Transferred Proprietary Rights definition

Transferred Proprietary Rights means all Proprietary Rights that are owned or filed by Sellers or their Affiliates and Related to the Business.
Sample 1Sample 2Sample 3
Transferred Proprietary Rights has the meaning set forth in Section 3.10(a).
Sample 1
Transferred Proprietary Rights means all Proprietary Rights owned by or licensed to Seller and used exclusively in the Business other than the Excluded Proprietary Rights.
Sample 1

Examples of Transferred Proprietary Rights in a sentence

  • Sellers, the Acquired Companies and their Representatives have answered to Purchaser’s full satisfaction all inquiries that Purchaser or its Representatives have made concerning the Acquired Companies, the Business, the Transferred Proprietary Rights, and the Assumed Liabilities, or otherwise relating to the Contemplated Transactions.

  • As a result, for purposes of preparing the Historical Financial Information, certain changes and credits have been allocated, and certain Liabilities (including Tax Liabilities) and the cash flows related thereto have not been allocated, to the Business and the Transferred Proprietary Rights.

  • Sellers acknowledge and agree that Sellers shall be responsible for all applicable recordations of the assignment of the Transferred Proprietary Rights in the United States, Mexico or any other applicable jurisdiction from the title owner of each such Transferred Proprietary Right to Purchaser or its Affiliates, and Purchaser shall Exhibit 2.1 cooperate in all respects to assist Sellers with such transfers, including making Purchaser’s representatives available to execute necessary documents as applicable.

  • The charges and credits that have been allocated to the Business and the Transferred Proprietary Rights do not necessarily reflect the amounts that would have resulted from arms-length transactions or the actual costs that would be incurred if the Business operated as an independent enterprise.

Related to Transferred Proprietary Rights

  • Proprietary Rights means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • 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 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.

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

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

  • 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.

  • Business IP means all (i) Intellectual Property used in, held for use in, or necessary for the operation of the Company Group’s business as currently conducted and (ii) Company Intellectual Property.

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

  • Intellectual Property Right means any patent, patent right, trademark, trademark right, trade name, trade name right, service xxxx, service xxxx right, copyright and other proprietary intellectual property right and computer program.

  • 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).

  • 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.

  • 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.

  • 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 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.

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

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • 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.

  • 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).

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • 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.

  • Company Intellectual Property Rights means Intellectual Property Rights owned by or purported to be owned by, or exclusively licensed to, the Company or any of its Subsidiaries.

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

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

  • Intellectual Property Assets includes:

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