Sold Intellectual Property definition

Sold Intellectual Property has the meaning set forth in Section 2.01(e).
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Sold Intellectual Property means any and all patents, patent applications (pending or in progress), trademarks, trademark applications (pending or in progress), trade names and logos, design models, design model applications (pending or in progress), utility models, utility model applications (pending or in progress), copyrights, copyright applications (pending or in progress), rights to data bases, inventions, trade secrets, technology and know-how, and any other intellectual property rights which are owned by Seller and which relate to the Business, provided however, that they do not relate to the Excluded Projects.
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Sold Intellectual Property means, collectively, (i) Sold Patents, (ii) Sold Trademarks; (iii) all Intellectual Property Rights of Seller or its Affiliates (other than trademarks and patents) either in or to the Sold Technology or otherwise primarily related to the Business, and (iv) all of the Seller’s rights to sue for, to assert claims against and seek remedies against any past, present or future violation, infringement or misappropriation of any or all of the preceding (i), (ii) and (iii), to retain any and all damages, awards, attorneys’ fees and other amounts therefrom, and all rights of priority and protection of interests in the foregoing, including rights of priority and protection under any international conventions, treaties or agreements and protection of interests therein. For the avoidance of doubt, “Sold Intellectual Property” does not include any Intellectual Property licensed by Seller from Vanderbilt University. “Sold Patents” means (i) all patents on Schedule 1.1(d) (the “Listed Patents”); (ii) all foreign counterparts of the Listed Patents (the “Foreign Counterparts”), (iii) all divisionals, continuations, continuations-in-part, reexaminations, revivals, utility models, registrations, extensions, reissues and other siblings and family members that claim priority to a Listed Patent or Foreign Counterpart, if any, recognized in any country or 9 jurisdiction (collectively, “Siblings”); and (iv) all withdrawn, lapsed, abandoned and expired patents that are Siblings of any of the foregoing. “Sold Software” shall mean all Software owned by Seller or its Affiliates (i) that is listed or described on Schedule 1.1(e) including all prior versions and releases to such Software in each case as such Software exists at or prior to the Closing, or (ii) other Software that either primarily relates to, or was primarily used in or primarily developed by, the Business. “Sold Technology” shall mean, collectively, (i) Sold Software, (ii) Business Data; (iii) Business Products, and (iv) all other Technology owned by Seller or its Affiliates that either primarily relates to, or was primarily used in or primarily developed by, the Business. “Sold Trademarks” shall mean: (i) all Trademarks listed on Schedule 1.1
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Examples of Sold Intellectual Property in a sentence

  • Schedule 2.01(e) also specifies which of the rights included within the Sold Intellectual Property are registered and the jurisdictions in which such rights are registered.

  • All fees associated with the Sold Intellectual Property and payable to a Governmental Authority as of the Closing Date have been paid in full.

  • Ferro is the sole owner of all right, title and interest in and to the Sold Intellectual Property, free and clear of all Encumbrances as of the Closing Date, and all of the Sold Intellectual Property has been properly registered to the extent registration is required for the exercise, protection or use thereof, except to the extent that the Sold Intellectual Property may lawfully embody the information of a Seller’s suppliers or customers.

  • The Shared Intellectual Property and the Sold Intellectual Property is not subject to any Encumbrances other than Permitted Encumbrances.

  • Except as may be agreed in an Ancillary Agreement, Seller and its Affiliates otherwise shall have no rights under Sold Intellectual Property.

  • Seller has the right to use and otherwise exploit, in the manner currently used or exploited by the Seller, as well as in any manner necessary for the operation of the business the Sold Intellectual Property, any Seller software and all other Intellectual Property used or exploited by the Seller.

  • Each employee and independent contractor of Sellers that has assisted in the creation of the Sold Intellectual Property has entered into an assignment of inventions agreement or similar contract requiring the transfer of Sold Intellectual Property to Sellers.

  • Schedule 3.12 lists all of the (i) domain names and registered forms of the Sold Intellectual Property and applications therefor specifying as to each, as applicable: the title, xxxx, or design; the jurisdiction by or in which it has been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and the current status; and (ii) all material unregistered trademarks included in the Sold Intellectual Property.

  • Ferro is the sole owner of all right, title and interest in and to the Sold Intellectual Property, and all of the Sold Intellectual Property has been properly registered to the extent registration is required for the exercise, protection or use thereof, except to the extent that the Sold Intellectual Property may lawfully embody the information of a Seller’s suppliers or customers.

  • The Seller (with respect to the Business) has not, other than through shrink or click wrap or other end user software licenses, licensed any material Intellectual Property from any Person, nor has the Seller (with respect to the Business) granted any license or other right that does or that will, subsequent to the Closing, authorize anyone other than the Buyer to use any of the Sold Intellectual Property.

Related to Sold Intellectual Property

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • 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.

  • 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.

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

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

  • 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”).

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

  • Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

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

  • 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;

  • 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 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.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • 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.

  • 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;

  • Software Intellectual Property means:

  • 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.

  • Intellectual Property License means any license, permit, authorization, approval, contract or consent granted, issued by or with any Person relating to the use of Intellectual Property.

  • Scheduled Intellectual Property has the meaning set forth in Section 4.15(a).

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

  • Owned Intellectual Property Rights means all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

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