IP Rights Agreement definition

IP Rights Agreement means any instrument or agreement governing, related or pertaining to any IP Rights.
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IP Rights Agreement means that certain IP Rights Agreement, dated as of the Effective Date, by Express JV and Holdings (in its capacity as sublicensor under the applicable JV IP License Agreement) and acknowledged and agreed by the Loan Parties, the ABL Agents and Agents, as amended, restated, supplemented or otherwise modified in accordance with the terms hereof and thereof.
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IP Rights Agreement is defined in the recitals to this Agreement.
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Examples of IP Rights Agreement in a sentence

  • We amortize the deferred income using the straight-line method over the term of the Option Agreement as this is the period of the Company’s performance obligation related to the IP Rights Agreement.

  • The value of the IP Rights Agreement at the transaction date was determined using a PWERM analysis for six different probability weighted scenarios using the relief from royalty method based on market royalty rates for similar agreements.

  • The Company engaged a third-party valuation firm to determine the fair value of each component of the Synchron transaction: the Investment Agreement, the Option Agreement and the IP Rights Agreement.

  • The Board may agree in writing to an amendment to any Administration of IP Rights Agreement or deed of assignment from time to time.

  • An Applicant shall not be entitled to any payments or benefits from the Company in respect of the Applicant’s interests in the IP Rights that are the subject of the executed Administration of IP Rights Agreement unless and until the Applicant has been elected to Membership.

  • As of the closing date of the Synchron transaction, the gross value of each component was determined to be as follows: $2,900 for the Investment Agreement, $825 for the Option Agreement and $1,027 for the IP Rights Agreement.

  • Notwithstanding anything to the contrary in an Administration of IP Rights Agreement, except where divergence is expressly permitted, any Administration of IP Rights Agreement (excluding any deed of assignment itself) shall be subject to and be deemed to incorporate the provisions of this MOI and the Governance Rules as amended from time to time, and in the event of a conflict, the provisions of the MOI and the Governance Rules shall prevail.

  • Additionally, the parties executed an IP Rights Agreement, whereby Synchron received rights to use and improve the Company’s intellectual property relating to our patents-pending and related technical information.

  • The incremental difference between the estimated value of the exclusive and non-exclusive IP Rights Agreement was added to the value from the Black- Scholes model to arrive at the total value of the Option.Because Synchron will obtain exclusive rights to the intellectual property if it exercises the Option, the value of the IP Rights Agreement is considered deferred income as the Company retains exclusive title to the intellectual property until Synchron exercises the Option.

  • The Company engaged a third-party valuation firm to determine the fair value of each component of the transaction: the Investment Agreement, the Option Agreement and the IP Rights Agreement.


