Shared Technology definition

Shared Technology means the Technology, other than the Discovery Excluded Technology, owned by Discovery immediately prior to the Closing Date and used by Discovery both for the design and/or post-FoundryCo delivery testing of semiconductor products and for the manufacture, sorting and/or intermediate (WIP) testing of semiconductor products. Without limiting the foregoing, Design Rules used by Discovery prior to the Closing Date shall be deemed “Shared Technology.”

Shared Technology means all Technology that has been used, is in use or is planned to be used by any Contributed Entity or any other portion of the Flash Memory Business of a Parent, but excluding all Licensed Parent Software and the software set forth in Schedule 1.1.65.

Shared Technology means Technology that, as of the Closing, both (a) constitutes Seller Technology, and (b) is incorporated into any Retained Products (or the designs thereof), or is otherwise used, held for use or necessary for the Retained Businesses. A description of the Shared Technology is set forth on Section 1.1(h) of the Sellers Disclosure Schedules.

Examples of Shared Technology in a sentence

• Notwithstanding the forgoing, subject to Section 4.02(b) and ARTICLE VI, members of the Nuance Group may only sublicense the SpinCo Shared Technology Assets pursuant to terms and conditions as protective as those under which it licenses its own Technology of a similar nature and value, and in any event terms and conditions that provide for commercially reasonable protection for the source code, structure and other confidential and proprietary elements of the SpinCo Shared Technology Assets.

• Notwithstanding the forgoing, subject to Section 3.02(b) and ARTICLE VI, members of the SpinCo Group may only sublicense the Nuance Shared Technology Assets pursuant to terms and conditions as protective as those under which it licenses its own Technology of a similar nature and value, and in any event terms and conditions that provide for commercially reasonable protection for the source code, structure and other confidential and proprietary elements of the Nuance Shared Technology Assets.

• Receiving Party will not modify, create derivative works based upon, translate, decompile, disassemble or otherwise reverse engineer, distribute, transfer, time-share, service bureau or otherwise provide any third parties access to, the Shared Technology licensed to it pursuant to an applicable License Notice, or permit any third party to do any of the foregoing..

• To provide Shared Technology, the party granting rights (the "Granting Party") to such Shared Technology will identify the specific Shared Technology to be provided to the other party (the "Receiving Party") in a written notice (the "License Notice"), signed by a duly authorized representative of the Granting Party, which references this Agreement and states that a license to such Shared Technology is being granted to the Receiving Party pursuant to the terms of this Agreement.

• Notwithstanding anything in this Section 6.1 to the contrary, Spansion may disclose any Shared Technology that was generally available to the public or otherwise part of the public domain at the time it was provided to Spansion or STI hereunder, or that became generally available to the public or otherwise part of the public domain after it was provided to Spansion or STI hereunder other than through any act or omission of Spansion or any of its Subsidiaries in breach of this Agreement.

More Definitions of Shared Technology

Shared Technology means the LiveUpdate and LiveReg software programs as well as the other programs and technology listed on EXHIBIT G hereto.

Shared Technology and "Shared Technology Products" shall have the meaning(s) ascribed to them in the Shared Technology Agreement, as amended.

Shared Technology means Technology that constitutes Transferred Technology but which is being used or held for use by Sellers or their Affiliates both in the Business and in their businesses other than the Business as of the Closing, other than the Prospect DB or other Technology identified on Schedule 1.1(yyy).

Shared Technology means all Shared Products, and the Technology used in connection with the Shared Products, excluding Special Technology and Tools.

Shared Technology means all Technology that Sellers or any of their Subsidiaries have the right to transfer as of the Closing that is used in, held for use in or necessary to the operation of both the AirCard Business and the Retained Business, each as conducted as of the Closing Date, other than the Technology of Sellers and their Subsidiaries that constitutes Sellers’ AirVantage branded M2M cloud-based hosted software platform and services and related embedded agent, software development kits (SDKs) and development tools. For the avoidance of doubt, (i) Shared Technology does not include any Intellectual Property Rights, and (ii) Shared Technology does not include any Prime Transferred Technology.

Shared Technology means, (i) other than Material Sniffer Software, copies of Prime Technology but only to the extent that copies of such Prime Technology (for example, Software or documents) exist and are used or held for use in the Retained Business by Sellers in the ordinary course of business consistent with past practice of the Retained Business as of the date hereof and not in violation of the representation and warranty in Section 5.8(o), (ii) Business Technology that is not Prime Technology but only to the extent that copies of such Business Technology (for example, Software or documents) exist and are used or held for use by the Business in the ordinary course of business consistent with past practice of the Retained Business as of the date hereof, (iii) Licensed Infinistream Technology and (iv) any other items listed in Section 2C of the Asset Schedule. Notwithstanding the foregoing, the Prime Technology referred to in Section 2.9(f) will not be considered Shared Technology.

Shared Technology shall have the meaning as that term is defined in the Technology Sublicense Agreement by and between SSI and the LLC entered into as of July 1, 1996.