MIPS Sample Clauses

MIPS. All discoveries, improvements and inventions conceived or first reduced to practice exclusively by or on behalf of MIPS (collectively, "MIPS Inventions") shall be the property of MIPS exclusively throughout the world. MIPS shall have the exclusive, world-wide right, title and interest in and to all intellectual property rights relating to MIPS Inventions.
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MIPS. Except where SGI's sale of MIPS capital stock to a third party results in a Change of Control, in the event more than fifty (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) of MIPS becomes owned or controlled directly or indirectly by a third party ("Change of Control"), MIPS shall promptly give notice to SGI of such Change of Control. Upon such Change of Control the licenses granted to MIPS pursuant to Section 3 above shall immediately terminate except that in the event after such Change of Control, MIPS is kept by the acquirer as an intact and independent business unit recognizable as the same business unit that existed prior to the Change of Control, then: (i) MIPS's licenses shall be restricted to the MIPS business unit only and not the acquirer's other business units, and (ii) SGI's licenses under Section 4 above shall be limited to Patents obtained or filed, and improvements developed, by MIPS only and not the acquirer's other business units. If MIPS is not maintained as a independent business unit as set forth above then: (i) SGI's licenses under Section 4 above shall apply to all Patents obtained or filed, and improvements developed, by the acquirer or any of its business units, and (ii) MIPS license will terminate, provided that in the event there is a pre-existing license agreement between SGI and the acquirer, the licenses shall continue within the scope of such preexisting licenses subject to the payment of any royalties due SGI under such pre- existing agreement.
Sample 1
MIPS. Parent (on behalf of itself and its Affiliates, including the Surviving Corporation) acknowledges and agrees that: (i) at any time before the Hold-Back Payment Date, the Holders’ Representative may effect a sale (a “MIPS Sale”) of those assets and Intellectual Property Rights in existence as of immediately prior to the Closing Date which relate solely and exclusively to the Company’s molecular inversion probe target capture technology (the “MIPS Assets”); and (ii) Parent will provide reasonable cooperation and assistance in connection with effecting a MIPS Sale, including (a) facilitating due diligence investigations and (b) executing and delivering such agreements, instruments and other documents as are necessary to sell the MIPS Assets. Notwithstanding any provision herein to the contrary, (x) Parent shall have sole discretion to reject any MIPS Sale if Parent determines that there are any Liabilities (whether actual, potential, contingent or otherwise) of any amount or nature whatsoever that could be payable or borne by Parent or its Affiliates (including the Surviving Corporation), or for which Parent or its Affiliates (including the Surviving Corporation) could otherwise have any Liability, in connection with the MIPS Assets or as a result of any such MIPS Sale, (y) as a condition to the consummation of any MIPS Sale, Parent and its Affiliates (including the Surviving Corporation), as well as their assignees and sublicensees (without restriction), shall retain an irrevocable and royalty-free license to use (including to research, develop, manufacture, sell and import) the MIPS Assets for all purposes, and, (z) without limiting any other remedies of the Parent Indemnified Persons, the Parent Indemnified Persons may exercise the Offset Right (without any time limitations) against any Noteholder MIPS Proceeds. The proceeds (whether in the form of up-front payments, contingent payments, fees or otherwise) from a MIPS Sale, after deducting the sum of all Taxes and expenses incurred by Parent and its Affiliates in connection with the MIPS Sale plus the amount of $1,400,000 which shall remain with Parent (such net amount, the “Noteholder MIPS Proceeds”), shall be payable to the Noteholders and the Management Carveout Plan Participants, in each case in accordance with the Note Termination Agreements and Management Carveout Plan, as applicable, and the Noteholders and Carveout Plan Allocation Schedule; provided, however, that any delivery of Noteholder MIPS Pr...
Sample 1

Related to MIPS

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  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

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