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. “▇▇▇▇ ▇▇▇▇▇▇ 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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Licensed Intellectual Property and Technology means the Licensed Know-How and the Licensed Intellectual Property.
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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”).

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

  • The exercise by RedHill of the License will not by itself infringe upon the patent or other intellectual property rights of any third party, and no actions, suits, claims, disputes, or proceedings concerning the Licensed Intellectual Property and Technology are currently pending or to Apogee’s knowledge have been threatened.

  • Furthermore, to Apogee’s knowledge, there are no legal actions or proceedings by a third party (including employees or former employees of Apogee) contesting the ownership or validity of the Licensed Intellectual Property and Technology or ABC294640 or [****] or any part thereof.

  • The material Copyrights (excluding any applications for registration therefor) and Trade Secrets included in the Sale Business Intellectual Property or the Seller Licensed Intellectual Property and Technology owned by Seller or an IP Affiliate are valid and enforceable.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.