Acquired Corporation IP definition

Acquired Corporation IP means all Intellectual Property Rights and Intellectual Property in or to which an Acquired Corporation has (or purports to have) an ownership interest or an exclusive license or similar exclusive right.

Acquired Corporation IP means all: (a) Intellectual Property Rights pertaining to the Acquired Corporation Products; (b) all Registered IP that is identified, or required to be identified, in Part 2.11(a) of the Company Disclosure Letter; (c) all development or deployment tools (including scripts and makefiles) developed by or on behalf of any Acquired Corporation; and (d) all other Intellectual Property and Intellectual Property Rights developed by or on behalf of any Acquired Corporation or in which any Acquired Corporation otherwise has, or purports to have, an ownership interest or exclusive rights.

Acquired Corporation IP means all worldwide proprietary information and intellectual property rights of Seller and its Subsidiaries that relate to or are used in the Acquired Business, including, without limitation: (i) all patents, patent rights, copyrights and works of authorship in any media (including, without limitation, computer programs, software and applications therefor (including, without limitation, source code and object code, development documentation, programming tools, drawings, specifications, test software, laser programs, sort programs, packaged unit test programs, characterization programs and data)), labels and other trade rights, product displays, know-how, inventions, invention disclosures, discoveries, improvements, designs, design rights, masks, mask works, circuit designs, algorithms, behavior models, hardware description language models, proprietary design tools, tooling, dies, molds, layouts, test keys, cells, databases, libraries, customer lists, trade secrets, technology, formulae, recipes, shop rights, development work-in-process, graphics, artwork, photography, advertising and promotional materials, trademarks, service marks, trade names, brand names, domain names, logos, trade dress, source indicators, and other proprietary or confidential technology and information, in each case, (x) including, without limitation, all authors’, moral, common law and other rights to any of the foregoing, and (y) whether or not registrable, patentable or copyrightable; (ii) all Intellectual Property Rights in the Acquired Corporation Products, (iii) all Registered IP that is identified, or required to be identified, in Schedule 3.12(a), (iv) all development or deployment tools (including scripts and makefiles) developed by or on behalf of any Acquired Corporation, and (v) all other Intellectual Property and Intellectual Property Rights developed by or on behalf of any Acquired Corporation or in which any Acquired Corporation otherwise has, or purports to have, an ownership interest or exclusive rights.

Examples of Acquired Corporation IP in a sentence

• No Acquired Corporation is bound by, and no Acquired Corporation IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of any Acquired Corporation to use, exploit, assert, or enforce any Acquired Corporation IP, or compete or engage in any kind of business, anywhere in the world.

• Part 2.10(b) of the Disclosure Schedule accurately identifies each Acquired Corporation IP Contract that deviates in any material respect from the corresponding standard form agreement provided to Parent.

• Acquired Corporation IP Contract" shall mean any Contract to which any of the Acquired Corporations is or was a party or by which any of the Acquired Corporations is or was bound, that contains any assignment or license of, or any covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Acquired Corporation IP or any Intellectual Property developed by, with or for any of the Acquired Corporations.

• All Acquired Corporation IP is valid, subsisting and enforceable.

• Except as set forth in Part 2.10(f) of the Disclosure Schedule, to the best of the knowledge of the Company, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any Acquired Corporation IP.

• The Acquired Corporations exclusively own all right, title, and interest to and in the Acquired Corporation IP (other than Intellectual Property Rights licensed to the Acquired Corporations, as identified in Schedule 3.12(b)) free and clear, to Seller’s knowledge, of any Encumbrances (other than licenses granted pursuant to the Contracts listed in Schedule 3.12(c) and Permitted Encumbrances).

• To the knowledge of the Company, all documents and instruments necessary to vest or perfect the rights of the Acquired Corporations in the Acquired Corporation IP that is Registered IP have been validly executed, delivered, and filed in a timely manner with the appropriate Governmental Body.

• No interference, opposition, reissue, reexamination, or other Proceeding is pending or, to the Company’s knowledge, threatened, in which the scope, validity, or enforceability of any Acquired Corporation IP is being, has been, or could reasonably be expected to be contested or challenged.

• From and after the Closing, Seller shall not directly or indirectly, for itself or any Third Party, make, have made, use, sell, offer for sale, import, export, design, develop, operate, control, manufacture, distribute or license any products or technology that compete with, or have the same form, fit and function as, any Acquired Product or the Acquired Corporation IP.

• To the Company’s knowledge, all Acquired Corporation IP is valid, subsisting and enforceable.

More Definitions of Acquired Corporation IP

Acquired Corporation IP means the Owned Intellectual Property and the Licensed Intellectual Property.