Intellectual Property Embodiments definition

Intellectual Property Embodiments means tangible embodiments of Intellectual Property (including Intellectual Property embodied in Software) in any form or medium (including, without limitation, electronic media) that are used in or held for use in connection with the Business.

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Intellectual Property Embodiments means items including, but not limited to, the following: (a) algorithms, APIs, databases, data collections, diagrams, network configurations, architectures, protocols, schematics, specifications, software (in any form, including source code and executable code), URLs, web sites, and works of authorship (whether copyrightable or not); (b) inventions (whether or not reduced to practice), all improvements thereto, techniques, methods and processes (whether or not patentable); (c) trade secrets and proprietary information, (including ideas, results, records and proposals for research and development and consulting work, know-how, formulae, samples, compositions, manufacturing and production processes and techniques, operating and testing procedures, processes, test results, technical and non-technical data, designs, drawings, specifications, manuals, instructions, tables, reports, customer and supplier lists and particulars, pricing and cost information, quotations, brochures and other sales, marketing and promotional information and business and marketing plans and proposals), in each case whether or not secret or confidential (and including any rights for the same to be kept secret or confidential) in any form including but not limited to paper, electronically stored data, magnetic media or film; (d) domain names; (e) vanity numbers (e.g. telephone numbers and email addresses); (f) trademarks, logos, service marks, trade names and other brand identifiers, interfaces, in each case whether or not registered with a Governmental Entity or embodied in any tangible or intangible form, whether subsisting now or in the future, and all copies and tangible embodiments thereof (in whatever form or medium).

Intellectual Property Embodiments means items including, but not limited to, the following: (a) algorithms, APIs, databases, data collections, diagrams, network configurations, architectures, protocols, schematics, specifications, software (in any form, including source code and executable code), URLs, web sites, and works of authorship (whether copyrightable or not); (b) inventions (whether or not reduced to practice), all improvements thereto, techniques, methods and processes (whether or not patentable); (c) trade secrets and proprietary information, (including ideas, results, records and proposals for research and development and consulting work, know-how, formulae, samples, compositions, manufacturing and production processes and techniques, operating and testing procedures, processes, test results, technical and non-technical data, designs, drawings, specifications, manuals, instructions, tables, reports, customer and supplier lists and particulars, pricing and cost information, quotations, brochures and other sales, marketing and promotional information and business and marketing plans and proposals), in each case whether or not secret or confidential (and including any rights for the same to be kept secret or confidential) in any form including but not limited to paper, electronically stored data, magnetic media or film;

Examples of Intellectual Property Embodiments in a sentence

• Schedule 3.12(h)(2) identifies all licenses and other agreements currently in effect pursuant to which a third party has licensed, distributed or otherwise granted to any Transferor any rights to such third party’s Intellectual Property, Intellectual Property Embodiments and Documentation, Domain Names or Software that are used in connection with the Business (the foregoing constituting the “IP Agreements”).

• Schedule 3.11(h)(2) identifies all licenses and other agreements currently in effect pursuant to which a third party has licensed, distributed or otherwise granted to a Transferor any rights to such third party’s Intellectual Property, Intellectual Property Embodiments and Documentation, Domain Names or Software that are used in connection with the Business (the foregoing constituting the “IP Agreements”).

• The Company has not granted to any Person any exclusive rights in any Company Intellectual Property Rights or Company Intellectual Property Embodiments.

• Schedule 3.12(e)(2) identifies all material licenses and other agreements currently in effect pursuant to which a third party has licensed, distributed or otherwise granted to Transferor any rights to such third party’s Intellectual Property, Intellectual Property Embodiments and Documentation, Domain Names or Software that are used in connection with the Business (the foregoing constituting the “IP Agreements”).

• Schedule 3.12(h)(2) identifies all licenses and other agreements currently in effect pursuant to which a third party has licensed, distributed or otherwise granted to Transferor any rights to such third party’s Intellectual Property, Intellectual Property Embodiments and Documentation, Domain Names or Software that are used in connection with the Business (the foregoing constituting the “IP Agreements”).

• To the Knowledge of the Company, none of said Persons has any interest in any property, real or personal, tangible or intangible (including any Intellectual Property Rights or Intellectual Property Embodiments) that is used in the business of the Company or any Company Subsidiary, except for the rights of stockholders or shareholders under applicable Legal Requirements.

• No Person has any ownership interest in or other right to any Company Intellectual Property Embodiments or Company Intellectual Property Rights (including any ownership interest in any derivations thereof, whether or not developed as of the Agreement Date), or the right to royalty payments based on the Company’s license, sale, or use of the Company Products.

