Pre-Existing Know-How Sample Clauses

Pre-Existing Know-How. All Pre-Existing Know-How contributed by either Party to a given R&D Project is and remains, as between the Parties, the sole property of such Party. Neither Party will file for patent rights and/or for any other intellectual property rights on any of the Pre-Existing Know-How disclosed to it by the other Party. Neither Party shall have any obligation to disclose any of its Pre-Existing Know-How to the other Party, except to the extent the Party owning or controlling such Pre-Existing Know-How deems such disclosure to be necessary for the performance by the other Party of its obligations pursuant to the corresponding Project Addendum. Each Party may also refuse to receive the details of the Pre-existing Know-How of the other Party.
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Pre-Existing Know-How. 15.1. Pre-Existing Know-How shall mean the “pre-existing know-how” defined in the Contract. 15.2. Pre-Existing Know-How including intellectual property rights owned by a PARTY and needed by any other PARTY for the exploitation by such PARTY of its owned Knowledge shall be made available to such other PARTY upon reasonable and non-discriminatory terms and conditions. 15.3. Exploitation as set out in Section 15.2 of this Principle Agreement shall mean the commercial exploitation of the Knowledge by the PARTY itself (and/or any of its Affiliates), and shall include and be limited to the right to design, have designed, develop, have developed, make, have made, sell and have sold products and provide and have provided services. Exploitation shall not include licensing or sub-licensing activities to third-parties, including cross-licensing.
Sample 1
Pre-Existing Know-How. The Coordination Action does not impose any obligation ▪ on the Consortium Institutions, or ▪ on the Member Institutions of National Networks and International Networks, or ▪ on the Participants of Thematic Networks to share the Pre-existing Know-how they own. Pre-existing Know-how which is shared without restrictive clauses by any of these institutions or participants among each other or with other parties shall be considered as freely available for the implementation of the Coordination Action.
Sample 1
Pre-Existing Know-How. 5.1 The Pre-existing know-how of each Contractor to this Consortium Agreement is described in Annex IV to this Agreement. Such Pre-existing know-how may be further extended by giving notice thereof to the Coordinator and the PCC, provided that such Extended Pre-existing know-how has not been acquired by the Contractor in connection with the carrying-out of the Project. 5.2 Each Contractor hereby reserves its right to prove at any time that Pre-existing know-how or Pre-existing right described to the Coordinator or the PCC and Annex IV belongs to such Contractor. 5.3 Provided that the Project will not be unreasonably hampered, neither Contractor shall be obliged to disclose its Pre-existing know-how in details, e.g. by demonstrations, blueprints, visits of facilities, to one or more of the other Contractors or to disclose its Pre-existing know-how to the same extent to all other Contractors; likewise, in order to avoid contamination, either Contractor may refuse to learn the details of the Pre-existing know-how of another Contractor.
Sample 1
Pre-Existing Know-How. Partner Name Université Pierre et Xxxxx Xxxxx – Paris (UPMC) Exclusion of Pre- existing Know-how from Right to Access ● All pre-existing know-how from researchers and/or other departments at UPMC not involved in this project. ● Pre-existing know-how developped on IPOCAMP™ pressure vessels: assembly, operation and maintenance on land and at sea of 300 bar flow-through circuit, including pressure and temperature regulation; assembly and operation of video-monitoring means for the observation of organisms re-pressurised inside IPOCAMP; isolation of a pressurised water volume from flow, or generation of pressurised flow through a previously static pressurised water volume, without pressure loss inside the pressurised volume. _ Pre-existing know-how developped throughout biological studies of re-pressurised deep-sea fauna, regarding behaviour and detection of a stress response. - Xxxxxxxx, B. et al. (2001), Mar. Ecol. Prog. Ser., 216: 141-149 - Ravaux, J. et al (2003) J.
Sample 1
Pre-Existing Know-How. The Parties have identified and listed in the Attachment of this Agreement the Pre-Existing know-how needed for the Project and the Pre-Existing know-how explicitly excluded from Access rights. The Parties agree that all other Pre-Existing know-how shall be considered as unnecessary for the implementation of the Project and/or excluded, provided however the Parties may update the Attachment to extend the listed Pre-Existing know-how.
Sample 1
Pre-Existing Know-How. Any Know-How developed or generated by Celgene or Agios prior to the Effective Date shall remain the sole property of such Party.
Sample 1
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Related to Pre-Existing Know-How

  • Pre-Existing Materials 5.3.1. Citizens acknowledges that, in the course of performing the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents, copyrights, or other intellectual property that have been previously developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embed Pre-Existing Materials in the Work Product, Vendor must first obtain written approval from Citizens. 5.3.2. If and to the extent any Pre-Existing Materials of Vendor are embedded or incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. 5.3.3. If and to the extent any Pre-Existing Materials of third parties are embedded or incorporated in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider of Citizens. This Section does not apply to standard office software (e.g., Microsoft Office).

  • Pre-Existing Intellectual Property Each Party shall retain ownership of its respective Pre-Existing Intellectual Property. The Contractor grants the State a perpetual, irrevocable, non-exclusive, royalty free license for Contractor’s Pre-Existing Intellectual Property that are incorporated in the products, materials, equipment, deliverables, or services that are purchased through the Contract.

  • License of Pre-Existing Intellectual Property Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property.

  • Performing Agency’s Pre-existing Works A. To the extent that Performing Agency incorporates into the Work Product any works of Performing Agency that were created by Performing Agency or that Performing Agency acquired rights in prior to the Effective Date of this Contract (“Incorporated Pre-existing Works”), Performing Agency retains ownership of such Incorporated Pre-existing Works. B. Performing Agency hereby grants to System Agency an irrevocable, perpetual, non- exclusive, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Performing Agency represents, warrants, and covenants to System Agency that Performing Agency has all necessary right and authority to grant the foregoing license in the Incorporated Pre-existing Works to System Agency.

  • Contractor’s Pre-existing Works A. To the extent that Contractor incorporates into the Work Product any works of Contractor that were created by Contractor or that Contractor acquired rights in prior to the Effective Date of this Contract (“Incorporated Pre-existing Works”), Contractor retains ownership of such Incorporated Pre-existing Works. B. Contractor hereby grants to System Agency an irrevocable, perpetual, non-exclusive, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Contractor represents, warrants, and covenants to System Agency that Contractor has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency.

  • Pre-Existing Conditions The Contractor acknowledges that it has been provided unrestricted access to the existing improvements and conditions on the Project site and that it has thoroughly investigated those conditions. Contractor’s investigation was instrumental in preparing its Proposal to perform the Work. Contractor shall not make or be entitled to any adjustment to the Contract Time or the Contract Sum arising from Project conditions that Contractor discovered or, in the exercise of reasonable care, should have discovered in Contractor’s investigation.

  • Know-How Necessary for the Business The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted or as represented, in writing, to the Purchasers to be conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right owned or CONTROLLED by such PARTY.

  • WORK PRODUCT/PRE-EXISTING WORK PRODUCT OF CONTRACTOR Any and all work product resulting from this Contract is commissioned by the County of Marin as a work for hire. The County of Marin shall be considered, for all purposes, the author of the work product and shall have all rights of authorship to the work, including, but not limited to, the exclusive right to use, publish, reproduce, copy and make derivative use of, the work product or otherwise grant others limited rights to use the work product. To the extent Contractor incorporates into the work product any pre-existing work product owned by Contractor, Contractor hereby acknowledges and agrees that ownership of such work product shall be transferred to the County of Marin.

  • Grantee’s Pre-Existing Works A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement (“Incorporated Pre-existing Works”), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable, perpetual, non-exclusive, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency.

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