Licensed SpinCo IP definition

Licensed SpinCo IP means all Intellectual Property (other than Trademarks and rights of privacy, publicity and in or with respect to social media), in each case, Controlled by any member of SpinCo Group as of immediately after the Effective Time that is necessary for or otherwise used or practiced as of the Effective Time in the developing, designing, manufacturing, having manufactured, importing, exporting, selling, offering for sale, marketing, distributing and other commercializing of Licensed Parent Products, including instruments, services, and software (as they exist as of the Effective Date) and surgical and treatment techniques associated therewith. For the avoidance of doubt, “Licensed SpinCo IP” (a) includes the SpinCo Intellectual Property; and (b) excludes the Excluded IP.
Sample 1Sample 2Sample 3
Licensed SpinCo IP has the meaning set forth in Section 3.1.
Sample 1Sample 2Sample 3
Licensed SpinCo IP means Intellectual Property that is both: (a) Controlled by SpinCo as of the Effective Date or is a Patent obtained or acquired after the Effective Date that claims priority to Patents Controlled by SpinCo as of the Effective Date; and (b) necessary or useful to use, copy, modify, distribute, perform, display, create derivatives of, make, have made, import, supply, offer for sale or sell any Licensed Product.
Sample 1Sample 2

Examples of Licensed SpinCo IP in a sentence

  • SpinCo and the other members of the SpinCo Group desire to grant to Parent and the other members of the Parent Group, and Parent and the other members of the Parent Group desire to be granted, certain non-exclusive licenses under the Licensed SpinCo IP (as defined below) in accordance with and subject to the terms and conditions of this Agreement.

  • As between the Parties, all right, title and interest in and to all Licensed SpinCo IP shall be owned by SpinCo and the other members of the SpinCo Group, and Parent shall not acquire, and nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or other right, title or interest in or to such Licensed SpinCo IP or any other Intellectual Property owned by SpinCo or of any of its Group, except for the license granted to Parent pursuant to Section 3.1.

  • The ownership of any Improvements to the Licensed Parent IP or the Licensed SpinCo IP, or the subject matter described or claimed therein, as applicable, that are created, authored, conceived of, made, or otherwise developed by or on behalf of either Party or any of its Affiliates after the Effective Date (each, an “Intellectual Property Improvement”) will be determined in accordance with applicable United States Laws (regardless of where the applicable activities occurred).

  • Such improvements and any Intellectual Property embodied therein (including any subsequently obtained or acquired Patents claiming priority thereto) shall be included in the Licensed SpinCo IP licensed to SPWR and SPWR Affiliates in Section 3.1. The license granted pursuant to this Section 2.2 does not apply to improvements developed under the Product Collaboration Agreement.

  • Parent shall remain responsible and liable for the Permitted Parties’ exercise of any rights sublicensed hereunder and any use of the Licensed SpinCo IP by such Permitted Party outside of the permitted scope of the license.

  • The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.

  • Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein.

  • For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.

  • SPWR may make improvements to the Licensed SpinCo IP and Exclusively Licensed SPWR Patents.

  • The ownership of any Improvements to the Licensed Parent IP or the Licensed SpinCo IP, or the subject matter described or claimed therein, that are invented, created, conceived, developed, or otherwise made by or on behalf of any Party or any of its Affiliates after the Effective Date will be determined in accordance with United States patent, copyright, or other applicable intellectual property law.


