Assigned IP Assets definition

Assigned IP Assets shall have the meaning set forth in Section 2.1(d).
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Assigned IP Assets means the Intellectual Property Rights (including Intellectual Property Rights in and to Assigned Software and Assigned IT Assets) owned by Seller or any of the Retained Subsidiaries and Related to the Business, including all rights of action arising from the foregoing and all claims for damages by reason of present, past and future infringement, misappropriation, violation, misuse or breach of Contract in respect of the foregoing, and present, past and future rights to sue and collect damages or seek injunctive relief for any such infringement, misappropriation, violation, misuse or breach of the foregoing and all income, royalties and any other payments now and hereafter due and/or payable in respect of the foregoing; and all documentation or other tangible embodiments that comprise, embody or disclose the foregoing, including, as applicable, engineering drawings, technical documentation, databases, spreadsheets,
Sample 1
Assigned IP Assets. (A) all Patents (as defined below) Primarily Used in the Business, including those Patents set forth in Schedule 1.1(a)(iv) but specifically excluding those set forth on Schedule 1.1(b)(ii); (B) all Copyrights (as defined below) Primarily Used in the Business, including those Copyrights set forth in Schedule 1.1(a)(iv); (C) all Trademarks (as defined below) Primarily Used in the Business, including those Trademarks set forth in Schedule 1.1(a)(iv); and (D) all Know-How (as defined below) used exclusively in the Business or related exclusively to any Product. For the avoidance of doubt, the Know-How in (D) above includes Product Specifications (as defined below). For purposes of this Agreement, “Intellectual Property” means and includes (1) patents (including applications, divisionals, provisionals, continuations, continuations-in-part, re-examinations, reissues or equivalent rights relating thereto, and their foreign counterparts), industrial designs, utility models and equivalent rights (“Patents”), (2) copyrights and copyrightable works (including software, systems, documentation, graphics, research materials, lab books and reports, advertising materials and website content) (“Copyrights”); (3) trade names, brand names, trademarks, service marks, corporate names, logos, domain names and other source indicators, and all of the goodwill associated with any of the foregoing (“Trademarks”); and (4) trade secrets, know-how, documents, drawings, procedures, inventions, compositions of matter, technology, processes, methods and formulae, confidential, proprietary or non-public information or materials in any form or media, and all other intellectual or industrial property not included in clauses (1) through (3) (“Know-How”);
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Examples of Assigned IP Assets in a sentence

  • Seller owns, free and clear of all Liens, has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property included in the Assigned IP Assets, except for the Licensed IP included in the Assigned IP Assets.

  • All registrations for copyrights, Patents and Trademarks included in the Assigned IP Assets are owned by Seller Parties, are valid and in force, and all applications to register any copyrights, Patents and Trademarks are pending and in good standing, all without challenge of any kind except as set forth in Schedule 2.9(c).

  • The Parties intend that this Agreement shall not modify and shall be subject to the applicable terms and conditions of the APA, which govern the Parties’ rights and interests in the Assigned IP Assets.

  • Jim Cassatt asked questions regarding properties that are not on the tax roles.

  • The EU gets more and more power, in the field of foreign policy-making as well.

  • The primary data was collected by using questionnaires that were developed specifically for this research.

  • All registrations for Copyrights, Patents and Trademarks included in the Assigned IP Assets are valid and in force, and all applications to register any Copyrights, Patents or Trademarks included in the Assigned IP Assets are pending and in good standing, all without challenge of any kind, to Seller's Knowledge.

  • The Assigned IP Assets constitutes all intellectual property used in and/or necessary to the conduct of the Operations as it is currently conducted.

  • The execution by Seller of this Agreement will not result in the loss or impairment of the rights of Purchaser to own or use any of the Intellectual Property or Licensed IP included in the Assigned IP Assets and Seller is not, nor as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder will be, in violation of any IP License included in the Assigned IP Assets.

