Derived IP definition

Derived IP means any intellectual property that the Acquiring Party (or its Affiliates) develops, discovers, invents, or makes after the closing of such transaction based upon use of (a) in the case of Astellas as the Party involved in such transaction, any Confidential Information of Ambit relating to a Licensed Compound or Product, and (b) in the case of Ambit as the Party involved in such transaction, any Confidential Information of Astellas or any Restricted Information relating to a Licensed Compound or Product. In the event that intellectual property is developed, discovered, invented or made after the closing of such transaction by employees or agents of the Acquiring Party (or its Affiliates) (i) who are engaged in the research and development of a Competing Product and (ii) to which any such Confidential Information or Restricted Information, as applicable, has been disclosed, such intellectual property shall be presumed to be “Derived IP” unless the Acquiring Party can demonstrate by a preponderance of written evidence that such intellectual property was developed, discovered or invented independently without use of any such Confidential Information or Restricted Information, as applicable.
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Derived IP means any data, information, inventions, or Materials generated, conceived and/or reduced to practice by Company (alone or together with others, including members of the WCM Team) through or as a result of the practice or use of any Confidential Information of WCM, WCM Patent Rights, WCM Results, or Materials provided by WCM.
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Derived IP shall have the meaning set forth in Section 3.2 of this Agreement. (h) “Exclusive Activities” shall have the meaning ascribed to them in the Amended and Restated LLC Agreement. (i) “Know-How” means all proprietary and confidential information and data (irrespective as to whether such information or data is available by way of documentation, orally or in electronic format, or protected by copyrights), including business and trade secrets, technical and business information and data, know-how and similar proprietary rights in confidential information and processes, discoveries, analytic models, improvements, techniques, devices, methods, patterns, formulations and specifications, all to the extent that such information and data are proprietary and confidential and neither Software nor a Patent. (j) “Licensed Object Code Software” means Software in object code which is licensed to Company, if any, to the extent that the Company can prove Use or Preparatory Use with respect to such Software and Software in object code listed in Exhibit A. (k) “Licensed Siemens Intellectual Property (“IP”)” means all Patents and Know-How owned by the Siemens Group (where those Patents have a priority date prior to or on the Closing Date and where that Know-How was developed or conceived prior to or on the Closing Date), other than the Contributed Siemens IP, to the extent (1) used by the Company for Exclusive Activities or Non-Exclusive Activities for the Business Purpose or (2) that the Company can prove Preparatory Use with respect to such IP. With respect to the foregoing clause 2 of this definition,
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Examples of Derived IP in a sentence

  • ARTICLE FIVE ASSIGNMENT 5.1 Neither Party may assign all or any part of this Agreement, or any rights or obligations hereunder (including, with respect to the Company, the Licenses; and, with respect to Siemens, the Back-License and the Back-Licenses to Derived IP), without the prior written consent of the other Party, which consent shall not be unreasonably withheld.


More Definitions of Derived IP

Derived IP shall have the meaning set forth in Section 3.2 of this Agreement. (i) “Exclusive Activities” shall have the meaning ascribed to them in the Amended and Restated LLC Agreement. (j) “Know-How” means all proprietary and confidential information and data (irrespective as to whether such information or data is available by way of documentation, orally or in electronic format, or protected by copyrights), including business and trade secrets, technical and business information and data, know-how and similar proprietary rights in confidential information and processes, discoveries, analytic models, improvements, techniques, devices, methods, patterns, formulations and specifications, all to the extent that such information and data are proprietary and confidential and neither Software nor a Patent. (k) “Licensed Object Code Software” means Software in object code which is licensed to Company, if any, to the extent that the Company can prove Use or Preparatory Use with respect to such Software. (l) “Licensed Siemens Intellectual Property (“IP”)” means all Patents and Know-How owned by Siemens (where those Patents have a priority date prior to or on the Closing Date and where that Know-How was developed or conceived prior to or on the Closing Date), other than the Contributed Siemens IP, to the extent (1) used by the Company for Exclusive Activities or Non-Exclusive Activities for the Business Purpose or (2) that the Company can prove Preparatory Use with respect to such IP. With respect to the foregoing clause 2 of this definition, when Intellectual Property is identified pre- or post-closing that the Company believes falls under this definition and requires proof of Preparatory Use, the Company will identify such Intellectual Property and the Preparatory Use of such Intellectual Property to the Siemens SI DS FG Head, who will coordinate with the relevant Siemens department(s) in good faith to determine in a commercially reasonable manner if the Company has satisfied its burden of proof regarding Preparatory Use and, if this is the case, Siemens will, within a reasonable time frame, acknowledge in writing that such Intellectual Property is Licensed Siemens IP and will include such Licensed Siemens IP on the Third List for Dual Use IP. (m) “Licensed SieStorage Know-How” means all SieStorage KnowHow and SIMATIC configuration relating to Power Quality (MS UPS) and Microgrid and Islands applications, as shall be defined in the Amended and Restated LLC Agreement. For ...
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Derived IP means any intellectual property or c opyrightable property You create or otherwise derive from Data. D ata that is substantially the result of rearranging or taking out a portion of Licensed Data, or that otherwise publishes, displays, or reproduces the content, or substantially all of the content, of the Licensed Data in the same or a substantially identical arrangement, is not Derived IP.
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Related to Derived IP

  • 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;

  • 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.

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • 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.

  • 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.

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

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

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

  • 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.

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

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

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

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

  • 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.

  • 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.

  • distributed ledger technology means a database system in which—

  • Qualified high-technology business means a business that is either of the following:

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

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

  • 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.

  • 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.

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

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

  • 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.

  • 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.