Purchaser Licensed IP definition

Purchaser Licensed IP means all Intellectual Property owned by Purchaser Parent or any of its Affiliates that has been licensed to Purchaser or its Subsidiaries pursuant to a Purchaser Ancillary Agreement, including the Purchaser Licensed Trademark Rights.

Purchaser Licensed IP means the Transferred Materials, Transferred IPRs, Transferred Patents, Purchaser Successor Versions, Purchaser Successor Version IPRs, the Purchaser Partial Combination Versions and the Purchaser Partial Combination Version IPRs.

Purchaser Licensed IP shall have the meaning set forth in Section 2.5.3(a)(xi) hereof.

Examples of Purchaser Licensed IP in a sentence

• Thereafter, Seller and Purchaser shall negotiate in good faith and mutually determine the fee for any additional sublicenses entered into pursuant to clause 2.2(b)(iii) on a case by case basis; provided that any such sublicense fee shall not be in excess of *** percent (***%) of the list price of the Purchaser Licensed IP embodied in the relevant High Level IP Block.

• On a quarterly basis (for the duration of the Services Period (as defined in the Technology Services Agreement) and to the extent not previously delivered, Purchaser, at its own expense, shall deliver to Seller the source code portions of any software included in the Purchaser Licensed IP.

• Company either lawfully owns, or otherwise has sufficient rights to use and exploit pursuant to a valid and enforceable agreement, all Intellectual Property (other than Purchaser Licensed IP) that is necessary for and used by Company in the operation of its business as currently conducted.

• To the Company’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) contravenes, conflicts with or results in a violation or breach of, or gives Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Intellectual Property License, other than the Purchaser Licensed IP.

• To the Company’s Knowledge and with the exception of the Purchaser Licensed IP, no Person is infringing, misappropriating or otherwise violating or conflicting with any the Company Intellectual Property, or has previously done so.

More Definitions of Purchaser Licensed IP

Purchaser Licensed IP means the Business Intellectual Property (other than Patents, Marks and Internet Properties) embodied in any Retained Technology.

Purchaser Licensed IP means any Transferred Intellectual Property that, at Closing, Purchaser designates as Purchaser Licensed IP pursuant to Section 2.2.

Purchaser Licensed IP means all Business Intellectual Property (other than Patents, Trademarks and Internet Properties) that is (a) embodied in any Excluded Assets (including copies of Copyable Technology that is also Business Technology) retained by Seller or its Subsidiaries, and (b) practiced, used or exploited by, or absent a license thereto or ownership thereof, would be infringed by, the Retained Seller Business as of the Closing Date.

Purchaser Licensed IP means the Business Intellectual Property (including Misallocated Business IP transferred to Purchaser after the Closing) used or practiced in, or necessary for, the operation of the Retained Businesses immediately prior to Closing, but excluding any rights in (a) software (other than portions of software owned by the Purchased Entity or any of its Subsidiaries immediately after Closing that have also been embedded into the proprietary software of Seller or any of its Affiliates as at Closing, provided that such exception to the foregoing exclusion of software shall not include, for the avoidance of doubt, software that is a product offering of the Purchased Entity or its Subsidiaries or that will otherwise be governed under any Commercial Agreement or the other agreements to be entered into between the Parties as contemplated pursuant to Section 5.10(g)), (b) Internet Properties and (c) Trademarks.

Purchaser Licensed IP means all Business Intellectual Property (other than Patents, Trademarks and Internet Properties) that is (a) embodied in any Excluded Assets (including copies of Copyable Technology that is also Business Technology) retained by Seller or its Subsidiaries, and(b) practiced, used or exploited by, or absent a license thereto or ownership thereof, would be infringed by, the Retained Seller Business as of the Closing Date.

Purchaser Licensed IP means all Owned Intellectual Property, excluding Trademarks, that was used or held for use by Seller or any of its Affiliates in their businesses (excluding the Business) (the “Licensed Business”) as of the Closing Date or in the 12 months immediately preceding the Closing Date.

Purchaser Licensed IP means, subject to Section 5.2(b)(viii), all Transferred Intellectual Property (other than Patents, Marks and Internet Properties) embodied in any Retained Technology or otherwise used in, held for use in or necessary for the operation or conduct of the Retained Business as conducted prior to the Closing Date.