Material IP Agreement definition

Material IP Agreement means any contract or agreement between a Borrower and a Customer providing for the sale or licensing to such Customer of Intellectual Property owned by such Borrower and subject or entitled to United States copyright, patent or trademark protection, unless such sale or license is ancillary to other goods or services provided under such contract or agreement and is not a material element of such goods or services.
Sample 1
Material IP Agreement means a license, development agreement or other contract or agreement, to which a Borrower or Subsidiary is a party, pursuant to which such Borrower or Subsidiary licenses or has other rights to use, develop, commercialize or otherwise derive other benefit from intellectual property of another Person, or pursuant to which a Borrower or Subsidiary has rights to co-develop intellectual property with another Person, in each case, with respect to such license, development agreement or other contract or agreement, as to which the breach, nonperformance, cancellation or failure to renew by any party would have a Material Adverse Effect
Sample 1
Material IP Agreement means any agreement between an Obligor and a person who is not an Obligor pursuant to which such Obligor acquires any (or any right to or in respect of) Material Intellectual Property.
Sample 1

Examples of Material IP Agreement in a sentence

  • The Company and its Subsidiaries are in material compliance with all Material IP Agreements, and neither the Company nor its Subsidiaries will be, as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any Material IP Agreement.

  • With respect to any Material IP Agreement, any material notice provided pursuant thereto, or any material amendment, waiver or other modification thereto, within five (5) Business Days of the date received, or in case of any amendment, of the effectiveness thereof.

  • Schedule 2.16(a) lists all material licenses, sublicenses and other ------ ---------------- agreements (each, a "Material IP Agreement") as to which SRC or any SRC --------------------- Subsidiary is a party and pursuant to which SRC or any SRC Subsidiary is authorized to use third party patents, registered copyrights, registered trademarks, trade names and service marks, and any applications therefor (the "Third Party Intellectual Property Rights").

  • Section 2.14(b) of the Company Disclosure Schedule sets forth, for each Material IP Agreement, the product(s) of the Company to which such Material IP Agreement relates.

  • No party to any Material IP Agreement has made or asserted any defense, set-off or counterclaim under such Material IP Agreement or has exercised, or notified the Company or any Company Subsidiary of any intent to exercise, any right to cancel, terminate or shorten the term of or otherwise modify any such IP Agreement.

  • The Compton Center has increased its level of security in the ITS facility by installing card key door locks similar to those being used at the college.


More Definitions of Material IP Agreement

Material IP Agreement has the meaning set out in paragraph 47 of Schedule 3;
Sample 1
Material IP Agreement has the meaning set forth in Section 2.14(b).
Sample 1

Related to Material IP Agreement

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Material Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

  • Material Documents has the meaning set forth in Section 5.23.

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • industrial agreement means an agreement registered by the Commission under this Act as an industrial agreement;

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule III hereto.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Material Project Documents means, collectively, the Power Purchase Agreement, the EPC Contract, the Transmission Facilities Construction Agreement, the O&M Agreement, the Coal Supply Agreements, the Coal Transportation Agreement and all other instruments, agreements or other documents arising from or related to the Project, but shall not include any Financing Agreement.

  • Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Parent Material Contract shall have the meaning set forth in Section 4.16(a).

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights in Annex 1C to the WTO Agreement;

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • IP License Agreement shall have the meaning set forth in Section 1.2.

  • Material Information means any information (Material Fact or Material Change) relating to the business and affairs of the Company that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company’s securities;

  • Business Agreements has the meaning specified in Section 5.15.

  • License Agreements shall have the meaning set forth in Section 8.11 hereof.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.