Excluded Intellectual Property definition

Excluded Intellectual Property means the Intellectual Property licensed pursuant to Shared Contracts, the Aptiv Specified Marks and any Intellectual Property listed on Schedule 1.1D.

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.

Excluded Intellectual Property has the meaning set forth in Section 2.2(f).

Examples of Excluded Intellectual Property in a sentence

• The Purchaser acknowledges and agrees that, except as specifically provided for in this Agreement or any Transaction Agreement, the Purchaser is not acquiring, and following the Closing the Corporation shall not have, any rights in any Excluded Books and Records or Excluded Intellectual Property.

• Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Excluded Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Excluded Intellectual Property to the extent necessary to permit perfection of the Lender’s security interest in the Rights to Payment.

• Such Business Intellectual Property and Excluded Intellectual Property rights are reasonably sufficient for the proper carrying on of the Business, as it has been and is now conducted, and in accordance with the current documented plans of the Target Entities.

• Subject to Sections 2.2, 3.1.8, 4.1.11, 7.2.1 and Article 6, and the Technology Agreement, all rights and obligations of the Sellers under the Fuel Retail Contracts relating exclusively to the ownership or operation of the Fuel Retail Assets or the Fuel Retail Business as currently operated by any one or more of the Sellers (collectively, the “Assigned Fuel Retail Contracts”), but excluding any Excluded Assets, including Excluded Intellectual Property and Excluded IT Equipment.

• In the event Alnylam, its Affiliates, and/or such a collaborator(s) begin performing such Discovery activities in the Agricultural Field, Alnylam shall promptly notify Monsanto of the same and identify said items of Excluded Intellectual Property and Alnylam agrees to grant and hereby grants to Monsanto and its Affiliates a non-exclusive, worldwide, royalty-free license under, in, or to said items of Excluded Intellectual Property to undertake Discovery activities in the Agricultural Field.

More Definitions of Excluded Intellectual Property

Excluded Intellectual Property means the Intellectual Property listed on Schedule 1.46 and the Seller Marks.

Excluded Intellectual Property means (i) Access Trademarks, (ii) the Access Trade Dress, (iii) the Licensed Technology and (iv) any Intellectual Property that does not relate to the Products.

Excluded Intellectual Property means all rights, title and interest of Seller in and to Intellectual Property, whether now existing or hereafter developed or acquired (including the Seller Brands), other than the Product Intellectual Property.

Excluded Intellectual Property means the following trademarks: West Creek, Ridgecrest, Piancone, Roma, Braveheart and Silver Source, which shall at all times constitute Collateral.

Excluded Intellectual Property means all ------------------------------ trademarks, trade names, copyrights, patents or technical processes owned or used, in whole or in part, by Seller at the Property and also used in connection with any other property owned, leased or managed by Seller (and shall not include such items which are used with respect to Seller itself or Seller's Affiliates).

Excluded Intellectual Property means: (a) all Intellectual Property that (i) constitutes “AMYRIS Licensed IP” as defined in the License Agreement regarding Diesel Fuel in the EU, dated as of March 21, 2016, as amended, by and among the Parent and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activités USA, but solely to the extent of the field of use granted in such agreement, (ii) constitutes “AMYRIS Licensed IP” as defined in the Amended & Restated Jet Fuel License Agreement, dated as of March 21, 2016, as amended, by and among the Parent and Total Amyris BioSolutions B.V., but solely to the extent of the field of use granted in such agreement and (iii) is subject to the Farnesene Intellectual Property License, dated as of November 14, 2017, by and between DSM Nutritional Products Ltd. and Parent, but solely to the extent of the field of use granted in such license and solely for the purposes of manufacturing Vitamin E and (iv) is related to Parent’s flavor and fragrances business under the License and Drawing Rights Agreement entered into by Parent and DSM Nutritional Products Ltd. on March 31, 2021, and in each case of clauses (i) and (ii), as such agreements were in effect as of June 29, 2018, and in the case of clause (iii), as such agreement existed as of December 14, 2018; (b) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; and (c) [reserved]. For the avoidance of doubt, upon the reversion of such rights in the DSM Collateral to being Collateral pursuant to the foregoing sentence, Xxxxxx’s Lien on the DSM Collateral will be superior to any Lien in favor of any other Person.

Excluded Intellectual Property means all Intellectual Property other than the Transferred Intellectual Property Assets.