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.

  • 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.

  • 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 with respect to licenses granted to or by third parties in the ordinary course of business, agreements with distributors entered into in the ordinary course of business, “shrink-wrap” or other generally available commercial licenses or as otherwise contemplated by this Agreement, Schedule 5.10(f) sets forth a list of all material Transferred IP Licenses and, in the case of the Transferred Entities, all material licenses to the Business IP to which any Transferred Entity is a party.

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  • 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.

  • The Transferred Intellectual Property, the Transferred IP Licenses and the Intellectual Property owned by the DB Entities constitute all of the Deutsche Bank Intellectual Property exclusively used or held exclusively for use in the Business.

  • Seller Parent or the relevant Subsidiary has taken all relevant steps and obtained all consents required under the Transferred IP Licenses to validly and effectively transfer the same as part of the Transactions.

  • Purchaser 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.


More Definitions of Transferred IP Licenses

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 123 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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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 license agreements set forth on Schedule 1.01(i).
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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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Related to Transferred IP Licenses

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • IP Licenses shall have the meaning set forth in Section 3.12(a) hereof.

  • 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.

  • 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 (a) any and all Intellectual Property used in the conduct of the business of the Company or any of its Subsidiaries as currently conducted, and (b) any and all other Intellectual Property owned by the Company or any of its Subsidiaries.

  • Third Party Licenses has the meaning set forth in Section 2.4.

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

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

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

  • Transferred Trademarks means all registered and common law Trademarks of Seller in any jurisdiction in the world, including the Product names and the Trademarks listed on Schedule 1.1(eeee).

  • 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.

  • 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.

  • 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 shall have the meaning set forth in Section 6.11.

  • 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.

  • 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.

  • Parent Intellectual Property means any Intellectual Property that is owned by, or exclusively licensed to, Parent.