Shared Intellectual Property Sample Clauses
The Shared Intellectual Property clause defines how intellectual property (IP) created or used jointly by the parties during their collaboration will be owned, managed, and utilized. Typically, this clause outlines whether both parties have equal rights to use, modify, or commercialize the jointly developed IP, and may specify procedures for licensing, revenue sharing, or handling improvements. Its core practical function is to prevent disputes by clearly allocating rights and responsibilities regarding shared IP, ensuring both parties understand their entitlements and obligations.
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Shared Intellectual Property. Each of the Sellers, GM Buyer and Company Buyer agree that it will not transfer or assign its rights to the Shared Intellectual Property to any third party unless such third party: (i) is informed of and agrees to accept such transfer or assignment subject to the license granted herein; and (ii) agrees that any subsequent transfer or assignment will be subject to a similar restriction on future transfers and assignments.
Shared Intellectual Property. Effective as of the Closing, KO hereby grants to Monster and its Affiliates a perpetual, irrevocable, sublicenseable (for the benefit of Monster and its Affiliates but not for the independent use by Third Parties), license to the KO Shared Intellectual Property set forth in Section 7.18 of the KO Disclosure Schedule for use in connection with the production, marketing, sale and distribution of Energy Beverages (as defined in the Transaction Agreement), and (ii) Monster hereby grants to KO and its Affiliates a perpetual, irrevocable, sublicenseable (for the benefit of KO and its Affiliates but not for the independent use by Third Parties), license to the Intellectual Property set forth in Section 7.18 of the Monster Disclosure Schedule for use in connection with the production, marketing, sale and distribution of Non-Energy Beverages (as defined in the Transaction Agreement).
Shared Intellectual Property. 12 3.9 Hyperlink ................................................................... 13 ARTICLE 4 - CONDITIONS ....................................................................... 13 4.1 Conditions to International Paint's Obligations ............................. 13 4.2 Conditions to the Ferro Sellers' Obligations ................................ 14 4.3 Parties' Best Efforts ....................................................... 14
Shared Intellectual Property. The Shared Intellectual Property associated with both the FPBU and Seller's other business units will remain the property of Seller and will be considered part of the Excluded Assets and is subject to the terms of this Section 1.4.
Shared Intellectual Property. All Shared Intellectual Property and licenses relating thereto; and
Shared Intellectual Property. (a) SCHEDULE 6.23(a) contains, with respect to the Roll Handling Group and the Roll Handling Business, a complete and accurate list, including all filings, applications and registrations, of the following Shared Intellectual Property interests:
(i) all United States and foreign patents (the "Shared Patents") and patent applications ("Shared Patent Applications") currently held or used by the Roll Handling Group describing for each Shared Patent and Shared Patent Application its title, country of issue or pendency, patent or application number and filing and issue date;
(ii) all United States and foreign trademarks, trade names, service marks, service names, fictitious names, marks and logos, whether or not registered, currently held or used by the Roll Handling Group (the "Shared Marks") describing for each registered Shared Mar▇ ▇▇ Shared Mar▇ ▇▇th registration pending its name, country of registration or application, registration or application number, filing date and renewal date;
(iii) all computer software currently used by the Roll Handling Group, other than generally available "shrink wrap" personal computer software which has not been modified; and
(iv) all agreements or other arrangements pursuant to which the Roll Handling Group currently has, or since July 1, 1998 has had, any Shared Intellectual Property licensed or sublicensed to it or is otherwise currently permitted to use any Shared Intellectual Property of any other Person (through non-assertion, settlement or similar agreements or otherwise).
(b) The Purchased Assets and Retained Assets include all Shared Intellectual Property used, held for use or under development for use by or on behalf of the Roll Handling Group in the conduct of the Roll Handling Business. Except as set forth in SCHEDULE 6.23(b), Bal▇▇▇▇ ▇▇chnology exclusively owns free and clear of all Liens or has the exclusive right to exploit pursuant to an agreement or arrangement listed in SCHEDULE 6.23(a), all of the Shared Intellectual Property and except as set forth in SCHEDULE 6.23(a), the Roll Handling Group is not obligated to pay any royalty, license fee or other amount to use any Shared Intellectual Property. To the Knowledge of Bal▇▇▇▇, ▇o Person is currently interfering with, infringing upon, misappropriating or otherwise in conflict with, or has since July 1, 1998 interfered with, infringed upon, misappropriated or otherwise come into conflict with, any Shared Intellectual Property.
(c) After the Closing, all Shared...
Shared Intellectual Property. 11 3.5 Consents .................................................................... 11 3.6 Coordination of Public Announcements ........................................ 12 3.7 Consultation with Employee Representatives .................................. 12 3.8
Shared Intellectual Property. Prior to the Closing, Buyer and ABI shall negotiate in good faith and execute and deliver any mutually acceptable licenses of Intellectual Property shared between the ▇▇▇▇▇▇ International Business and the other businesses of ▇▇▇▇▇▇ Parent and its Subsidiaries (other than the JV and its Subsidiaries) immediately prior to the Closing, as may be necessary for (1) Buyer to continue operating the ▇▇▇▇▇▇ International Business and (2) ▇▇▇▇▇▇ Parent and its Subsidiaries to continue operating their businesses other than the Acquired Business, in each case following the Closing.
Shared Intellectual Property. TRW and SmarTire will share, under the terms and subject to the limitations of this Article 3, Intellectual Property Rights which both (a) relate to tire pressure sensing systems or components thereof, and (b) either TRW or SmarTire develops during the term of this Technical Cooperation Agreement ("Shared Intellectual Property").
Shared Intellectual Property. Seller hereby grants to Acquiror, on behalf of itself and its applicable Subsidiaries, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to all Intellectual Property used in the Snacks Business as of the Closing Date that is not included in the Wimbledon Assets; provided, however, that the foregoing will not be deemed to include a license (a) to any proprietary models for marketing, branding, consumer research, financial analysis, information technology systems and personnel management of Seller and its Affiliates, (b) for use of any Intellectual Property in any business other than the manufacture or sale of salty snacks products, (c) for the provision of any of the services under the Transition Services Agreement, or (d) for the Trademarks “P&G”, “Procter & ▇▇▇▇▇▇”, similar Trademarks and any other Trademark that includes the name of Seller or any of its Affiliates or businesses other than the Snacks Business, the items described in (a), (b), (c) and (d) above collectively constituting the “Background IP.” Seller will, within 60 calendar days following the execution of this Agreement, determine whether there are any restrictions on the ability of Seller to grant a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to the Patents identified in Section 4.25 of the Seller Disclosure Letter to Acquiror and its Affiliates for use after the Closing. Pursuant to Sections 1.01 and 1.05(a)(vii), Seller will Convey (or will cause any applicable Subsidiary to Convey) to Acquiror (or one or more Affiliates of Acquiror) the Patents identified in Section 4.25 of the Seller Disclosure Letter. In the event Acquiror identifies any other elements of Intellectual Property used in the Snacks Business as of the Closing Date that is not included in the Wimbledon Assets that it wishes to use in the business of the Acquiror and its Affiliates after the Closing, Acquiror will so notify Seller and the Parties will discuss in good faith the possible use of such Intellectual Property by Acquiror and its Affiliates after the Closing. The Parties will enter into such additional documentation as Acquiror reasonably requests in order to effectuate the foregoing license.