Retained IP License Agreement definition

Retained IP License Agreement means the patent license agreement providing for the grant of a royalty-free, perpetual license for the Buyer and/or one or more of its Affiliates to use certain Excluded Intellectual Property, to be entered into as of the Closing Date by and between the Seller and/or one or more of its Affiliates and the Buyer and/or one or more of its Affiliates in the form attached hereto as Exhibit C.
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Retained IP License Agreement shall have the meaning set forth in Section 1.03(c)(iii).
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Retained IP License Agreement has the meaning set forth in Section 6.6(c).
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Examples of Retained IP License Agreement in a sentence

  • The Buyer shall have received executed counterpart signature pages from the Seller to each of the Ancillary Agreements, the Retained IP License Agreement, the Accessories Supply Agreement and the Generator Supply Agreement.

  • The Seller shall have received executed counterpart signature pages from the Buyer to each of the Ancillary Agreements, the Retained IP License Agreement, the Accessories Supply Agreement and the Generator Supply Agreement.

  • At the Closing, the Purchasers will acquire good, valid and marketable title to the Transferred Business IP and valid license rights to the Intellectual Property and Intellectual Property Rights licensed to the Purchasers under the Retained IP License Agreement, on the terms set forth in the Retained IP License Agreement, in each case, free and clear of any and all Encumbrances (except Permitted Encumbrances).

  • Qualcomm Technologies shall have executed and delivered the Retained IP License Agreement.

  • If, however, Adobe and comScore are unable to complete such Purchase Price Allocation Schedule within 60 days following the Closing Date, or such later date as agreed to by Adobe and comScore, then Adobe and comScore shall file IRS Form(s) 8594 and any foreign, federal, state and local income Tax Returns allocating the Purchase Price among the Transferred Business Assets and the Retained IP License Agreement in the manner each believes is appropriate.

  • The Acquired IP and the Intellectual Property owned by the Seller Group and the Additional Seller Group Company and licensed to Qualcomm Technologies and its Affiliates under the Retained IP License Agreement and/or under the Transitional Trademark License Agreement collectively constitute all of the Intellectual Property owned by the Seller Group and the Additional Seller Group Company that are used by the Seller Group and the Additional Seller Group Company in the conduct of the Business.

  • Exhibit A – Assignment and Assumption Agreement Exhibit B - Retained IP License Agreement Exhibit C – Employee Sharing Agreement Annexes Annex A – Defined Terms ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 21, 2019 by and among SharpSpring, Inc., a Delaware corporation (“Buyer”) and Marin Software Incorporated, a Delaware corporation (“Seller”).

  • Except as set forth in Sections 9.1(c) and 10.12, from and after the Closing, the rights of the Indemnitees to Indemnification pursuant to this Section 9 shall provide the exclusive remedies of the Indemnitee for any breach of this Agreement; provided, however, that nothing set forth in this Section 9.8 shall limit or restrict any rights, remedies or obligations of any Person after the Closing under the Transition Services Agreement or the Retained IP License Agreement.

  • The aggregate purchase price payable by the Purchasers and any Designated Adobe-Affiliate(s) for the Transferred Business Assets and the Retained IP License Agreement shall be an amount equal to $45,000,000 (the “Purchase Price”).

  • Contractor has the responsibility of hygiene and security on work sites, and should protect neighboring properties, inform the client if land is found to be contaminated.


More Definitions of Retained IP License Agreement

Retained IP License Agreement has the meaning set forth in the Recitals.
Sample 1
Retained IP License Agreement means the patent license agreement providing for the grant of a royalty-free, perpetual license for the Buyer and/or one or more of its Affiliates to use certain Excluded Intellectual Property, to be entered into as of the Closing Date by and between the Seller and/or one or more of its Affiliates and the Buyer and/or one or more of its Affiliates in the form attached hereto as Exhibit C. “Retention” means the retention amount under the R&W Insurance Policy. “R&W Insurance Policy” means that certain representation and warranty insurance policy issued by Xxxxxxx USA Services, Inc. with respect to the representations and warranties of the Seller under this Agreement purchased by the Buyer in connection with the execution and delivery of this Agreement, as amended, supplemented or replaced. 10
Sample 1

Related to Retained IP License Agreement

  • IP License Agreement shall have the meaning set forth in Section 5.3(b).

  • Sublicense Agreement means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license rights granted to the Licensee under the Agreement.

  • License Agreement means the agreement between SAP (or an SAP SE Affiliate, or an authorized reseller) under which Customer procured the rights to use SAP Software or a Cloud Service.

  • Software License Agreement means the particular Software License Agreement to which these Terms and Conditions are attached and incorporated into by reference.

  • End User License Agreement means a license grant or end user license agreement governing software as further described in this Agreement or any applicable Appendix.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Cross License Agreement means that certain Cross License Agreement between and among Medarex, Cell Genesys, Inc., Abgenix, Inc., Xenotech, L.P. and Japan Tobacco Inc., dated March 26, 1997.

  • License Agreements shall have the meaning set forth in Section 8.11 hereof.

  • Trademark License Agreement means that certain Trademark License Agreement in substantially the form attached hereto as Exhibit F.

  • Patent License Agreement means the Patent License Agreement attached hereto as Exhibit H.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement, services agreement, Intellectual Property rights transfer agreement or any related agreements, in each case where all the parties to such agreement are one or more of the Borrower and any Restricted Subsidiary thereof.

  • Intellectual Property License Agreement means the license of Intellectual Property by and between Weyerhaeuser and Newco substantially in the form attached as Exhibit B.

  • 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.

  • Technology License Agreement means the agreement in the form of Exhibit H hereto.

  • Intellectual Property Matters Agreement means the Intellectual Property Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Trademark Agreement the Pledgor Trademark Security Agreement, dated as of the date of this Agreement, made by the Pledgor in favor of the Agent and the Lenders.

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • Sub-License means the sub-licensing of any space in the Station Development Assets and Project Utilities in the Station Development Project, by the Station Facility Manager to any licensee, in accordance with the Station Facility Management Agreement;

  • IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

  • Company IP 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 Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Licensed IP means the Licensed Patents and the Licensed Know-How.

  • Third Party Agreement has the meaning set forth in Section 6(a) hereof.

  • Trademark License means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.