Included Intellectual Property definition

Included Intellectual Property means (a) all Included Know-How;

Included Intellectual Property means all know-how, information, including without limitation any scientific, pharmaceutical or technical information, substances, techniques, processes, systems, designs, expertise, screens, models, methods, assays, screenings, patents, inventions (whether patented, patentable or not), discoveries, trade secrets, together with all experience, data, formulas, procedures and results, and including all biological, chemical, pharmacological, toxicological, clinical, analytical, assay, quality control, and manufacturing data and technology and any improvements, modifications and/or alternations made thereto, relating to the Products, including without limitation those identified on Exhibit A hereto.

Included Intellectual Property means any Current Company IP that is (i) solely related to the “Excluded Arcus Molecules”, “Excluded Arcus Product” and “Excluded Arcus Program” (in each case, as defined in the Gilead Collaboration Agreement), in each case as long as the Gilead Collaboration Agreement limits Borrower’s rights to such assets, or (ii) any Current Company IP that reverts to Borrower as a result of Taiho not exercising the applicable “Option” (as defined in the Taiho Agreement) in accordance with the Taiho Agreement, including as a result of the termination or expiration of the Taiho Agreement; for the avoidance of doubt, any option that has been exercised shall constitute Excluded Intellectual Property, even if the Taiho Agreement is no longer in full force and effect.

Examples of Included Intellectual Property in a sentence

• Seller shall not waive, release, grant or transfer any material Included Intellectual Property or modify or change in any respect any of the Assumed Agreements or any existing material license, distribution agreement or other document.

• To the Knowledge of Seller, all necessary registration, maintenance, renewal, and annuity fees and Taxes owed with respect to the material Registered Intellectual Property that is Included Intellectual Property on or before the Closing Date have been paid, and all necessary documents have been filed in connection with the material Registered Intellectual Property that is Included Intellectual Property.

• To the Knowledge of Seller, there is no Proceeding or Order that prohibits or restricts, or seeks to prohibit or restrict, any use of the Included Intellectual Property by Seller or Tegal France.

• Except as would not reasonably be expected to result in a Material Adverse Effect and except as set forth on Section 3.13(c) of the Seller Disclosure Schedule, Seller has taken all necessary action to maintain and protect each material item of Included Intellectual Property owned by Seller.

• With respect to the Included Intellectual Property, except as set forth on Section 4.7(d) of the Disclosure Letter, since September 16, 2008, Seller has secured valid written assignments, in substantially the form provided to Purchaser, from all consultants and employees of a Seller Party who contributed to the creation or development of Included Intellectual Property of the rights to such contributions that Seller or Tegal France do not already own by operation of Law.

• Except for Third-Party Intellectual Property, the Included Intellectual Property constitutes all of the Intellectual Property necessary to conduct the Included Businesses in the same manner as conducted by Seller and Tegal France immediately prior to the Effective Date.

• Seller and Tegal France have not used any Software of the type commonly referred to as “freeware” or “shareware” in a manner that requires the Included Intellectual Property to be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works or (iii) redistributable at no charge.

• The Included Intellectual Property shall be in the form then being used by the Elastic Business.

• To the Knowledge of Seller, no Person has any rights in the Included Intellectual Property that could cause any reversion or renewal of rights in favor of that Person or termination of the Seller’s or Tegal France’s or, immediately after the Closing, Purchaser’s rights in the Purchased Intellectual Property.

• Subject to this Agreement, SI shall have the non-exclusive right during the Term, without cost or charge but subject to any third party rights as notified by the Province to SI, to Use and to permit SI Personnel to Use the Province Included Intellectual Property and to create and Use Modifications thereto solely for the purpose of providing the Services pursuant to, and in accordance with, the terms of this Agreement.

More Definitions of Included Intellectual Property

Included Intellectual Property means, collectively, (i) the Included Know-How, (ii) the Included Trademarks, (iii) the Included Copyrights, (iv) the Included Patents, (v) the Included Trade Dress, and (vi) the Included Internet Names.

Included Intellectual Property has the meaning set forth in Section 3.13(a).

Included Intellectual Property has the meaning specified in the NNC - ENI Agreement;

Included Intellectual Property means (i) all Included Know-how; (ii) all Purchased Trademarks; (iii) the registered internet domain name "Nordxxxx.xxx"; xnd (iv) all copyrights, copyright registrations and applications for registration, inventions, designs, industrial and utility models (including registrations and applications for registration thereof), and all other intellectual property rights (other than the Licensed Trademarks) whether registered or not, in each case in this clause (iv) which are owned by Seller and exclusively related to the Products.

Included Intellectual Property means collectively the Licensed Intellectual Property and the Transferred Intellectual Property;

Included Intellectual Property means the Purchased Intellectual Property and the Tegal France IP.