Marconi IP definition

Marconi IP shall have the meaning set forth in the Preamble.
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Examples of Marconi IP in a sentence

  • The Seller, Marconi IP and the Parent make no representations or warranties with respect to any projections, forecasts or forward-looking statements made available to the Purchaser.

  • Except as set forth on Schedule 4.12, since January 1, 2001, neither the Seller nor any of its Affiliates has received any written notice from any Person that alleges that the Seller or Marconi IP is not in material compliance with any Law applicable and material to the Access Business.

  • The Seller and Marconi IP possess all material Permits required by applicable Law for them to own or hold the Assets and necessary to conduct the Access Business as currently conducted.

  • On and after the effective date of this Agreement, except for the Permitted Disclosures, each of the Seller, Marconi IP and the Parent, and their respective Affiliates, and the Purchaser and AFCNA and their respective Affiliates, agree to hold confidential the terms and provisions of this Agreement and the Related Agreements and the terms of the transactions contemplated hereby and thereby.

  • The Parent, the Seller and Marconi IP shall have delivered to the Purchaser a certificate of the Parent, the Seller and Marconi IP dated as of the Closing Date, executed by an authorized officer of each, certifying as to compliance with Sections 7.1 and 7.2.

  • Except as disclosed in Schedule 4.20, each of the Seller and Marconi IP has, since January 1, 2001, complied and is in compliance in all material respects with all Laws applicable and material to the Access Business.

  • The Parent, the Seller and Marconi IP shall have delivered to the Purchaser a duly executed certificate from an authorized officer of each certifying to their respective (a) organizational documents, (b) resolutions or minutes of the boards of directors and, with respect to the Seller and Marconi IP, shareholders pertaining to the authorization of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby and (c) incumbency of their executing officers.

  • Except as specifically set forth in Section 2.5(d), any Liabilities of the Seller, the Parent or Marconi IP or any of their Affiliates to or with respect to Access Employees and Liabilities under or with respect to employee benefit plans, programs, policies and arrangements.

  • The Purchaser and AFCNA agree to use, and agree to cause their respective Affiliates and Representatives to use, at least the same degree of care to protect such confidential information of the Seller, Marconi IP and the Parent and their Affiliates as the Purchaser and AFCNA use to protect their confidential information of like importance and in any event using not less than a reasonable degree of care.

  • Each of the Parent, the Seller, Marconi IP, the Purchaser and AFCNA and their respective counsel have reviewed and negotiated the terms of this Agreement.

Related to Marconi IP

  • 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.

  • New Technology means any invention, discovery, improvement, or innovation that was not available to the District on the effective date of the contract, whether or not patentable, including, but not limited to, new processes, emerging technology, machines, and improvements to or new applications of existing processes, machines, manufactures and software. Also included are new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable and any new process, machine, including software, and improvements to, or new applications of, existing processes, machines, manufactures and software.

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

  • 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.

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

  • Foreground IP means all intellectual property and Intellectual Property Rights generated under these Terms; and

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

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

  • Foreground IPR means any IPRs that are generated as a result of the activities conducted within the framework of the Project concerned as specified in the corresponding Project Agreement;

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

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

  • 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.

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

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Manufacturing Technology means any and all patents, patent applications, Know-How, and all intellectual property rights associated therewith, and including all tangible embodiments thereof, that are necessary or useful for the manufacture of adeno- associated viruses, adeno-associated virus vectors, research or commercial reagents related thereto, Licensed Products, or other products, including manufacturing processes, technical information relating to the methods of manufacture, protocols, standard operating procedures, batch records, assays, formulations, quality control data, specifications, scale up, any and all improvements, modifications, and changes thereto, and any and all activities associated with such manufacture. Any and all chemistry, manufacturing, and controls (CMC), drug master files (DMFs), or similar materials provided to regulatory authorities and the information contained therein are deemed Manufacturing Technology.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Proprietary Technology means the technical innovations that are unique and

  • Joint Technology means the Joint Know-How and the Joint Patent Rights.

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

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

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • 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.

  • Company IP means all Intellectual Property Rights and Intellectual Property owned by or exclusively licensed to the Company.