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Necessary IP definition

Necessary IP is defined in Section 7.1(d).
Necessary IP means all patent and patent application entitled to an effective filing date occurring at any time prior to the expiration or earlier termination of this Agreement and which are essential or useful to the development, manufacture, use, sale, importation, disposal or distribution of licenses or other rights to the Software or a Client Program in order to comply with the location services portion of the specifications of any wireless communications standard adopted for any air interface anywhere in the world.
Necessary IP has the meaning set forth in Section 3.01(u)(ii).

Examples of Necessary IP in a sentence

  • The consummation of the transactions contemplated by this Agreement will not (i) alter, restrict, encumber, impair or extinguish any rights in any Necessary IP, or (ii) result in the creation of any Lien with respect to any of the Company IP.

  • The consummation of the transactions contemplated by this Agreement will not restrict, encumber, impair or extinguish any Necessary IP Rights in any material respect.

  • The consummation of the transactions contemplated by this Agreement will not alter, restrict, encumber, impair or extinguish any Necessary IP Rights.

  • The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not cause the breach, modification, cancellation, forfeiture, termination, or suspension of, or acceleration of any payments with respect to, any Necessary IP Licenses, except as individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect.

  • Notwithstanding anything in this Agreement to the contrary, to the extent that Immedica is unable to set off any amount of any Necessary IP Payment (such amount, the “Necessary IP Payment Carryover”) against any Available Remedy Amount, such Necessary IP Payment Carryover may be set off against any subsequent Available Remedy Amount.

  • Nothing in this Section 8 shall relieve Z-KAT of its obligation to use its best efforts to obtain any consents required for the transfer of the Assets (and all rights thereunder) and the license and sublicense of the Necessary IP Rights to Company.

  • The consummation of the transactions contemplated by this Agreement will not (i) alter, restrict, encumber, impair or extinguish any Necessary IP Rights, or (ii) result in the creation of any Lien with respect to any of the Intellectual Property Rights owned or otherwise held by the Company or any of its Subsidiaries.

  • Z-KAT agrees to grant (i) licenses for the Z-KAT Patent Rights and (ii) sublicenses for Z-KAT License Rights which constitute all the Necessary IP Rights (collectively, the “Licenses”) to Company on the terms and subject to the conditions of that certain License Agreement, dated as the date hereof, by and between Z-KAT and Company, in the form attached hereto as Exhibit A (the “License Agreement”).

  • The shareholders of Z-Kat and Z-Kat’s Board of Directors have each approved the Contribution of the Assets and Necessary IP Rights to the Company pursuant to this Agreement.

  • Any disagreements on whether any such intellectual property constitutes Infringed or Reasonably Necessary IP will be referred for final determination to an independent patent attorney with requisite experience and expertise selected by the Patent Coordinators using the process described in Section 8.1(c).


More Definitions of Necessary IP

Necessary IP shall have the meaning set forth in Section 9.5.4(a).
Necessary IP means one or more Patents that are (a) owned or controlled by a Third Party and to which Kite acquires a license following the Effective Date or (b) acquired by Kite following the Effective Date, […***…].
Necessary IP means Background Intellectual Property of a Party that is necessary to the reasonable use and exploitation of the Project IP.

Related to Necessary IP

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

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

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • 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.

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

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

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

  • Licensed Intellectual Property means all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including Seller or any of its Affiliates.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

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

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

  • Third Party Licenses has the meaning set forth in Section 3.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • Contractor Intellectual Property means any intellectual property owned by Contractor and developed independently from the Services.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • 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.

  • Business IP means Intellectual Property Rights that are used in and material to the Acquired Business as currently conducted and as currently proposed to be conducted.

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

  • Intellectual Property License means any license, permit, authorization, approval, contract or consent granted, issued by or with any Person relating to the use of Intellectual Property.

  • 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.