Designated Intellectual Property has the meaning set forth in Section 3.12(c).
Designated Intellectual Property means all patents, patent applications, trademarks, service marks, trade dress, logos, trade names, corporate names, trademark applications, together with all translations, adaptations, derivations, and combinations thereof, all computer software, copyrightable works, all copyrights, including applications, registrations, and renewals in connection therewith, and all other proprietary rights that are material to the Business.
Designated Intellectual Property means all Patents, registered Trademarks, Trademark applications and registered Copyrights that are owned by or licensed to any IP Holder (as defined below) that are material to the Business, taken as a whole, or are included in the Business IP (as defined below). The relevant IP Holder(s) own, or are licensed or otherwise possess rights in, the Designated Intellectual Property. Unless otherwise listed as “abandoned” or “expired” in Section 2.12(a) of the Disclosure Schedule, the Designated Intellectual Property (except for Designated Intellectual Property that is licensed to (and not owned by) an IP Holder and does not constitute Owned-or-Exclusively Licensed Business IP) is subsisting and (except for pending applications) valid and enforceable. “IP Holder” means each of the Sellers, or the Acquired Companies, and any other subsidiary of PKI that has an ownership interest in any Transferred Intellectual Property.
Examples of Designated Intellectual Property in a sentence
Except as otherwise noted in Section 2.12(a) of the Disclosure Schedule, the applicable Asset Seller or the applicable Acquired Company exclusively owns all of the material Designated Intellectual Property and other material Business IP, free and clear of all Security Interests other than Permitted Liens.
The relevant IP Holder(s) own, or are licensed or otherwise possess rights in, the Designated Intellectual Property.
Unless otherwise listed as “abandoned” or “expired” in Section 2.12(a) of the Disclosure Schedule, the Designated Intellectual Property (except for Designated Intellectual Property that is licensed to (and not owned by) an IP Holder and does not constitute Owned-or-Exclusively Licensed Business IP) is subsisting and (except for pending applications) valid and enforceable.
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The Company owns, or is licensed or otherwise possesses valid rights under, the Designated Intellectual Property.
More Definitions of Designated Intellectual Property
Designated Intellectual Property means those patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to xxx and recover for past infringement of patents, trademarks and copyrights, computer programs, computer software, engineering drawings, service marks, customer lists, goodwill owned by Waste Industries of Mississippi, LLC or Waste Industries Property Co, LLC (each, an “IP Holder” and, collectively, the “IP Holders”), and all licenses, permits (to the full extent such permits are assignable by law, subject to regulatory approval if required, and pursuant to their terms), agreements of any kind or nature pursuant to which one or both of the IP Holders possesses, uses or has authority to possess or use property (whether tangible or intangible) of others, or by which others hold the right to possess, use or have authority to possess or use property (whether tangible or intangible) of one or both of the IP Holders, and all recorded data of any kind or nature, regardless of the medium of recording including, without limitation, all software, writings, plans, specifications and schematics of one or both of the IP Holders.
Designated Intellectual Property means all Business Intellectual Property that is utilized by Seller in the use, manufacture or sale of any of the Transferred Assets. For the avoidance of doubt, “Designated Intellectual Property” includes, without limitation, the Designated Patents, the Software, the Designated Licenses and any other licenses taken by Gritstone to any third party Intellectual Property relating to methods of neoantigen prediction or design, and further including all related know-how and information, including without limitation scientific and business records, patent assignment agreements, executable software, code, lab notebooks and experimental data.
Designated Intellectual Property means all Intellectual Property that is owned by the Company, including the Intellectual Property set forth on Section 2.12(a) of the Disclosure Schedule, and including the right to sue and recover damages for past, present and future infringement of the same.
Designated Intellectual Property shall have the meaning set forth in Section 2.12(a).
Designated Intellectual Property means that portion of the Intellectual Property consisting of the Trademarks listed in Section 8.1(a)(2) of the Disclosure Letter for use in the United States. “Discount Rate” means the discount rate as reported in The Wall Street Journal, New York Edition, on the Closing Date. “Encumbrances” means all Liens, claims, conditional sales agreements, rights of first refusal or options. “Governmental Body” means a domestic or foreign national, federal, state, provincial, or local governmental, regulatory or administrative authority, department, agency, commission, court or tribunal. “Indemnified Party” means any Person entitled to indemnification under Article 7. “Indemnifying Party” means any Person obligated to indemnify another Person under Article 7. “Intellectual Property” means all (i) patents (including design patents, industrial designs and utility models) and patent applications (including docketed patent disclosures awaiting filing, reissues, divisions, continuations, continuations-in-part and extensions), patent disclosures awaiting filing determination, inventions and improvements thereto (collectively (“Patents”), (ii) trademarks, service marks, certification marks, trade names, brand names, trade dress, logos, business and product names, slogans, and registrations and applications for registration thereof, including without limitation the marks “Xxxx XxXx”, “SafeTrax”, “Texas Steer” and “Cobbie Cuddlers” (collectively, “Trademarks”), (iii) copyrights and registrations
Designated Intellectual Property means the Intellectual Property identified on Schedule C.
Designated Intellectual Property shall have the meaning set forth in Section 3.8(a).