Retained IP License Agreement definition

Retained IP License Agreement means the patent license agreement providing for the grant of a royalty-free, perpetual license for the Buyer and/or one or more of its Affiliates to use certain Excluded Intellectual Property, to be entered into as of the Closing Date by and between the Seller and/or one or more of its Affiliates and the Buyer and/or one or more of its Affiliates in the form attached hereto as Exhibit C.
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Retained IP License Agreement shall have the meaning set forth in Section 1.03(c)(iii).
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Retained IP License Agreement means the patent license agreement providing for the grant of a royalty-free, perpetual license for the Buyer and/or one or more of its Affiliates to use certain Excluded Intellectual Property, to be entered into as of the Closing Date by and between the Seller and/or one or more of its Affiliates and the Buyer and/or one or more of its Affiliates in the form attached hereto as Exhibit C. “Retention” means the retention amount under the R&W Insurance Policy. “R&W Insurance Policy” means that certain representation and warranty insurance policy issued by Xxxxxxx USA Services, Inc. with respect to the representations and warranties of the Seller under this Agreement purchased by the Buyer in connection with the execution and delivery of this Agreement, as amended, supplemented or replaced. 10
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Examples of Retained IP License Agreement in a sentence

  • The Buyer shall have received executed counterpart signature pages from the Seller to each of the Ancillary Agreements, the Retained IP License Agreement, the Accessories Supply Agreement and the Generator Supply Agreement.

  • The Seller shall have received executed counterpart signature pages from the Buyer to each of the Ancillary Agreements, the Retained IP License Agreement, the Accessories Supply Agreement and the Generator Supply Agreement.

  • In addition, Seller will cause any of its Affiliates that is not party to the Retained IP License Agreement to take such actions as are necessary to effectuate the intent thereof, including the granting of licenses as contemplated therein.

  • The aggregate purchase price payable by the Purchasers and any Designated Adobe-Affiliate(s) for the Transferred Business Assets and the Retained IP License Agreement shall be an amount equal to $45,000,000 (the “Purchase Price”).

  • Exhibit A – Assignment and Assumption Agreement Exhibit B - Retained IP License Agreement Exhibit C – Employee Sharing Agreement Annex A – Defined Terms This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 21, 2019 by and among SharpSpring, Inc., a Delaware corporation (“Buyer”) and Marin Software Incorporated, a Delaware corporation (“Seller”).

  • All representations and warranties made by any Purchaser Group member in the Acquired IP License Agreement, the Retained IP License Agreement or the Transitional Trademark License Agreement shall survive the execution and delivery of this Agreement and the JV Closing and shall survive until the Warranty Expiration Date.

  • Qualcomm Technologies shall have executed and delivered the Retained IP License Agreement.

  • If, however, Adobe and comScore are unable to complete such Purchase Price Allocation Schedule within 60 days following the Closing Date, or such later date as agreed to by Adobe and comScore, then Adobe and comScore shall file IRS Form(s) 8594 and any foreign, federal, state and local income Tax Returns allocating the Purchase Price among the Transferred Business Assets and the Retained IP License Agreement in the manner each believes is appropriate.

  • At the Closing, the Purchasers will acquire good, valid and marketable title to the Transferred Business IP and valid license rights to the Intellectual Property and Intellectual Property Rights licensed to the Purchasers under the Retained IP License Agreement, on the terms set forth in the Retained IP License Agreement, in each case, free and clear of any and all Encumbrances (except Permitted Encumbrances).

  • Adobe and comScore shall mutually cooperate in the preparation of a joint schedule allocating the Purchase Price among the Transferred Business Assets and the Retained IP License Agreement (the “Purchase Price Allocation Schedule”).


More Definitions of Retained IP License Agreement

Retained IP License Agreement has the meaning set forth in the Recitals.
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Retained IP License Agreement means the Retained IP License Agreement in substantially the form attached hereto as Exhibit G.
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Related to Retained IP License Agreement

  • IP License Agreement shall have the meaning set forth in Section 1.2.

  • Sublicense Agreement means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license rights granted to the Licensee under the Agreement.

  • License Agreement means the agreement between SAP (or an SAP SE Affiliate, or an authorized reseller) under which Customer procured the rights to use SAP Software or a Cloud Service.

  • Software License Agreement means the Motorola Software License Agreement (Exhibit A).

  • End User License Agreement means a license grant or end user license agreement governing software as further described in this Agreement or any applicable Appendix.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Cross License Agreement means that certain Cross License Agreement between and among Medarex, Cell Genesys, Inc., Abgenix, Inc., Xenotech, L.P. and Japan Tobacco Inc., dated March 26, 1997.

  • License Agreements shall have the meaning set forth in Section 8.11 hereof.

  • Trademark License Agreement means that certain Trademark License Agreement in substantially the form attached hereto as Exhibit F.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement, distribution agreement, services agreement, intellectual property rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such agreement are one or more of the Company or a Restricted Subsidiary.

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

  • Technology License Agreement means the agreement in the form of Exhibit H hereto.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Trademark Agreement means any grant of security interest in trademarks, made by any Loan Party in favor of the Administrative Agent, or any of its predecessors, including, without limitation that certain Trademark Collateral Security and Pledge Agreement, dated as of October 18, 2013 from the Company and Globe Inc. to the Administrative Agent.

  • Software licensing agreement means any agreement, regardless of how designated, that defines the intellectual property rights for, or the rights to use, any software product. A software licensing agreement must address only terms directly associated with licensing the right to use the software and must not address any of the work governed by the contract or any services (other than warranty services regarding the software code or associated documentation).

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • 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.

  • IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • 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 Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

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

  • Third Party Agreement has the meaning provided in Section 5(a) hereof.