Transferred Business Intellectual Property Rights definition

Transferred Business Intellectual Property Rights means all rights relating to the Transferred Business Intellectual Property and all Intellectual Property Rights (other than Patents, Trademarks and Internet Properties) incorporated in the Transferred Business Technology and in the tangible embodiments thereof.
Transferred Business Intellectual Property Rights means the Business Patents, the Business Copyrights, the Business Trademarks and the Other Business Intellectual Property Rights, and all goodwill associated with any of the foregoing.
Transferred Business Intellectual Property Rights means (i) the Patents listed on Schedule 1.01(h) hereto, (ii) technical documentation and materials exclusively related to the Business as maintained by Seller in the ordinary course of business as set forth on Schedule 1.01(i) hereto, (iii) those Trade Secrets and Copyrights incorporated in the Transferred Business Technology that are owned by Seller or any of its Subsidiaries as of the Closing Date.

Examples of Transferred Business Intellectual Property Rights in a sentence

  • The parties acknowledge that, as part of the transfer of Transferred Business Intellectual Property, Transferred Business Technology, and Transferred Business Intellectual Property Rights, Seller may inadvertently retain Technology or Intellectual Property that should have been transferred to Purchaser as part of the contemplated transfer of assets, and Purchaser may inadvertently acquire Technology or Intellectual Property that should not have been thereby transferred.

  • Seller shall not have any right to institute any action or suit against Third Parties for infringement of any of the Transferred Business Intellectual Property Rights.

  • No Governmental Authority or any public or private university, college or other educational or research institution has or could claim rights in any material Transferred Business Intellectual Property Rights as a result of funding, facilities or personnel of such Governmental Authority, public or private university, college or other educational or research institution which were used, directly or indirectly, to develop or create, in whole or in part, such Transferred Business Intellectual Property Rights.

  • To the Knowledge of Seller, the material Transferred Business Intellectual Property Rights are valid, subsisting, and enforceable.

  • Seller has the right to transfer to Purchaser all right, title and interest in and to the Transferred Business Intellectual Property Rights and Transferred Business Technology.

  • One example of this is that the lowest rating category accepted by the Bank as new busi- ness, and which the Bank only deviates from in exceptional cases, is 2b (see Table 12).

  • Purchaser and each Designee have the requisite corporate power and authority to own, lease and operate the Purchased Assets and the Transferred Business Intellectual Property Rights and assume the Assumed Liabilities, and to carry on the Business in substantially the same manner as the same is now being conducted by Seller and the Other Sellers.

  • Seller and its Subsidiaries exclusively own all right, title and interest to and in the material Transferred Business Intellectual Property Rights and Transferred Business Technology free and clear of any Liens (other than Permitted Liens).

  • To the extent that Purchaser or any of its Subsidiaries receives any mail or packages addressed to Seller or any Subsidiary and delivered to Purchaser or any of its Affiliates not relating to the Business, the Purchased Assets, the Transferred Business Intellectual Property Rights or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller.

  • To the extent Seller or any Subsidiary receives any mail or packages addressed and delivered to Purchaser or to Seller or any of its Subsidiaries relating to the Business, the Purchased Assets, the Transferred Business Intellectual Property Rights or the Assumed Liabilities, Seller shall, or shall cause such Subsidiary to, promptly deliver such mail or packages to Purchaser.


