Third Party IP Licenses definition

Third Party IP Licenses and, together with the Third Party Software Licenses, the “Third Party Licenses”).
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Third Party IP Licenses has the meaning set forth in Section 6.17(d).
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Third Party IP Licenses means any license or agreement pursuant to which Seller has licensed any intellectual property from a third party and which license or agreement is listed in Section 8.1(a)(5) of the Disclosure Letter.
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Examples of Third Party IP Licenses in a sentence

  • The Intellectual Property, together with the Third Party IP Licenses and the Master Agreement, constitutes all patents and trademarks owned or licensed by the Seller and its Affiliates necessary for the operation of the Business in substantially the manner currently conducted by the Seller and its Affiliates.

  • With respect to Third Party IP Licenses, no payment of any royalties, honoraria, or other fees is past due by any Company Group Member.

  • From and after the date hereof, Seller shall, and shall cause its applicable affiliates to, unless otherwise consented to in writing by the Purchaser, (i) perform in all material respects in the ordinary course and as required thereunder, all of their obligations under the IP Licenses and Third Party IP Licenses (assuming the due performance by third parties under such licenses), and (ii) notify the Purchaser of any default by any party of any obligation under any IP License or Third Party IP License.

  • C-COR has all of the Third Party IP Licenses necessary to manufacture, distribute, and sell all C-COR products, provided, that the foregoing shall not be deemed to be a representation that such rights do not infringe the patent rights of any other person, other than the Third Party IP Licenses developer or provider.

  • To Sellers’ Knowledge, the Third Party IP is not subject to any outstanding order restricting the use or licensing thereof by Sellers, and except as otherwise set forth in Section 5.14(d) of the Disclosure Schedule, neither Seller has received any written claim challenging the validity or effectiveness of the Third Party IP or Third Party IP Licenses.

  • Each of Purchaser and SHC acknowledges that the Seller makes no representation or warranty as to the value of or revenues obtainable from ownership of the Purchased Assets, IP Licenses or Third Party IP Licenses.

  • All material Company IP Licenses and all material Third Party IP Licenses are in full force and effect, and constitute valid and binding obligations of the respective parties thereto and are enforceable in accordance with their respective terms.

  • To the Company's knowledge, each of the patents to which the Third Party IP Licenses described on Schedule 3.18(a) of the Company -------- ------ Disclosure Schedule relate (the "Patents"), are currently in compliance with ------- formal legal requirements (including payment of filing, examination and maintenance fees and proofs of working or use).

  • They can also develop new ways of looking at product development, partnerships and services.The Data-driven Company tour focuses on ideas and solutions that can help companies make more intelligent use of all available data resources.

  • GNE may offset against any royalty payment due and payable by GNE to Adaptimmune under Section 10.7 (Royalties) with respect to such Licensed Product by [***] (or an Affiliate or Sublicensee) pursuant to a license under Third Party IP obtained after the Effective Date in accordance with Section 7.3 (Third Party IP Licenses) (each a “ Third Party IP License”); provided, [***].


More Definitions of Third Party IP Licenses

Third Party IP Licenses shall have the meaning set forth in Section 4.17(a).
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Third Party IP Licenses shall have the meaning specified in Section 2.1.1(c). "UK Assets" means the assets of GSE Systems UK, Ltd. set forth on Exhibit H attached hereto. "UK Purchase Agreement" means the purchase agreement for the purchase of the UK Assets and attached hereto as Exhibit I. "VirtualPlant Division" means that portion of the Seller's business which involves the development, marketing, license and sale of VirtualLab, VirtualPlant, Accelerated Product Deployment, BatchCAD Software, Batch Wizard Software, and all services and partially-developed sub-products relating to the foregoing; and the personnel employed by Seller directly in the development, marketing and licensing of such products, and performance of such services. "VirtualPlant Intellectual Property" shall have the meaning specified in Section 2.1.2
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Third Party IP Licenses shall have the meaning ascribed thereto in Section 3.17(g) hereto.
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Third Party IP Licenses as defined in Section 7.9
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Related to Third Party IP Licenses

  • Third Party Licenses has the meaning set forth in Section 3.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • 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.

  • IP Licenses means all the contracts, licenses and agreements to which the Company is a party with respect to any Intellectual Property or Intellectual Property Rights licensed to or by, or created for or by, the Company.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • 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.

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

  • 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.

  • 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.

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

  • 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 IP means the Licensed Patents and the Licensed Know-How.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • 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.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Patent Licenses means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses set forth in Schedule II hereto).

  • 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 means all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including Seller or any of its Affiliates.

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

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

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

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.