INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. Dated as of October 31, 2013 INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • November 6th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of October 31, 2013, by and between Harvard Bioscience, Inc., a Delaware corporation (“HBIO”), and Harvard Apparatus Regenerative Technology, a Delaware corporation and a wholly owned subsidiary of HBIO (“HART”). HBIO and HART are each referred to herein as a “Party” and collectively as the “Parties.”
EX-10.4 7 d150652dex104.htm EX-10.4 Execution Version INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • May 5th, 2020
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “IP Agreement”) is made and entered into effective as of March 4, 2016 (the “Effective Date”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation and wholly-owned subsidiary of Manitowoc ParentCo (“SpinCo”). Capitalized terms used and not otherwise defined in this IP Agreement have the meanings ascribed to such terms in Article 1 of the Separation Agreement (defined below).
EX-2.4 5 d452443dex24.htm EX-2.4 EXECUTION VERSION INTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between and Perspecta Inc. CONTENTS Article/Section PageIntellectual Property Matters Agreement • May 5th, 2020 • Delta
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM OPERATIONS LLC JULY 31, 2015Intellectual Property Matters Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of July 31, 2015 (“Effective Date” or “Contribution Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), and Lumentum Operations LLC, a Delaware limited liability company (“Lumentum”). Certain terms used in this Agreement are defined in Section 1.1.
EX-10.4 8 d223180dex104.htm EX-10.4 INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF [●]Intellectual Property Matters Agreement • May 5th, 2020 • Delaware
INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of June 3, 2020 by and between ECOLAB INC. and CHAMPIONX HOLDING INC.Intellectual Property Matters Agreement • June 4th, 2020 • ChampionX Corp • Construction, mining & materials handling machinery & equip • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of June 3, 2020 (the “Effective Date”), is entered into by and between Ecolab Inc. (“Everest”), on the one hand, and ChampionX Holding Inc. (“Newco”), on the other hand (each of Everest and Newco, a “Party,” and together, the “Parties”).
Dated March / 1 / 2022 Intellectual Property Matters Agreement between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.Intellectual Property Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (the “Agreement”) is made effective as of the Closing Date, by and between Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”). Each of Pluto and Spinco may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”
INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020Intellectual Property Matters Agreement • October 13th, 2020 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of October 8, 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • April 3rd, 2023 • Crane Co • Miscellaneous fabricated metal products • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 (the “Effective Date”), by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of February 1, 2021 between SAP SE and QUALTRICS INTERNATIONAL INC.Intellectual Property Matters Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
Article IDEFINITIONS Section 1.1 Definitions 1 Section 1.2 Internal References 5 Article IILicenses Section 2.1 License to SAP 5 Section 2.2 No Delivery 6 Section 2.3 Sublicensing Rights 6 Section 2.4 Assignment 6 Section 2.5 Bankruptcy Code Designation 6 Article IIICOVENANT NOT TO SUE Section 3.1 SAP Covenant 6 Section 3.2 No Assignment 7 Article IVCOVENANTS; RESPONSIBILITIES OF THE PARTIES Section 4.1 Sale of Intellectual Property Rights 7 Section 4.2 Ownership; Responsibility for Intellectual Property Rights 7 Section 4.3 Notice of Sublicense Restrictions 8 Section 4.4 Encumbrances 8 Section 4.5 IP Cross Licenses 8 Section 4.6 Confidentiality 8 Article VRepresentations and warranties Section 5.1 Mutual Warranties 8 Section 5.2 Disclaimer 8 Article VIterm and termination Section 6.1 Term 9 Section 6.2 No Other Termination 9 Section 6.3 Effect of Termination 9 Section 6.4 Survival 9 Article VIIDISPUTE RESOLUTION Section 7.1 Notice of Dispute 9
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • October 2nd, 2023 • Danaher Corp /De/ • Industrial instruments for measurement, display, and control • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be.
