Licensed Proprietary Rights definition

Licensed Proprietary Rights means Seller’s (a) patents, patent registrations, and patent applications set forth in Schedule 1.22, together with (b) copyrights, copyright registrations, and copyright applications set forth in Schedule 1.22 in the manufacture of the Products, and (c) technology, inventions, derivative products, enhancements, product drawings, trade secrets, know-how, customer lists, manufacturing processes, process data, product designs, bills of materials and other proprietary information or rights to the extent derived from or used in the manufacture of the Products and listed in Schedule 1.22; and permits, licenses or other agreements to or from third parties regarding the foregoing and listed on Schedule 1.22 hereof.

Licensed Proprietary Rights shall have the meaning set forth in Section 3.10(a) of this Agreement;

Licensed Proprietary Rights means all Proprietary Rights not owned by the Company that are licensed to the Company and: (i) related to, used, held for use, or intended for use in connection with the conduct of the Company’s business as currently conducted; or (ii) incorporated into or otherwise used in connection with any products or services of the Company.

Examples of Licensed Proprietary Rights in a sentence

• To the Knowledge of Target, all Target Licensed Proprietary Rights (including without limitation an interest acquired through a license or other right to use, but excluding any Off-the-Shelf Software) are free and clear of IP Encumbrances except as may be set forth in the agreement or instrument pursuant to which Target acquired such Target Licensed Proprietary Rights, and Target has not received any notice that any portion of the Target Licensed Proprietary Rights are subject to any other IP Encumbrance.

• The Acquired Proprietary Rights, the Seller Licensed Proprietary Rights and the Licensed IP constitute all the Proprietary Rights currently used or held for use in the conduct of the Business as currently conducted.

• Subject to the terms and conditions of this Agreement, the Seller agrees to sell, assign, convey, transfer and deliver to the Purchaser on the Closing Date, and the Purchaser agrees to purchase and acquire from the Seller on the Closing Date, all of the Purchased Assets, and the Seller and the Purchaser agree to execute an Assignment of License Agreement in the form of Exhibit A for Seller to transfer a license to the Purchaser to use on and after the Closing Date all of the Licensed Proprietary Rights.

• The Company and the Company Subsidiaries have a valid, legally enforceable right to use, license, practice and otherwise exploit all Company Licensed Proprietary Rights identified in Sections 2.14(b)(i)(B), 2.14(b)(ii)(B), and 2.14(b)(iii)(B) of the Disclosure Schedule and all other Proprietary Rights used by the Company or any Company Subsidiary, other than those owned by the Company or any Company Subsidiary (including without limitation interest acquired through a license or other right to use).

• Schedule 3.17(a) identifies which of the Proprietary Rights are Owned Proprietary Rights and which are Licensed Proprietary Rights.

More Definitions of Licensed Proprietary Rights

Licensed Proprietary Rights has the meaning ascribed to it in --------------------------- Section 2.12.

Licensed Proprietary Rights means all Proprietary Rights licensed to the Company Parties.

Licensed Proprietary Rights means Proprietary Rights under which either Company is granted rights under a Proprietary Rights or User Data License Agreement.

Licensed Proprietary Rights means (a) the Licensed Patents, (b) Licensor's and its Affiliates' proprietary rights in and to the Know-How (whether under applicable trade secret law or otherwise), and (c) all relevant "Results, Foreground IP and KAINOS Background IP for the purpose of development and commercialization of KMl 0544 in the Field" as such terms are used in the Collaborative Agreement, which terms are incorporated herein by reference.

Licensed Proprietary Rights shall have the meaning ascribed thereto in the License Agreement.

Licensed Proprietary Rights shall have the meaning set forth in Section 6.2 hereof.

Licensed Proprietary Rights means those intangible assets owned by Cendant and Related to the Business, including, without limitation, the following: (i) proprietary know how, proprietary trade secrets, and proprietary processes and formulae (including all documentation relating thereto and in existence as of the date hereof and on the Closing Date); (ii) copyrights, copyright registrations, and copyright applications, including the copyrights, copyright registrations and copyright applications set forth in Section 6.2(ii) of the Cendant Disclosure Schedule, and including copyrights in databases; (iii) patents, patent applications, disclosures of inventions and the patents issued upon patent applications or based upon such invention disclosures, including the patents and patent applications set forth in Section 6.2(iii) of the Cendant Disclosure Schedule; (iv) all telephone numbers and facsimile and all listings in all telephone books and directories Related to the Business; (v) all rights under warranties, representations and guarantees made by suppliers, manufacturers or contractors in connection with the operation of the Business or affecting any of the Leased Assets; and (vi) all permits, licenses and other governmental authorizations, consents and approvals held by the Business as of the Closing Date. In no event shall the Licensed Proprietary Rights include any of Cendant's rights, title and interest in and to any software, hardware, databases, and licenses relating to any of the foregoing, such rights to be covered solely by the Information Technology Agreement. The Licensed Proprietary Rights, together with the Licensed Marks and the Transition Marks shall be referred to, collectively, in this Agreement as the "Licensed Intellectual Property."