More Definitions of IP Rights Agreement

IP Rights Agreement. Definition of Excluded Tune Assets "Imagine" Preamble "Indemnified Party" 7.8 "Interactive Music Channel" 3.3 "Liberty" Preamble "LMA Ruling" 2.6 "MTVN" Preamble "MTVN Contribution IP" 4.15(a) "MTVN Financial Statements" 4.4 "MTVN Indemnified Parties" 7.3 "MTVN Online" Recitals "MTVN Online Interim Balance Sheet" 4.4 "MTVN-Partnership Employees" 3.1(j) "MTVN Permits" 4.10(b) "Operative Agreements" 2.1 "Other Party" 7.8(b) "PBGC" 4.13(b) "Partnership" Recitals "Partnership Agreement" Recitals "Partnership Indemnified Parties" 7.2 "Real Property" 6.10(b) "Rebates" 3.2
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IP Rights Agreement means that certain letter agreement dated as of the Effective Date among QS Holdings, S.à.x.x. and 54xx Xxxxxx Xoldings S.à.x.x. and the Administrative Agent regarding certain license agreements between QS Holdings, S.à.x.x. and 54xx Xxxxxx Xoldings S.à.x.
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IP Rights Agreement means the IP Rights Agreement, dated as of the Closing Date, by and between Xxxxxxxx, XX and the Company, as the same may be amended, modified, supplemented or restated from time to time in accordance with the terms thereof.
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IP Rights Agreement means an agreement to be entered into between NGG and National Grid Carbon Limited to assign or perpetually licence certain intellectual property rights from research and design work carried out for National Grid Carbon Limited for CO2 transport in NGG’s Feeder 10 pipeline for a consideration of approximately £100,000; “Know-how” means non-trivial industrial and commercial information and techniques, in each case, in any form and not in the public domain, and including drawings, formulae, processes, methodologies, test results, reports, research, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;
Sample 1
IP Rights Agreement. The Parties shall enter into an IP Rights Agreement to grant Investor the IP Rights, subject to the terms and conditions of the IP Rights Agreement set forth below. Pursuant to and subject to the terms and conditions of the IP Rights Agreement, Investor shall be entitled to the following: (a) use of the IP Rights on a royalty-free (subject to (d) below), unlimited basis for any and all purposes and applications for a perpetual term; (b) rights to information regarding improvements, testing and results as long as an Investor Director Designee is on the Board; (c) the right to enhance or progress the intellectual property of the Company for rare earth and other applications; and (d) the license granted to Investor shall be deemed fully paid-up unless the Investor fails to exercise the Option. Pursuant to and subject to the terms and conditions of the IP Rights Agreement, the Company shall be entitled on a royalty-free, unlimited and perpetual basis to the right to use all improvements to the intellectual property of the Company relating to rare earth processing and separation made or acquired by Investor. Such rights to improvements to the Company’s intellectual property shall be solely for use by the Company and shall not be transferred to any third party. The Investor shall own all right, title and interest to any improvements made by or for Investor (subject to the license rights granted to the Company). During the Option Period, the Investor IP Rights Agreement will be on a non-exclusive basis and will not provide for a separate licensing fee from Investor to the Company; provided, however, that the Company may not grant any rights to third parties that extend beyond the Option Period. However: (a) if the Option is not exercised prior to its expiration, then any extension of the IP Rights Agreement beyond the Option Period shall become subject to an annual licensing fee from Investor to the Company, which amount shall be set at a commercially reasonable fee as determined by an independent expert, or (b) if the Option is exercised, the Investor IP Rights Agreement will be on an exclusive basis (as to third parties) for a perpetual term, shall not be subject to a licensing fee and the license in favor of the Investor pursuant to the Investor IP Rights Agreement shall be deemed fully paid-up. Short Sales; Standstill: Investor agrees that for the period ending on the earlier of (a) one year following the date of a binding letter of intent or term sheet and (...
Sample 1
IP Rights Agreement means that certain letter agreement dated as of the Effective Date among QS Holdings, S.à.r.l. and 54th Street Holdings S.à.r.l. and the Administrative Agent regarding certain license agreements between QS Holdings, S.à.r.l. and 54th Street Holdings S.à.r.l. and the Australian Borrower and the Japanese Borrower, respectively.
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Related to IP Rights Agreement

  • Rights Agreement shall have the meaning set forth in Section 3(c) hereof.

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Investor Rights Agreement has the meaning set forth in the Recitals.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Master Registration Agreement means the agreement of that sets out (among other things) the procedure for a supplier to Register a Supply Point;

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.

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

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • Cross License Agreement means that certain Cross License Agreement between and among Medarex, Cell Genesys, Inc., Abgenix, Inc., Xenotech, L.P. and Japan Tobacco Inc., dated March 26, 1997.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

  • Trademark Agreement means the Trademark License Agreement between the Company, on the one hand, and Trimble, on the other hand, to be entered into at the Closing in substantially the form attached hereto as Exhibit E.

  • Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

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

  • License Agreement means the agreement between SAP (or an SAP SE Affiliate, or an authorized reseller) under which Customer procured the rights to use SAP Software or a Cloud Service.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • Voting Agreement has the meaning set forth in the Recitals.

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights;