Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Transferred IP means the intellectual property rights set out in the Asset List.
IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).
Assigned Contracts has the meaning set forth in Section 2.01(c).
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.
Assumed Contracts has the meaning set forth in Section 2.1(d).
Transferred Intellectual Property means the Intellectual Property owned by the Seller or any of its Subsidiaries, in each case, that is primarily used or held for use in the Business, including the Registered Intellectual Property identified on Section 3.8(a) of the Seller Disclosure Schedule.
Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.
Shared Contracts means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).
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 Contracts has the meaning set forth in Section 3.13(a).
Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.
Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.
Purchased Intellectual Property has the meaning set forth in Section 1.2(g).
Customer Contracts means any Contract pursuant to which a third party purchases or is entitled to receive products or services of Seller and/or its Affiliates with respect to the Business.