Parent Licensed IP definition

Parent Licensed IP means any Intellectual Property licensed by Parent or any of its Subsidiaries from a third party and material to the conduct of the business of Parent and its Subsidiaries, taken as a whole.

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

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.

Examples of Parent Licensed IP in a sentence

• 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.

• Neither Parent, nor any of its Subsidiaries, has received any notice that any Parent Licensed IP is subject to any outstanding injunction, judgment, order, decree, ruling or charge.

• 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.

• Subject to the terms and conditions of this Agreement, Parent, on behalf of the Parent Group, hereby grants to the SpinCo Group a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the SpinCo Field of Use by SpinCo and its controlled Affiliates but not for the independent use of Third Parties), and worldwide license to the Parent Licensed IP in the SpinCo Field of Use (“SpinCo License”).

• Effective as of the Effective Date and subject to the provisions of this Section 5.6, Parent, on behalf of itself and each member of the Parent Group, hereby grants to SpinCo and each member of the SpinCo Group a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up and royalty-free license under the Parent Licensed IP to use, copy, distribute, disclose, make, modify, improve, display, and otherwise exploit such Parent Licensed IP in the current and future operation of the SpinCo Business.

More Definitions of Parent Licensed IP

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.

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

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 all Intellectual Property Rights that are exclusively licensed or purported to be exclusively licensed to Parent or any Parent Subsidiary.

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

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 the Intellectual Property Rights described on Exhibit 1.1D;