Inbound IP Licenses definition

Inbound IP Licenses means all contracts pursuant to which the Company or any Company Subsidiary has received a license or sublicense, or has otherwise been granted rights in, to, or under any Intellectual Property from any person, or otherwise received from any person any immunity, authorization, release, covenant not to sue or other right with respect to any such Intellectual Property, excluding (i) non-disclosure agreements entered into the ordinary course of business, (ii) incidental Trademark and feedback licenses, (iii) contracts for Off-the-Shelf Software, and (iv) licenses for Open Source Materials.
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Inbound IP Licenses means, collectively, each license or other Contract pursuant to which the Company or any of its Subsidiaries is granted rights under Intellectual Property owned by a third party.
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Inbound IP Licenses means, collectively, (i) each license or agreement pursuant to which any member of the Seller Group Exploits each item of Seller Licensed Intellectual Property (excluding currently-available, off‑the‑shelf software programs that are part of the Internal Systems and are licensed by a member of the Seller Group pursuant to “shrink wrap” licenses, the total fees associated with which are less than $2,500), (ii) each agreement, contract, assignment or other instrument pursuant to which any member of the Seller Group has obtained any joint or sole ownership interest in or to any item of Seller Owned Intellectual Property, and (iii) each agreement, contract or other instrument pursuant to which any member of the Seller Group has obtained any ownership or license interest in Intellectual Property developed by a consultant, software or hardware developer or vendor.
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Examples of Inbound IP Licenses in a sentence

  • All Inbound IP Licenses listed on Schedule 4.9(g) of the Disclosure Schedule are included in the Acquired Intellectual Property.

  • Section 2.12(h) of the Seller Disclosure Schedule sets forth a true, correct and complete list of all Seller Inbound IP Licenses.

  • Section 2.15(h) of the Disclosure Schedule sets forth a true, correct and complete list of all Inbound IP Licenses.

  • Except for Off the Shelf Software, the Technology and Intellectual Property licensed to the Paragon Companies under the Inbound IP Licenses identified on Section 3.16(b) of the Company Disclosure Schedule and to the extent provided in such Inbound IP Licenses and under the Outbound IP Licenses identified on Section 3.16(b) of the Company Disclosure Schedule, none of the Company Technology or Company Intellectual Property is in the possession, custody, or control of any third party.

  • The Company and its Subsidiaries have the right to use all Company Licensed Intellectual Property under a valid and enforceable Inbound IP License, free and clear of any Liens (other than Permitted Liens and encumbrances under applicable Inbound IP Licenses).

  • The Company has made available to the Purchaser true and complete copies of all Inbound IP Licenses.

  • The Company has substantially performed all obligations imposed on it in the Inbound IP Licenses and the Outbound IP Licenses, has made all payments required to date, and is not, nor to the Company’s Knowledge is another party thereto, in breach or default thereunder in any material respect, nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder in any material respect.

  • The consummation of the Transactions will not result in the loss of, or otherwise adversely affect, any ownership rights of the Acquired Companies in any Company Intellectual Property or result in the breach or termination of any license, contract or agreement to which the Acquired Companies are a party with respect to any Company Intellectual Property (including Inbound IP Licenses).

  • Section 2.17(h) of the Disclosure Schedule sets forth a true, correct and complete list of all Inbound IP Licenses.

  • Copies of the Inbound IP Licenses (including amendments thereto) set forth on Schedule 3.13(b)(iii) have been provided to Buyer.


More Definitions of Inbound IP Licenses

Inbound IP Licenses means, collectively, (i) each license or agreement pursuant to which Transferor or any Acquired Company Exploits each item of Business Licensed Intellectual Property (excluding currently-available, off the shelf software programs that are part of the Internal Systems and are licensed by Transferor or any Acquired Company pursuant to “shrink wrap” licenses, the total fees associated with which are less than $2,500), (ii) each agreement, contract, assignment or other instrument pursuant to which Transferor or any Acquired Company has obtained any joint or sole ownership interest in or to any item of Business Owned Intellectual Property, and (iii) each agreement, contract or other instrument pursuant to which Transferor or any Acquired Company has obtained any ownership or license interest in Intellectual Property developed by a consultant, software or hardware developer or vendor to Transferor (to the extent related to the Business) or any Acquired Company.
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Inbound IP Licenses means, collectively, (i) each license or agreement pursuant to which Seller Exploits each item of Seller Licensed Intellectual Property (excluding currently-available, off-the-shelf software programs that are part of the Internal Systems and are licensed by Seller pursuant to “shrink wrap” licenses, the total fees associated with which are less than $2,500), (ii) each agreement, contract, assignment or other instrument pursuant to which Seller has obtained any joint or sole ownership interest in or to any item of Seller Owned Intellectual Property, and (iii) each agreement, contract or other instrument pursuant to which Seller has obtained any ownership or license interest in Intellectual Property developed by a consultant, software or hardware developer or vendor to Seller.
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Inbound IP Licenses has the meaning set forth in Section 4.10(a).
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Inbound IP Licenses means a license, sublicense, or other agreement under which a Vendor is authorized to Practice Intellectual Property Rights owned by another Person.
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Inbound IP Licenses means FRS-Licensed Intellectual Property which is licensed to the FRS Businesses (including without limitation free download, shrink-wrap or click-through agreements, and Open Source Licenses) and used in the FRS Products.
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Related to Inbound IP Licenses

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • IP Licenses means all the contracts, licenses and agreements to which the Company is a party with respect to any Intellectual Property or Intellectual Property Rights licensed to or by, or created for or by, the Company.

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Third Party Licenses has the meaning set forth in Section 3.

  • 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.

  • IP License Agreement shall have the meaning set forth in Section 1.2.

  • 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.

  • Patent Licenses means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses set forth in Schedule II hereto).

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

  • 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.

  • Trademark Licenses means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor or licensee and providing for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such trademark licenses, contracts or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory now or hereafter owned by any Grantor and now or hereafter covered by such licenses (including, without limitation, all Trademark Licenses described in Schedule II hereto).

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • 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.

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • 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.

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

  • 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.

  • Trademark License means any agreement, written or oral, providing for the grant by the Company of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule B hereto.

  • 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.

  • Trade Secret Licenses means any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder).

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

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

  • 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.

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Trademark License Agreement means that certain Trademark License Agreement in substantially the form attached hereto as Exhibit F.