Acquired IP definition

Acquired IP has the meaning set forth in Section 1.1(b).

Acquired IP means all of Seller's Intellectual Property as of the Effective Date and as of the Closing (as defined below), including without limitations, the patents, patent applications and know-how identified as such in Schedule 1.1 attached hereto.

Acquired IP means Intellectual Property licensed by or acquired by Licensee or any Affiliate thereof from a third-party, provided it is not based on, derived from, inseparably or exclusively combined with, or inextricably embedded in any Licensor IP or in which any Licensor IP is inextricably embedded, or (b) owned, or the rights to which are owned, by the surviving company referenced in clause (a) or the acquirer of assets under clause (b) of the definition of “Change of Control Event”.

Examples of Acquired IP in a sentence

• The Acquired IP shall include, without limitation, the Intellectual Property identified in Schedule 3.13 and any Acquired IP that is identified in Schedule 2.1.

• The Acquired IP constitutes all of the Seller Intellectual Property.

• For the avoidance of doubt, as between the parties, any new versions, releases, modifications, enhancements, or improvements of software that form part of the Acquired IP that are developed following the Closing and all Intellectual Property thereto (“Acquired IP Improvements”), shall be the sole and exclusive property of Buyer, regardless of who authors, invents, creates, or develops the same, and Sellers hereby assign to Buyer all right, title, and interest in and to the Acquired IP Improvements.

• For the avoidance of doubt, any such Patent is part of the other Party’s Acquired IP.

• Seller has at all times carried on its business and affairs related to the Acquired IP in all material respects in accordance with its organizational documents and all applicable Legal Requirements, and has not breached or violated, and is not in breach or violation, of its organizational documents or applicable Legal Requirements in a manner which may materially and adversely affect Seller in connection with the Acquired IP.

More Definitions of Acquired IP

Acquired IP means (i) the Intellectual Property Registrations; (ii) unregistered trademarks owned or used by Parent (primarily in respect of the Business) or the Companies; and (iii) all proprietary Software owned by or the use of which is licensed to Parent (primarily in respect of the Business) or the Companies.

Acquired IP shall have the meaning set forth in Section 2.0l (a)(iv).

Acquired IP means all Information, know-how, intellectual property, including Improvements and any and all inventions, patents, copyrights and trademarks and other rights, in each case necessary for the performance of the activities set forth in this Agreement and the applicable Development Plan and over which one Party acquires Control during the Term.

Acquired IP means all Program IP owned by Exicure or its Affiliate Exicure Operating Company, a Delaware corporation as of the Closing Date.

Acquired IP means any Patents and/or Information that (a) a Party Controls immediately following an Acquisition that it did not Control immediately preceding the date of the Acquisition, or (b) is owned or Controlled by an Acquiror (as defined in Section 1.10) of a Party and exists immediately prior to the date of the Change of Control.

Acquired IP means (a) the Trademarks “LEERINK,” “LEERINK PARTNERS” and “MEDACORP”, (b) all Trademarks that are variations of, derived from, or confusingly similar to the Trademarks described in clause (a), and (c) Internet domain names and social media accounts that include in their name any of the Trademarks described in clauses (a) or (b). Acquired IP includes the Trademarks, Internet domain names and social media accounts set forth in Section 2.8(a) of the Sellers Disclosure Schedule.

Acquired IP means collectively, the Acquired Domain Names, Acquired Patents, Acquired Trademarks, Acquired Copyrights and Trade Secrets and Acquired Other Intellectual Property. The term “Acquired IP” includes all rights and licenses granted to Seller and its Affiliates by current and former employees and contractors of the Seller and its Affiliates under any Intellectual Property used in connection with the conduct of the Business which Intellectual Property was not assignable or transferrable by such employees and contractors to Seller or any of its Affiliates under Applicable Law.