Target IP Assets definition
Examples of Target IP Assets in a sentence
The Group Companies have taken commercially reasonable steps to prevent the introduction of Viruses into Target IP Assets.
Target is not subject to any agreement that restricts the use, transfer, delivery or licensing by Target of such wholly owned Target IP Rights or Target IP Assets and has not covenanted or agreed to forbear asserting any such Target IP Rights.
Target and its Subsidiaries have good and valid title to all of such Target IP Rights and the Target IP Assets free and clear of any Encumbrance (except as contained in non-exclusive licenses granted by Target or any of its Subsidiaries).
The Target IP Assets and Target IP Rights, and the Licensed IP Assets and Licensed IP Rights, comprise all the Technology Assets and Intellectual Property Rights necessary for the conduct of the Target Business and comprise all the Technology Assets and Intellectual Property Rights used or proposed as of the date of this Agreement to be used in the conduct of the Target Business.
No government funding; facilities of a university, college, other educational institution or research center; or funding from any third party (other than funds received in consideration for Target Common Stock) was used in the development of the wholly owned Target IP Rights or Target IP Assets.
Target has taken reasonable steps to prevent the introduction of Viruses into Target IP Assets.
Neither Target nor any of its Subsidiaries is subject to any agreement that restricts the use, transfer, delivery or licensing by Target or its Subsidiaries of such Target IP Rights or the Target IP Assets and, other than as contained in non-exclusive licenses granted by Target or any of its Subsidiaries listed on Section 3.10(b)(i-iii) of the Target Disclosure Schedule, neither Target nor any of its Subsidiaries has covenanted or agreed to forbear asserting any such Target IP Rights.
No moral rights have been asserted by Contributors which would affect the use or exploitation of the Target IP Rights, Target IP Assets or Target Products, or the operation of the Target Business.
Except as indicated in Section 3.11(b)(vii) of the Target Disclosure for each Target IP Rights or Target IP Assets licensed from third parties, the Target holds a valid, fully paid, and non-royalty bearing license from such third parties.
With respect to any Target IP Rights or Target IP Assets licensed from third parties and subject to royalty or other payment obligation as set forth in Section 3.11(b)(vii) of the Target Disclosure Schedule, no royalties or continuing payment obligations are part due.