Immaterial Intellectual Property definition

Immaterial Intellectual Property means Intellectual Property that (x) is not used or useful in, or material to, the business of any Grantor and (y) has no commercial value individually or in the aggregate.
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Immaterial Intellectual Property means Intellectual Property owned by or licensed to a Grantor which is registered, issued or applied for and that is, to such Grantor’s knowledge, immaterial to the business of such Grantor and, together with all other Immaterial Intellectual Property of the Grantors, does not support or relate to services or products contributing at least 3% of worldwide sales of the Borrowers and their respective Subsidiaries.
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Immaterial Intellectual Property means any single item of Intellectual Property with a fair value (as reasonably determined by the relevant Grantor) of less than $100,000 that is either omitted from any update to Schedule 10(g) or with respect to which an Intellectual Property Security Agreement has not been delivered pursuant to Section 5(a) (or otherwise), or both; provided that in the event the aggregate fair value of all Immaterial Intellectual Property exceeds $5,000,000, the Company and the Grantors shall identify items of Intellectual Property to cease to constitute Immaterial Intellectual Property and otherwise comply with this Agreement with respect thereto.”
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Examples of Immaterial Intellectual Property in a sentence

  • The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the property of such type of Pledged Collateral owned or held by the Pledgors (other than Immaterial Intellectual Property Collateral).

  • Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business.

  • Borrower will take all commercially reasonable steps necessary to protect and maintain its Intellectual Property Rights, other than Immaterial Intellectual Property Rights.

  • This Guaranty may be amended or modified only by a writing signed by Guarantor and Buyer.

  • Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, other than Immaterial Intellectual Property Rights, to lapse.

  • Notwithstanding anything contained herein to the contrary, all references to “intellectual property” contained in this Security Agreement expressly exclude all Immaterial Intellectual Property.

  • Such Grantor shall take commercially reasonable steps, and shall take commercially reasonable steps to require its licensees, to use Intellectual Property owned by such Grantor (other than Immaterial Intellectual Property) with the applicable statutory notices provided for under applicable law and all other notices and legends required by applicable Requirements of Law, consistent with industry practices.

  • Notwithstanding anything contained here to the contrary, the term Collateral expressly excludes Immaterial Intellectual Property.

  • Intellectual Property As defined in Schedule 2 of this Debenture but expressly excluding Immaterial Intellectual Property.

  • If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank for application to the Obligations in accordance with Section 2.5(b) hereof.


More Definitions of Immaterial Intellectual Property

Immaterial Intellectual Property means all Intellectual Property created in the ordinary course of business which is unregistered or is not necessary to the ongoing operations of the Company.
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Related to Immaterial Intellectual Property

  • Material Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • 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.

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

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • Owned Intellectual Property Rights means all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

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

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

  • Intellectual Property License means any license, permit, authorization, approval, contract or consent granted, issued by or with any Person relating to the use of Intellectual Property.

  • Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • 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.

  • 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.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • 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.

  • Parent Intellectual Property means the Intellectual Property used in the operation of the business of each of Parent and its Subsidiaries as presently conducted.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • Intellectual Property Assets means all Intellectual Property that is owned by Seller and used in or necessary for the conduct of the Business as currently conducted.

  • Intellectual Property Asset means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

  • New Intellectual Property means any Intellectual Property that arises out of, or is created in the course of, the performance of the Contract.

  • 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”).