Non-assignable Licenses definition
Non-assignable Licenses means those Licenses of Intellectual Property or Information under which Seller or an Affiliate of Seller is the licensee that are (i) not to be assigned as set forth on Schedule 2.1(i) or (ii) related to other businesses of Seller or an Affiliate of Seller and not used or held for use primarily in the operation or conduct of the Seller Business, including Contracts for Standard Software and corporate wide information technology licenses used to operate Seller’s retained businesses.
Non-assignable Licenses means those Licenses of Proprietary Information to which Seller is the licensee (i) that are not by their terms assignable to Buyer, or (ii) related to other businesses of Seller and are not specifically related to the Business.
Non-assignable Licenses means those Contracts pursuant to which Seller and/or its Affiliates in-licenses Intellectual Property or Information from one or more Third Parties that are related to other businesses of Seller or an Affiliate and not exclusively related to or exclusively used in the operation or conduct of the Target Business, including Contracts for Standard Software, and general corporate-wide information technology and design licenses primarily used in Seller’s or an Affiliate’s retained businesses. “Non-U.S. Benefit Plan” means each Benefit Plan maintained or contributed to or required to be maintained or contributed to, that covers employees or is subject to the Laws of any jurisdiction outside the United States. “Notarial Deed” means the deed in substantially the form set forth in Exhibit E, which may be subject to revisions by the Notary Public and which Seller and Buyer shall execute on the Closing Date before the Notary Public. “Notary Public” means ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, Notary in Milan or such other individual as may be mutually agreed by the Parties. “Notified Body” means any organization accredited, designated, licensed, authorized or approved under applicable Healthcare Laws by an EU country or the UK to assess and certify the conformity of medical devices in accordance with applicable Healthcare Laws and any applicable harmonized standards. “Open Source Materials” means the Software licensed under any license that conforms to the Open Source Initiative’s definition of “open source”, available online at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/osd.html. “Patents” means patents, patent applications or invention disclosures worldwide of any kind or nature (including industrial designs and utility models that are subject to statutory protection), and any renewals, adjustments, reissues, reexaminations, extensions, supplemental protection certificates, continuations, continuations-in-part, divisions and substitutions relating to any of the patents and patent applications, as well as all related counterparts to such patents and patent applications, wheresoever issued or pending anywhere in the world, and all rights to claim priority from any of the foregoing.