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 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)
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Examples of Derived IP in a sentence

  • Any inventions, discoveries or improvements ("Derived IP") arising from the use of Confidential Information disclosed to RECIPIENT hereunder shall be disclosed to DISCLOSER.

  • 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.

  • The RECIPIENT shall not use Derived IP to prevent or otherwise impede DISCLOSER from commercializing its own Confidential Information.

  • The increase in the number of farmers in the local economy switching to the production of corn means that new opportunities for collaboration are appearing on a daily basis.


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.
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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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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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Related to Derived IP

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

  • 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 that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • 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.

  • 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.

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

  • Excluded Intellectual Property shall have the meaning set forth in Section 1.2(i).

  • 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 all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including Seller or any of its Affiliates.

  • 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.

  • 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.

  • Excluded Technology means the Technology listed on Exhibit C.

  • 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.

  • distributed ledger technology or ‘DLT’ means a technology that enables the operation and use of distributed ledgers;

  • 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.

  • 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 (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • 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: