Pre-Existing Property Sample Clauses

Pre-Existing Property. Institution understands and acknowledges that the Study Drug, Ampligen® (rintatolimod) is the property of AIM and/or that it may be subject to certain intellectual property rights owned by or licensed to AIM including patents, patent applications that may issue as patents in the future, trademarks and trademark applications. All rights to Ampligen® (rintatolimod) belong to AIM. This Agreement shall not be deemed or construed to convey, transfer, or license any of such intellectual property rights to Institution, other than the limited rights necessary to permit Institution to conduct the Study during the term of this Agreement, Further, all intellectual property belonging to either party prior to the execution of this Agreement (“Pre-existing Property”) shall remain the separate property of that party and nothing contained in this Agreement shall be deemed to grant either directly or by implication, estoppel or otherwise any license under any patents, patent applications, trademarks, trade secrets, or other proprietary interests to Pre-existing Property of the other party. EXPLANATORY NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND
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Pre-Existing Property. Nothing contained in this Agreement shall affect, either directly or by implication, estoppel, or otherwise, the pre-existing rights of either party in intellectual property developed prior to the Effective Date of this Agreement, or intellectual property developed outside of this Agreement. All such intellectual property shall remain the property of its owner and the option granted to Company in this Agreement shall not apply to such intellectual property.
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Pre-Existing Property. The parties acknowledge and agree that all Pre-Existing Property is the property of the respective party and that, except as expressly set out herein, nothing in this Agreement shall convey or otherwise grant any rights in or to any Pre-Existing Property from one party to the other. The parties expressly acknowledge and agree that the property of the LES Stimulator IPG technology and documentation set, the LES Programmer System technology and documentation set, and the LES Lead technology and documentation set is regulated by the Licensing Agreement signed between the parties on October 28, 2010.
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Pre-Existing Property. The Parties shall identify in the SOW any and all Pre-Existing Property (as defined below) that may be necessary or useful to the Project. For purposes of this Agreement, (i) “Pre-Existing Property” shall mean either Pre-Existing Intellectual Property (as defined below) or Materials (or both); (ii) “Pre-Existing Intellectual Property” shall mean any and all intellectual property, data or information created, developed, conceived or invented, whether or not reduced to practice, that is owned or in which rights are held by the Provider; (iii) “Provider” shall mean the Party who owns or has rights in or is deemed to own or have rights in any and all such Pre-Existing Property, the Project Results or Project Improvements (as such terms and phrases are defined in this Agreement) that is delivered or otherwise made available to the Recipient; and (iv) “Recipient” shall mean the Party who is in receipt of any such property.
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Pre-Existing Property. “Pre-Existing Property” means any and all information, materials, technology, and intellectual property, including all patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing, owned or controlled by Supplier prior to Effective Date of this Agreement developed outside the scope of Service hereunder or for Supplier’s general use in connection with its provision of services for its clients. For the avoidance of doubt, the FTI Loan Workflow Program shall be deemed Pre-Existing Property of Supplier. “Custom Works” means all code, software, and other materials (including, but not limited to, drawings and documentation) delivered by Supplier in the course of Supplier’s performance of the Services that is created solely and exclusively for the Bank and/or the Company as set forth in this Agreement or Statement of Work thereunder and specifically identified as a Custom Work in the applicable Statement of Work. Custom Works expressly exclude any and all: (i) Supplier Pre- Existing Property, including any and all modifications thereto or derivative works thereof; and (ii) ideas, processes, programs, concepts, business methods, inventions, and developments of general application throughout all industries or a single industry that are discovered, created, or developed by Supplier during the course of performing the Services (“Supplier IP”), provided that Supplier IP shall never include any Bank Materials or Confidential Information (as defined in Section 8.1). In the event that the performance of the Services results in the development of Custom Works, all right, title, and interest in the Custom Works vest in the Bank (including for use in its management of the Company) and are deemed to be a work made for hire, and to the extent they may not be considered works made for hire, Supplier assigns to the Bank all right, title, and interest in and to the Custom Works (excluding the Supplier Pre-Existing Property and the Supplier IP) and any and all Intellectual Property Rights embodied therein. Supplier grants to the Bank a non-exclusive, non-transferable, revocable, and limited license to use the Supplier Pre-Existing Property and Supplier IP solely in conjunction with the Bank’s use of the Custom Works, provided that the Bank may not: (a) modify, disclose, alter, translate, or create derivative works of the Supplier Pr...
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Pre-Existing Property. Each party shall continue to own all right, title and interest in and to any and all of its respective technology and of its materials already in existence as of the Effective Date ("Pre-Existing Technology"), any Derivative Works thereof, and all Intellectual Property Rights therein.
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Pre-Existing Property. The term “Pre-Existing Property” means all rights of a party to designs, inventions (whether patentable or not), copyrights, trademarks, trade secrets, processes, software, devices and other Intellectual Property Rights and confidential information owned or held by a party immediately prior to the Effective Date. The parties acknowledge and agree that all Pre-Existing Property is the property of the party or its licensors that owned such property immediately before the Effective Date and that, except as expressly set out herein, nothing in this Agreement shall convey or otherwise grant any rights in or to any Pre-Existing Property from one party to the other party.
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Related to Pre-Existing Property

  • Pre-Existing Materials Subject to Section 3.A, Consultant will provide the Company with prior written notice if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest, prior to, or separate from, performing the Services under this Agreement (“Prior Inventions”), and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by any third party into any Invention without Company’s prior written permission.

  • Maintenance of Properties and Corporate Existence The Company shall, and shall cause each Subsidiary to,

  • Corporate Existence; Subsidiaries Borrower shall, and shall cause each of its Subsidiaries to, preserve and maintain its corporate existence, subject to the provisions of Section 7.12 hereof. Together with any financial statements delivered pursuant to Section 7.6 hereof, Borrower shall deliver an updated Schedule 5.2 to reflect any changes from the existing Schedule 5.2.

  • Formation; Existence Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Real Property; Fixtures Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $1,000,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

  • Existence; Business and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as permitted under Section 6.05).

  • Additional Property Collateral shall also include the following property (collectively, the “Additional Property”) which Pledgor becomes entitled to receive or shall receive in connection with the Collateral: (a) any stock certificate, including without limitation, any certificate representing a stock dividend or any certificate in connection with any recapitalization, reclassification, merger, consolidation, conversion, sale of assets, combination of shares, stock split or spin-off; (b) any option, warrant, subscription or right, whether as an addition to or in substitution of the Collateral; (c) any dividends or distributions of any kind whatsoever, whether distributable in cash, stock or other property; and (d) any conversion or redemption proceeds; provided, however, that until the occurrence of an Event of Default (as hereinafter defined), Pledgor shall be entitled to all cash dividends and all interest paid on the Collateral free of the security interest created under this Agreement. All Additional Property received by Pledgor shall be received in trust for the benefit of Secured Party. All Additional Property and all certificates or other written instruments or documents evidencing and/or representing the Additional Property that is received by Pledgor, together with such instruments of transfer as Secured Party may request, shall immediately be delivered to or deposited with Secured Party and held by Secured Party as Collateral under the terms of this Agreement. If the Additional Property received by Pledgor shall be shares of stock or other securities, such shares of stock or other securities shall be duly endorsed in blank or accompanied by proper instruments of transfer and assignment duly executed in blank with, if requested by Secured Party, signatures guaranteed by a member or member organization in good standing of an authorized Securities Transfer Agents Medallion Program, all in form and substance satisfactory to Secured Party.

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