Transferred Owned IP means all Transferred Owned Consumer Care IP and all Transferred Owned Rx IP.
Company-Owned IP Rights means Company IP Rights that are owned by the Company or any of its Subsidiaries.
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.
Company Owned IP means all Intellectual Property rights owned or purported to be owned by the Company or any of the Company Subsidiaries.
Owned IP means all of the Intellectual Property owned, or purported to be owned, by a Credit Party or any Subsidiary of a Credit Party.
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”).
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.
Company Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company, in whole or in part.
Transferred Technology has the meaning set forth in Section 2.3(a).
distributed ledger technology or ‘DLT’ means a technology that enables the operation and use of distributed ledgers;
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.
Transferred Trademarks means the Trademarks, and applications for Trademarks, included in the Transferred Registered Intellectual Property.
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.
Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.
Transferred Patents means those Patents identified on Schedule 1.01(g).
Company IP means all Intellectual Property Rights and Intellectual Property owned by or exclusively licensed to the Company.
Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.
Distributed Right has the meaning set forth in the definition of “Adjustment Factor.”
Parent Intellectual Property means the Intellectual Property used in the operation of the business of each of Parent and its Subsidiaries as presently conducted.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Proprietary Rights means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.
Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.
Licensed IP means the Licensed Patents and the Licensed Know-How.
transferred vote means a vote derived from a ballot document on which a second or subsequent preference is recorded for the candidate to whom that ballot document has been transferred, and
Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.
IP Ancillary Rights means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.
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.