Examples of Acquired Intellectual Property in a sentence

Acquired Intellectual Property means all Seller Intellectual Property, worldwide, comprising or Related to the ProBiora3 Business.
At the Closing, Buyer will assume only the following Liabilities of Seller (the "Assumed Liabilities") and no others: all Liabilities of Seller which arise after the Closing Time under the Acquired Intellectual Property.
Except as set forth on Schedule 4.1(l) any and all renewal and maintenance fees, annuities or other similar fees due and payable in respect of the Acquired Intellectual Property required to have been listed on Schedule 1.1(h) are not overdue.
The Selling Companies have a practice of requiring all persons who create, invent or contribute to the Acquired Intellectual Property to execute a customary confidentiality and assignment agreement.
Following the Closing, except as otherwise restricted pursuant to the terms of any Contract covering any Acquired Intellectual Property or pursuant to a Contract binding on Buyer or its Affiliates prior to the date hereof, all Acquired Intellectual Property will be fully transferable, alienable or licensable by Buyer without restriction and without payment of any kind to any third-party.

More Definitions of Acquired Intellectual Property

Acquired Intellectual Property has the meaning set forth in Section 3.18(a).

Acquired Intellectual Property means all Intellectual Property Rights (other than Marks and Internet Properties) owned by Seller or its Subsidiaries that are exclusively or primarily used in, or exclusively or primarily related to, the Business, and all rights to seek and recover damages for the infringement of any of the foregoing; provided that, notwithstanding the foregoing, with respect to Registered Intellectual Property, the Acquired Intellectual Property shall include only the Registered Intellectual Property, if any, listed in Section 1.1(e) of the Seller Disclosure Schedule.

Acquired Intellectual Property means (a) the Intellectual Property transferred to Purchaser under this Agreement (including any Intellectual Property that constitutes a Transferred Asset), (b) the Intellectual Property owned by the Transferred Entities as of the Closing Date (after giving effect to the Pre-Closing Restructuring), and (c) the Intellectual Property licensed to Purchaser and the Transferred Entities under this Agreement and the Ancillary Agreements.

Acquired Intellectual Property has the meaning set forth in Section 1.1(g).

Acquired Intellectual Property means: (i) all Acquired Patents; (ii) all registered or unregistered Intellectual Property (other than Patents) owned or held for use by any of the Sellers and their Affiliates, that solely relates to the Existing Products, including (A) any tangible embodiments of such Intellectual Property, (B) books, records, ledgers, files, documents, correspondence, lists, specifications, drawings, advertising, marketing and promotional materials, studies, business and accounting records of every kind, reports and all other materials (in whatever form or medium) relating to such Intellectual Property and (C) such items in the form of specifications, product designs, embedded software, firmware, programmable logic, mask works, specialized tooling, specialized design tools, or prototypes (but for the sake of clarity, excluding the Sleipnir Intellectual Property); and (iii) the Intellectual Property (other than Patents) in the items set forth on Section 4.8(a) of the Disclosure Schedule; provided, however, that with respect to each of the foregoing subsections (i), (ii) and (iii), such Intellectual Property shall include all rights and remedies thereunder against infringement and misappropriation with respect thereto; and, provided further, with respect to each of the foregoing subsections (ii) and (iii), such Intellectual Property shall not include the Intellectual Property to the extent comprising Level 1 Technology.