Retained Licensed Intellectual Property definition

Retained Licensed Intellectual Property has the meaning given to such term in the Intellectual Property License Agreement.
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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 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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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 continue to use the Retained Licensed Intellectual Property in connection with Products (as defined below) manufactured at the Facility (as defined below), and Licensor has agreed to license the Retained Licensed Intellectual Property to Licensee in connection with Products manufactured at the Facility, subject to the limitations set forth herein.

  • 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.

  • Licensee wishes to use the Retained Licensed Intellectual Property in its operation of the containerboard, packaging and recycling 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 containerboard, packaging and recycling business, subject to the limitations set forth herein.

  • Neither this Agreement nor any rights and obligations of Licensee hereunder may be assigned by Licensee; provided, however, that Licensee may, without such consent assign this Agreement, in whole or in part, to an Affiliate of Licensee or a purchaser or transferee of all or part of the Transferred Business, provided further, that in no event may the assignee use any of the Retained Licensed Intellectual Property other than as permitted herein.

  • The License shall extend indefinitely and without time limit; provided that, Licensor may, by notice to Licensee, terminate the License with respect to any Retained Licensed Intellectual Property in the event Licensee uses such Retained Licensed Intellectual Property outside the scope of the License in breach of this Agreement and such breach is not cured within ninety (90) days of the receipt of a notice from Licensor.

  • 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.

  • Any transfer or other disposition by Licensor or any of its Subsidiaries 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.


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 all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including Seller or any of its Affiliates.

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

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

  • 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.

  • 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.

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

  • 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.

  • 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, permit, authorization, approval, contract or consent granted, issued by or with any Person relating to the use of Intellectual Property.

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

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

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • 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 the Intellectual Property used in the operation of the business of each of Parent and its Subsidiaries as presently conducted.

  • 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.