Acquired Proprietary Rights definition

Acquired Proprietary Rights means all of the Company's and its Subsidiaries' Proprietary Rights related to the Business, including, without limitation, those set forth on Schedule 3.17(a) to this Agreement.
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Acquired Proprietary Rights has the meaning given to such term in Section 2.1(h).
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Examples of Acquired Proprietary Rights in a sentence

  • Except as set forth on Schedule 3.17(a), the Acquired Proprietary Rights consists of all of the Proprietary Rights necessary for the operation of the Business in the manner in which and to the extent to which it is currently being conducted.

  • To Seller’s knowledge, there are no current proceedings or actions pending as of the date hereof before any court or tribunal (including the USPTO or equivalent Governmental Authority anywhere in the world) related to any of the Acquired Proprietary Rights.

  • Section 3.9(b)(i)(A) of the Seller Disclosure Schedules lists all of the Patents owned by or purported to be owned by Seller or any of its Affiliates and included in the Acquired Proprietary Rights (the “Acquired Patents”), setting forth in each case the jurisdictions in which Issued Patents have been issued and Patent Applications have been filed and a list of any filings or payment of fees that are due to any Governmental Authority during the ninety (90) day period following the Closing.

  • No funding, facilities or personnel of any Governmental Authority, including any university or college, were used to develop or create, in whole or in part, any Acquired Proprietary Rights or any Business Product.

  • To Seller’s Knowledge, no Acquired Proprietary Rights have been infringed or misappropriated by any Person.

  • The Seller is not and has never been, and to Seller’s Knowledge no previous owner of the Acquired Proprietary Rights was, a member or promoter of, or a contributor to or made any commitments or agreements regarding any patent pool, industry standards body, standard setting organization, industry or other trade association or similar organization, in each case that requires or obligates Seller to grant or offer to any other Person any license or right to the Acquired Proprietary Rights.

  • No Person that has received any Trade Secrets included in the Acquired Proprietary Rights from Seller has refused to provide to Seller, after Seller’s formal written request therefore, a certificate of return or destruction of any documents or materials containing such Trade Secrets.

  • Seller has not disclosed any material Trade Secrets in which Seller has (or purports to have) any right, title or interest (or any tangible embodiment thereof) and that are included in the Acquired Proprietary Rights to any Person without having the recipient thereof execute a written agreement regarding the non-disclosure and non-use thereof, except as permitted by such agreement.

  • The execution, delivery or performance of this Agreement or any ancillary agreement contemplated hereby, the consummation of the transactions contemplated by this Agreement or such ancillary agreements and the satisfaction of any closing condition will not contravene, conflict with or result in any termination of or new or additional limitations on the Purchaser’s right, title or interest in or to the Acquired Proprietary Rights.

  • Since October 20, 2008, Seller has not brought or resolved any action, suit, claim or proceeding for infringement of any Acquired Proprietary Rights or breach of any license or other Contract involving the Acquired Proprietary Rights against any Person.

Related to Acquired Proprietary Rights

  • Proprietary Rights means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Intellectual Property Right means, including but not limited to, any patent, registered design, copyright, trademark, trade secrets and any other intellectual or industrial property right as well as the right to apply to register any of the mentioned rights.

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • Acquired Intellectual Property has the meaning given in Section 2.1(b).

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Owned Intellectual Property Rights means any and all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

  • Intellectual Property Licenses means all licenses, sublicenses and other agreements by or through which other Persons, including Seller’s Affiliates, grant Seller exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Business IP means all Intellectual Property Rights and Intellectual Property necessary for, primarily used in or primarily held for use in the conduct of the Business as currently conducted by Seller.

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Property Rights means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration of the Property, or for the purpose of placing the Property into production or continuing production therefrom;

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company by any third party.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted to which Seller is a party, beneficiary or otherwise bound.

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • Intellectual Property License Agreement means the license agreement with respect to certain Excluded Intellectual Property, substantially in the form of Exhibit B attached hereto.

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

  • Intellectual Property Rights or IPR means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, designs, Know-How, trade secrets and other rights in Confidential Information; applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and all other rights having equivalent or similar effect in any country or jurisdiction;

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • Company Intellectual Property Rights means Intellectual Property Rights owned by or purported to be owned by, or exclusively licensed to, the Company or any of its Subsidiaries.

  • Company IP Rights means (a) any and all Intellectual Property used in the conduct of the business of the Company or any of its Subsidiaries as currently conducted, and (b) any and all other Intellectual Property owned by the Company or any of its Subsidiaries.

  • IP Ancillary Rights means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.