• Schedule 3.12(h)(2) identifies all licenses and other agreements currently in effect pursuant to which a third party has licensed, distributed or otherwise granted to any Transferor or Company any rights to such third party’s Intellectual Property, Intellectual Property Embodiments and Documentation, Domain Names or Software that are used in connection with the Business (the foregoing constituting the “IP Agreements”).

• To the Knowledge of the Company, none of the officers or directors of the Company has any interest in any property, real or personal, tangible or intangible (including any Intellectual Property Rights or Intellectual Property Embodiments) that is used in, or that relates to, the business of the Company, except for the rights of stockholders under applicable Legal Requirements.

• No Person has any ownership interest in any Company Intellectual Property Embodiments or Company Intellectual Property Rights (including any ownership interest or other economic interest in any derivations thereof, whether or not developed as of the Agreement Date), or the right to royalty payments based on the Company’s or its customers’ license, sale, or use of the Company Products.

More Definitions of Intellectual Property Embodiments

Intellectual Property Embodiments means the following: (a) works of authorship (whether copyrightable or not), including Software (in any form), technical manuals, user manuals, and other documentation, algorithms, databases, data collections, diagrams, network configurations, architectures, protocols, schematics, specifications, and fonts; (b) inventions (whether or not reduced to practice), and all improvements thereto, techniques, methods, and processes (whether or not patentable); (c) trade secrets and proprietary information, (including ideas, results, records, and proposals for research and development and consulting work, know‑how, formulae, samples, compositions, manufacturing and production processes and techniques, operating and testing procedures, processes, test results, technical and non‑technical data, designs, drawings, specifications, manuals, instructions, tables, reports, customer and supplier lists and particulars, pricing and cost information, quotations, brochures and other sales, marketing and promotional information and business and marketing plans and proposals), in each case whether or not secret or confidential (and including any rights for the same to be kept secret or confidential) in any form including paper, electronically stored data, magnetic media, or film; (d) domain names, URLs, and web sites; (e) all photomasks and circuit topographies; and (f) trademarks, logos, service marks, trade names and other brand identifiers, interfaces, in each case whether or not registered with a Governmental Entity or embodied in any tangible or intangible form, whether subsisting now or in the future, and all copies and tangible embodiments thereof (in whatever form or medium).

Intellectual Property Embodiments means the following: (a) works of authorship (whether copyrightable or not), including Software (in any form), technical manuals, user manuals, and other documentation, algorithms, databases, data collections, diagrams, network configurations, architectures, protocols, schematics, specifications, and fonts; (b) inventions (whether or not reduced to practice), and all improvements thereto, techniques, methods, and processes (whether or not patentable); (c) trade secrets and proprietary information, (including ideas, results, records, and proposals for research and development and

Intellectual Property Embodiments means tangible embodiments of Intellectual Property or Technology (including as embodied in Software) in any form or medium (including without limitation, electronic media) that is Project IP. “Interested Party” means any (a) officer; (b) employee; (c) member of the board of directors or other governing board of the Recipient; (d) parties that advise, approve, recommend, or otherwise participate in the business decisions of the Recipient, such as agents, advisors, consultants, attorneys, accountants or shareholders; or (e) immediate family and other Persons directly connected to the Interested Party by law or through a business arrangement. “Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder. Section references to the Internal Revenue Code are to the Internal Revenue Code as in effect as of the date hereof and any subsequent provisions of the Internal Revenue Code, amendatory thereof, supplemental thereto or substituted therefor. “Investment” means, for any Person: (a) the making of any deposit with, or advance, loan or other extension of credit (other than payment terms offered in the ordinary course of business) to, any other Person or any guarantee of, or other Contingent Obligation with respect to, any Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to any other Person; and (b) the acquisition of any similar property, right or interest of or in any other Person. “ITAR” means the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, administered by the US Department of State. “IT Systems” has the meaning given to that term in Section 7.26(a) (Information Technology; Cyber Security). “Joint Research” has the meaning given to the term in the Guardrail Provisions. “Knowingly” has the meaning given to the term in the Guardrail Provisions. “Knowledge” means the actual knowledge of any Principal Persons of the Recipient Party or any knowledge that should have been obtained by any Principal Person of the Recipient Party upon reasonable investigation and inquiry, provided that, where this definition is used in Section 7.8 (Intellectual Property), Section 8.2.9 (Intellectual Property), and the Intellectual Property Required Notifications in Annex F (Reporting Covenants), such usage will not require any Recipient Party or any of its Principal Persons to have conducted...