Material IP License definition

Material IP License means any Copyright License, Patent License or Trademark License that is material to the business of any Grantor or otherwise of material value.
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Material IP License means any IP License pursuant to which, in 2004, the Company had a total annual expenditure of over $100,000 or received consideration thereunder of over $100,000 or the termination, cancellation, non-renewal or non-extension of which would result in a Company Material Adverse Effect.
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Material IP License means any IP License that requires payments by or to any Restricted Group Member of more than the Threshold Amount per annum or is otherwise designated as a "Material IP License" by the Required Lenders.
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Examples of Material IP License in a sentence

  • With respect to each Material IP License entered into by such Grantor following the Closing Date, such Grantor shall ensure that such Material IP License expressly permits the grant of a security interest therein, and the assignment and sublicensing of such Material IP License in connection with the exercise of rights and remedies under Section 5 hereunder.

  • To the Knowledge of Grizzly, no other party to any Grizzly Material IP License is in breach of or in default under the terms of any Grizzly Material IP Licenses where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Grizzly.

  • There exists no default or event of default under any Material IP License by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto.

  • Except as set forth in Section 3.16(c) of the Company Disclosure Letter, the transactions contemplated by this Agreement will not result in the termination of, or otherwise require the consent, approval or other authorization of any party (other than a Party to this Agreement or any Subsidiary thereof) to, any Material IP License for Company Intellectual Property.

Related to Material IP License

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Material Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • IP Licenses shall have the meaning set forth in Section 3.12(a) hereof.