Material IP Agreement definition

Material IP Agreement means any contract or agreement between a Borrower and a Customer providing for the sale or licensing to such Customer of Intellectual Property owned by such Borrower and subject or entitled to United States copyright, patent or trademark protection, unless such sale or license is ancillary to other goods or services provided under such contract or agreement.
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Material IP Agreement means any agreement between an Obligor and a person who is not an Obligor pursuant to which such Obligor acquires any (or any right to or in respect of) Material Intellectual Property.
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Material IP Agreement has the meaning set forth in Section 2.14(b).
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Examples of Material IP Agreement in a sentence

  • No party to any Material IP Agreement has made or asserted any defense, set-off or counterclaim under such Material IP Agreement or has exercised, or notified the Company or any Company Subsidiary of any intent to exercise, any right to cancel, terminate or shorten the term of or otherwise modify any such IP Agreement.

  • Section 2.14(b) of the Company Disclosure Schedule sets forth, for each Material IP Agreement, the product(s) of the Company to which such Material IP Agreement relates.

  • The Company and its Subsidiaries are in material compliance with all Material IP Agreements, and neither the Company nor its Subsidiaries will be, as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any Material IP Agreement.

  • Each Material IP Agreement is in full force and effect and is legal, valid, binding, and enforceable in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

  • Schedule 2.16(a) lists all material licenses, sublicenses and other ------ ---------------- agreements (each, a "Material IP Agreement") as to which SRC or any SRC --------------------- Subsidiary is a party and pursuant to which SRC or any SRC Subsidiary is authorized to use third party patents, registered copyrights, registered trademarks, trade names and service marks, and any applications therefor (the "Third Party Intellectual Property Rights").

  • With respect to any Material IP Agreement, any material notice provided pursuant thereto, or any material amendment, waiver or other modification thereto, within five (5) Business Days of the date received, or in case of any amendment, of the effectiveness thereof.


More Definitions of Material IP Agreement

Material IP Agreement means a license, development agreement or other contract or agreement, to which a Borrower or Subsidiary is a party, pursuant to which such Borrower or Subsidiary licenses or has other rights to use, develop, commercialize or otherwise derive other benefit from intellectual property of another Person, or pursuant to which a Borrower or Subsidiary has rights to co-develop intellectual property with another Person, in each case, with respect to such license, development agreement or other contract or agreement, as to which the breach, nonperformance, cancellation or failure to renew by any party would have a Material Adverse Effect
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Material IP Agreement has the meaning set out in paragraph 47 of Schedule 3;
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