SpinCo Intellectual Property definition

SpinCo Intellectual Property means all Intellectual Property owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time primarily used or primarily held for use in the SpinCo Business, and all Intellectual Property set forth on Schedule 1.3.

SpinCo Intellectual Property means (a) the Registrable IP set forth on Schedule 1.3 and (b) all Other IP primarily used or primarily held for use in the SpinCo Business, including any Other IP set forth on Schedule 1.3.

SpinCo Intellectual Property means (a) the Trademarks (including domain names) listed on Schedule 1.7(a); (b) the Patents and invention disclosures listed on Schedule 1.7(b); (c) the Copyright registrations listed on Schedule 1.7(c); (d) the unregistered Copyrights that are owned by either Party or any member of its Group as of immediately prior to the Effective Time and exclusively used or exclusively held for use in the SpinCo Business; (e) the social media accounts listed on Schedule 1.7(e); and (f) the Know-How (other than invention disclosures) owned by either Party or any member of its Group as of immediately prior to the Effective Time and exclusively used or exclusively held for use in the SpinCo Business; provided, however, that in no event shall any or all of the following be included in the definition of SpinCo Intellectual Property: (i) Intellectual Property that is licensed to SpinCo or any of its Affiliates pursuant to any Ancillary Agreement; and (ii) Excluded IP.

Examples of SpinCo Intellectual Property in a sentence

• Notwithstanding the foregoing, any such SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability shall continue to constitute a SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability, as applicable, for all other purposes of this Agreement.

• The SpinCo Intellectual Property constitutes all Intellectual Property (except for such other Intellectual Property in the public domain for which no license is necessary) used in, and necessary and sufficient for, the conduct and operation of the SpinCo Business, as currently conducted; provided, that the foregoing representation shall not in any way be construed as a representation of non-infringement or other violation of the Intellectual Property rights of any Person.

• The SpinCo Licensors retain sole ownership of the SpinCo Intellectual Property Rights licensed by the SpinCo Licensors under this Agreement.

• It is expressly understood and agreed that no rights or licenses, express or implied, are granted by SpinCo to the Company under this Agreement in or to any New SpinCo Intellectual Property.

• Without limiting the foregoing, for purposes of clarity, as between RemainCo and SpinCo, SpinCo retains all rights in and to, and to use and exploit, and including without limitation the right to make, have made, use, lease, sell, offer for sale, and import, and use, reproduce, prepare derivative works of, distribute copies, perform and display products and services which utilize or embody such Licensed SpinCo Intellectual Property in the SpinCo Core Field.

More Definitions of SpinCo Intellectual Property

SpinCo Intellectual Property means, collectively, SpinCo Owned Intellectual Property and SpinCo Licensed Intellectual Property.

SpinCo Intellectual Property means (a) the Registrable IP set forth on Schedule 1.3(a), (b) all Other IP owned by YUM, SpinCo or another member of their respective Groups as of the Effective Time exclusively used or exclusively held for use in the SpinCo Business, but excluding any MLA IP and (c) any Other IP set forth on Schedule 1.3(c)(1).

SpinCo Intellectual Property means the registered Intellectual Property set forth on Schedule 1.12.

SpinCo Intellectual Property means (a) the Registrable IP set forth on Schedule 1.4 and (b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time primarily used or primarily held for use in the SpinCo Business, including any Other IP set forth on Schedule 1.4.

SpinCo Intellectual Property means the Intellectual property set forth on Schedule 1.1D.

SpinCo Intellectual Property means (a) the Exterran Name and Marks and (b) the Intellectual Property set forth in Schedule 1.1I.

SpinCo Intellectual Property has the meaning set forth in the Merger Agreement.