Transferred IP definition
Examples of Transferred IP in a sentence
No Transferred IP is subject to any outstanding order, judgment, decree or stipulation that (i) conflicts with the use and distribution thereof in connection with the Business as currently conducted or (ii) would otherwise restrict or limit Purchaser’s ability to use, exploit, assign, transfer or license such Transferred IP following the Closing.
Seller is not obligated to pay any royalties (or similar fees (other than standard license fees), commissions or other amounts) to any other Person (including any Governmental Authority or academic institution) for the use, distribution, making available or other exploitation of any Transferred IP.
Exhibit C describes in detail all Transferred IP and Transferred IT.
For a period of one year following the Closing, Seller will use commercially reasonable efforts to make available to Purchaser the benefits of any Transferred IP that was not assigned to Purchaser as a result of failure to obtain any consent identified in Section 4.3(a) of the Disclosure Schedule or is not assignable and for which a waiver has not been obtained or received.
Seller has implemented reasonable policies and procedures and has taken all reasonable steps and security measures necessary to maintain, enforce and protect their rights in the Transferred IP and all other Intellectual Property used by the Business and at all times has maintained the confidentiality of all Trade Secrets included otherwise used by the Business.