Derivative IP definition

Derivative IP means Research Project IP that is based on, or developed by use of, Background IP specified in a Project Order to be contributed to an Approved Research Project. Discloser means the party providing or disclosing Confidential Information. Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set-off, or any other security agreement or arrangement in favour of any person, whether registered or unregistered, and whether legal or equitable. Event of Insolvency means:
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Derivative IP means any intellectual property created by or on behalf of Adtran within one (1) year after the expiration or earlier termination of an Order that includes Network Data in any form or that is derived in any sense from the Network Data, including, without limitation, any expression of the same via source code, object code, and associated documentation developed or modified by Adtran.
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Derivative IP means any derivative work of the Dataset, any other work made or developed using the Dataset, and any invention conceived or reduced to practice, directly or indirectly, through the use of the Dataset.
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Examples of Derivative IP in a sentence

  • Subject to the provisions of the relevant Letter Agreement or PO, all Spark Derivative IP will vest in Spark or its nominee(s) as and when that Intellectual Property comes into existence, and if for any reason some or all of that Spark Derivative IP vests in Supplier or its Affiliates or Subcontractors despite this clause 9.3, Supplier hereby assigns that Spark Derivative IP to Spark.

  • Subject to Section 3.6 below, Company agrees that the Company Derivative IP will be deemed, to the extent permitted under applicable Law, to be work made for hire commissioned by DWA and that DWA is and will be the sole and exclusive owner of all right, title and interest in and to the Company Derivative IP, including all Intellectual Property Rights therein, from and after the moment of its inception, conception, creation or development.

  • Without limitation of Section 2.5 or Section 2.6 above but subject to Section 3.6 below, Company will obtain all rights necessary to assign to DWA any Company Derivative IP created or developed by any Sublicensee or Company Contractor.

  • Without limitation of Section 2.5 or Section 2.6 above but subject to Section 3.6 below, Company will obtain all rights necessary to grant to DWA the foregoing license with respect to any Company Derivative IP created or developed by any Sublicensee or Company Contractor.

  • Notwithstanding the foregoing, DWA may by notice to Company designate an Affiliate of DWA rather than DWA as the owner and assignee of any Company Derivative IP, in which case Company will be deemed to have made the foregoing assignment directly to such Affiliate of DWA with respect to the Company Derivative IP so designated to the extent permitted under applicable Law.

  • Prior to providing any Third Party IP to DWA as part of any Company Derivative IP, Company will provide DWA with a list of such Third Party IP (except to the extent such Third Party IP is supplied by or at the direction of DWA or any of its Affiliates, including any Third Party IP that is embedded or incorporated into or otherwise provided by DWA to Company as part of or in connection with any DWA IP) (the “Company Third Party IP”).

  • Company will have the Licenses with respect to the Company Derivative IP set forth in Section 2 above.

  • Without limiting the generality of the foregoing, Company will cause any applicable Person who has worked on, or otherwise contributed to the creation or development of, any Company Derivative IP to execute an assignment that is approved by DWA and Company, and contains at least the terms and conditions set forth on Schedule 8.

  • DWA will have no obligation to use, market, sell, distribute or otherwise exploit any Company Derivative IP.

  • To the extent that any Company Derivative IP may not be considered work made for hire, Company hereby irrevocably assigns and agrees to assign to DWA all right, title and interest worldwide in and to the Company Derivative IP, including all Intellectual Property Rights therein, effective immediately upon the inception, conception, creation or development thereof to the extent permitted under applicable Law.


More Definitions of Derivative IP

Derivative IP means Intellectual Property developed pursuant to this Agreement by either party, or by the parties jointly, that is a derivative or extension of only one Party's Background IP. HP Derivative IP shall be deemed to include, without limitation, the fields described in section 5.1 (HP Development Component), and Indigo Derivative IP shall be deemed to include, without limitation, the fields described in section 5.2 (Indigo Development Component).
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Derivative IP shall have the meaning as set forth in Section 7.1 of the MOU
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Related to Derivative IP

  • Derivative Interest means any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible security, a long call option and a short put option position, in each case, regardless of whether (i) such interest conveys any voting rights in such security, (ii) such interest is required to be, or is capable of being, settled through delivery of such security or (iii) transactions hedging the economic effect of such interest.

  • Derivative Product means a written contract or agreement between the Authority and a Reciprocal Payor, which provides that the Authority’s obligations thereunder will be conditioned on the absence of (a) a failure by the Reciprocal Payor to make any payment required thereunder when due and payable, or (b) a default thereunder with respect to the financial status of the Reciprocal Payor; and:

  • Derivative Works means any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

  • Derivative Work means a work that is based on one or more preexisting works (such as a revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed, or adapted) which, if created without the authorization of the copyright owner of the preexisting work, would constitute copyright infringement.

  • Derivative Instrument with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the “Performance References”).

  • Excluded Technology means the Technology listed on Exhibit C.

  • Short Derivative Instrument means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

  • 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.

  • OTC derivative or ‘OTC derivative contract’ means a derivative contract the execution of which does not take place on a regulated market as within the meaning of Article 4(1)(14) of Directive 2004/39/EC or on a third-country market considered as equivalent to a regulated market in accordance with Article 19(6) of Directive 2004/39/EC;

  • 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.

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

  • Derivative Action means any Action brought by or in the right of the Corporation and/or an Affiliate.

  • Derivative Instruments means any and all derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of any Equity Securities of the Company increases, including a long convertible security, a long call option and a short put option position, in each case, regardless of whether (i) such derivative security conveys any voting rights in any Equity Security, (ii) such derivative security is required to be, or is capable of being, settled through delivery of any Equity Security or (iii) other transactions that hedge the value of such derivative security.

  • Derivative means any investment instrument whose market price is derived from the fluctuating value of an underlying asset, index, currency, futures contract, including futures, options and collateralized mortgage obligations.

  • 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.

  • 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.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Long Derivative Instrument means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

  • Product Patents means any and all United States patents and patent applications, all divisionals, continuations, continuations-in-part, re-issues, extensions or foreign counterparts thereof, now or hereafter owned or controlled ("controlled" being used in the sense of having the right to grant licenses thereunder) by PERIMMUNE, covering the manufacture, use, sale, offer for sale and/or importation of the Product, including but not limited to, the U.S. Patent No. 5,407,912 attached hereto as Exhibit B.

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

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

  • 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.

  • Joint Technology means the Joint Know-How and the Joint Patent Rights.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Book Basis Derivative Items means any item of income, deduction, gain or loss that is computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation, depletion, or gain or loss with respect to an Adjusted Property).

  • 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;