Purchased IP Rights definition

Purchased IP Rights has the meaning set forth in Section 2.2.1(e).
Sample 1Sample 2
Purchased IP Rights means the Purchased Patent Rights, the Purchased Know-How Rights, and the Purchased Trademark Rights.
Sample 1Sample 2
Purchased IP Rights collectively, the Owned Business IP Rights identified on Schedule 1.1(a)(ii), the rights of Seller under the In-Bound Licenses identified on Schedule 1.1(a)(iii), and the rights of the Purchased Subsidiaries under the In-Bound Licenses and Intra-Company Licenses identified on Schedule 1.1(a)(iv)
Sample 1

Examples of Purchased IP Rights in a sentence

  • The Asset Selling Corporations and, to the knowledge of the Asset Selling Corporations, their patent counsel, have complied with their duty of candor and disclosure to the applicable Governmental Authorities with respect to all Patents included in the Purchased IP Rights and have made no material misrepresentations in the applicable patent filings.

  • For clarity, Purchaser shall be solely responsible for any and all fees associated with the recording of the assignment of the Purchased IP Rights in any national patent or trademark office.

  • Xxxxxxxxx have each assigned all right, title and interest in and to the Purchased IP Rights.

  • In addition to the foregoing, at such time as reasonably requested by a party on or after the Effective Date, the other party shall duly execute and deliver to such party such bills of sale, assignment or other title transfer documents and instruments reasonably requested by such party evidencing the sale, conveyance, transfer and assignment of the Assets in accordance with this Agreement, including without limitation assignment agreement(s) for the Purchased IP Rights.

  • Except pursuant to the licenses listed in Schedule 3.9(b), the Asset Selling Corporations do not have any obligation to compensate or account to any Person for the use of any of the Purchased IP Rights.

  • The Asset Selling Corporations have not transferred ownership of (whether a whole or partial interest), or granted any exclusive right to use, any of the Purchased IP Rights to any Person.

  • Each Person who is or was an employee, officer, director or contractor of the Asset Selling Corporations and who is or was involved in the creation or development of any Purchased IP Rights has signed an enforceable agreement containing an assignment to the Asset Selling Corporations of all Intellectual Property in such individual’s or entity’s contribution to the Purchased IP Rights.

  • The Purchased IP Rights are not subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority (other than the U.S. or other national patent office) affecting the rights of the Asset Selling Corporations with respect thereto.

  • The Asset Selling Corporations are not bound by, and no Purchased IP Rights are subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Asset Selling Corporations to use, exploit, assert, or enforce any Purchased IP Rights anywhere in the world.

  • Without limiting the foregoing, no interference, opposition, reissue or reexamination proceeding is pending, or to the Knowledge of Parent threatened, in which the scope, validity, or enforceability of any of Purchased IP Rights is being contested or challenged.


More Definitions of Purchased IP Rights

Purchased IP Rights means the Intellectual Property included in the Purchased Rights.
Sample 1

Related to Purchased IP Rights

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • 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.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • 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.

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • IP Rights has the meaning specified in Section 5.17.

  • Company-Owned IP Rights means Company IP Rights that are owned by the Company or any of its Subsidiaries.

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • Excluded Intellectual Property shall have the meaning set forth in Section 1.2(i).

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

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

  • 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.

  • 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.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

  • Company Intellectual Property means all Intellectual Property that is owned or held for use by the Company.

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

  • Company Intellectual Property Agreements means any Contract governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

  • Acquired Intellectual Property has the meaning given in Section 2.1(b).

  • 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.

  • 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.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Patents means those Patents identified on Schedule 1.01(g).

  • Purchased Interests has the meaning set forth in the Recitals.

  • Intellectual Property Assets means all Intellectual Property that is owned by Seller and used in or necessary for the conduct of the Business as currently conducted.