Transferred IP Contracts definition

Transferred IP Contracts means any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, in each case, that (i) with respect to IP Contracts that do not relate to computer software or databases, relates exclusively to the FH Business, and (ii) with respect to IP Contracts that relate to computer software or databases that are used in the operation of the FH Business, all such IP Contracts other than the Excluded FH Software Licenses.
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Transferred IP Contracts means any IP Contract to which DuPont or any of its Subsidiaries is a party or to which any of the DPC Assets is subject, in each case, that (x) is set forth on Section A(27) of the Seller's Disclosure Schedule or (y) relates exclusively to the DPC Business.
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Transferred IP Contracts has the meaning set forth in Section 3.12(d).
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Examples of Transferred IP Contracts in a sentence

  • The Seller and its Subsidiaries have, and enforce, a policy requiring each employee and independent contractor to execute Transferred IP Contracts provided under subsection (v) of this Section, and all current and former employees and independent contractors of the Seller and any Subsidiary thereof involved in the development of Intellectual Property or otherwise had access to Sellers and the Subsidiaries’ confidential information or Trade Secrets have executed such a Transferred IP Contract.

  • Except as set forth in Schedule 3.12(a), the Transferred Intellectual Property and Transferred IP Contracts, collectively, constitute all of Intellectual Property Rights necessary to conduct the Business.

  • Since January 1, 2008, Sellers have not received any written notice that Sellers are infringing, misappropriating or otherwise violating the Intellectual Property Rights of any other Person with respect to any Transferred Intellectual Property or any rights licensed pursuant to the Transferred IP Contracts.

  • Part 1: Registered Transferred Product Intellectual Property Rights Patents [***] Registered Trade Marks and Copyright Part 2: List of Transferred Contracts and Transferred IP Contracts *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking.


More Definitions of Transferred IP Contracts

Transferred IP Contracts means any IP Contract to which APD or any of its Subsidiaries is a party or to which any of the PMD Assets is subject, in each case, that (x) is set forth on Section A(17) of the Seller’s Disclosure Schedule or (y) relates predominately to, and is required in the operation of, the PMD Business.
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Transferred IP Contracts means any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, in each case, that (i) with respect to IP Contracts that do not relate to computer software or databases, relates exclusively to the FH Business, and (ii) with respect to IP Contracts that relate to computer software or databases that are used in the operation of the FH Business, all such IP Contracts other than the Excluded FH Software Licenses. “Transferred Pension Participants” means the participants in the Transferred DB Plans. “Transition Services Agreement” means the Transition Services Agreement, substantially in the form attached hereto as Exhibit E. “Treasury Regulations” shall mean the final, temporary and proposed regulations promulgated by the United States Department of Treasury under the Code. “U.S. Pension Transfer Date” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “U.S. Transferred Employee” shall mean each Transferred Employee primarily located in the United States. “U.S. Transferred Pension Participants” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “VAT” means any value added Tax, goods and services Tax or any other similar Tax. “WARN Act” shall have the meaning set forth in Section 6.8. “Wholly Owned Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person if all of the common stock or other similar equity ownership interests in such Subsidiary (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable Law) is owned directly or indirectly by such Person. Annex A - Page 21 EXHIBIT A FORM OF XXXX OF SALE AND ASSIGNMENT1 THIS XXXX OF SALE AND ASSIGNMENT, dated [●], 2017 (this “Xxxx of Sale”), is executed and delivered by and between [BUYER DESIGNEE], a [●] (“FH Asset Buyer”)2, and [FH ASSET SELLER], a [●] (“FH Asset Seller”).3 All capitalized words and terms used in this Xxxx of Sale and not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement, dated as of [●], 2017 (the “Agreement”), by and between [SELLER], a Delaware corporation (“Seller”), and [FH Asset Buyer]4[[BUYER], a Delaware corporation (“Buyer”)]5.
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Transferred IP Contracts means all Contracts set forth on Schedule 2.1(a)(i)(1).
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Transferred IP Contracts means any IP Contract to which Delta or any of its Subsidiaries is a party or to which any of the DPP Assets is subject, in each case, that (x) is set forth on Section A(10) of the Delta Disclosure Schedule or (y) relates exclusively to the DPP Business.
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Transferred IP Contracts means all IP Contracts concerning the Business Intellectual Property or Transferred IT Assets, in each case primarily relating to the Business, excluding any Contracts that apply generally on an enterprise-wide basis to the businesses of Sellers and their respective Affiliates.
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Related to Transferred IP Contracts

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • 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”).

  • Retained Contracts shall have the meaning set forth in Section 1.2(i).

  • Shared Contracts has the meaning specified in Section 4.12(b).

  • Company IP 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 Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • Transferred Permits has the meaning set forth in Section 1.1(b).

  • 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.

  • 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 Contract shall have the meaning set forth in Section 1.1(b).

  • 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 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.

  • 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 Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

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

  • Scheduled Contracts has the meaning set forth in Section 4.16.

  • 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.

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • Customer Contracts has the meaning set forth in Section 2.1(b)(ii)(A).