  • At no time during the conception or reduction to practice of any of the Intellectual Property included in the Assigned IP Assets that is owned by Seller Parties was any developer, inventor or other contributor to such Intellectual Property operating under any grants from any Governmental Authority or subject to any employment agreement, invention assignment, nondisclosure agreement or other contract with any Person that could adversely affect the rights of the Seller Party to any such Assigned IP Asset.


More Definitions of Assigned IP Assets

Assigned IP Assets shall have the meaning set forth in Section 2.1(c).
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Assigned IP Assets means (i) all Intellectual Property Rights Relating to the Business and owned by Seller or any of its Retained Subsidiaries as of the Closing (other than any Intellectual Property Rights developed or conceived by or on behalf of Seller’s ‘Hermetic Motors’ division), including any such Intellectual Property Rights in Technology that is under development as of the Closing, and including any Intellectual Property Rights listed in Section 1.1(a) of the Disclosure Schedule and any and all Patents that claim or entitled to claim priority, directly or indirectly, to the Patents set forth in Section 1.1(a) of the Disclosure Schedule, and (ii) all Intellectual Property Rights developed or conceived by or on behalf of the Motors Business and owned by Seller or any of its Retained Subsidiaries as of the Closing exclusively relating to, used in (or held for use in), practiced by, or arising out of the operation or the conduct of the Business as conducted as of the Closing, including any such Intellectual Property Rights in Technology that is under development as of the Closing (the “Assigned Motors IP”); provided that “Assigned IP Assets” shall exclude any and all Excluded Motors IP.
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Assigned IP Assets means all Purchased Assets that are Intellectual Property.
Sample 1
Assigned IP Assets means the Intellectual Property Rights (including Intellectual Property Rights in and to Assigned Software and Assigned IT Assets) owned by Seller or any of the Retained Subsidiaries and Related to the Business, including all rights of action arising from the foregoing and all claims for damages by reason of present, past and future infringement, misappropriation, violation, misuse or breach of Contract in respect of the foregoing, and present, past and future rights to xxx and collect damages or seek injunctive relief for any such infringement, misappropriation, violation, misuse or breach of the foregoing and all income, royalties and any other payments now and hereafter due and/or payable in respect of the foregoing; and all documentation or other tangible embodiments that comprise, embody or disclose the foregoing, including, as applicable, engineering drawings, technical documentation, databases, spreadsheets, business records, inventors’ notebooks, invention disclosures, digital files, software code embodied in media or firmware, and patent, trademark and copyright prosecution files, including such files owned by a Purchased Subsidiary in the custody of Seller’s outside legal counsel. In furtherance and not in limitation of the foregoing, Section 1.01(a) of the Disclosure Schedule sets forth the Registered Intellectual Property Rights included in the Assigned IP Assets.
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Related to Assigned IP Assets

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

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

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Transferred Intellectual Property has the meaning set forth in Section 2.1(k).

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Assigned Property means real and related personal property which, in the discretion of the Administrator or his designee, has been made available to the Department for transfer for public health purposes.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • 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.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Assigned Value means the Market/Offer Price, as defined in Section 7.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Assigned Interests has the meaning set forth in Section 2 hereof; and

  • Sold Assets has the meaning set forth in Section 2.01(b).

  • Company Intellectual Property Assets means the Intellectual Property Assets used or owned by the Company or any of its subsidiaries.

  • Specified Assets the following property and assets of such Grantor:

  • Intellectual Property Assets includes:

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

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • 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.

  • Assigned Leases has the meaning specified in Section 2.01(b).

  • Assigned Patents means all Patents issued to, or for which applications are pending in the name of, Holdings or any of its Subsidiaries and (a) assigned to IP Hold-Co in accordance with the Patent Assignment Agreement, including without limitation any Patents described on Schedule 5.17(a) or that are thereafter acquired by, or filed in the name of, Holdings or any of its Subsidiaries, including Patents that are the subject of Section 6.18.

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

  • Assigned Contract has the meaning set forth in Section 2.2.