Separate Intellectual Property definition

Separate Intellectual Property has the meaning set forth in Section 14(a) of this Agreement.
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Separate Intellectual Property means all Intellectual Property that (1) is owned by a party prior to the commencement of the Agreement or (2) derives from the work of a party that is not produced in furtherance of the purposes of the Agreement.
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Separate Intellectual Property means Intellectual Property that is either conceived, created, developed, obtained, acquired and/or otherwise generated prior to, or separately and independently from performance under, this Contract.
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Examples of Separate Intellectual Property in a sentence

  • The parties agree that the pipe transport system which moves the lamphead relative to the pipe, the lamp support structure which houses the lamp, and the air knife and extraction system, are Separate Intellectual Property of MesoCoat.

  • Neither Party nor any third party shall acquire any right, title or interest in the other Party’s Separate Intellectual Property by virtue of this Agreement or otherwise, except to the extent expressly provided herein.

  • Except as set forth in this Section, Mattson grants no license hereunder to MesoCoat or any customer of MesoCoat to any know-how, trade secret, patent or copyright included in Mattson Separate Intellectual Property.

  • MesoCoat agrees that Mattson owns and shall own all intellectual property rights in each Vortek Lamp design as configured for and funded by MesoCoat as part of the Development, it being understood that Mattson shall not acquire ownership of any MesoCoat Separate Intellectual Property.

  • For the avoidance of doubt, the license granted to MBUSA and its Affiliates pursuant to this Section 14(d)(i) shall not constitute an express right for MBUSA or any of its Affiliates to, or otherwise authorize MBUSA or its Affiliates to, utilize HTI’s Separate Intellectual Property or HTI’s Fruit of the Agreement Intellectual Property to ***.

  • ARTICLE XI NO EFFECT ON TRANSFEREE’S SEPARATE INTELLECTUAL PROPERTY RIGHTS Section 11.1 No Effect on Acquirer’s Separate Intellectual Property Rights .

  • The NPS and the [Partner] acknowledge and agree that each party owns all rights, title, and interest in its own Separate Intellectual Property, and that neither party will acquire and will not claim rights in or title to any of the other party’s Separate Intellectual Property.

  • Without limiting the generality of the preceding sentence, EPIR and SETI shall retain all right, title and interest arising under the United States Patent Act, the United States Trademark Act, the United States Copyright Act and all other applicable United States and foreign laws, rules and regulations relating to the Separate Intellectual Property.

  • If at any time the [Partner] acquires (1) any rights in, registration applications for, or registrations of NPS Separate Intellectual Property or NPS Marks, (2) copyright ownership in any Subject Works or NPS Separate Intellectual Property, or (3) domain names incorporating any NPS Separate Intellectual Property, NPS Mark, or Subject Works, then the [Partner] must notify the NPS immediately.

  • Except as disclosed in Schedule 4.20(a)(ii), (x) the Seller or an Asset Selling Subsidiary, as applicable, owns all right and interest in, and all title to, the Separate Intellectual Property free and clear of any Encumbrances, other than Permitted Restrictions, and (y) the relevant Companies own all rights and interest in, and have all title to, the Companies' Intellectual Property free and clear of all Encumbrances, other than Permitted Restrictions.


More Definitions of Separate Intellectual Property

Separate Intellectual Property. As defined in Section 2.1(j)(vii). "September 2006 Statement of Net Assets" As defined in Section 4.6. "Share Purchase Agreements" The Share Purchase Agreements to be executed between the Seller, the Selling Subsidiaries and the Buyer (or their designees) at the Closing, substantially in the form of Exhibits 2.1. "Shares" As defined in the Preamble, and which term shall be deemed to include, from and after the date of the consummation, if any, of the applicable Spin-Off, all of the outstanding capital stock of Nutrition Canada, Nutrition Italy and Nutrition Brazil. "Share Selling Subsidiaries" The Subsidiaries of the Seller listed in Schedule 1(a)(vi). "Significant Countries" United States, Spain, Germany, Japan, Canada, France, Australia, Italy, Taiwan and Brazil. "Signing Date" The date of this Agreement set forth on the title page. "Spin-Offs" As defined in the Preamble. "Statutory Accounts" The audited statutory accounts of: (i) Nutrition SAS, Nutrition GmbH Germany and Nutrition AB for the fiscal years ended 31 December 2004 and 2005 and (ii) Nutrition GmbH Austria for the fiscal year ended 31 December 2005. "Straddle Period" Any taxable period beginning on or prior to the Closing Date and ending after the Closing Date.
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Separate Intellectual Property. As defined in Section 2.1(h)(vii).
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Related to Separate Intellectual Property

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

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

  • 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”).

  • 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.

  • 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.

  • Company Intellectual Property Agreements means any Contract governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

  • Other Intellectual Property means all trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and privacy and other general intangibles of like nature, now or hereafter acquired, owned, developed or used by any Grantor.

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

  • Company Intellectual Property means all Intellectual Property that is owned or held for use by the Company.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

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

  • Intellectual Property Assets means all Intellectual Property that is owned by Seller and used in or necessary for the conduct of the Business as currently conducted.

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

  • Software Intellectual Property means:

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • Project Intellectual Property means any Intellectual Property created under, or otherwise in connection with the Project.

  • 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.

  • Background Intellectual Property means all Intellectual Property introduced and required by either Party to give effect to their obligations under this Agreement owned in whole or in part by or licensed to either Party or their affiliates prior to the Commencement Date or developed after the Commencement Date otherwise pursuant to this Agreement;

  • Business Intellectual Property means the Owned Intellectual Property and the Licensed Intellectual Property.

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

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

  • 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.

  • New Intellectual Property means any Intellectual Property that arises out of, or is created in the course of, the performance of the Contract.

  • 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;

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