Transferred Intellectual Property Assets definition

Transferred Intellectual Property Assets means all Transferred Intellectual Property, together with all income, royalties, damages and payments relating thereto due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof), the right to xxx and recover for past infringements or misappropriations thereof, and any and all corresponding rights, claims and remedies that, now or hereafter, may be secured throughout the world.
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Transferred Intellectual Property Assets shall have the meaning set forth in Section 3.16(e).
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Transferred Intellectual Property Assets means Intellectual Property Assets that embody Transferred Intellectual Property.
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Examples of Transferred Intellectual Property Assets in a sentence

  • Each Party agrees that it shall not at any time on or after the Effective Date file or permit to be filed any application for any patent, utility model or design based upon or disclosing the Transferred Intellectual Property Assets or the use or application thereof without the express prior written consent of the other Party.

  • Each Party shall cooperate with the other Parties to develop and implement policies and practices satisfactory to Transferor to ensure compliance with this Section 4(b)(i), including without limitation to secure all confidential information in the Transferred Intellectual Property Assets (the “Confidentiality Protection Practices”).

  • Each Party acknowledges that the Transferred Intellectual Property Assets contain valuable trade secrets and confidential information which are the joint property of the Parties.

  • Each Party will notify the other party promptly in the event of any circumstance in which confidential information in the Transferred Intellectual Property Assets was or may have been exposed to disclosure or loss.

  • At no time will either Party dispute or contest the other Party’s ownership rights in the Transferred Intellectual Property Assets.

  • Each Party agrees to keep all confidential information in the Transferred Intellectual Property Assets in strict confidence at all times and not to disclose, distribute or disseminate any confidential information in the Transferred Intellectual Property Assets to any third party at any time except as provided herein and under the Confidentiality Protection Practices.

  • The obligation of Transferee to effect the transactions contemplated by this Agreement, including without limitation issuance of the Consideration Shares, is subject to delivery by Transferor to Transferee of documents evidencing the termination of Viromed GmbH’s (and any of its affiliates’) rights to the Transferred Intellectual Property Assets in the Transferee Territory.

  • Transferor shall not at any time, directly or indirectly, itself or through any other Person, including, without limitation, through the grant of any rights to any other Person, engage in any activity of any kind whatsoever relating to or involving the Transferred Intellectual Property Assets in the Transferee Territory without the express prior written consent of the Transferee.

  • In Section 2(c) of the Intellectual Property Agreement, the following sentence is deleted: Transferor expressly reserves and shall continue to have all Use Rights as an equal co-owner of the Transferred Intellectual Property Assets, subject to the restrictions stated expressly in this Agreement.

  • Each Party shall cooperate with the other Party to evaluate and implement any proposal reasonably proposed by the other Party to transfer the Transferred Intellectual Property Assets into a special purpose entity in order to achieve advantages in the administration of the Transferred Intellectual Property Assets or the protection of the Transferred Intellectual Property Assets from liabilities and claims of third parties.


More Definitions of Transferred Intellectual Property Assets

Transferred Intellectual Property Assets means all Intellectual Property Assets owned or purported to be owned by the Seller, Xxxxxxx or any of their respective Affiliates and used or held for use in the conduct of the Business, including the Intellectual Property Assets listed on Schedule 1.01(f), but excluding the Excluded Intellectual Property Assets and the Excluded Off-the Shelf Software.
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Transferred Intellectual Property Assets means all Owned Intellectual Property and Owned IT Hardware (in each case other than those that are owned by the Transferred Subsidiaries).
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Related to Transferred Intellectual Property Assets

  • Excluded Intellectual Property has the meaning set forth in Section 2.2(a).

  • 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.