Seller IP Assets definition

Seller IP Assets means, collectively:

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Seller IP Assets means any and all Intellectual Property Rights and Technology that (a) are owned by Seller or any of its Subsidiaries (including all Purchased IP Assets); (b) are licensed to Seller or any of its Subsidiaries; (c) were developed or created by or for Seller or any of Subsidiaries; or (d) are used, useful, held for use or intended to be used in, or is necessary for or otherwise related to the conduct of the Business as presently or heretofore conducted or as presently proposed to be conducted, including Intellectual Property Rights and Technology created by any of the founders, employees, independent contractors or consultants of Seller or any of its Subsidiaries for or on behalf or in contemplation of any such entity, whether before or after the incorporation of such entity.

Seller IP Assets means, individually and collectively, (a) the uniQure Patent Rights (as defined in the License Agreement), (b) the Listed Patent Rights, and (c) any other intellectual property or other proprietary rights of any kind that are owned or held by, or licensed to, Seller.

Examples of Seller IP Assets in a sentence

• The Company is the exclusive owner of the Seller IP Assets and has good and marketable title to the Seller IP Assets, free and clear of any Liens.

• Without limiting the generality of the foregoing, the Seller has entered into binding, written agreements with every current and former employee, and with every current and former independent contractor, whereby such employees and independent contractors (i) assign to the Seller any ownership interest and right they may have in the Seller IP Assets; and (ii) acknowledge the Seller’s exclusive ownership of all Seller IP Assets.

• Seller has taken all commercially reasonable steps necessary to protect its right, title and interest in and to the Seller IP Assets and from and after the Contribution, the Company has taken all commercially reasonable steps necessary to protect its right, title and interest in and to the Seller IP Assets.

• As soon as reasonably practical but in no event later than four (4) weeks following the Closing, Seller shall deliver to Buyer (on behalf of the Company) any and all tangible manifestations of the Seller IP Assets, including, without limitation, all notes, records, files and tangible items of any sort in Seller’s possession or under its control relating thereto (and with the understanding that Seller, to the extent reasonably practical, will begin such process in between the date hereof and the Closing).

• The Seller IP Assets constitute all of the Intellectual Property assets necessary for the Company to satisfy its obligations under the Marathon Agreement.

• Neither Seller nor the Company has any disputes with or claims against, or To Seller’s Knowledge any reasonable basis for claims against, any other Person for infringement or misappropriation by such Person of any of the Seller IP Assets.

• To the Seller’s Knowledge, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Seller IP Assets.

• The Company has no obligation to compensate any Person for the use of any of any Seller IP Assets, and neither Seller nor the Company has granted any Person any license or other right to use in any manner any of the Seller IP Assets in the Field, whether requiring the payment of royalties or not.

• With respect to the Seller IP Assets, Seller has not misappropriated and neither Seller nor the Company is misappropriating the subject matter of any trade secrets of any other Person, nor has Seller or the Company received any written notice of, and To Seller’s Knowledge there is no reasonable basis for, a claim of such misappropriation.

• The Seller is not subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or would restrict or impair the use of any Seller IP Assets.

More Definitions of Seller IP Assets

Seller IP Assets means all Business IP Assets any Seller Group Entity owns or has a license to, other than Restricted IP Assets.

Seller IP Assets means, collectively, (a) the ▇▇▇▇▇▇ Patent Rights, (b) the ▇▇▇▇▇▇ Technology, (c) the Enanta Patent Rights, (d) the Enanta Technology, (e) the Joint Patent Rights, (f) the Joint Technology, (g) the Licensed Patent Rights, (h) the Patent Rights, (i) the Program Inventions, (j) the Program Patent Rights, (k) any rights to develop, make, use, have made, import, export, sell, have sold and/or offer to sell any Products, and (l) any other intellectual property or other proprietary rights of any kind that are owned or held by, or licensed to, Seller.

Seller IP Assets means the Intellectual Property included in the Contributed Assets contributed and assigned from Seller to the Company under the Contribution Agreement.

Seller IP Assets means, collectively, (a) the Abbott Patent Rights, (b) the Abbott Technology, (c) the Enanta Patent Rights, (d) the Enanta Technology, (e) the Joint Patent Rights, (f) the Joint Technology, (g) the Licensed Patent Rights, (h) the Patent Rights, (i) the Program Inventions, (j) the Program Patent Rights, (k) any rights to develop, make, use, have made, import, export, sell, have sold and/or offer to sell any Products, and (l) any other intellectual property or other proprietary rights of any kind that are owned or held by, or licensed to, Seller.