Seller Licensed Patents definition

Seller Licensed Patents means Patents owned by Seller as of the Closing, including reissuances thereof, that Seller can license without obligation to pay a royalty. Seller Licensed Patents do not include, however, any Patents that are only embodied in any Seller Product, Seller Chipset, Seller Processor, or third party products that are integrated into a Product.

Seller Licensed Patents means every patent (including utility models but excluding design patents and design registrations) issued or having enforceable rights in any country of the world prior to the Effective Date, or which issues at any time after the Effective Date on applications filed on or before the Effective Date (or which is entitled to a filing date prior to the Effective Date) in any country of the world, and which, at Effective Date, Seller has ownership or control or otherwise has the right to grant the licenses granted herein, but only to the extent of such right.

Seller Licensed Patents has the meaning set forth in the Intellectual Property License Agreement.

Examples of Seller Licensed Patents in a sentence

• Without limiting the generality of the foregoing, (a) nothing in the licenses granted in Article II above shall expressly or by implication, estoppel or otherwise give Purchaser any right to license or sublicense any of the Seller Licensed Patents to any third party, and (b) nothing in this Agreement grants or otherwise provides Purchaser with any rights whatsoever under any claims of any Patent other than the Licensed Claims of the Seller Licensed Patents.

• As between the Parties, and subject only to the licenses granted by Seller to Purchaser under Article II above, Seller retains and owns all right, title and interest in and to the Seller Licensed Patents and the Seller Licensed Trade Secrets.

• Each of the Purchaser Licensees and the Seller, in their respective capacities as licensees hereunder, shall have the rights set forth in clauses 5 and 7, respectively, with respect to the Seller Licensed Patents and the Seller Licensed Other IPR, in the case of the Purchaser Licensees, and the Purchaser Licensed Patents, in the case of the Seller.

• In the event of a Purchaser Change of Control and the assignment or transfer of the license to the Seller Licensed Patents contained in sub-clause 9.1, the scope of such Patent license shall be limited to only such Licensed Purchaser Products (and natural follow-on or successor products and services) as are being made at the time of such Change of Control.

• Unless the Agreement is terminated in accordance with Section 3.2, the license in this Section 2.1 shall remain in effect for so long as the Seller Licensed Patents are enforceable.

More Definitions of Seller Licensed Patents

Seller Licensed Patents means any claims in patent applications and patents owned or licensable (without the payment of further compensation or other obligations that cannot be fulfilled by Buyer) by Seller as of the Closing Date which claims read on Company's Products.

Seller Licensed Patents means any Patents that are (a) owned by Seller or its Subsidiaries as of the Closing Date, and (b) practiced by, or absent a license thereto or ownership thereof would be infringed by, the Business as of the Closing Date.

Seller Licensed Patents means Program Patents owned solely or jointly by any Person other than Seller that are licensed to the Seller.

Seller Licensed Patents means the Patents listed on Schedule 4.1, together with any foreign counterpart of any of the foregoing Patents, and any Patents added to Schedule 4.1 pursuant to Section 4.2 of this Agreement.

Seller Licensed Patents means: (a) the Patents identified on Schedule 1.86, all Patents that claim priority to any such Patent or from which such Patent claims priority, including all continuations, continuations-in-part, divisionals, reissues, reexaminations, and other Patents issued in connection with any post-grant proceedings related to any such Patent and all foreign counterparts of any of the foregoing and (b) all other Patents owned by the Seller or any of its Affiliates that would be infringed by the conduct of the Business as currently conducted or proposed to be conducted absent a license thereto, but excluding any Patents included in the Transferred Intellectual Property. 1.87 “Seller Name” means Scotts and any variations thereof or logos associated therewith that are used on or in connection with any Brand Extension Product or Related Packaging. 1.88 “Specified Agreements” means the agreements, documents and instruments entered into contemporaneously with execution of this Agreement, including, without limitation (i) the BEA Termination Agreement; (ii) the Commercialization and Technology Termination Agreement; (iii) 8 the Agency Agreement; and (iv) all other agreements, documents and instruments contemplated by each of the foregoing. 1.89 “Straddle Period” has the meaning set forth in Section 2.10(b). 1.90 “Tax” or “Taxes” means (i) any U.S. federal, state or local or non-U.S. net income, gross income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value-added, transfer or excise tax, windfall profit, severance, production, stamp, unclaimed property, escheat, environmental, gross receipts, severance, occupation, premium, capital stock, social security (or similar), disability, workers’ compensation, registration, estimated or any other tax, custom, duty, governmental fee, withholding, levy, impost or other like assessment or charge of any kind whatsoever, (ii) any interest, penalty, fine, addition to tax or additional amount imposed by any Governmental Authority, in connection with (a) any item described in clause (i), or (b) the failure to comply with any requirement imposed with respect to any Tax Return, and (iii) any liability in respect of any items described in clause (i) or (ii) payable by reason of Contract (including any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar Contract or arrangement, but excluding for this purpose agr...

Seller Licensed Patents. (term as defined in the [*] Agreement). Section 8.03

Seller Licensed Patents means (a) the patents and patent applications set forth on Exhibit A, (b) any patents issuing on the patent applications set forth on Exhibit A and (c) any Related Patents to such patents and patent applications.