Seller Licensed IP means Intellectual Property (other than Patents, Marks and Internet Properties) that are (a) owned by Seller or a Seller Subsidiary as of the Closing Date, (b) not included in Acquired Intellectual Property, and (c) practiced, used or exploited by, or absent a license thereto or ownership thereof, would be infringed by, the Business as of the Closing Date.

Seller Licensed IP has the meaning specified in Section 4.14(a).

Seller Licensed IP means the Intellectual Property to be licensed to Buyer or any of its Affiliates by Seller or any ofits Affiliates pursuant to this Agreement or any Ancillary IP Agreement.

Examples of Seller Licensed IP in a sentence

Effective as of the Closing, and subject to the provisions hereof, Seller and the Seller Subsidiaries hereby grant, and agree to grant, to Purchaser and its Subsidiaries a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up, transferable, and sublicensable (subject to Section 5.22(c)) license in, to and under the Seller Licensed IP to use and exploit the same in connection with the current and future operation of the Business in any field.
Purchaser agrees, and agrees to cause its Affiliates, transferees and sublicensees to, maintain and protect the Trade Secrets included in the Seller Licensed IP Rights using at least the same degree of care Purchaser uses to protect its own proprietary information of like nature, but in no case using less than reasonable care appropriate under the circumstances.

More Definitions of Seller Licensed IP

Seller Licensed IP has the meaning set forth in the Intellectual Property License Agreement.

Seller Licensed IP has the meaning given to it in paragraph 14.2 of Schedule 7 (Seller’s Warranties).

Seller Licensed IP means any Patent Rights and Know-How (other than the Transferred Intellectual Property), in each case to the extent (a) existing as of the Closing Date, (b) Licensable by Seller Parent or any of its controlled Affiliates as of the Closing Date and (c) Covering any MRT Compound used in the MRT Program as of the Closing Date; provided that, Seller Licensed IP excludes all CFFT IP.

Seller Licensed IP is defined in Section 3.16(b).

Seller Licensed IP means Intellectual Property Rights (other than (a) Patents, Marks and Internet Properties or (b) the Business Intellectual Property) owned by Seller or the Seller Entities that are embodied in any of the Transferred Technology.

Seller Licensed IP means the IP of Parent that is licensed to the Company pursuant to the Intellectual Property License Agreement.

Seller Licensed IP has the meaning set forth in Section 7.12(a).