LMT Technology definition

LMT Technology means any and all Intellectual Property and Intellectual Property Rights that LMT owns or has licensed from a third party (including without limitation pursuant to sub-licenses), or that LMT otherwise has a right to use, including without limitation any and all Intellectual Property and Intellectual Property Rights (A) licensed to LMT pursuant to the Exclusive License Agreement dated as of August 5, 2010 (the “LMT License Agreement”) between LMT and Crucible, (B) accruing to LMT pursuant to the Apple Agreement, and (C) developed or otherwise acquired by LMT, including without limitation by way of license or sublicense, and further including without limitation all Intellectual Property and Intellectual Property Rights relating to (1) manufacturing processes that utilize the LMT Technology or (2) the ability to manufacture products that incorporate or otherwise utilize the LMT Technology.

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LMT Technology has the meaning set forth in the Master Transaction Agreement, dated August 5, 2010, among Apple Inc., LMT, Crucable, and Liquidmetal Coatings, LLC, as amended.

LMT Technology means any and all Intellectual Property and Intellectual Property Rights that, at any time during the Capture Period, are: (a) owned or licensed (including, without limitation, sub-licensed) by LMT or LMC, or that LMT or LMC have a right to use; or (b) owned or licensed (including without limitation sub-licensed) by LMT-SPE, or that LMT-SPE has a right to use, after being transferred to LMT-SPE by LMT or LMC. For the avoidance of doubt, any Intellectual Property Rights related to or arising from Intellectual Property first created, conceived, invented, or discovered before the end of the Capture Period shall be deemed to be within the definition of LMT Technology. Thus, for example, a patent application or copyright application filed, or any patent issued or copyright registration issued, more than five years after the Closing Date, but that is related to an invention conceived or work created within eighteen (18) months of the Closing date shall be deemed within the definition of LMT Technology. For purposes of clarification, however, improvements or derivatives of LMT Technology first created, conceived, invented, or discovered after the Capture Period shall not be “LMT Technology” notwithstanding the fact that such improvements or derivatives are derived from, improve, or otherwise relate to LMT Teclnology. The LMC patents and all LMC trademarks identified in Annex 15 hereto are excluded from “LMT Technology.” “Closing Date” shall mean the date of the license granted to Apple pursuant to Section 9(a).

Examples of LMT Technology in a sentence

• In addition, Licensee acknowledges the sole and exclusive rights of Apple to control patent prosecution for inventions and patents, as more fully set forth in Section 5 of the Apple Agreement, as to LMT Technology created, conceived, invented, or discovered before the end of the Capture Period, including any extension of the Capture Period.

• Licensor, on behalf of itself and its successors and assigns, hereby releases, acquits and forever discharges Licensee, its affiliates, and all of their respective current and former predecessors, successors, agents, attorneys, employees, contractors, subcontractors, officers, directors and customers, from any and all claims of infringement or misappropriation of the LMT Technology that occurred prior to the Effective Date.

• Attachment A to this Agreement sets forth a true and complete list of all agreements or understandings to which Licensor or Crucible is a party or by which the LMT Technology is bound that grant exclusive license rights with respect to all or any portion of the LMT Technology.

• For clarity, the restrictions set forth in this Agreement upon Licensee’s right to use the LMT Technology do not apply with respect to any rights that Licensee may obtain to the same or any similar technology under an agreement with any such Third Party Licensor.

• Licensee shall be entitled to truthfully advise customers, potential customers and others (though not as part of Licensee’s general or public Marketing) that Licensee has a license from Licensor and Licensee is authorized to use the LMT Technology, including without limitation alloys or machines licensed by Licensor, and that Licensee is not in violation of patents or other Intellectual Property Rights included within the LMT Technology.

• As between Licensor and Licensee, Licensor shall be solely responsible for the payment of all fees, expenses and other charges associated with the prosecution and maintenance of the Intellectual Property Rights within the LMT Technology.

• Such Licensee modifications and derivative works to the LMT Technology and all Intellectual Property Rights therein (the “Licensee Modifications”) shall be owned solely and exclusively by Licensee.

• Subject to the rights of Apple, Licensor shall use reasonable efforts in its business judgment to prosecute and maintain the Intellectual Property Rights included within the LMT Technology, including without limitation any patent rights.