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN CONSOL ENERGY INC. AND CONSOL MINING CORPORATION. DATED AS OF NOVEMBER 28, 2017Intellectual Property Matters Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Delaware
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (“Agreement”) is dated as of November 28, 2017 (the “Effective Date”), by and between CONSOL Energy Inc., a Delaware corporation (“Parent”), and CONSOL Mining Corporation, a Delaware corporation (“CoalCo”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between SolarWinds Corporation and N-able, Inc. Dated as of July 16, 2021Intellectual Property Matters Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of July 16, 2021 and made effective as of the Distribution Date (the “Effective Date”), is entered into by and between SolarWinds Corporation (“Parent”), a Delaware corporation, and N-able, Inc. (“SpinCo”), a Delaware corporation. “Party” or “Parties” means Parent or SpinCo, individually or collectively, as the case may be.
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT BETWEEN THE PROCTER & GAMBLE COMPANY and THE FOLGERS COFFEE COMPANY dated as ofIntellectual Property Matters Agreement • August 7th, 2008 • Folgers Coffee CO • Miscellaneous food preparations & kindred products • Ohio
This Intellectual Property Matters Agreement (this “Agreement”) is executed as of , 2008, between The Procter & Gamble Company, an Ohio corporation (“Parent”) and The Folgers Coffee Company, a Delaware corporation (“Folgers”) (each a “Party,” and collectively, the “Parties”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT BETWEEN HALLIBURTON COMPANY and KBR, INC. Dated November 20, 2006Intellectual Property Matters Agreement • November 27th, 2006 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of the 20th day of November, 2006 by and between Halliburton Company, a Delaware corporation (“Halliburton”), and KBR, Inc., a Delaware corporation (“KBR”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or in the Master Separation Agreement (as defined below).
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • November 1st, 2018 • Trinity Industries Inc • Railroad equipment • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of October 31, 2018 (this “Agreement”), is by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation (“Arcosa”). Each of Trinity and Arcosa is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • November 4th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware
This Intellectual Property Matters Agreement (together with the Attachments hereto, this “Agreement”), is made as of the 16th day of August 2016, by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Technology, Inc., a Delaware corporation (“Abacus Technology”). Each of Parent and Abacus Technology is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF MARCH 31, 2022Intellectual Property Matters Agreement • April 6th, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of March 31, 2022 (the “Effective Date”), is by and between Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Embecta Corp., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties” and each, a “Party”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022Intellectual Property Matters Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of April 4, 2022 (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). “Party” or “Parties” means Enovis or ESAB, individually or collectively, as the case may be.
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of April 24, 2015 (the “Effective Date”), and is by and among Windstream Services, LLC, a Delaware limited liability company, individually and on behalf of its subsidiaries that may hold certain intellectual property as described herein (“Licensor”), CSL National, LP, a Delaware limited partnership (“CSL”), and Talk America Services, LLC, a Delaware limited liability company (“TRS” and, together with CSL and their respective permitted successors and assigns, “Licensee”). Licensor and Licensee are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.” All terms used but not defined herein, shall have the meaning set forth in the Separation Agreement (as defined below).
INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and KEYSIGHT TECHNOLOGIES, INC. Dated as of August 1, 2014Intellectual Property Matters Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of August 1, 2014 (“Effective Date”), by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”). Agilent and Keysight are each a “Party” and collectively, the “Parties”. Each reference to the words “Party” or “Parties” herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.
INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between DANAHER CORPORATION and ENVISTA HOLDINGS CORPORATION Dated as of September 19, 2019Intellectual Property Matters Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Envista Holdings Corporation (“Envista”), a Delaware corporation. “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be.
