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 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 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.

  • 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.

  • 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.

  • 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.

  • Acquirer owns or has the right to use, --------------------- or after the Effective Time will own or have the right to use, all Intellectual Property Rights (as defined below) required for the conduct of its business as presently conducted (such Intellectual Property Rights being hereinafter collectively referred to as the "Acquirer IP Rights") and Acquirer's rights to use, sell or license the Acquirer IP Rights are reasonably sufficient for the conduct of such business.

  • 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 execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any Acquirer IP Right (the "Acquirer IP Rights Agreements"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Acquirer IP Right or materially impair the right of Acquirer or any Subsidiaries to use, sell or license any Acquirer IP Right or portion thereof.

  • 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.

  • Acquirer IP shall not be included within the Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party) unless otherwise mutually agreed in writing by the Parties.


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 to which the Company otherwise has a right to use.

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

  • Licensed IP means the Intellectual Property owned by any person other than the Corporation and to which the Corporation has a license which has not expired or been terminated;

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

  • Business IP means all (i) Intellectual Property used in, held for use in, or necessary for the operation of the Company Group’s business as currently conducted and (ii) Company Intellectual Property.

  • Company Technology means all Technology owned or purported to be owned by the Company.

  • 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.

  • IPR means all patents, utility models, identification marks including trade marks, trade names, service marks, domain names, rights to prevent passing off, registered designs, design rights, copyrights, database rights, topography rights, confidential information for any of the aforementioned (including data, know-how and formulations) and any applications for any of the aforementioned and any similar right recognised from time to time with all rights of action for infringement in all countries in the world, together with all renewals and extensions

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

  • 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 IPRs that are generated as a result of the activities conducted within the framework of the Project concerned as specified in the corresponding Project Agreement;

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

  • 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, Product IP, and Licensor’s rights in the Program IP and Joint Patents.

  • 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 all intellectual property and Intellectual Property Rights generated under these Terms; and

  • 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.

  • 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.

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Parent IP means all Intellectual Property Rights that are owned or purported to be owned by, assigned to, or exclusively licensed by, Parent or its Subsidiaries.