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 has the meaning set forth in Section 4.10(a).
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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

  • To the knowledge of ITT, there are no Intellectual Property rights currently used by the Business other than the Transferred Intellectual Property Assets, the Licensed Intellectual Property and the licenses set forth in Schedule 4.10(b).

  • 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.

  • Transferee 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 Transferor Territory without the express prior written consent of the Transferor.

  • 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.

  • With respect to each Composite Xxxx within the Transferred Intellectual Property Assets (“APA Composite Xxxx”), Seller or one of its Subsidiaries’ rights, titles and interests in each such APA Composite Xxxx are set forth in the applicable Transferred Contract or Shared Transferred Contract.

  • No infringement, misappropriation, or similar claim or proceeding is pending or, to Transferor’s Knowledge, has been threatened against Transferor with respect to the Transferred Intellectual Property Assets within the Transferee Territory or that would have a nontrivial adverse effect on Transferee’s rights hereunder.

  • 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 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.

  • 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

  • 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”).

  • Intellectual Property Assets means all Intellectual Property that is owned by Seller and used in or necessary for the conduct of the Business as currently conducted.

  • Intellectual Property Asset means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

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

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

  • 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.

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

  • 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.

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

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Registered Intellectual Property means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any private, state, government or other legal authority.

  • Scheduled Intellectual Property has the meaning set forth in Section 4.15(a).

  • Intellectual Property Assignments has the meaning set forth in Section 3.02(a)(iv).

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

  • Company Intellectual Property Agreements means any Contract governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

  • Company Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company, in whole or in part.

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • Acquired Intellectual Property has the meaning given in Section 2.1(b).

  • 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 Assignment has the meaning set forth in Section 3.02(a)(iii).

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

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

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Project Intellectual Property means any Intellectual Property created under, or otherwise in connection with the Project.