Specified IP Rights definition

Specified IP Rights has the meaning set forth in Section 2.3(a)(v).
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Specified IP Rights means all IP Rights in which Seller or its Affiliates have (or purport to have) an ownership interest or a license or similar right in any field or territory and which (A) claim, cover or are embodied in, or are otherwise necessary for the development, manufacture, sale, marketing, distribution or use of, any of the Specified Products, or (B) are otherwise material to the manufacture, marketing or sale of the Specified Products as being conducted as of the date of this Agreement, including in each case of the preceding clauses “(A)” and “(B)” all In-Licensed Rights.
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Specified IP Rights means all IP Rights in which Seller has (or purports to have) an ownership interest and which (A) claim, cover or are embodied in, or are otherwise necessary for the manufacture, sale, marketing, distribution or use of, the Specified Product or any other Product or Compound, or (B) are otherwise material to the manufacture, marketing or sale of the Specified Product or any other Product or Compound as being conducted as of the date of this Agreement.
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Examples of Specified IP Rights in a sentence

  • Private residential areas: Smoking is prohibited in all private balconies, private patios, and private non-enclosed areas in all attached residential developments with two (2) or more dwelling units.

  • To the Knowledge of Seller, as of the date of this Agreement, no Specified IP Rights are being infringed or misappropriated by any third party.

  • Seller has (i) good title to the Specified IP Rights and (ii) the right to transfer to Purchaser, without the consent of any third party, all of the Specified IP Rights, free and clear of any Liens (other than Permitted Liens).

  • Part 2.3(e) of the Disclosure Schedule sets forth a true, complete and accurate list of all agreements in effect as of the date of this Agreement under which Seller or any of its Affiliates has licensed, sublicensed, granted or conveyed to any third party any right, title or interest in or to any Specified IP Rights (the “Out-Licensed Rights”).

  • Seller has not received written notice from any Person, including without limitation the U.S. Patent and Trademark Office or any foreign equivalent governmental administrative agency for patent matters (“Governmental Patent Authority”) challenging in writing the right, title or interest of Seller in, to or under any Specified IP Rights, or the validity or enforceability of any Patent Rights included in the Specified IP Rights.

  • No current or former employee, consultant or independent contractor, who was involved in, or who contributed to, the creation or development of any Specified IP Rights, has performed services for the government, a university, college, or other educational institution, or a research center, during a period of time during which such employee, consultant or independent contractor was also performing services used in the creation or development of the Specified IP Rights.

  • The Specified IP Rights are not subject to any outstanding order of, judgment of, decree of or agreement with any Governmental Entity adversely affecting the use thereof by Seller or its rights thereto.

  • Except as set forth on Part 2.3(d) of the Disclosure Schedule, Seller is the sole and exclusive owner of the Specified IP Rights, free and clear of any Liens (other than Permitted Liens).

  • Except as set forth on Part 2.3(k) of the Disclosure Schedule, Seller is not obligated to pay to any Person any royalties, fees, commissions or other amounts for the use by Seller of any Specified IP Rights.

  • M., Frank, E., Holmes, G., Pfahringer, B., Reutemann, P., Witten, I.H.: The WEKA data mining software.


More Definitions of Specified IP Rights

Specified IP Rights means the Specified Ex-U.S. IP Rights and the Specified U.S. IP Rights.
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Specified IP Rights means all IP Rights in which Seller has (or purports to have) an ownership interest and which (A) claim, cover or are embodied in, or are otherwise necessary for the manufacture, sale, marketing, distribution or use of, the Specified Product or any other Product or Compound, or (B) are otherwise material to the manufacture, marketing or sale of the Specified Product or any other Product or Compound as being conducted as of the date of this Agreement. (v) “Trade Secrets” means any trade secrets, or any confidential inventions (whether patentable or unpatentable, whether or not reduced to practice, whether or not in an invention disclosure and whether or not in writing), processes, formulae, developments, discoveries, technology, compounds, probes, sequences, technical information and data, software, methods, biological materials, bioassays, clones, molecules, protocols, reagents, experiments, lab results, tests, know-how, concepts, ideas, processes, research and development information and results, customer lists, supplier lists, pricing and cost information, business and marketing plans, strategies or other confidential information or materials which in the reasonable business judgment of the owner thereof have value or confer a competitive advantage to such owner due to being not generally known or not publicly disseminated. (vi) “Trademark Rights” means all trademarks, registered trademarks, applications for registration of trademarks, service marks, registered service marks, applications for registration of service marks, trade names, registered trade names and applications for registration of trade names, service names, brand names, trade dress rights, logos, taglines and slogans, together with the goodwill associated with any of the foregoing; and including all intent to use any of the foregoing if not registered or subject to a pending application. (b) Registered IP. Part 2.3(b) of the Disclosure Schedule sets forth a true, complete and accurate list of all of the Patent Rights, all registered Trademark Rights (or Trademark Rights for which applications for registration have been filed), and registered Copyrights owned by Seller and included in the Specified IP Rights or exclusively licensed to Seller pursuant to a Currently Effective Specified Contract, setting forth, as applicable, the jurisdictions in which patents have been issued and patent applications have been filed and trademarks have been registered and trademark applications have been file...
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Specified IP Rights has the meaning set forth in Section 2.3(a)(iv). “Specified Inventory” has the meaning set forth in Section 1.1(g). “Specified Manufacturing Contracts” means those Specified Contracts that are specifically identified as “Specified Manufacturing Contracts” on Schedule 1.1(b). “Specified Patent Rights” means (a) the Patent Rights included in the Specified Assets on the Closing Date, and (b) any Patent Rights corresponding or claiming priority to any of the Patent
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Specified IP Rights is hereby added to Section 1.1 of the Guarantee and Collateral Agreement to read as follows:
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Specified IP Rights means, whether related to use in the United States or in another country, (i) any and all patents (including design patents, industrial designs and utility models) and patent applications (including docketed patent disclosures awaiting filing, reissues, divisions, continuations, continuations-in-part and extensions), patent disclosures awaiting filing determination, inventions and improvements thereto, (ii) trademarks, service marks, certification marks, trade names, brand names, trade dress, logos, business and product names, slogans, and registrations and applications for registration thereof, (iii) copyrights (including software) and registrations thereof, (iv) inventions, processes, formulae, trade secrets, know-how, product specifications and industrial models, and (v) computer software and domain names, in the case of each of the foregoing together with all goodwill directly or indirectly associated therewith, in each case owned by Holdings, Borrower or any Domestic Subsidiary, including, without limitation, the patents and trademarks that are referred to on Schedule A hereto, all rights to xxx at law or in equity for any infringement or other impairment of the foregoing including the right to receive all proceeds and damages therefrom, and any other claim by Grantor against third parties for past, present or future infringement of the foregoing.”
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Specified IP Rights has the meaning set forth in Section 1.1(a).
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Related to Specified IP Rights

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • IP Rights has the meaning specified in Section 5.17.

  • Company-Owned IP Rights means Company IP Rights that are 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.

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • 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 Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • 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.

  • 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.

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

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

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

  • 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.

  • 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.

  • Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

  • Background Intellectual Property Rights means all Intellectual Property Rights owned, controlled, obtained, or licensed by a Party at any time prior to or after the term of this Agreement, or arising from development of Technology created independently of this Agreement.

  • Intellectual Property Rights or IPR means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, designs, Know-How, trade secrets and other rights in Confidential Information; applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and all other rights having equivalent or similar effect in any country or jurisdiction;

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

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

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

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

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

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

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

  • 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”).