• Licensor further represents, warrants and covenants that following the Effective Date, Licensor will provide representatives of Licensee with reasonable access to Licensor’s employees, contractors, documentation and facilities in order to request and receive additional information regarding the prosecution, maintenance and defense (if applicable) of patents within the LMT Technology.

• Licensor represents, warrants and covenants that during the three (3) month period following the Effective Date, Licensor will provide representatives of Licensee with reasonable access to Licensor’s employees, contractors, documentation and facilities in order to request and receive additional information regarding all Intellectual Property and Intellectual Property Rights within the LMT Technology.

More Definitions of LMT Technology

LMT Technology shall have the meaning set forth in Amendment Number One (after giving effect to Amendment Number Two and this Amendment).

LMT Technology means any and all Intellectual Property and Intellectual Property Rights that, at any time during the Capture Period, is: (a) owned or licensed (including without limitation sub-licensed) by Debtor or Liquidmetal Coatings, LLC, a Delaware limited liability company (“LMC”), or that Debtor or LMC have a right to use; or (b) owned or licensed (including without limitation sub-licensed) by Crucible, or that Crucible has a right to use, after being transferred to Crucible by Debtor or LMC. For the avoidance of doubt, any Intellectual Property Rights related to or arising from Intellectual Property first created, conceived, invented, or discovered before the end of the Capture Period shall be deemed to be within the definition of LMT Technology. Thus, for example, a patent application or copyright application filed, or any patent issued or copyright registration issued, more than five years after the Closing Date, but that is related to an invention conceived or work created within eighteen (18) months of the date on which the license is granted to Apple pursuant to Section 9(a) of the MTA (“Closing Date”), shall be deemed within the definition of LMT Technology. For purposes of clarification, however, improvements or derivatives of LMT Technology first created, conceived, invented, or discovered after the Capture Period shall not be “LMT Technology” notwithstanding the fact that such improvements or derivatives are derived from, improve, or otherwise relate to LMT Technology. The LMC patents and all LMC trademarks identified in Annex 15 of the MTA are excluded from “LMT Technology.”

LMT Technology means (A) during the Capture Period any and all Intellectual Property and Intellectual Property Rights that, at any time during the Capture Period, is: (I) owned or licensed (including, without limitation, sub-licensed) by LMT or LMC, or that LMT or LMC have a right to use; or (II) owned or licensed (including without limitation sub-licensed) by LMT-SPE, or that LMT-SPE has a right to use, after being transferred to LMT-SPE by LMT or LMC; and (B) during the Capture Period Extension any and all Intellectual Property and Intellectual Property Rights that, at any time during the Capture Period Extension, is: (I) owned or licensed (including, without limitation, sub-licensed) by LMT, or that LMT has a right to use; or (II) owned or licensed (including without limitation sub-licensed) by LMT-SPE, or that LMT-SPE has a right to use, after being transferred to LMT-SPE by LMT.”

LMT Technology means any and all Intellectual Property and Intellectual Property Rights that LMT owns or has licensed from a third party (including without limitation pursuant to sub-licenses), or that LMT otherwise has a right to use, both as of the Effective Date or at any time thereafter, including without limitation any and all Intellectual Property and Intellectual Property Rights (A) licensed to LMT pursuant to the Exclusive License Agreement dated as of August 5, 2010 (the “LMT License Agreement”) between LMT and Crucible Intellectual Property, LLC (“Crucible”), (B) accruing to LMT pursuant to the Master Transaction Agreement (the “Apple Master Agreement”) dated as of August 5, 2010 between Apple, Inc. (“Apple”), LMT, Liquidmetal Coatings, LLC (“LMC”), and Crucible, including without limitation Intellectual Property and Intellectual Property Rights which are developed during the Capture Period, as such term is defined in the Apple Master Agreement, and during any extension of the Capture Period, and (C) developed or otherwise acquired by LMT either prior to or subsequent to the Effective Date, including without limitation by way of license or sublicense, and further including without limitation all Intellectual Property and Intellectual Property Rights relating to (1) manufacturing processes that utilize the LMT Technology or (2) the ability to manufacture products that incorporate or otherwise utilize the LMT Technology, including without limitation all such Intellectual Property and Intellectual Property Rights that are developed during the Capture Period and during any extension of the Capture Period, or pursuant to any form of development or other agreement or arrangement or any statement of work.