Acquirer IP definition

Acquirer IP has the meaning set forth in Section 13.3.2.
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Acquirer IP means all Know-How and Patents Controlled by an Acquiring Organization of Tarsus, except for: (a) Know-How and Patents that are included in the definitions of Licensed Know-How and Licensed Patents, respectively, immediately prior to the closing of the Acquisition of Tarsus; and (b) [***].
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Acquirer IP has the meaning set forth in Section 4.07(b).
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Examples of Acquirer IP in a sentence

  • The consummation of the transactions contemplated hereunder will not result in the loss or impairment of any rights of the Acquirer or any of its Subsidiaries under any of the Acquirer IP Agreements, except as would not reasonably be expected to have, individually or in the aggregate, an Acquirer Material Adverse Effect.

  • Except as would not be reasonably be expected to have, individually or in the aggregate, an Acquirer Material Adverse Effect, (i) the conduct of the businesses of the Acquirer and any of its Subsidiaries has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property of any other Person; and (ii) to the Knowledge of the Acquirer, no third party is infringing upon, violating or misappropriating any Acquirer IP.

  • The Acquirer and its Subsidiaries are not subject to any outstanding Order that restricts or impairs the use of any Acquirer IP, except where compliance with such Order would not reasonably be expected to have, individually or in the aggregate, an Acquirer Material Adverse Effect.

  • The Acquirer and each of its Subsidiaries has taken reasonable steps to maintain the Acquirer IP and to protect and preserve the confidentiality of all Trade Secrets included in the Acquirer IP, except where the failure to take such actions would not reasonably be expected to have, individually or in the aggregate, an Acquirer Material Adverse Effect.

  • Section 4.07(d) of the Acquirer Disclosure Letter contains a complete and accurate list of all Acquirer IP Agreements other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf Software that has not been modified or customized by a third party for the Acquirer or any of its Subsidiaries.

  • Notwithstanding the foregoing in this Section 5.4.1, Acquirer IP shall not be included within Licensed Technology or Amgen Abandoned Product Technology if it is part of a Distracting Program that is Divested pursuant to Section 4.3.1 or part of a Distracting Program [***] under Section 4.4 (except that Patents that are part of a Distracting Program [***] under Section 4.4 that [***] shall be [***]).

  • The scale was based on three sub-dimensions-affective, continuance, and normative- and includes six items for each of them.

  • Licensor shall cause each Acquirer to refrain from filing a claim or commencing a suit, action or proceeding based upon an assertion of infringement of any Excluded Acquirer IP against AbbVie or its Affiliates or its or their Sublicensees based upon AbbVie or its Affiliates or its or their Sublicensees exercising their rights or performing their obligations under this Agreement.

  • Such Acquirer IP Rights are sufficient for the conduct of Acquirer’s business, and the consummation of the Merger and the other transactions contemplated by this Agreement will not result in any termination or other material restriction being imposed on any such rights.

  • Officers of those entities could have elected not to give effect to provisions which were adopted expressly for the purpose of foreclosing third party access to the best ash in SEQ from an SEQ power station.


More Definitions of Acquirer IP

Acquirer IP shall have the meaning described in Section 5.4.
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Related to Acquirer IP

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Licensed IP means the Licensed Patents and the Licensed Know-How.

  • Company IP means all Intellectual Property Rights and Intellectual Property owned by or exclusively licensed to the Company.

  • Business IP means Intellectual Property Rights that are used in and material to the Acquired Business as currently conducted and as currently proposed to be conducted.

  • Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

  • Vendor IP means all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor’s provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction-to-practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer.

  • Excluded Technology means the Technology listed on Exhibit C.

  • IPR means all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, and other rights protecting data, information or intangible property throughout the world.

  • Developed IP means any Intellectual Property Rights that are conceived or reduced to practice, or otherwise created or developed, by or on behalf of a Party, its Affiliates or sublicensees, alone or together with one or more Third Parties, during the Term in connection with the Development, Manufacture, or use of the Compound or any Product.

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • Owned IP means all of the Intellectual Property owned, or purported to be owned, by a Credit Party or any Subsidiary of a Credit Party.

  • Foreground IPR means any and all Intellectual Property Rights generated individually by either of the Parties or by jointly both of the Parties in the execution of the Contract.

  • Licensed Technology means the Licensed Patents and the Licensed Know-How.

  • 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.

  • Licensor Technology means the Licensor Patents, the Licensor Know-How, Licensor Materials, and Non-Patent Rights Controlled by Licensor or its Affiliates embodied in Licensor Know-How or Licensor Materials.

  • Product Technology means the Product Know-How and Product Patents.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Foreground IP means IP and IP Rights conceived, developed or created by, for or with Seller either alone or with third parties, in the performance of this Contract, including modifications to any Buyer Specification suggested by Seller.

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.