ADLS shall be solely responsible for all payment obligations related to the ADLS Technology under its licenses and other agreements with Third Parties that are in effect as of the Effective Date, including, without limitation, those obligations arising under the ADLS Third Party Agreements.
Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.
Background Technology means all tools, programs, designs, processes, formulas, techniques, improvements, inventions, works of authorship, software, data, know-how, ideas, methodologies, specifications, code libraries, algorithms, protocols, routines, subroutines, network systems, machine learning models, Trade Secrets (defined below), and other technology which are: (a) created, developed, owned, or licensed by PickNik prior to the Effective Date of this Agreement; (b) are created, developed, owned, or licensed by PickNik during the term of this Agreement but not delivered as a part of the Software; (c) which have general applicability to PickNik’s business and which are not based on any Company Confidential Information; or (d) modifications of or derivatives to any of the foregoing.
Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of ▇▇▇▇▇▇ Corp. II during the term of the Development Agreement.
Program Technology means Program Know-How and Program Patents.
Licensor Technology means the Licensor Patents and the Licensor Know-How.