Exclusively Related definition
Examples of Exclusively Related in a sentence
Houston shall deliver to Seattle as soon as reasonably practicable (but no later than ninety (90) days prior to the Projected Closing Date (as defined in the Merger Agreement)) a substantially final and complete list of Registered Intellectual Property that is Exclusively Related to the Seattle Business (such list, the “Registered Intellectual Property Schedule”).
Promptly following the execution of the Separation Agreement, Houston shall, in consultation with Seattle Business management and Miami (to the extent such consultation is not prohibited by applicable Laws), commence the creation of a list of all Registered Intellectual Property that is Exclusively Related to the Seattle Business.
Notwithstanding the foregoing, nothing in this License shall prevent or otherwise restrict or limit the right of Seller and its Affiliates to use (A) the Exclusively Related Know-How, (B) the Cell Lines related to the Exclusive Reagents and (C) the Exclusive Reagents now or in the future to make, have made, use, sell, have sold, offer for sale, have offered for sale, import and/or export products and/or services outside the Field of Use or with respect to products that operate other than in a Rapid Manner.
For the avoidance of doubt, when determining whether an Intellectual Property Right is Exclusively Related to the Seattle Business, the fact that a standalone product or service of the Seattle Business that is made commercially available by the Seattle Business as of the Distribution Date is used in its entirety or Sold in its entirety by or on behalf of the Houston Business as of the Distribution Date, shall not be taken into account.
The customer Contracts included in the Assigned Contracts, collectively, include all Contracts Exclusively Related to the Business with a Current Customer.
Section 5.8(a) of the Disclosure Schedules sets forth a true, correct and complete list of all Business Permits, and all pending applications therefor, in each case, to the extent such Business Permits is Exclusively Related to the Business.
Section 5.7(b) of the Disclosure Schedules also sets forth a list of Patents Exclusively Related to the Business that, to the Knowledge of Sellers, are expired or lapsed, or have been abandoned, rejected, abandoned, or withdrawn (collectively, the “Expired and Abandoned Patents”).