Seller Licensed Intellectual Property definition

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

Seller Licensed Intellectual Property shall have the meaning set forth in Section 5.26(a).

Seller Licensed Intellectual Property means (i) the Intellectual Property Rights and Technology to be licensed by Seller to Purchaser 1 pursuant to the Purchaser 1 License Agreement and (ii) the Intellectual Property Rights and Technology to be licensed by Seller to Purchaser 2 pursuant to the Purchaser 2 License Agreement.

Examples of Seller Licensed Intellectual Property in a sentence

• The Seller Group has taken reasonable measures to protect the proprietary nature of each item of Seller Owned Intellectual Property and Seller Licensed Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof.

• To the knowledge of Seller, no Person (including any current or former employee or consultant of any member of the Seller Group) is infringing, violating or misappropriating (i) any of the Seller Owned Intellectual Property or (ii) any Seller Licensed Intellectual Property.

• No university or Governmental Authority has sponsored any research or development conducted by a member of the Seller Group directed to any Acquired Compounds, or has any claim of right or ownership of or Lien on any Seller Owned Intellectual Property or any Seller Licensed Intellectual Property that is, or is purported to be, exclusively licensed to a member of the Seller Group.

• To Seller’s Knowledge, no Person (including any current or former employee or consultant of Seller) is infringing, violating or misappropriating, in any materials respect, (i) any of the Seller Owned Intellectual Property or (ii) any Seller Licensed Intellectual Property.

• The Sellers shall use commercially reasonable efforts to cause the transfer or partial transfer, as the case may be, to Purchaser of each of the Assumed Contracts, the Real Property Leases, and each Contract for Seller Licensed Intellectual Property.

More Definitions of Seller Licensed Intellectual Property

Seller Licensed Intellectual Property means the Intellectual Property licensed to Purchaser and QLogic International Ltd. under the Intellectual Property Agreement.

Seller Licensed Intellectual Property means the Intellectual Property and Technology to be licensed to Opco by Seller or any of its Affiliates pursuant to the IP/Software License Agreement.

Seller Licensed Intellectual Property means the Intellectual Property Rights to be licensed to Buyer or any of its Affiliates by Seller pursuant to the Ancillary Agreements.

Seller Licensed Intellectual Property means all Intellectual Property that is licensed to Seller by any Third Party and that is used or intended to be used in the conduct of, or otherwise primarily related to, the Business.

Seller Licensed Intellectual Property means exclusive or non-exclusive rights or interests in Intellectual Property owned by a Third Party and licensed to the Seller for use in the Business.

Seller Licensed Intellectual Property means, collectively: (a) all (i) patent applications or patents, (ii) any continuations, divisionals, or other patent applications that claim priority to any of the patent applications or patents in subsection (i) or that share a common claim of priority therewith, (iii) any patents issuing on any such patent applications (of either (i) or (ii)), (iv) any substitutions, reexaminations, reissues, registrations, corrections, additions, confirmation patents, revivals, and/or any similar modifications of any such patents in (i)-(iii), (v) any extensions (including pediatric exclusivity, patent term extension, and supplementary patent certificate extensions), and/or or restorations of such patents (referenced in (iv)), including all rights in any such patent applications or patents (in (i)-(v)), in each case, whether domestic or foreign, including all rights of priority, rights to file and prosecute, and the like; and (b) all technical information, know-how and data, including, but not limited to, inventions (whether patentable or not), patent disclosures, discoveries, trade secrets, specifications, instructions, processes and formulae, including all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical, safety, quality control, preclinical and clinical data, in each case of (a) and (b), Controlled (consistent with the modified definition below) by Seller as of the Closing Date and which is not Intellectual Property, that is necessary for, or then-currently used by Seller in connection with, the manufacturing or sale of the Product. For clarity, solely for purposes of this definition, the definition of “Control” shall be modified such that any intellectual property right that is licensed or sublicensed by Seller that would otherwise be considered to be under the “Control” of Seller shall not be deemed to be under the “Control” of Seller if the application of such definition in the context of any licenses or sublicenses granted to Buyer under this Agreement would require Seller to provide any consideration to any Third Party or make any additional payments or royalties to a Third Party in connection with such license or sublicense grant unless and to the extent Buyer agrees to pay and does in fact pay such consideration, payments or royalties, after the Closing. Upon Seller becoming aware of any such payment obligations, Seller will provide Buyer with written notice of any such payment obligations and reasonably cooperate in...

Seller Licensed Intellectual Property means the Intellectual Property set forth on Schedule 1.01(m) (as such Schedule may be amended by mutual agreement of the Sellers and Purchaser between the date of the Original Asset Purchase Agreement and the Second Closing Date) that is licensed, exclusively or non-exclusively, to the Sellers and used in connection with the Master Servicing Business.