Relevant Copyrights and Trade Secrets

Relevant Copyrights and Trade Secrets. Means: (a) the Copyrights and Trade Secrets that (i) were owned by either Seller or any of its Affiliates immediately prior to the Closing, (ii) were embodied in the Relevant Products distributed by Seller prior to the Closing Date, and (iii) are acquired by Purchaser from either Seller or any Affiliate of Seller pursuant to the APA; (b) the Copyrights and Trade Secrets developed, created or written by, or on behalf of, Purchaser in performance of Purchaser's obligations under the Transition... Services Agreement (as defined in the APA) and that are delivered to Seller as provided in the Transition Services Agreement; and (c) the Copyrights and Trade Secrets in the Seller Non-material Modifications and Seller Modification Documentation. For the avoidance of doubt, and without limitation, the term "Relevant Copyrights and Trade Secrets" shall not include any Copyrights or Trade Secrets (a) owned by or licensed to Purchaser or any of its Affiliates at any time prior to the date and time of the Closing (other than those incorporated in the Relevant Products by Purchaser and delivered by Purchaser to Seller under the Transition Services Agreement), (b) conceived, prepared, created, written, or developed by or for Purchaser or any of its Affiliates at any time after the date and time of the Closing (other than those developed, created or written by Purchaser in performance of Purchaser's obligations under the Transition Services Agreement that are incorporated in the Relevant Products by Purchaser and delivered by Purchaser to Seller under the Transition Services Agreement), or (c) acquired or licensed from third parties by Purchaser or by any of its Affiliates at any time after the date and time of the Closing (other than those incorporated in the Relevant Products by Purchaser and delivered by Purchaser to Seller under the Transition Services Agreement). View More