Transferred IP Licenses definition

Transferred IP Licenses means any (x) Contract between a Transferred Company and a third party (other than Seller or any of its Affiliates) pursuant to which a Transferred Company is licensed directly Intellectual Property, provided, however, that if (A) such Contract licensing such Intellectual Property is governed by a master or enterprise license agreement between Seller or any of its Affiliates (other than the Transferred Companies) and a third party, then such Contract and such Intellectual Property shall be an Excluded Asset unless (1) such Contract for such Intellectual Property is assignable without any payment of any further consideration by Seller or any of its Affiliates (unless Buyer agrees in writing to pay any consideration required under a given Contract), and (2) the applicable master or enterprise agreement does not prevent a transfer or assignment of the underlying Contract licensing such Intellectual Property, and (B) if such Contract licensing such Intellectual Property is a Contract to which one or more Affiliates of Seller (other than the Transferred Companies) is also a party, then such Contract and such Intellectual Property shall be an Excluded Asset unless such Contract allows for the assignment of solely the portion of such Contract that is solely applicable to the Transferred Companies, without any payment of any further consideration by Seller or any of its Affiliates (unless Buyer agrees in writing to pay any consideration required under a given Contract), in which case solely such portion of such Contract shall be a Transferred IP License, and (y) Network Element Software License assigned to Newco pursuant to Section 6.17(a).
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Transferred IP Licenses means any Contract pursuant to which Harbor or any of its Subsidiaries (excluding any member of the Spinco Group) receives from a third party a license to Intellectual Property that is exclusively used or exclusively held for use in the conduct of the Spinco Business.
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Transferred IP Licenses means any ( x ) Contract between a Transferred Company and a third party (other than Seller or any of its Affiliates) pursuant to which a Transferred Company is licensed directly Intellectual Property, provided , however , that if ( A ) such Contract licensing such Intellectual Property is governed by a master or enterprise license agreement between Seller or any of its Affiliates (other than the Transferred Companies) and a third party, then such Contract and such Intellectual Property shall be an Excluded Asset unless ( 1 ) such Contract for such Intellectual Property is assignable without any payment of any further consideration by Seller or any of its Affiliates (unless Buyer agrees in writing to pay any consideration required under a given Contract), and ( 2 ) the applicable master or enterprise agreement does not prevent a transfer or assignment of the underlying Contract licensing such Intellectual Property, and ( B ) if such Contract licensing such Intellectual Property is a Contract to which one or more Affiliates of Seller (other than the Transferred Companies) is also a party, then such Contract and such Intellectual Property shall be an Excluded Asset unless such Contract allows for the assignment of solely the portion of such Contract that is solely applicable to the Transferred Companies, without any payment of any further consideration by Seller or any of its Affiliates (unless Buyer agrees in writing to pay any consideration required under a given Contract), in which case solely such portion of such Contract shall be a Transferred IP License, and ( y ) Network Element Software License assigned to Newco pursuant to Section 6.17(a) .
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Examples of Transferred IP Licenses in a sentence

  • Each of Purchaser and each Purchasing Party has the requisite corporate power and authority to own, lease and operate the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks and the Transferred IP Licenses and to assume the Assumed Liabilities, and to carry on the Business in substantially the same manner as the same is now being conducted by Seller and its Subsidiaries.

  • There are no Liens for Taxes upon any of the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks or the Transferred IP Licenses, except for Permitted Liens.

  • If any provision of this Agreement or any portion thereof is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement will not in any way be affected or impaired.

  • It also determined the main topics, the communities to which capacity development is delivered (government bodies, local communities’ groups, educators, researchers, etc.) and the mode of delivery (e.g., in-situ workshops, on-line, blended learning, internships, etc.).

  • Agilent agrees to, and agrees to cause its Subsidiaries to, assign and convey to Purchaser, effective as of the Closing, (i) the license granted to CCIL in Section 3.1 below that is effective immediately prior to the Closing (the “CCIL License”), and (ii) the Transferred IP Licenses, subject to the terms, conditions and restrictions of each Transferred IP License and subject to the CCIL License.

  • All Liabilities to the extent arising out of, relating to or otherwise in respect of the performance by Seller Parent or its Affiliates (or on their behalf) under the Transferred Contracts or the Transferred IP Licenses prior to the Closing.

  • Except as set forth on Schedule 3.10(a)(iii), the Transferred IP and the IP Rights licensed by Seller, the Transferred Company, and Seller’s Affiliates pursuant the Transferred IP Licenses include all of the material IP Rights used primarily in the Business as conducted by Seller, the Transferred Company and Seller’s Affiliates immediately prior to the date of this Agreement.

  • Tests were carried out with simple and complex negative polarity text, as we can see in Fig.

  • The Transferred IP and the Transferred IP Licenses comprise all of the IP Rights of Seller or any of its Affiliates that are necessary to operate the Business in all material respects as currently conducted.

  • All of the Intellectual Property rights licensed by Deutsche Bank or any Seller to a third party under the Transferred IP Licenses are included in the Transferred Intellectual Property or will be provided to the Purchaser on a service bureau basis under the Transition Support Agreement.


More Definitions of Transferred IP Licenses

Transferred IP Licenses means the license agreements set forth on Schedule 1.01(i).
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Transferred IP Licenses means the Deutsche Bank IP Licenses identified in Section 2.02(a)(v) of the Seller Disclosure Schedule.
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Transferred IP Licenses means the Allergan License and the Xxxxxxxx License.
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Transferred IP Licenses means the agreements between Agilent or its Subsidiaries and a Third Party as set forth on Exhibit E
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Transferred IP Licenses means any Contract between a Company and a third party (other than a member of the Seller Group) pursuant to which a Company is licensed directly Intellectual Property; provided, however, that if (x) such Contract licensing such Intellectual Property is governed by a master or enterprise license agreement between Seller or any of its Affiliates (other than the Companies) and a third party, then such Contract and such Intellectual Property shall be an Excluded Asset unless the applicable master or enterprise agreement does not prevent a transfer or assignment of the underlying Contract licensing such Intellectual Property, and (y) if such Contract licensing such Intellectual Property is a Contract to which one or more Affiliates of Seller (other than the Companies) is also a party, then such Contract and such Intellectual Property shall be an Excluded Asset unless such Contract allows for the assignment of solely the portion of such Contract that is solely applicable to the Business, in which case solely such portion of such Contract shall be a Transferred IP License. For the avoidance of doubt, the “Transferred IP Licenses” do not include any Business Vendor Contracts or the Verizon IP Agreements.
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Transferred IP Licenses means the licenses of Intellectual Property between (i) an Asset Seller and (ii) a third party that is neither an ABB Affiliate of an Asset Seller or an OGP Subsidiary set forth in Section 1.01(c) of the Disclosure Schedule.
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Related to Transferred IP Licenses

  • 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.

  • 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 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.

  • 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”).

  • 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.

  • 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.

  • 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.

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

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

  • 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 IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

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

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • 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.

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Company IP means all Intellectual Property Rights and Intellectual Property owned by or exclusively licensed to the Company.

  • Transferred Trademarks means the Trademarks, and applications for Trademarks, included in the Transferred Registered Intellectual Property.

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

  • 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.

  • Transferred Patents means those Patents identified on Schedule 1.01(g).

  • Transferred Technology has the meaning set forth in Section 2.3(a).

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

  • Trademark Licenses means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor or licensee and providing for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such trademark licenses, contracts or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory now or hereafter owned by any Grantor and now or hereafter covered by such licenses (including, without limitation, all Trademark Licenses described in Schedule II hereto).

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • 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.