AMENDED AND RESTATEDINTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF FEBRUARY 10, 2017 BY AND BETWEEN COMPUTER SCIENCES CORPORATION AND CSRA INC.Intellectual Property Matters Agreement • May 26th, 2017 • Computer Sciences Corp • Services-computer integrated systems design
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND AMONG EBAY INC., EBAY INTERNATIONAL AG, PAYPAL HOLDINGS, INC., PAYPAL, INC., PAYPAL PTE. LTD. AND PAYPAL PAYMENTS PTE. HOLDINGS S.C.S. DATED AS OF JULY 17, 2015Intellectual Property Matters Agreement • July 20th, 2015 • Ebay Inc • Services-business services, nec • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (“Agreement”), dated as of July 17, 2015, is by and among eBay Inc., a Delaware corporation (“eBay”), eBay International AG, a company organized under the laws of Switzerland (“eBay AG”), PayPal Holdings, Inc., a Delaware corporation (“PayPal”), PayPal, Inc., a Delaware corporation (“PPI”), PayPal Pte. Ltd., a company organized under the laws of Singapore (“3PL”), and PayPal Payments Pte. Holdings S.C.S., a company organized under the laws of Luxembourg (“PPLUX”) (collectively, the “Parties” and each, individually, a “Party”). Unless otherwise defined herein, all capitalized terms used in this Agreement will have the meanings set forth in Exhibit A. Any capitalized term used and not otherwise defined in this Agreement will have the meaning ascribed to such term in the Separation and Distribution Agreement between eBay and PayPal, dated as of June 26, 2015 (the “Separation and Distribution Agreement”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. Verigy LTD. and VERIGY (SINGAPORE) PTE. LTD. Dated as of June 1, 2006Intellectual Property Matters Agreement • June 6th, 2006 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of June 1, 2006, by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), Verigy Ltd., a company organized under the laws of Singapore (“Verigy”) and Verigy (Singapore) Pte. Ltd., a company organized under the laws of Singapore and a wholly owned subsidiary of Verigy (“Verigy IP Sub”). Agilent, Verigy and Verigy IP Sub are each a “Party” and collectively, the “Parties”. Each reference to the words “Party” or “Parties” herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of February 15, 2021 (the “Execution Date”), by and among Rexnord Corporation, a Delaware corporation (“Remainco”), Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (“Spinco”), and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”), and, with the exception of Section 2(a)(iv) and Section 3(a) with respect to RBS, and with the exception of Section 2(c), will be effective as of the Separation Effective Time and is contingent on Closing (“Effective Date”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND...Intellectual Property Matters Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is made by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
ContractIntellectual Property Matters Agreement • December 24th, 2020
Pursuant to an Intellectual Property Matters Agreement to be executed at the Closing, each of Nielsen and Purchaser will provide to each other a worldwide, royalty-free license to certain patents and other intellectual property rights to use, make, sell or import certain products related to Connect and the retained Nielsen business, respectively, in certain cases subject to field of use limitations.
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Intellectual Property Matters Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2016 (the “Effective Date”), is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Fortive Corporation (“Fortive”), a Delaware corporation. “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be.
ContractIntellectual Property Matters Agreement • March 20th, 2018
INTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF [l], 2015 by and between COMPUTER SCIENCES CORPORATION and COMPUTER SCIENCES GOVERNMENT SERVICES INC.Intellectual Property Matters Agreement • November 6th, 2015 • Computer Sciences Government Services Inc. • Services-computer integrated systems design • Massachusetts
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of November [l], 2015 (the “Effective Date”), by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and Computer Sciences Government Services Inc., a Nevada corporation (“Computer Sciences GS”). Each of CSC and Computer Sciences GS is sometimes referred to herein as a “Party” and collectively as the “Parties”.
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT between SARA LEE CORPORATION and HANESBRANDS INC.Intellectual Property Matters Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • Illinois
This Intellectual Property Matters Agreement (this “Agreement”), dated as of [ ], 2006, is by and between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), and Hanesbrands Inc., a Maryland corporation (“HBI”).
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • April 12th, 2022 • Warner Bros. Discovery, Inc. • Cable & other pay television services • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of April 8, 2022, is made and entered into by and between AT&T Inc., a Delaware corporation (“AT&T”) and AT&T Intellectual Property LLC, a Delaware corporation (“IP HoldCo”, and together with AT&T, the “AT&T Parties”), on the one hand, and Magallanes, Inc., a Delaware corporation (“Spinco”), on the other hand.
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and KEYSIGHT TECHNOLOGIES, INC. Dated as of [·], 2014Intellectual Property Matters Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of [·], 2014 (“Effective Date”), by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”). Agilent and Keysight are each a “Party” and collectively, the “Parties”. Each reference to the words “Party” or “Parties” herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.
