Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "INT'X.XXX INTELLECTUAL PROPERTY" consists of the following intellectual property:
(i) all patents, trademarks, trade names, service marks, trade dress, copyrights and any renewal rights therefor, mask works, schematics, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing;
(ii) all documents, records and files relating to design, end user documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein;
(iii) all other tangible or intangible proprietary information and materials; and
(iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of INT'X.xxx or any Material INT'X.xxx Subsidiary or that are being used, and/or have been used since January 1, 1999, or are currently under development by or for INT'X.xxx or any Material INT'X.xxx Subsidiary for use, in the business of INT'X.xxx or any Material INT'X.xxx subsidiary as it has been, is currently or is currently planned to be conducted in 2000; PROVIDED, HOWEVER, that the term INT'X.xxx Intellectual Property does not include any commercially available third party software or related intellectual property.
(b) Section 3.5 of the INT'X.xxx Disclosure Schedule lists: (i) all patents, copyright registrations, mask works, registered trademarks, registered service marks, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in INT'X.xxx Intellectual Property and owned by or on behalf of INT'X.xxx or any Material INT'X.xxx Subsidiary; (ii) all hardware products and tools, software products and tools and services that are currently published, offered, or under development by INT'X.xxx or any Material INT'X.xxx Subsidiary; and (iii) all licenses, sublicenses and other agreements to which INT'X.xxx is a party and pursuant to which INT'X.xxx or any Material INT'X.xxx Subsidiary or any other person is authorized to use any INT'X.xxx Intellectual Property or exercise any other right with regard thereto.
Technology and Intellectual Property Rights. (i) The "Duck Intellectual Property" consists of the following: all patents, trademarks, trade names, service marks, mask works, domain names, copyrights and any renewal rights, applications and registrations for any of the foregoing, and all trade dress, supplier lists, trade secrets, know-how, moral rights, computer software programs or applications (in both source and object code form) owned by Duck; C all goodwill associated with trademarks, trade names service marks and trade dress owned by Duck; D all software and firmware listings, and updated software source code, and complete system build software and instructions related to all software described herein owned by Duck; E all documents, records and files relating to design, end user documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein owned by Duck; F all other tangible or intangible proprietary information and materials owned by Duck; and G all license and other rights in any third party product, intellectual property, proprietary or personal rights, documentation, or tangible or intangible property, including without limitation the types of intellectual property and tangible and intangible proprietary information described in (A) through (E) above that are being, and/or have been, used, or are currently under development for use, in the business of Duck as it has been, is currently or is currently anticipated to be (up to the Closing), conducted. Duck Intellectual Property described in clauses (A) to (E) above is referred to herein as "Duck Owned Intellectual Property" and Duck Intellectual Property described in clause (F) above is referred to herein as "Duck Licensed Intellectual Property." Unless otherwise noted, all references to "Duck Intellectual Property" shall refer to both Duck Owned Intellectual Property and Duck Licensed Intellectual Property.
(ii) SCHEDULE 3.01(f) lists: (i) all patents, registered copyrights, trademarks, service marks, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in the Duck Owned Intellectual Property; (ii) all hardware products and tools, software products and tools, and services that are currently published, offered, or under development by Duck; (iii) all material licenses, sublicenses and other agreements to which Duck is a party and pursuant to which any other person is authorized to have ac...
Technology and Intellectual Property Rights. (i) all patents, trademarks, trade names, service marks, trade dress, copyrights and any renewal rights therefor, mask works, schematics, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights, and applications and registrations for any of the foregoing;
(ii) all documents, records and files relating to design, end user documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein;
(iii) all other tangible or intangible proprietary information and materials; and
(iv) all license and similar rights in any third party product or any third party intellectual property of the types described in (i) through (iii) above; that are owned or held by Excell or that are being, and/or have been, used, or are currently under development for use, in the business of Excell as it has been, is currently or is currently planned to be conducted; provided, however, that Excell Intellectual Property will not include any commercially available third party software or related intellectual property.
(b) Section 3.5 of the Excell Disclosure Schedule lists: (i) all patents, copyright registrations, mask works, registered trademarks, registered service marks, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in Excell Intellectual Property and owned by Excell; (ii) the general types of hardware products and tools, software products and tools and services that are currently published, offered, or under development by Excell; and (iii) all licenses, sublicenses and similar agreements to which Excell is a party and pursuant to which Excell or any other person (as used in this Agreement, the term "person" includes any entity) is authorized to use any Excell Intellectual ------ Property. The disclosures described in (iii) hereof include the identities of the parties to the relevant agreements, a description of the nature and subject matter thereof, the term thereof and the applicable royalty or summary of any formula or procedure for determining such royalty.
(c) Excell Intellectual Property that is necessary for the conduct of its business as now being conducted consists solely of items and rights that are either: (i) owned solely by Excell; (ii) in the public domain; or (iii) rightfully used and authorized for use by Excell and its successors pursuant to a va...
