c) the exclusive right to apply for and obtain statutory rights and registrations with respect to any Intellectual Property referenced in Section 2.1(a), including without limitation any Intellectual Property: (i) conceived, developed or reduced to practice prior to the Effective Date solely by individuals who were Motorola employees and become Freescale employees after the Effective Date, even if the applicable Freescale employment agreement is not signed by such individuals (“Transferred Employees”), and (ii) unless otherwise agreed by the parties, conceived, developed or reduced to practice solely by Transferred Employees after the Effective Date, in the United States and anywhere else in the world.
Assigned Intellectual Property. Any Intellectual Property Assets used or developed by any Acquired Company but owned by any of the SELLERS shall have been transferred and assigned on or prior to the Closing Date to FININD and ISOCLIMA under terms providing that there shall be no further cost to any Acquired Company for such Intellectual Property Assets.
Assigned Intellectual Property. Purchaser and the Designated Purchaser Subsidiaries shall have executed and delivered to Parent documents to effect the sale, transfer and assignment of the Assigned Intellectual Property contemplated by Section 1.2 and the assignment to and assumption by Purchaser of the Assumed Intellectual Property Liabilities.
Assigned Intellectual Property. Section 2.1 Assignment of the Warehouse Management Platforms 4 Section 2.2 Assignment of the XPO Smart Software 5 Section 3.1 License to SpinCo Licensees of Parent Licensed Software 6 Section 3.2 License to Parent Licensees of the NA Warehouse Management Platforms 6 Section 3.3 Shared Software 6 Section 3.4 License to SpinCo Licensees of Parent Licensed IP 7 Section 3.5 License to Parent Licensees of Licensed-Back IP 7 Section 3.6 WMx Software as a Service 7 Section 4.1 Rights of Subsidiaries 7 Section 4.2 Sublicensing 8 Section 4.3 No Other Rights; Retained Ownership 9 Section 4.4 Other Restrictions 9 Section 4.5 Delivery 9 Section 4.6 Open Source 9 Section 4.7 Treatment of Source Code 9 Section 4.8 Source Code Restrictions 10
Assigned Intellectual Property. Section 2.1(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.
Assigned Intellectual Property. The Assigned Intellectual Property;
Assigned Intellectual Property. Notwithstanding any of the foregoing, TRANSFEREE shall own any and all rights, including Intellectual Property, relating to Improvements to the Hemiwedge Technology or to the Hemiwedge Products that relate to the Assigned Hemiwedge Intellectual Property.
Assigned Intellectual Property. All Intellectual Property owned by Seller and used by Seller in the operation of the Business and the goodwill associated therewith (the “Assigned Intellectual Property”), including without limitation the name “WireSpeed Networks” and the other Intellectual Property set forth on Schedule A-7.
Assigned Intellectual Property. AB represents and warrants that, as of the Effective Date, (a) AB is the sole and lawful owner of the entire right, title and interest in and to the Assigned Intellectual Property, (b) all such Assigned Intellectual Property is free from all liens and security interests, (c) subject to obtaining Exchange Control approval from the South African Reserve Bank, AB has good and full right and lawful authority to sell and convey the Assigned Intellectual Property in the manner herein set forth, (d) to the best of AB’s knowledge, the Assigned Intellectual Property does not infringe upon any third party’s intellectual property rights anywhere in the world, and (e) to the best of AB’s knowledge, there is nothing that will materially affect the validity and enforceability of the Registered Intellectual Property.
