Transferred Intellectual Property Licenses definition

Transferred Intellectual Property Licenses means the agreements that are identified on Section 4.11(a)(iii) of the Seller Disclosure Schedule and will be transferred and/or assigned to Purchaser on the Closing Date pursuant to the Assignment of Intellectual Property.
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Transferred Intellectual Property Licenses means, collectively, all licenses and agreements set forth on Schedule 1.1(d).
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Transferred Intellectual Property Licenses has the meaning set forth in Section 2.01(a)(ix).
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Examples of Transferred Intellectual Property Licenses in a sentence

  • The Transferred IP and Licensed IP, together with the rights of Seller under the Transferred Intellectual Property Licenses, are sufficient for use in connection with the Assumed Liabilities and Purchased Assets.

  • If the Participant’s employment or other service is terminated by the Company or its affiliates for Cause (as defined below), then this award (whether or not then vested and exercisable) shall immediately terminate and cease to be exercisable.

  • At the Closing, Purchaser will receive good title to (or in the case of the Material Transferred Intellectual Property Licenses a valid right to use) all Material Transferred Intellectual Property, free and clear of all Liens, except for Permitted Encumbrances.

  • The Intellectual Property Schedules set forth, as of the date of this Agreement, all Transferred Patents, Transferred Trademark Rights (other than the Unscheduled Trademark Rights), Transferred Domain Names and Transferred Intellectual Property Licenses that are owned or held by Seller or any Divesting Entity, or to which Seller or any Divesting Entity is a party, and that, in each case, are necessary to or otherwise used or held for use in the conduct of the Business.

  • Upon obtaining the requisite third party consents thereto, such Transferred Intellectual Property Licenses, Assumed Contracts and other Purchased Assets shall be transferred and assigned to Purchaser hereunder.


More Definitions of Transferred Intellectual Property Licenses

Transferred Intellectual Property Licenses means, collectively, all licenses and agreements of the Seller Group relating to the Transferred Trademark Rights, domain name registrations of the Seller Group (but not including the domain name registrations set forth on Schedule 2.2), or Transferred Know-How, including those licenses and agreements set forth on Schedule 1.1(c).
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Transferred Intellectual Property Licenses means, subject to Section ‎2.6 hereof, any rights of Conduit to use third party Intellectual Property primarily used in the Business (including, rights or licenses to agreements for development tools, Open Source and any other third party Intellectual Property which is embedded or used in or for the Transferred Assets or the Business, if any), including those listed on Schedule 1.1.37 hereto, but other than those licenses specifically included in the Excluded Assets.
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Transferred Intellectual Property Licenses has the meaning set forth in Section 10(f).
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Transferred Intellectual Property Licenses means, collectively, all licenses and agreements set forth in Section 5.10(a) of the Sellers Disclosure Letter.
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Transferred Intellectual Property Licenses means, subject to Section 2.6 hereof, any rights of Conduit to use third party Intellectual Property primarily used in the Business (including, rights or licenses to agreements for development tools, Open Source and any other third party Intellectual Property which is embedded or used in or for the Transferred Assets or the Business, if any), including those listed on Schedule 1.1.37 hereto, but other than those licenses specifically included in the Excluded Assets.
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Related to Transferred Intellectual Property Licenses

  • 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.

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Intellectual Property License Agreement shall have the meaning set forth in Section 6.11.

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

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Licensed Intellectual Property Rights means all Intellectual Property Rights owned by a third party and licensed or sublicensed to either the Company or any of its Subsidiaries.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • 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;

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Intellectual Property Agreement means the Intellectual Property Agreement substantially in the form attached hereto as Exhibit C.

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

  • Scheduled Intellectual Property has the meaning set forth in Section 3.12(a).

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

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

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

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

  • 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.

  • Intellectual Property Assets includes:

  • 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.

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

  • 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.

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