Purchased Intellectual Property Assets definition

Purchased Intellectual Property Assets means (i) all Patent Rights owned or co-owned by the Company or any Subsidiary and (ii) all other Intellectual Property that is owned or co-owned by Company or any of the Subsidiaries.
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Purchased Intellectual Property Assets means all of the Intellectual Property identified on Schedule 1.1(b).
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Purchased Intellectual Property Assets means the Purchased Assets that constitute items of Intellectual Property, including those on listed on Exhibit B. For clarity Purchased Intellectual Property Assets does not include (i) any patent rights or (ii) copyrights comprising or relating to software code.
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Examples of Purchased Intellectual Property Assets in a sentence

  • The consideration for the Shares cancelled in the Merger and the sale and transfer of the Purchased Intellectual Property Assets shall be $335,000,000 (the “Initial Purchase Price”), subject to adjustments pursuant to Section 2.5 (as so adjusted, the “Purchase Price”).

  • To Seller’s Knowledge, All of the Purchased Intellectual Property Assets (and the Licensed IP) are valid and enforceable.

  • The Company and the Seller Subsidiaries have sold, assigned, transferred and conveyed and do hereby sell, assign, transfer and convey unto Purchaser all of their respective rights, titles and interests of the Company and the Seller Subsidiaries in, to and benefits under each and all of the Purchased Intellectual Property Assets.

  • Except as set forth on Schedule 3.13, and except for such infringement, misappropriation, misuse or violation which would not reasonably be expected to materially impair Purchaser’s or its Affiliates’ ownership or operation of the Business, to the Knowledge of Sellers, (i) the conduct of the Business does not infringe, misappropriate, misuse or violate any Intellectual Property of any Person and (ii) no Person is infringing the Registered IP or the Purchased Intellectual Property Assets.

  • For clarity, Buyer shall own all Purchased Assets, including those that constitute Purchased Intellectual Property Assets, and Buyer shall have license rights in accordance with the License Agreement.

  • The Purchased Intellectual Property Assets identified as follows: See Schedule B-1, which shall be updated at Closing.

  • The Company shall be responsible for ensuring that its actions with respect to all of the Purchased Intellectual Property Assets are in compliance with all applicable export control Laws (“Export Control Laws”).

  • Seller is retaining ownership in certain intellectual property to which Buyer desires to have a license in order to realize full benefit and enjoyment of the Purchased Intellectual Property Assets (collectively, the "Licensed Intellectual Property" as further defined in Section 1.01(g) below) and Seller desires to grant Buyer such license to the Licensed Intellectual Property.

  • For further clarity, (i) Seller may not engage in the manufacturing and supply of products, services, or activities in the Less Than Lethal Field utilizing any of the Purchased Intellectual Property Assets or the Licensed IP, and (ii) Seller may engage in the manufacturing and supply of products, services, or activities in the Less Than Lethal Field only as long as such products, services, or activities do not utilize any of the Purchased Intellectual Property Assets or the Licensed IP.

  • The Company and the Seller Subsidiaries do hereby authorize and request the Commissioner of Patents and Trademarks and the equivalent official or institution in each country throughout the world to assign all Purchased Intellectual Property Assets to Purchaser as assignee of the entire interest.


More Definitions of Purchased Intellectual Property Assets

Purchased Intellectual Property Assets has the meaning set forth in Section 2.01(d).
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Related to Purchased Intellectual Property Assets

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Intellectual Property Assets includes:

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Intellectual Property Asset means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Owned Intellectual Property means any and all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Company Owned Intellectual Property means all Intellectual Property owned by the Company.

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Scheduled Intellectual Property has the meaning set forth in Section 3.12(a).

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

  • Intellectual Property Assignments has the meaning set forth in Section 3.02(a)(iv).

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Registered Intellectual Property means all applications, registrations and filings for Intellectual Property Rights that have been registered, filed, certified or otherwise perfected or recorded with or by any state, government or other public or quasi-public legal authority anywhere in the world, including the United States Patent and Trademark Office or United States Copyright Office, including issued Patents and Patent applications, registered Trademarks and Trademark applications, registered Copyrights and Copyright applications, and domain name registrations and applications.

  • Intellectual Property Agreement means the Intellectual Property Agreement substantially in the form attached hereto as Exhibit C.

  • Company Intellectual Property means any Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries.

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • Intellectual Property Assignment has the meaning set forth in Section 3.02(a)(iii).

  • Project Intellectual Property means the legal rights relating to inventions (including Subject Inventions as defined in 37 CFR 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets, and any other legally protectable information, including computer software, first made or generated during the performance of this STTR Agreement.

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.