Business IP Assets definition

Business IP Assets means (i) the registered trademarks and applications and registered Internet domain names set forth on Schedule 6.12, (ii) all Intellectual Property (other than Patents and Jointly-Owned Software) owned by Seller and its Subsidiaries (other than the Company) exclusively or primarily relating to or exclusively or primarily used in the Business as of the Signing Date and/or Closing Date, including the Business Exclusive Software; (iii) a one-half, equal and undivided joint ownership interest in and to all Intellectual Property (other than Patents, Marks and Domain Names) owned by Seller or its Subsidiaries and embodied or incorporated, as of the Signing Date and/or Closing Date, in any software of both (A) any product or service of the Business and (B) any product or service of the Seller or its Subsidiaries (other than products or services of the Business), but in all cases in this clause (iii) excluding (x) those items set forth as Excluded Assets on Schedule 6.12, and (y) Business Exclusive Software (the foregoing Intellectual Property, “Jointly-Owned Software”) without any duty to account for profits or other compensation relating thereto (including for unjust enrichment) to the other Party (and each Party hereby expressly waives any such duty to account for profits or other compensation); and (iv) a copy of all physical and tangible materials, including software, code and documentation, embodying any of the items in clauses (ii) or (iii). Notwithstanding the foregoing, Business IP Assets shall exclude those items set forth as Excluded Assets on Schedule 6.12.
Sample 1Sample 2
Business IP Assets means (a) the Patents owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule; (b) all unregistered Copyrights owned by the Group Companies; (c) the Trademarks owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule and the goodwill of the Business associated with such Trademarks; (d) all Trade Secrets that are owned by the Group Companies; (e) the Software owned by the Group Companies; and (f) the Domain Names owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule.
Sample 1Sample 2
Business IP Assets means the Acquired Assets and Intellectual Property licensed under the Shared Technology License Agreement.
Sample 1Sample 2

Examples of Business IP Assets in a sentence

  • On October 21, 2014, the Board of Directors of Mylan received the written opinion of Centerview Partners LLC, dated as of October 21, 2014 that, as of such date and subject to the assumptions, qualifications and limitations set forth therein, the payment of the Consideration Shares to the French Business IP Seller and the Share Sellers for the French Business IP Assets and the Acquired Shares pursuant to the Original Transaction Agreement is fair, from a financial point of view, to Mylan.

  • As of the Closing Date, all Business IP Assets will be exclusively owned or, in the case of Jointly Owned IP Assets, jointly owned, by a Purchased Entity.

  • In respect of copyrights that are Ordinary Business IP Assets, except as set forth on Exhibit 3.22(h), (i) none of the Realty One Companies owns any right, title, or interest in any registered Copyright, and (ii) there are no outstanding and, to the Knowledge of Seller and Insignia, no Threatened disputes or disagreements with respect to the Copyrights of any third parties.

  • The Company Group Entities will have, as of the Closing, good and valid title to (or valid leases or licenses in respect of) all the Business Assets and Services and each other assets and services held, owned or leased by or provided to a Seller Group Entity or Company Group Entity, that are material to the Business, other than the Business IP Assets and the Excluded Business Assets and Services, in each case free and clear of all Encumbrances.

  • Seller shall, and shall cause all Seller Group Entities to, deliver all of the Business IP Assets constituting tangible, including electronic, embodiments of the Business IP Assets (“Tangible Business IP Assets”) through the delivery of facilities, personal property contained therein, and employees from Seller Group Entities to the Company Group Entities prior to or at the Closing Date, to the extent Seller may do so without breaching any third party inbound licenses.

  • In respect of the Trade Secrets that are Ordinary Business IP Assets, Seller and Insignia and the Realty One Companies have taken reasonable precautions to protect the secrecy, confidentiality, and value of such Trade Secrets, and there are no outstanding and, to the Knowledge of Seller and Insignia, no Threatened disputes or disagreements with respect to such Trade Secrets.


More Definitions of Business IP Assets

Business IP Assets means (a) all Copyrights owned by the Seller and the Group Companies; (b) the Trademarks owned by the Seller and the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule and the goodwill of the Business associated with such Trademarks; (c) all Trade Secrets that are owned by the Seller and the Group Companies; (d) the Group Company Software; and (e) the Domain Names owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule.
Sample 1
Business IP Assets means, collectively, the Flow Business IP Assets, the Flow Switzerland IP Assets (excluding any Intellectual Property included therein that is licensed from a third party), the Jointly Owned IP Assets and any other Intellectual Property that, upon the consummation of the Pre-Closing Transactions, will be owned by a Purchased Entity.
Sample 1
Business IP Assets means all Intellectual Property Rights owned, held, or in-licensed by any Company Group Entity or Seller Group Entity and used in the Business.
Sample 1
Business IP Assets means (a) the Patents owned by the Group Companies as set forth onSection 2.9(a) of the Disclosure Schedule; (b) all unregistered Copyrights owned by the Group Companies; (c) the Trademarks owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule and the goodwill of the Business associated with such Trademarks; (d) all Trade Secrets that are owned by the Group Companies; (e) the Software owned by the Group Companies; and (f) the Domain Names owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule.
Sample 1
Business IP Assets means (a) the Patents owned by the Group Companies as set forth onSection 2.9(a) of the Disclosure Schedule; (b) all unregistered Copyrights owned by the Group Companies; (c) the Trademarks owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule and the goodwill of the Business associated with such Trademarks; (d) all Trade Secrets that are owned by the Group Companies; (e) the Software owned by the Group Companies; and (f) the Domain Names owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule.
Sample 1

Related to Business IP Assets

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • 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 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.

  • 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.

  • Intellectual Property Assets includes:

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

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • 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.

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

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

  • Intellectual Property Asset means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

  • 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.

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

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • 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.

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

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

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

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

  • 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.

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

  • Acquired Assets has the meaning set forth in Section 2.1.

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