Parent Licensed IP definition

Parent Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to Parent.

Parent Licensed IP means the Intellectual Property Rights (other than Trademarks or Registered IP) owned by Parent or any member of the Parent Group as of or immediately prior to the Effective Time that were used in connection with the operation of the SpinCo Business as of or immediately prior to the Effective Time.

Parent Licensed IP means all in-bound patent licenses, trademark licenses and copyright licenses (including software) which, in each case, is material to the business of Parent as currently conducted; provided, however, that Parent Licensed IP shall not include any licenses for click-wrap, shrink-wrap or off-the-shelf software.

Examples of Parent Licensed IP in a sentence

• The Purchaser, on behalf of itself and the Company, acknowledge and agree that, except as set forth in the IPA, all of the Company’s rights in and to the Parent Licensed IP shall cease as of the Closing and, from and after the Closing, the Company shall have no right to use the Parent Licensed IP except as set forth in the IPA.

• None of DI, DIPI or their Affiliates, nor any Company IP or Parent Licensed IP, is subject to any outstanding judgments, governmental orders, consents, forbearances to sue, settlement agreements or other arrangements in connection with the resolution of any claims, disputes or other assertions that restrict the right to use or prohibit the use in the Business of any Company IP or Parent Licensed IP.

• None of the Parent Owned IP or, to the Knowledge of the Parent, Parent Licensed IP, is subject to any pending or outstanding injunction, directive, order, judgment or other disposition of dispute that adversely and materially restricts the use, transfer, registration or licensing by the Parent of any such Parent IP, other than patent prosecution activities being conducted before a Governmental Entity in the ordinary course of business.

• Neither DI, DIPI or any of their Affiliates (other than the Company) have granted to a third party any license or other right, title or interest in or to (i) the Company IP except for non-exclusive licenses to suppliers, contractors and distributors solely for the purposes of the Business, or (ii) the Parent Licensed IP that would conflict with or otherwise limit or impair the rights in Parent Licensed IP granted under the IPA.

• No material IP that would otherwise constitute Company IP, Parent Licensed IP or Company Used IP has (at Sealed Air Parties’, DI’s or DIPI’s direction) been assigned, transferred, abandoned or otherwise disposed of in the twelve (12) months prior to the date hereof, other than non-exclusive licenses to third-party IP disposed of in the Ordinary Course of Business.

More Definitions of Parent Licensed IP

Parent Licensed IP means any Intellectual Property licensed to Parent or any of its Subsidiaries; and (B) “Parent IP” means Parent Owned IP and Parent Licensed IP.

Parent Licensed IP means the IP that is licensed to the Company pursuant to the IPA.

Parent Licensed IP means Parent IP that is licensed to Parent or any of its Subsidiaries, excluding (a) off-the-shelf software and software that is generally available for license on a mass market commercial basis pursuant to a standard form agreement that is not subject to negotiation for annual fees that do not exceed $20,000, and (b) other software that is not material to the conduct of the business of Parent or any of its Subsidiaries and can be readily replaced for $50,000 or less with software that provides substantially the same features, functionalities and overall performance.

Parent Licensed IP means any Intellectual Property that is licensed (or other similar agreement) to Parent or its Subsidiaries.

Parent Licensed IP means any and all Intellectual Property licensed or otherwise provided from any third Person to Parent or any of its Subsidiaries.

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

Parent Licensed IP means all Intellectual Property as of the Share Acquisition Closing that is used by or primarily relates to the Optronics Business and is owned by Parent or its Subsidiaries or under which Parent or its Subsidiaries has the right to grant a sublicense to Avanex other than (i) Parent Assigned IP, (ii) Optronics IP, and (iii) and Optronics Third Party IP.