Licensed Intellectual Property and Technology definition

Licensed Intellectual Property and Technology means the Patents and the Licensed Know-How.
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Licensed Intellectual Property and Technology has the meaning set forth in Section 3.13(c). “Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien or charge of any kind. “Xxxx Xxxxxx Trust” has the meaning set forth in the introductory paragraph hereof. “Losses” means any and all liabilities, claims, expenses (including reasonable attorneys’ fees and expenses) and damages, reasonably foreseeable lost profits and any claim properly paid to a third party in connection with a Third Party Claim, provided, that Losses shall exclude punitive, consequential, special, and indirect damages (including any damages based on any type of multiple). “Material Contract” means any (i) Services Agreement, (ii) Plan Sponsor Recordkeeping Agreement, (iii) Fund Agreement, (iv) Revenue Agreement, (v) Significant Producer Agreement, (vi) any Contract evidencing Indebtedness of the Company or BCGS, (vii) any other Contract with any Customer, and (viii) any other Contract to which the Company or BCGS is a party or by which its assets are bound that (a) calls for the payment by or on behalf of the Company or BCGS in excess of $10,000 per annum, or the delivery of goods or services with a fair market value in excess of $10,000 per annum, during the remaining term thereof, (b) establishes a joint venture or similar arrangement, (c) involves an acquisition or disposition of any material portion of the Company Business or pursuant to which there is continuing indemnification obligations of the Company or BCGS, (d) contains covenants restricting the ability of the Company or BCGS to compete in any line of business or geographical area or to do business with any Person or solicit the employment of any Person or (e) constitutes any real property interest. “MSRB” means the Municipal Securities Rulemaking Board. -9- 40733748.21
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Examples of Licensed Intellectual Property and Technology in a sentence

  • Subject to the terms and conditions of this Agreement, Apogee hereby grants to RedHill an exclusive (including as to Apogee itself), worldwide and, subject to the termination rights herein, irrevocable and perpetual, license under the Licensed Intellectual Property and Technology (the “License”).

  • Aroa shall diligently prosecute and maintain in full force in the Territory the Aroa Patent Rights and any other patents and patent applications which form part of the Licensed Intellectual Property and Technology Rights (collectively, the “Relevant Patents”), and shall appoint counsel at its discretion but reasonably acceptable to TELA Bio (TELA Bio confirms that Aroa’s counsel at the Effective Date of this Umbrella Agreement is acceptable) to prosecute, maintain and defend such patents.

  • If TELA Bio gives notice that it is exercising its right to step in or sublicense a Third Party to manufacture in accordance with this Section, Aroa shall be deemed to have granted TELA Bio or its Third Party representative, as the case may be, a non-exclusive license under such Production Materials and the Licensed Intellectual Property and Technology Rights to make or have made such Product in accordance with this Section.

  • To the Knowledge of the Seller, all other Patents, Marks, Copyrights, Mask Works and Trade Secrets included in the Sale Business Intellectual Property and Seller Licensed Intellectual Property and Technology (excluding any applications for issuance or registration included in the Registered IP) owned by Seller or an IP Affiliate are valid and enforceable.

  • Upon [***] prior written notice to Aroa, TELA Bio may forfeit its rights hereunder with respect to any Licensed Intellectual Property and Technology Rights for one or more Products for one or more Indications in the North American Territory if the Goal for that particular Indication(s) in the North American Territory has not been achieved by the applicable Goal Deadline.

  • In addition, upon [***] prior written notice to Aroa, TELA Bio may forfeit its rights hereunder with respect to any Licensed Intellectual Property and Technology Rights for one or more Products for one or more Indications in the European Territory if the Goal for that particular Indication(s) in the European Territory has not been achieved by the applicable Goal Deadline.

  • Except as otherwise expressly set forth in Section 5.2 below, TELA Bio shall have no restrictions on its development activities provided it only uses the Licensed Intellectual Property and Technology Rights within the scope of the Aroa License.

  • The Sale Business Intellectual Property and the Seller Licensed Intellectual Property and Technology are subsisting.

  • Except as set forth on Section 3.13(c) of the Seller Disclosure Schedule, the Company and BCGS are in material compliance with the terms of the license or purchase agreements governing any Licensed Intellectual Property and Technology, including any obligation to pay any license fees or royalties for use of the Licensed Intellectual Property and Technology.

  • RedHill shall have the right, on its own account and at its own expense, to register as the exclusive licensee of the rights in and to the Licensed Intellectual Property and Technology in the Territory and Cosmo shall execute all documentation reasonably requested by RedHill and otherwise cooperate with RedHill in order to ensure such registration.

Related to Licensed Intellectual Property and Technology

  • Licensed Intellectual Property Rights means all Intellectual Property Rights owned by a third party and licensed or sublicensed to either the Company or any of its Subsidiaries.

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

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Company Intellectual Property Rights means Intellectual Property Rights owned by or purported to be owned by, or exclusively licensed to, the Company or any of its Subsidiaries.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • 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.

  • 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.

  • Foreground Intellectual Property means all Intellectual Property developed by either Party pursuant to this Agreement;

  • Intellectual Property Right means any patent, patent right, trademark, trademark right, trade name, trade name right, service xxxx, service xxxx right, copyright and other proprietary intellectual property right and computer program.

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • Background Intellectual Property Rights means Intellectual Property Rights owned, controlled or furnished by either Party other than Foreground Intellectual Property Rights.

  • Intellectual Property Rights or IPR means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, designs, Know-How, trade secrets and other rights in Confidential Information; applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and all other rights having equivalent or similar effect in any country or jurisdiction;

  • 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.

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

  • Licensor Technology means the Licensor Patents, the Licensor Know-How, Licensor Materials, Product IP, and Licensor’s rights in the Program IP and Joint Patents.

  • Intellectual Property License Agreement shall have the meaning set forth in Section 6.11.

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

  • Licensee Technology means the Licensee Know-How and Licensee Patents.

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

  • Technology Rights means BOARD's rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, software, designs, drawings or data created by the inventor(s) listed in Exhibit I at UTMDACC before the EFFECTIVE DATE, which are not claimed in PATENT RIGHTS but that are necessary for practicing PATENT RIGHTS.

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • 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 IP means the Intellectual Property owned by any person other than the Corporation and to which the Corporation has a license which has not expired or been terminated;

  • Intellectual Property Agreement means the Intellectual Property Agreement substantially in the form attached hereto as Exhibit C.

  • Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(p).