Acquirer Intellectual Property definition

Acquirer Intellectual Property means the Patent Rights and Know-How owned or controlled by a Third Party acquirer of AEVI or KKC, as the case may be, immediately prior to a Change of Control transaction, and Inventions thereto following the effective date of such Change of Control.
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Acquirer Intellectual Property shall have the meaning specified in Section 4.14.
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Acquirer Intellectual Property means Intellectual Property incorporated into any product of Acquirer or otherwise used in the business of Acquirer (except "off the shelf" or other software widely available through regular commercial distribution channels at a cost not exceeding $10,000 on standard terms and conditions, as modified for Acquirer's operations). Section 4.10(c) of the Acquirer Disclosure Schedule lists:
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Examples of Acquirer Intellectual Property in a sentence

  • To the Knowledge of the Acquirer Parties, the use of the Acquirer Intellectual Property by the Acquirer Entities in the operation of the business of each of the Acquirer Entities as presently conducted does not infringe upon or misappropriate any Intellectual Property of any other Person, except for such matters that would not be material to the Acquirer Entities, taken as a whole.

  • Acquirer has not received any notice that the Acquirer Intellectual Property infringes or otherwise violates any patent, copyright, trade secret, trademark or other proprietary right of any third party.


More Definitions of Acquirer Intellectual Property

Acquirer Intellectual Property means any Patents or Know-How Controlled by the Acquirer (or any other Affiliate of Xencor that becomes an Affiliate through any Change of Control of Xencor) that were Controlled by the Acquirer or such other Affiliate (and not Xencor) immediately prior to such Change of Control (other than as a result of a license or other grant of rights, covenant or assignment by Xencor or its other Affiliates to, or for the benefit of, the Acquirer or such Affiliate). For purposes of this Section 9.9.1, references in the definition of “Control” to “a Party” will be deemed to include the Acquirer and its Affiliates. [***] = CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. ​
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Acquirer Intellectual Property means, with respect to an Acquirer, (i) all Intellectual Property (A) owned by, or licensed by a Third Party to, such Acquirer immediately prior to the consummation of the Change of Control involving such Acquirer and a Party or (B) acquired by, or licensed to, such Acquirer from a Third Party after the consummation of the Change of Control involving such Acquirer and a Party and (ii) all Intellectual Property conceived, discovered, invented, made or first reduced to practice by the Acquirer (or on behalf of Acquirer by a Third Party) after the consummation of the Change of Control involving such Acquirer and a Party, other than in the course of the performance of the Research or using or practicing Project Intellectual Property. Notwithstanding the foregoing, Acquirer Intellectual Property shall not include a) any Intellectual Property that constitutes the Background Intellectual Property of the Acquired Party before or on the date of the consummation of the Change of Control involving such Acquirer and a Party or b) any Intellectual Property that constitutes Project Intellectual Property before, on or after the date of the consummation of the Change of Control involving such Acquirer and a Party.
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Acquirer Intellectual Property means the Patent Rights and Know-How owned or controlled by a Third Party acquirer of AEVI or KKC, as the case may be, immediately prior to a
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Acquirer Intellectual Property means the Patent Rights and Know-How owned or controlled by a Third Party acquirer of Medgenics or
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Acquirer Intellectual Property means the Acquirer Owned Intellectual Property and Acquirer Licensed Intellectual Property.
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Related to Acquirer Intellectual Property

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • 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.

  • New Intellectual Property means all data, discoveries, developments, inventions (whether patentable or not), improvements, methods of use or delivery, processes, know-how, or trade secrets which are generated, conceived, reduced to practice or otherwise made by or on behalf of Recipient as a result of the conduct of the Research Plan or as a result of the use of any Data Set provided to Recipient under this Agreement.

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • Other Intellectual Property means all trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and privacy and other general intangibles of like nature, now or hereafter acquired, owned, developed or used by any Grantor.

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Company Intellectual Property means any Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • 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.

  • 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.

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

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

  • 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.

  • Licensed Intellectual Property Rights means all Intellectual Property Rights owned by a third party and licensed or sublicensed to either the Company or any of its Subsidiaries.

  • Parent Intellectual Property means any Intellectual Property that is owned by, or exclusively licensed to, Parent.

  • Business Intellectual Property means the Licensed Intellectual Property and the Owned Intellectual Property.

  • Owned Company Intellectual Property means that portion of the Company Intellectual Property and Company Intellectual Property Rights that is owned by the Company Entities.

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Joint Intellectual Property means, collectively, Joint Know-How and Joint Patents.

  • Company Owned Intellectual Property means all Intellectual Property owned by the Company.

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Intellectual Property Right means any patent, patent right, trademark, trademark right, trade name, trade name right, service xxxx, service xxxx right, copyright and other proprietary intellectual property right and computer program.

  • 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.