Retained Licensed Intellectual Property definition

Retained Licensed Intellectual Property means (i) Patents owned by Licensor or its Subsidiaries as of the Effective Date and set forth on Schedule 1 (“Licensed Patents”) and (ii) Know-How owned by, or licensed to (and sublicensable by Licensor without any obligation to the owner of such Know-How), Licensor or its Subsidiaries as of the Effective Date that are related to the Licensed Patents. For the avoidance of doubt, Retained Licensed Intellectual Property excludes all Intellectual Property owned by Licensor or its Subsidiaries (including the Patents and Know-How described in the foregoing clauses (i) and (ii)) to the extent relating to Excluded Products.
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Retained Licensed Intellectual Property means (a) Patents (“Licensed Patents”) and (b) other than Licensed Patents, Intellectual Property owned by Licensor or its Subsidiaries and in each case either used or held for use in the Transferred Business, as conducted at, or any time prior to, the Closing, that do not constitute Transferred Assets; provided, however that Retained Licensed Intellectual Property shall not include Trademarks bearing the “International Paper” names or logos, any other Trademark of Licensor or any derivation thereof.
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Retained Licensed Intellectual Property has the meaning given to such term in the Intellectual Property License Agreement.
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Examples of Retained Licensed Intellectual Property in a sentence

  • Any transfer or other disposition by Licensor of any Retained Licensed Intellectual Property will be made subject to the terms of this Agreement and the person or entity acquiring such Retained Licensed Intellectual Property from Licensor shall agree to be bound by the terms and conditions of this Agreement by executing an acknowledgement in form and substance acceptable to Licensee.

  • If Licensee makes modifications or improvements to any Retained Licensed Intellectual Property, Licensee will have sole and exclusive ownership of such modifications and improvements.

  • Nothing in this Section 4.24 shall be construed to constitute a representation or warranty as to title to the Newco Assets, the Newco Exchangeco Assets or the Retained Licensed Intellectual Property licensed under the Intellectual Property License Agreement, which is the subject of Sections 4.17 and 4.18.

  • Licensee wishes to use the Retained Licensed Intellectual Property in its operation of the Newco Business, and Licensor, as the owner of the entire right, title and interest in and to the Retained Licensed Intellectual Property, has agreed to license the Retained Licensed Intellectual Property to Licensee for use exclusively in the Newco Business and in each facility and business that is part of the Newco Business, subject to the limitations set forth herein.

  • Licensee wishes to continue to use the Retained Licensed Intellectual Property in its operation of the Transferred Business, and Licensor has agreed to license the Retained Licensed Intellectual Property to Licensee for use exclusively in the Transferred Business, subject to the limitations set forth herein.

  • In the event a party makes, or has a Third Party make, modifications, enhancements or improvements to any Retained Licensed Intellectual Property (“Improvements”), each party shall retain ownership of any modifications, enhancements or improvements that such party makes, or has a Third Party make.

  • In the event a party makes, or has a third party make, modifications, enhancements or improvements to, or creates or has a third party create derivative works from, any Retained Licensed Intellectual Property, such party will have sole and exclusive ownership of all rights in Intellectual Property in such modifications, enhancements, improvements and derivative works and no rights thereto are granted by this Agreement.

  • The format can vary through verbal, printed and electronic material, and should be educationally, culturally and linguistically appropriate.

  • Subject to terms of the Transition Services Agreement, dated as of the date hereof, between Licensor and Licensee, if Licensor makes modifications or improvements to any Retained Licensed Intellectual Property, Licensor will have sole and exclusive ownership of such modifications and improvements.

  • Licensor represents and warrants that it (a) is the owner of the Retained Licensed Intellectual Property and (b) has granted no other license to use any of the Retained Licensed Intellectual Property that would conflict with the rights granted hereunder.


More Definitions of Retained Licensed Intellectual Property

Retained Licensed Intellectual Property means Sellers’ and their Affiliates’ right, title and interest in and to (i) the brand and name “BLUE APRON” and apron logo , together with all variations thereof and all registered and unregistered trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing or incorporating any of the foregoing as well as any and all other registered and unregistered trademarks, service marks, slogans, tag lines, domain names, and trade dress, and the goodwill associated therewith; (ii) all photos, images, marketing materials, label designs, artwork or any other works of authorship and Copyrights therefor; (iii) the recipes, formulas, cooking techniques and procedures, Know-How associated therewith, including each of the foregoing for the Sellers’ recipes and meal kits, including the “heat and eat” program produced by Sellers and their Affiliates as of Closing Date; and (iv) any Personal Data of any customer of either Seller or any Affiliate of either Seller.
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Related to Retained Licensed Intellectual Property

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company by any third party.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • 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”).

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

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

  • 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.

  • Joint Intellectual Property means, collectively, Joint Know-How and Joint Patents.

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Intellectual Property License Agreement means the license agreement with respect to certain Excluded Intellectual Property, substantially in the form of Exhibit B attached hereto.

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

  • Intellectual Property Licenses means all licenses, sublicenses and other agreements by or through which other Persons, including Seller’s Affiliates, grant Seller exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted.

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • Foreground Intellectual Property means all Intellectual Property developed by either Party pursuant to this Agreement;

  • Parent Intellectual Property means any Intellectual Property that is owned by, or exclusively licensed to, Parent.

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

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

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

  • Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

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

  • Intellectual Property Assets includes: