Transferred Business Intellectual Property definition

Transferred Business Intellectual Property means (i) the Patents listed on Schedule 1 hereto with such changes as have been agreed to by the Parties as of the date hereof and may be further agreed to in writing prior to the Closing Date, the Trademarks listed on Schedule 2 hereto, and the Internet Properties listed on Schedule 3 hereto, and (ii) those Trade Secrets, Copyrights, Industrial Designs, Database Rights and Mask Works incorporated in the Transferred Business Technology that are owned by the Purchased Seller Subsidiaries as of the Closing Date.
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Transferred Business Intellectual Property means the Intellectual Property primarily used in the conduct or operation of the Relevant Group’s Business as presently conducted and operated.
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Transferred Business Intellectual Property means the Intellectual Property Rights owned by Seller or any of its Subsidiaries and exclusively used in connection with the conduct of the Business as of the Initial Closing Date, including the Intellectual Property listed in Schedule 4.13(a). For the avoidance of doubt, Transferred Business Intellectual Property (i) shall include any copyrights in any art, photographs, memorabilia or other works of authorship exclusively used in connection with the conduct of the Business as of the Initial Closing Date, and all copies and tangible embodiments of the foregoing (except such embodiments that incorporate any Excluded Assets, including Retained Business Intellectual Property) and all trademarks and domain names utilizing the “XXXXXXXX’X” or “SULLY’S” name and (ii) shall exclude the Shared Recipes and all other Excluded Assets.
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Examples of Transferred Business Intellectual Property in a sentence

  • No Governmental Authority or any public or private university, college or other educational or research institution has or could claim rights in any material Transferred Business Intellectual Property Rights as a result of funding, facilities or personnel of such Governmental Authority, public or private university, college or other educational or research institution which were used, directly or indirectly, to develop or create, in whole or in part, such Transferred Business Intellectual Property Rights.

  • Seller shall not have any right to institute any action or suit against Third Parties for infringement of any of the Transferred Business Intellectual Property Rights.

  • Each item of Transferred Business Intellectual Property listed on Schedule 4.13(a) that is registered with or issued by a Governmental Authority is subsisting and, to the knowledge of Seller, valid and enforceable.

  • The parties acknowledge that, as part of the transfer of Transferred Business Intellectual Property, Transferred Business Technology, and Transferred Business Intellectual Property Rights, Seller may inadvertently retain Technology or Intellectual Property that should have been transferred to Purchaser as part of the contemplated transfer of assets, and Purchaser may inadvertently acquire Technology or Intellectual Property that should not have been thereby transferred.

  • Except as set forth in Schedule 4.13(a), no item of Transferred Business Intellectual Property listed on Schedule 4.13(a) is the subject to any pending interference, derivation, reissue, reexamination, opposition, cancellation or post-grant proceeding and, to the knowledge of Seller, no such proceeding is threatened.

  • Neither Seller nor any Other Seller, nor, to the knowledge of Seller, any other party thereto, is in material default or material breach under any Transferred Business Intellectual Property License.

  • With respect to each item of Transferred Business Intellectual Property listed on Schedule 4.13(a), no Action is pending or, to the knowledge of Seller, is threatened in writing that challenges the ownership, use, validity or enforceability of such item.

  • All filing, examination, issuance, post registration and maintenance fees, annuities and the like required with respect to any item of Transferred Business Intellectual Property listed on Schedule 4.13(a) have been timely paid.

  • Following the closing of the acquisition of the Business by Seller Parent, Seller Parent shall cause Seller Parent or its Subsidiaries to assign and transfer to either IPC or one or more Seller Parties all of the Transferred Business Intellectual Property and Transferred Business Intellectual Property Rights used exclusively in the Business that is consistent in form with the documentation Seller Parent obtains from Angel upon acquisition of the Business.

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More Definitions of Transferred Business Intellectual Property

Transferred Business Intellectual Property means the Intellectual Property Rights owned by Seller or any of its Subsidiaries and exclusively used in connection with the conduct of the Business as of the Initial Closing Date, including the Intellectual Property listed in Schedule 4.13(a). For the avoidance of doubt, Transferred Business Intellectual Property (i) shall include any copyrights in any art, photographs, memorabilia or other works of authorship exclusively used in connection with the conduct of the Business as of the Initial Closing Date, and all copies and tangible embodiments of the foregoing (except such embodiments that incorporate any Excluded Assets, including Retained Business Intellectual Property) and all trademarks and domain names utilizing the “XXXXXXXX’X” or “SULLY’S” name and (ii) shall exclude the Shared Recipes and all other Excluded Assets. “Transition Services Agreement” means the Transition Services Agreement by and between Buyer and Seller in substantially the form attached hereto as Exhibit F. “Treasury Regulations” means the rules and regulations promulgated by the U.S. Treasury Department under the Code. “WARN” means the federal Worker Adjustment and Retraining Notification Act, as well as any similar foreign, state, or local Law. “Working Capital Assets” means the current assets of the Business described on Schedule 1.01(d)(i). “Working Capital Liabilities” means the current liabilities of the Business described on Schedule 1.01(d)(ii). Section 1.02.
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Transferred Business Intellectual Property has the meaning set forth in the Intellectual Property Matters Agreement.
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Transferred Business Intellectual Property means all Intellectual Property owned by any of the Allscripts Companies that is used exclusively in the operation of the Hospital & Large Physician Practice Business, as currently conducted. For the avoidance of doubt, “Transferred Business Intellectual Property” does not include any Common Components.
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Transferred Business Intellectual Property means Transferred Licensed Business Intellectual Property and Transferred Owned Business Intellectual Property.
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Related to Transferred Business Intellectual Property

  • Business Intellectual Property means the Licensed Intellectual Property and the Owned Intellectual Property.

  • 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.

  • 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.

  • 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 Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Intellectual Property Assets includes:

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

  • Project Intellectual Property means the legal rights relating to inventions (including Subject Inventions as defined in 37 CFR 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets, and any other legally protectable information, including computer software, first made or generated during the performance of this STTR Agreement.

  • Company Intellectual Property means any Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries.

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Joint Intellectual Property means, collectively, Joint Know-How and Joint Patents.

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

  • 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.

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

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

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

  • Owned Company Intellectual Property means that portion of the Company Intellectual Property and Company Intellectual Property Rights that is owned by the Company Entities.

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • 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 (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • 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.

  • Foreign Intellectual Property any right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service xxxx applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof.

  • Other Intellectual Property means all trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and privacy and other general intangibles of like nature, now or hereafter acquired, owned, developed or used by any Grantor.

  • Intellectual Property Asset means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.