In Development means a product that is in an advanced stage of development, as evidenced by a Party having (a) set forth such product in a written roadmap or similar document and (b) invested at least $300,000 in the aggregate in financial, technical, marketing and/or other resources in the development and go-to-market strategy for that product;
Intellectual Property Rights means patents, supplementary protection certificates, rights in inventions, registered and unregistered design rights, copyrights, database rights, image rights and rights to personality, and all other similar rights in any part of the world (including in confidential information, trade secrets and Know-how), including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations; provided that, for purposes of this Agreement, Intellectual Property Rights shall exclude trademarks, service marks, rights in trade names, business names, logos or get-up, rights in domain names, URLs and social media properties, and all other rights in source, designation or origin indicators;
Know-how means industrial and commercial information and techniques, in each case, in any form not in the public domain, and including drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;
Licensed IP means, collectively, RemainCo Licensed IP and DivestCo Licensed IP;
Licensee means the Party which receives a license to Licensed IP under this Agreement;
Licensor means the Party which grants a license to Licensed IP under this Agreement;
Nail means products solely for use on (a) human fingernails or toenails or (b) human fingernail or toenail cuticles;
No Restriction means that (a) with respect to the Field of Use, such field is not limited, including with respect to channel or products and (b) with respect to transfer of the applicable license, (i) such license is assignable as set forth in Clause 9 hereof and (ii) such transfer does not result in any change in the Field of Use effective as of the date of such transfer;
Party or Parties means a party or the parties to this Agreement;
Pre-Closing Inventions means all inventions described in the invention disclosures made on or after 1 June 2020 and prior to or as of Completion that (a) are not yet subject to a patent application as of Completion and (b) are included in the Licensed IP. Pre-Closing Inventions include the inventions described in the invention disclosures set forth on Annex C; provided that, for the avoidance of doubt, Pre-Closing Inventions shall not include (i) any invention disclosures made prior to 1 June 2020 except to the extent identified in Annex A, Annex B or Annex C or (ii) any invention disclosures made on or after 1 June 2020 and that are identified on Annex E (Excluded Inventions).
Professional means any individual who is qualified as, or is in the bona fide business of performing work as, a cosmetologist or nail technician;
Professional Channel means: (a) the sale of products to Salons, whether for use by Professionals or purchase by customers of the Salons, (b) the sale of products to Professional Stores, (c) the sale of products via Salon E-Commerce Sites, including Professional-only e-commerce sites and/or (d) the sale of products by Professionals.