Business IP Assets definition

Business IP Assets means the Acquired Assets and Intellectual Property licensed under the Shared Technology License Agreement.
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Business IP Assets means (a) the Patents owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule; (b) all unregistered Copyrights owned by the Group Companies; (c) the Trademarks owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule and the goodwill of the Business associated with such Trademarks; (d) all Trade Secrets that are owned by the Group Companies; (e) the Software owned by the Group Companies; and (f) the Domain Names owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule.
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Business IP Assets means (i) the registered trademarks and applications and registered Internet domain names set forth on Schedule 6.12, (ii) all Intellectual Property (other than Patents and Jointly-Owned Software) owned by Seller and its Subsidiaries (other than the Company) exclusively or primarily relating to or exclusively or primarily used in the Business as of the Signing Date and/or Closing Date, including the Business Exclusive Software; (iii) a one-half, equal and undivided joint ownership interest in and to all Intellectual Property (other than Patents, Marks and Domain Names) owned by Seller or its Subsidiaries and embodied or incorporated, as of the Signing Date and/or Closing Date, in any software of both (A) any product or service of the Business and (B) any product or service of the Seller or its Subsidiaries (other than products or services of the Business), but in all cases in this clause (iii) excluding (x) those items set forth as Excluded Assets on Schedule 6.12, and (y) Business Exclusive Software (the foregoing Intellectual Property, “Jointly-Owned Software”) without any duty to account for profits or other compensation relating thereto (including for unjust enrichment) to the other Party (and each Party hereby expressly waives any such duty to account for profits or other compensation); and (iv) a copy of all physical and tangible materials, including software, code and documentation, embodying any of the items in clauses (ii) or (iii). Notwithstanding the foregoing, Business IP Assets shall exclude those items set forth as Excluded Assets on Schedule 6.12.
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Examples of Business IP Assets in a sentence

  • On October 21, 2014, the Board of Directors of Mylan received the written opinion of Centerview Partners LLC, dated as of October 21, 2014 that, as of such date and subject to the assumptions, qualifications and limitations set forth therein, the payment of the Consideration Shares to the French Business IP Seller and the Share Sellers for the French Business IP Assets and the Acquired Shares pursuant to the Original Transaction Agreement is fair, from a financial point of view, to Mylan.

  • As of the Closing Date, all Business IP Assets will be exclusively owned or, in the case of Jointly Owned IP Assets, jointly owned, by a Purchased Entity.

  • The Company Group Entities will have, as of the Closing, good and valid title to (or valid leases or licenses in respect of) all the Business Assets and Services and each other assets and services held, owned or leased by or provided to a Seller Group Entity or Company Group Entity, that are material to the Business, other than the Business IP Assets and the Excluded Business Assets and Services, in each case free and clear of all Encumbrances.

  • All registration, maintenance and renewal fees, issue fees and annuities due to any Governmental Authority in respect of such Business IP Assets as of the date hereof have been paid.

  • Section 1.04(a)(iv) of the Seller Disclosure Letter sets forth a list of the Business IP Assets that constitute Registered Intellectual Property, including for each such item listed, as applicable, its (i) territory, (ii) application serial number and date, (iii) issue number and date, (iv) record owner, (v) trademark, and (vi) any actions that must be taken within ninety (90) days of Closing to prosecute, maintain, perfect or renew any of the Registered Intellectual Property.

  • In respect of the Trade Secrets that are Ordinary Business IP Assets, Seller and Insignia and the Realty One Companies have taken reasonable precautions to protect the secrecy, confidentiality, and value of such Trade Secrets, and there are no outstanding and, to the Knowledge of Seller and Insignia, no Threatened disputes or disagreements with respect to such Trade Secrets.

  • Had Student completed her first quarter classes in the STARS 1 program, she would have earned 22.5 credits and would have needed 13.5 credits to graduate.

  • See: Energy Union and Climate change policy - One year on, last time accessible on 15.11.2015 under http://ec.europa.eu/priorities/energy-union/docs/energy-union-1-year_en.pdf.

  • None of such Business IP Assets is licensed to any third party or is subject to any material restrictions on its disclosure, ownership, use, license or transfer, except pursuant to a Business Material Contract listed in Section 2.07(a)(v) of the Seller Disclosure Letter.

  • In respect of copyrights that are Ordinary Business IP Assets, except as set forth on Exhibit 3.22(h), (i) none of the Realty One Companies owns any right, title, or interest in any registered Copyright, and (ii) there are no outstanding and, to the Knowledge of Seller and Insignia, no Threatened disputes or disagreements with respect to the Copyrights of any third parties.


More Definitions of Business IP Assets

Business IP Assets means (i) the registered trademarks and applications and registered Internet domain names set forth on Schedule 6.12, (ii) all Intellectual Property (other than Patents and Jointly-Owned Software) owned by Seller and its Subsidiaries (other than the Company) exclusively or primarily relating to or exclusively or primarily used in the Business as of the Signing Date and/or Closing Date, including the Business Exclusive Software; (iii) a one-half, equal and undivided joint ownership interest in and to all Intellectual Property (other than Patents, Marks and Domain Names) owned by Seller or its Subsidiaries and embodied or incorporated, as of the Signing Date and/or Closing Date, in any software of both (A) any product or service of the Business and (B) any product or service of the Seller or its Subsidiaries (other than products or services of the Business), but in all cases in this clause
Sample 1
Business IP Assets means (a) the Patents owned by the Group Companies as set forth onSection 2.9(a) of the Disclosure Schedule; (b) all unregistered Copyrights owned by the Group Companies; (c) the Trademarks owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule and the goodwill of the Business associated with such Trademarks; (d) all Trade Secrets that are owned by the Group Companies; (e) the Software owned by the Group Companies; and (f) the Domain Names owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule.
Sample 1
Business IP Assets means, collectively, the Flow Business IP Assets, the Flow Switzerland IP Assets (excluding any Intellectual Property included therein that is licensed from a third party), the Jointly Owned IP Assets and any other Intellectual Property that, upon the consummation of the Pre-Closing Transactions, will be owned by a Purchased Entity.
Sample 1
Business IP Assets means (a) all Copyrights owned by the Seller and the Group Companies; (b) the Trademarks owned by the Seller and the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule and the goodwill of the Business associated with such Trademarks; (c) all Trade Secrets that are owned by the Seller and the Group Companies; (d) the Group Company Software; and (e) the Domain Names owned by the Group Companies as set forth on Section 2.9(a) of the Disclosure Schedule.
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Business IP Assets means all Intellectual Property Rights owned, held, or in-licensed by any Company Group Entity or Seller Group Entity and used in the Business.
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Related to Business IP Assets

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

  • Company Intellectual Property Assets means the Intellectual Property Assets used or 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 Assets includes:

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

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

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

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

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

  • 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.

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

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

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

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

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

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

  • Parent Intellectual Property means the Intellectual Property Rights owned or purported to be owned by Parent or its Subsidiaries.

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

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

  • 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.

  • Owned Company Intellectual Property means all Intellectual Property owned by the Company or any Company Subsidiary, other than unregistered items of Intellectual Property.

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

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

  • Pre-Existing Intellectual Property means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.

  • 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 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.