More Definitions of Licensed SpinCo IP

Licensed SpinCo IP means (i) the SpinCo Intellectual Property (excluding Trademark-Related IP), the SpinCo Software, and the SpinCo Technology, and (ii) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (i), in each case subject to the limitations set forth herein, and to the extent Controlled by SpinCo or any member of the SpinCo Group as of the Effective Time (including as a result of the assignments made by this Agreement). Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Bxxxx, Inc. (“ABI”), except to the extent outside the “Field,” as that term is defined in the “License Agreement” dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.; (e) directed to any products utilizing specialty chemicals derived from co-products of the kraft pulping process sold by SpinCo into the paper or packaging field or any processes for manufacturing such products (including, for the avoidance of doubt, paper sizing); (f) owned by a third party (including for these purposes any joint venture or partnership or similar business entity of which SpinCo is a member or in which SpinCo has an ownership interest) and not sublicensable to Parent or any member of the Parent Group by SpinCo or any member of the SpinCo Group.
Sample 1Sample 2
Licensed SpinCo IP means (a) the SpinCo Intellectual Property (excluding any trademarks and service marks, whether registered or unregistered), the SpinCo Software, and the SpinCo Technology and (b) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (a) that have or may have application outside of the SpinCo Field, in each case, to the extent Controlled by SpinCo or any member of the SpinCo Group as of the Effective Time (including as a result of the assignments made by this Agreement).
Sample 1

Related to Licensed SpinCo IP

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

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

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Developed IP means any Intellectual Property Rights that are conceived or reduced to practice, or otherwise created or developed, by or on behalf of a Party, its Affiliates or sublicensees, alone or together with one or more Third Parties, during the Term in connection with the Development, Manufacture, or use of the Compound or any Product.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

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

  • Licensor Technology means the Licensor Patents, the Licensor Know-How, Licensor Materials, and Non-Patent Rights Controlled by Licensor or its Affiliates embodied in Licensor Know-How or Licensor Materials.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

  • Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

  • Foreground IP means IP and IP Rights conceived, developed or created by, for or with Seller either alone or with third parties, in the performance of this Contract, including modifications to any Buyer Specification suggested by Seller.

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Licensed producer means an agent, broker, or reinsurance intermediary licensed pursuant to the applicable provision of the insurance law of any jurisdiction.

  • Foreground IPR means any and all Intellectual Property Rights generated individually by either of the Parties or by jointly both of the Parties in the execution of the Contract.

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Licensed Products means tangible materials which, in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of the Licensed Patent Rights that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

  • Licensed Patent Rights means: (a) Patent applications (including provisional patent applications and PCT patent applications) or patents listed in Appendix A, all divisions and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues, reexaminations, and extensions of these patents; (b) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): (i) continuations-in-part of 2.9(a); (ii) all divisions and continuations of these continuations-in-part; (iii) all patents issuing from these continuations-in-part, divisions, and continuations; (iv) priority patent application(s) of 2.9(a); and (v) any reissues, reexaminations, and extensions of these patents; (c) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): all counterpart foreign and U.S. patent applications and patents to 2.9(a) and 2.9(b), including those listed in Appendix A; and (d) Licensed Patent Rights shall not include 2.9(b) or 2.9(c) to the extent that they contain one or more claims directed to new matter which is not the subject matter disclosed in 2.9(a).

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Licensed Software includes error corrections, upgrades, enhancements or new releases, and any deliverables due under a maintenance or service contract (e.g., patches, fixes, PTFs, programs, code or data conversion, or custom programming).

  • Joint Patent Rights means Patent Rights that contain one or more claims that cover Joint Technology.

  • Licensed Patents means (a) all United States patents and patent applications listed in Exhibit A, as modified pursuant to Section 2.6.1, including patents arising from such patent applications; and (b) any re-examination certificates thereof, and their foreign counterparts and extensions, continuations, divisionals, and re-issue applications; provided that “Licensed Patents” will not include any claim of a patent or patent application covering any Manufacturing Technology.

  • Joint IP means Joint Know-How and Joint Patent Rights.

  • Excluded Technology means the Technology listed on Exhibit C.

  • Product Patents means any and all United States patents and patent applications, all divisionals, continuations, continuations-in-part, re-issues, extensions or foreign counterparts thereof, now or hereafter owned or controlled ("controlled" being used in the sense of having the right to grant licenses thereunder) by PERIMMUNE, covering the manufacture, use, sale, offer for sale and/or importation of the Product, including but not limited to, the U.S. Patent No. 5,407,912 attached hereto as Exhibit B.