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Intellectual Property Transfer Agreements definition

Intellectual Property Transfer Agreements means the agreements substantially in the form of Exhibit G hereto (or such other documents or instruments assigning or conveying the rights and obligations relating to LEUKINE which may be reasonably acceptable to Purchaser).
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Intellectual Property Transfer Agreements means, collectively, the three Intellectual Property Transfer Agreements, dated as of the date hereof, by and between (i) SCI and the Company, pursuant to which the Company acquired the Licensed IP, (ii) SCI and New Opco, and (iii) SCI and New Propco Member.
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Intellectual Property Transfer Agreements means the agreements substantially in the form of Exhibit G hereto (or such other documents or instruments assigning or conveying the rights and obligations relating to LEUKINE which may be reasonably acceptable to Purchaser). “Inventory” shall have the meaning ascribed to it in Section 2.1(a)(v). “Inventory Certificate” shall have the meaning ascribed to it in Section 2.3(b)(i). “Inventory Value” shall have the meaning ascribed to it in Section 2.3(b)(i). “IRS” shall mean the Internal Revenue Service. “knowledge” of (i) Seller means, with respect to any specific matter, the actual knowledge of any person listed on Section 1.1(e) of the Seller Disclosure Letter or any other officer of Seller or Seller Sub having primary responsibility for such matter, and (ii) Purchaser means, with respect to any specific matter, the actual knowledge of any officer of Purchaser or Berlex Laboratories, Inc. having primary responsibility for such matter. “Law” shall mean any Federal, state, local or non-U.S. law, statute, code, ordinance, regulation, order, judgment, writ, injunction, decision, ruling or decree.
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Examples of Intellectual Property Transfer Agreements in a sentence

  • SCI, on behalf of the New Propco Member and in accordance with the Asset Purchase Agreement, has contributed to the Company the Licensed IP as a capital contribution pursuant to the Intellectual Property Transfer Agreements, which capital contribution shall be for the account of the New Propco Member.

  • For the avoidance of doubt and subject to the terms and conditions of the Intellectual Property Transfer Agreements, each member of the Group shall be permitted to use a trade name, trade or service xxxx, design or logo including the words “PERSOLKELLY” during the term of this Agreement.

  • Through a clear governance process, we make sure to work method- ically and prioritize correctly to achieve the desired results.

  • The Company will pay royalties to the Shareholders or relevant owners for use of the brand names in accordance with the Intellectual Property Transfer Agreements.

  • Intellectual Property Transfer Agreements collectively, the Kelly Intellectual Property Transfer Agreement and the Temp Intellectual Property Transfer Agreement.

Related to Intellectual Property Transfer Agreements

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted to which Seller is a party, beneficiary or otherwise bound.

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • Intellectual Property License Agreement means the Intellectual Property License Agreement in the form attached as Exhibit F to this Agreement.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • 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.

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

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion or similar covenant, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Excluded Intellectual Property means any (i) Intellectual Property listed in Section 2.5(a) of the Seller Disclosure Letter under the caption “Excluded Intellectual Property,” and (ii) Intellectual Property owned, licensed to, or used by Seller or its Affiliates, other than, with respect to clause (ii), any and all Intellectual Property owned exclusively by the ACBR Entities.

  • 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.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

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

  • 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.

  • Intellectual Property Security Agreements has the meaning specified in the Security Agreement.

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

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Seller Intellectual Property means the Seller Owned Intellectual Property and the Seller Licensed Intellectual Property.

  • Intellectual Property means copyrights, patents, trademarks, trade secrets, mask works and all other intellectual property rights.

  • Licensed Intellectual Property means Intellectual Property licensed to the Company or any Subsidiary pursuant to the Company IP Agreements.

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

  • Registered Intellectual Property means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any private, state, government or other legal authority.

  • Registered Company Intellectual Property means all patents, patent applications, registered copyrights, applications to register copyrights, registered marks (including trademarks, service marks, and trade dress, to the extent registered), applications to register marks and registered domain names that are owned by the Company or any of its Subsidiaries.

  • 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;

  • Licensed Intellectual Property Rights means any and all Intellectual Property Rights owned by a Third Party and licensed or sublicensed to the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries has obtained a covenant not to be sued.

  • Intellectual Property Security Agreement means the Intellectual Property Security Agreement dated as of the Closing Date among the Loan Parties and the Collateral Agent for its own benefit and for the benefit of the other Credit Parties, granting a Lien in the Intellectual Property of the Loan Parties, as amended, restated, supplemented or otherwise modified and in effect from time to time.

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

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