Technology and Intellectual Property Rights. (i) Schedule M contains a list of INTELLECTUAL PROPERTY which includes the following:
(1) all patents, domain names, trademarks, trade names, trade dress and service marks, and any applications and registrations for any of the foregoing, that is included in the OWNED INTELLECTUAL PROPERTY;
(2) all registered and unregistered copyrights, and applications for registered copyrights for any OWNED INTELLECTUAL PROPERTY;
(3) all material products and services that currently are published and/or offered by it, or that are currently under development by it and scheduled to be commercially released or offered prior to the CLOSING DATE;
(4) all licenses and sublicenses of the OWNED INTELLECTUAL PROPERTY;
(5) all LICENSED INTELLECTUAL PROPERTY and any sublicenses thereto; and
(6) any material obligation of exclusivity, non-competition, non-solicitation, first negotiation or "most favoured nation" or "equally favoured nation" (e.g., obligating it to provide terms as favourable or more favourable as granted to others) to which it is subject under any agreement that does not fall within the ambit of (4) or (5) in this paragraph.
(ii) BPO has the right to use all INTELLECTUAL PROPERTY used or held for use in the conduct of its business without any conflict with the rights of others. All products and technology that have been or currently are published and/or offered by it or are under development by it, and all products and/or technology underlying any and all services that have been or currently are offered by it or are under development by it is either: (1) owned by it, (2) in the public domain, or (3) rightfully used by the it pursuant to a valid written license or other agreement.
(iii) BPO is not, as a result of the execution or delivery of this Agreement and/or the ancillary agreements, nor the performance of its obligations under them will cause it to be in violation of any license, sublicense or other agreement relating to the INTELLECTUAL PROPERTY or of any non-disclosure agreement to which it is a party or otherwise bound.
(iv) BPO is not obligated to provide any financial consideration or other consideration to any third party, nor is any third party otherwise entitled to any financial consideration or other consideration, with respect to any exercise of rights by it or its successors in the INTELLECTUAL PROPERTY.
(v) BPO's use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any OWNED INTELLECTUAL PR...
Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "CTN Intellectual Property" consists of the following intellectual property:
(i) all United States and foreign patents, trademarks, trade names, URLs, domain names, service marks, trade dress, moral and economic rights, copyrights, whether registered or unregistered, and any renewal rights therefor, mask works, inventions, schematics, databases, technical data, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing;
(ii) all documents, records and files relating to design, development, license, end user and other documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein;
(iii) all other tangible or intangible proprietary information and materials; and
(iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of CTN or that are being, or have been, used, or are currently under development for use, in the business of CTN as it has been, is currently or is currently planned to be conducted; provided, however, that CTN Intellectual Property will not include any commercially available "off the shelf" standard third party software or related intellectual property (the "Standard Software").
(b) Section 3.5 of the CTN Disclosure Schedule lists: (i) all patents, copyright registrations, mask works, trademarks, service marks, domain names, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in CTN Intellectual Property and owned by or on behalf of CTN; (ii) all hardware products and tools, software products and tools and services that are currently published, offered, or under development by CTN; and (iii) all licenses, sublicenses and other agreements to which CTN is a party and pursuant to which CTN or any other person is authorized to use any CTN Intellectual Property or exercise any other right with regard thereto. The disclosures described in (iii) hereof include the identities of the parties to the relevant agreements, a description of the nature and subject matter thereof, the term thereof and the applicable royalty or summary of any formula or procedure for determining such royalty.
(c) CTN Intellectual Property...
Technology and Intellectual Property Rights. (i) Schedule E contains a list of the Intellectual Property which includes the following:
(A) all patents, domain names, trademarks, trade names, trade dress and service marks, and any applications and registrations for any of the foregoing, that is included in the Owned Intellectual Property;
(B) all registered copyrights, and applications for registered copyrights for any Owned Intellectual Property;
(C) all material products and services that currently are published and/or offered by the company, or that are currently under development by the company and scheduled to be commercially released or offered within six (6) months of the Closing Date;
(D) all material licenses and sublicenses of Owned Intellectual Property;
(E) all Licensed Intellectual Property (other than license agreements for standard "shrink wrapped, off the shelf," commercially available, third party products used by the company) and any sublicenses thereto; and
(F) any material obligation of exclusivity, non-competition, non-solicitation, first negotiation or "most favoured nation" or "equally favoured nation" (e.
Technology and Intellectual Property Rights. (a) The "LLC INTELLECTUAL PROPERTY" consists of the following:
Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, “Adaytum Intellectual Property” consists of the following intellectual property:
Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, “Celsys Intellectual Property” consists of the following:
Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "HT INTELLECTUAL PROPERTY" consists of the following intellectual property:
