IP Contract definition
IP Contract means Contracts that relate to the receiving or granting of rights in or to use any Business Intellectual Property Rights, but excluding Customer Contracts and COTS Licenses.
IP Contract means any Contract (a) to which any Business Subsidiary is a party or is bound or (b) to which either Seller is a party or is bound and that is Related To the Business, the Products or the Portal, in each case by or through which (i) any Intellectual Property is created or developed, or (ii) other Persons grant a Business Entity or a Business Entity grants any other Persons any exclusive or non-exclusive rights or interests in or to any Intellectual Property.
IP Contract is defined in Section 3.9(a)(vii) of the Agreement.
Examples of IP Contract in a sentence
The Company and its Subsidiaries have complied with all obligations required to be performed or complied with by them under each IP Contract, and there is no breach or default under any IP Contract by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, by any other party thereto.
Each IP Contract is valid, enforceable and binding on the Company or the Subsidiary of the Company that is a party and each other party thereto and is in full force and effect, subject to the Enforceability Exceptions.
Except pursuant to a Material Contract or an Incidental IP Contract, neither the Company nor any of its Subsidiaries has licensed or otherwise granted any right to any Person under any Owned IP or otherwise agreed not to assert any such Owned IP against any Person.
None of the Business Technology or any product or service of the Company Group constitutes, contains, or is dependent on any open source computer code, and none of the Business Technology or any product or service of the Company Group is subject to any IP Contract or other agreement that would require the Company Group to divulge to any Person any source code or trade secret that is part of the Business Technology.
The Company or, to the Knowledge of the Company, any other Person, is not in breach of any Company IP Contract, Licensed IP Contract, a license for Open Source Software or Non-Negotiated Vendor Contract.
More Definitions of IP Contract
IP Contract has the meaning set forth in Section 4.1.10(b) above.
IP Contract means any Specified Contract that contains any assignment or license of, or any covenant not to assert or enforce, any IP Rights or that otherwise relates to the acquisition, license or use of any IP Rights or any IP Rights developed by, with or for Seller or the Specified Affiliates.
IP Contract means, with respect to either TransEnterix or SafeStitch, any Contract to which such person or any of its Subsidiaries is a party and pursuant to which (A) such person or any of its Subsidiaries has granted a license (including any sublicense) under TransEnterix Intellectual Property or SafeStitch Intellectual Property, as applicable, to any third Person, or any option with respect thereto or (B) any third Person has granted a license (including any sublicense) to such person or any its Subsidiaries under any TransEnterix Intellectual Property or SafeStitch Intellectual Property, as applicable; provided that IP Contracts shall not include (I) “shrink wrap” and similar off-the-shelf software licenses or other intellectual property licenses available on commercially reasonable terms, (II) other agreements and licenses ancillary to the purchase or use of equipment, components or other materials, (III) agreements with consultants, contractors or vendors providing services to TransEnterix or SafeStitch, respectively, or (IV) agreements formed pursuant to one of the either TransEnterix’s or SafeStitch’s, as applicable, standard contracts (or in a form substantially similar to, or with provisions with substantially similar legal effect as the provisions of, one of such forms).
IP Contract has the meaning set forth in Section 2.3(a)(i).
IP Contract means any Contract to which a member of the Company Group is a party (i) pursuant to which a member of the Company Group grants to a third Person any license or other rights with respect to any Company Intellectual Property (including by means of a covenant not to sue), which contract or Intellectual Property is material to the operation of the business of the Company Group, other than any (1) reasonable non-disclosure agreements entered into in the ordinary course of business; (2) non-exclusive licenses (including software as a service or “SaaS” licenses and any rights granted under any terms of use for any website of any member of the Company Group) granted in the ordinary course of business (A) to customers or (B) to service providers for use for the benefit of any member of the Company Group; and (3) non-exclusive licenses that are incidental or ancillary to such Contract; and (ii) pursuant to which a third Person has granted to a member of the Company Group any license or other rights with respect to any Intellectual Property of a third party (including by means of a covenant not to sue), which contract or Intellectual Property is material to the operation of the business of the Company Group, other than any (1) non-disclosure agreements entered into in the ordinary course of business; (2) non-exclusive licenses of uncustomized, generally commercially available “off the shelf” Software licensed for less than $100,000 annually; (3) Contracts pursuant to which any rights are granted to the Company Group member by any current or former employees, consultants or contractors of a member of the Company Group in the ordinary course of business in the same (or substantially the same) form made available to Parent without any material deviations thereto or therefrom; (4) non-exclusive licenses that are incidental or ancillary to such Contract and (5) licenses to open source Software.
IP Contract means any Contract to which a member of the Company Group is a party (i) pursuant to which a member of the Company Group grants to a third Person any license or other right in, to, or under Company Intellectual Property, (ii) pursuant to which a third Person has granted to a member of the Company Group any license or other right in, to, or under any Intellectual Property, or (iii) Contracts entered into to settle or resolve any Intellectual Property-related dispute or otherwise affecting the Company Group’s rights to use or enforce any Company Intellectual Property in any material respect, in each case, other than any (1) non-disclosure agreements, clinical trial agreements and material transfer agreements entered into in the ordinary course of business and that do not include assignments of, or exclusive licenses to, Intellectual Property; (2) non-exclusive licenses granted to service providers in the ordinary course of business (including in connection with the development, distribution or sale of the Company Products); (3) Contracts in which the grant of non-exclusive rights is incidental and immaterial to performance of such contract; (4) licenses to Open Source Software or non-exclusive licenses of commercially available, unmodified off-the-shelf Software; and (5) Contracts pursuant to which any Intellectual Property rights are assigned to the Company Group member by any current or former employees, consultants or contractors of a member of the Company Group in the ordinary course of business.
IP Contract means any Contract to which the Company or any of its Subsidiaries is a party that relates to any Intellectual Property Rights other than (i) in-license Contracts of public or Open Source Technology listed in Section 2.15(y) of the Disclosure Schedule, (ii) in-license Contracts for Commercial Code, and (iii) Standard Form Agreements. Notwithstanding, IP Contracts shall (1) be limited to those Contracts entered into on or after January 1, 2000, together with such other Contracts that to the Actual Knowledge of the Company are within the scope of the foregoing definition, and (2) exclude any terminated or expired Contracts under which, to the Actual Knowledge of the Company, the Company has no present or future performance obligations.