Excluded Intellectual Property definition
Excluded Intellectual Property means all Intellectual Property owned by Seller or its Affiliates that is not Transferred Owned Intellectual Property.
Excluded Intellectual Property has the meaning set forth in Section 2.01(b)(vi).
Excluded Intellectual Property means the Intellectual Property licensed pursuant to Shared Contracts, the Aptiv Specified Marks and any Intellectual Property listed on Schedule 1.1D.
Examples of Excluded Intellectual Property in a sentence
The Company Intellectual Property does not include any of the items of Intellectual Property set forth on Section 5.10(b)(ii) of the Seller Disclosure Schedule (any such listed Intellectual Property, the “Excluded Intellectual Property”) and there is no Excluded Intellectual Property used or held for use in or otherwise necessary for the conduct of the business as currently conducted by the Company.
Notwithstanding the foregoing, the assignment or transfer of any Excluded Intellectual Property to any Seller or its Affiliates prior to or after the Closing shall not be a violation of this Section 7.7 or any other covenant or agreement of any Seller set forth in this Agreement.
More Definitions of Excluded Intellectual Property
Excluded Intellectual Property means the Intellectual Property listed on Schedule 1.46 and the Seller Marks.
Excluded Intellectual Property means (a) the Intellectual Property Rights of Seller that do not relate to the Product, the Exploitation of the Product, or the Business, including the Intellectual Property Rights set forth on Schedule 1.1(a), (b) raw data Controlled by Seller, as existing as of the date hereof, relating to customers based outside the Territory and included in the cloud application named by Seller as the “Quell Health Cloud” and (c) lists of customers outside the Territory and Controlled by Seller, as existing as of the date hereof.
Excluded Intellectual Property means the (a) Shire Trademark, (b) Product Trademark, (c) Licensed Patents, (d) Product Trade Dress, and (e) Intellectual Property that does not primarily relate to the Product.
Excluded Intellectual Property means the following trademarks: West Creek, Ridgecrest, Piancone, Roma, Braveheart and Silver Source, which shall at all times constitute Collateral.
Excluded Intellectual Property means all ------------------------------ trademarks, trade names, copyrights, patents or technical processes owned or used, in whole or in part, by Seller at the Property and also used in connection with any other property owned, leased or managed by Seller (and shall not include such items which are used with respect to Seller itself or Seller's Affiliates).
Excluded Intellectual Property means all (a) Intellectual Property other than the AAdvantage Intellectual Property and (b) American Traveler Related Data.
Excluded Intellectual Property means: (a) all Intellectual Property that (i) constitutes “AMYRIS Licensed IP” as defined in the License Agreement regarding Diesel Fuel in the EU, dated as of March 21, 2016, as amended, by and among the Parent and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activités USA, but solely to the extent of the field of use granted in such agreement, (ii) constitutes “AMYRIS Licensed IP” as defined in the Amended & Restated Jet Fuel License Agreement, dated as of March 21, 2016, as amended, by and among the Parent and Total Amyris BioSolutions B.V., but solely to the extent of the field of use granted in such agreement and (iii) is subject to the Farnesene Intellectual Property License, dated as of November 14, 2017, by and between DSM Nutritional Products Ltd. and Parent, but solely to the extent of the field of use granted in such license and solely for the purposes of manufacturing Vitamin E and (iv) is related to Parent’s flavor and fragrances business under the License and Drawing Rights Agreement entered into by Parent and DSM Nutritional Products Ltd. on March 31, 2021, and in each case of clauses (i) and (ii), as such agreements were in effect as of June 29, 2018, and in the case of clause (iii), as such agreement existed as of December 14, 2018; (b) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; and (c) [reserved]. For the avoidance of doubt, upon the reversion of such rights in the DSM Collateral to being Collateral pursuant to the foregoing sentence, ▇▇▇▇▇▇’s Lien on the DSM Collateral will be superior to any Lien in favor of any other Person.