Licensed Seller Intellectual Property definition

Licensed Seller Intellectual Property means the Intellectual Property Rights and Technology licensed by Seller or an Affiliate of the Seller to Purchaser or an Affiliate of the Purchaser and as set forth in Schedule 1 of the Intellectual Property License Agreement.
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Licensed Seller Intellectual Property means any Intellectual Property that is licensed by a third party to the Seller or an Affiliate of the Seller (other than the Company or any Subsidiary) that is used by the Company or a Subsidiary as an Affiliate of such licensee in order to operate its Business.
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Licensed Seller Intellectual Property means the Intellectual Property Rights owned by Seller and its Affiliates (other than the Transferred Entities) as of the Closing and that have been used, held for use in, or is necessary for the conduct of the Business in the 12-month period immediately preceding the Closing Date, including any Software or documentation owned or developed by Seller and its Affiliates (other than the Transferred Entities) and used, held for use in, or is necessary for the conduct of the Business in the 12-month period immediately preceding the Closing Date, but, in each case, excluding the Names. "Lien" means any charge, easement, lien, mortgage, pledge, security interest, or similar encumbrance of any kind, other than restrictions on transfer arising under applicable securities Laws.
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Examples of Licensed Seller Intellectual Property in a sentence

  • No Seller Party has provided Transferred Intellectual Property Rights or Licensed Seller Intellectual Property to any Governmental Authority, under Contract or otherwise, in any manner that gives such Governmental Authority any additional or different rights than those contained in the Seller’s standard form terms of sale.

  • Each item of Licensed Seller Intellectual Property is either (i) owned solely by a Seller Party free and clear of any Liens (other than Permitted Liens and other liens that would not prevent or limit the grants of license made or purported to be made in the IPMA), or (ii) rightfully used and authorized for use by the Seller Parties pursuant to a valid and enforceable written license.

  • All amounts payable by any Seller Party to consultants and former consultants involved in the development of any Transferred Intellectual Property Rights or Licensed Seller Intellectual Property owned or purported to be owned by any Seller Party have been paid in full.

  • The transactions contemplated herein will not alter, impair or otherwise affect any right or interest of any Seller Party in any Transferred Intellectual Property Rights or Licensed Seller Intellectual Property.

  • To Seller’s knowledge, there is no unauthorized use, infringement, or misappropriation by any Person of any Transferred Intellectual Property Rights or Licensed Seller Intellectual Property owned by any Seller Party.

  • Buyer acknowledges that the Licensed Seller Intellectual Property is the Confidential Information of Seller.

  • The Seller Parties have taken commercially reasonable measures to protect the Seller Parties’ rights in the material Trade Secrets included in the Transferred Intellectual Property Rights and Licensed Seller Intellectual Property.

  • Except as set forth on Schedule 4.7(l), no Seller Party has (i) granted any exclusive license with respect to, any Transferred Intellectual Property Rights or Licensed Seller Intellectual Property owned or purported to be owned by the Seller to any other Person or (ii) granted any customer the right to use any Product or portion thereof on anything other than a non-exclusive basis.

  • Buyers and their Affiliates (including the Acquired Companies) shall own the new incremental portion of any derivative works based on the Licensed Sellers Intellectual Property created by Buyers or their Affiliates (including the Acquired Companies) following the Closing (for the avoidance of doubt, Buyers and their Affiliates (including the Acquired Companies) shall not own the underlying Licensed Seller Intellectual Property or the derivative work as a whole).


More Definitions of Licensed Seller Intellectual Property

Licensed Seller Intellectual Property has the meaning set forth in Section 2.13(b) of the Agreement.
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Licensed Seller Intellectual Property has the meaning set forth in Section 2.12(c)(vi).
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Related to Licensed Seller Intellectual Property

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

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

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

  • Transferred Intellectual Property means all Intellectual Property owned (in whole or in part) by or licensed to the Seller and related to, used or held for use in connection with the Business, including the “Bovie” trademarks, brand names and related Intellectual Property and all Intellectual Property set forth on Section 3.13 of the Seller Disclosure Letter, but excluding the Excluded 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.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

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

  • Project Intellectual Property means any Intellectual Property created under, or otherwise in connection with the Project.

  • Joint Intellectual Property means, collectively, Joint Know-How and Joint Patents.

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

  • 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.

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

  • Intellectual Property Assets includes:

  • New Intellectual Property means any Intellectual Property that arises out of, or is created in the course of, the performance of the Contract.

  • 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.