More Definitions of Transferred Business Intellectual Property Rights

Transferred Business Intellectual Property Rights means (i) the Transferred Patents, (ii) the registered or applied-for Trademarks listed on Annex 2 hereto, (iii) the Internet Properties listed on Annex 3 hereto, ((i) through (iii), collectively, the “Transferred Business Registered IP”), (iv) those Trade Secrets, Copyrights, mask work rights, database rights and any Intellectual Property Rights (other than the foregoing categories) incorporated or embodied in the Transferred Business Technology or otherwise primarily related to or primarily used in the operation or conduct of the Business that are owned (or represented to be owned for the purposes of the transactions contemplated by this Agreement by inclusion in the Annexes hereto) by Seller or any of its Subsidiaries as of the Closing Date, and (v) the right to sue for past, present and future Infringement of any of the foregoing. For clarity, “Transferred Business Intellectual Property Rights” does not include any Intellectual Property Rights in or to the SLX Operating System.
Transferred Business Intellectual Property Rights means all rights relating to the Transferred Business Intellectual Property, all other Intellectual Property Rights owned, in whole or in part, by a Seller Party or any of their respective Subsidiaries and, as of the Closing Date, pertaining exclusively to, or used exclusively in, the Business, and all Intellectual Property Rights (other than Patents, Trademarks, Internet Properties and Copyright registrations and MaskWorks registrations) incorporated in the Transferred Business Technology and in the tangible embodiments thereof, and all other Intellectual Property Rights owned by Sensor IPCo or U.S. R&D.
Transferred Business Intellectual Property Rights means (i) the Business Intellectual Property Rights (excluding Internet Properties, Patents, and Trademarks) in and to the Transferred Business Technology; (ii) the Internet Properties listed in S ection 4.7 of the Disclosure Letter; (iii) the Patents listed in S ection 4.7 of the Disclosure Letter; and (iv) the Trademarks listed in S ection 4.7 of the Disclosure Letter.
Transferred Business Intellectual Property Rights means (i) the Transferred Patents, (ii) Transferred Trademarks, (iii) Transferred Internet Properties and (iv) the Business Intellectual Property Rights (excluding Patents, Trademarks, and Internet Properties that are Business Intellectual Property Rights) used
Transferred Business Intellectual Property Rights means (i) the Trademarks owned by Seller Parties that are primarily used in the Business (other than any Trademarks that include or incorporate the name “VIASAT” or any derivative or variation thereof or any Trademark confusingly similar thereto), including the common law Trademarks listed on Schedule 1.01(j), (ii) the Patents listed on Section 3.13(b) of the Disclosure Schedule, (iii) any Patents exclusively related to the Business that are filed after the Execution Date and before the Closing Date based on existing invention disclosures generated in the course of conducting the Business prior to the Closing Date, and (iv) those Trade Secret Rights and Copyrights that are owned by a Seller Party and are solely embodied in the Transferred Business Technology.
Transferred Business Intellectual Property Rights means (i) the Transferred Patents, (ii) the registered or applied-for Trademarks listed on Annex 2 hereto, (iii) the Internet Properties listed on Annex 3 hereto, (iv) the Copyright registrations listed on Annex 4 hereto ((i) through (iv), collectively, the “Transferred Business Registered IP”), (v) those Trade Secrets, Copyrights, mask work rights, database rights and any Intellectual Property Rights (other than the foregoing categories) incorporated or embodied in the Transferred Business Technology or otherwise primarily related to or primarily used in the operation or conduct of the Business that are owned (or represented to be owned for the purposes of the transactions contemplated by this Agreement by inclusion in the Annexes hereto) by the Company or any of its Subsidiaries as of the Closing Date, and (vi) the right to xxx for past, present and future Infringement of any of the foregoing. For clarity, “Transferred Business Intellectual Property Rights” does not include any Intellectual Property Rights in or to the SLX Operating System.

Related to Transferred Business Intellectual Property Rights

  • Business Intellectual Property means the Owned Intellectual Property and the Licensed Intellectual Property.

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • Licensed Intellectual Property Rights means any and all Intellectual Property Rights owned by a Third Party and licensed or sublicensed to the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries has obtained a covenant not to be sued.

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Intellectual Property Right means any patent, patent right, trademark, trademark right, trade name, trade name right, service xxxx, service xxxx right, copyright and other proprietary intellectual property right and computer program.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

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

  • 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.

  • Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o).

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

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

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

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • 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 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.

  • Intellectual Property Licenses means all licenses, sublicenses and other agreements by or through which other Persons, including Seller’s Affiliates, grant Seller exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted.

  • Intellectual Property Rights or IPR means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, designs, Know-How, trade secrets and other rights in Confidential Information; applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and all other rights having equivalent or similar effect in any country or jurisdiction;

  • Intellectual Property Agreements means all licenses, sublicenses and other agreements by or through which other Persons grant Seller or Seller grants any other Persons any exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in connection with the Business.

  • 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.

  • Joint Intellectual Property means individually and collectively all Intellectual Property which is conceived and/or made jointly by one or more employees of University and by one or more employees of Sponsor in performance of the Sponsored Project.

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

  • Seller Intellectual Property means the Seller Owned Intellectual Property and the Seller Licensed Intellectual Property.

  • Intellectual Property Assets includes:

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

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.