Prior Intellectual Property Sample Clauses

Prior Intellectual Property. If, in the course of your employment with the Employer, you use any intellectual property that is solely or jointly owned by you or licensed to you, with the right to sub-license (collectively, “Prior Intellectual Property”), you hereby grant to the Company and its affiliates a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Intellectual Property for any purpose.

Prior Intellectual Property. Employee will not claim rights in, or control over, any Invention, Work, or Trademark as something excluded from this Agreement because it was conceived or created prior to being employed by Employer (a “Prior Work”) unless such item is identified on Appendix B and signed by Employee as of the date of this Agreement. Employee will not incorporate any such Prior Work into any work or product of the Employer without prior written authorization from the Employer to do so; and, if such incorporation does occur, Employee grants Employer and its assigns a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to the use and control of any such item that is so incorporated and any derivatives thereof, including all rights to make, use, sell, reproduce, display, modify, or distribute the item and its derivatives.

Prior Intellectual Property. If Employee has inventions, improvements or discoveries which Employee has made or conceived or first reduced to practice, whether alone or jointly with others, prior to Employee’s employment under this Agreement, and which Employee wishes to exclude from this Agreement, Employee shall discuss with the Company, attach a complete and accurate list to Exhibit B of this Agreement, and deliver to the Company upon signing this Agreement. If no such list is attached, then Employee represents there are no exclusions to this Agreement.

Prior Intellectual Property. Attached as Schedule 2 is a complete list, if any, of all of Employee’s Intellectual Property and Copyrightable Works made, conceived or first reduced to practice by Employee, alone or jointly with others, prior to Employee’s employment with Axogen (“Prior Intellectual Property”). If in the course of Employee’s employment with Axogen Employee incorporates into an Axogen product, process or machine any Prior Intellectual Property to which Employee possesses all right, title and interest, then Employee hereby grants, and agrees to grant, Axogen a non-exclusive, royalty-free, irrevocable, perpetual, transferable, sublicensable worldwide license to make, modify, use and sell such Prior Intellectual Property as part of or in connection with such product, process or machine. Notwithstanding the foregoing, Employee agrees not to, and shall not, use at or on behalf of Axogen any Prior Intellectual Property that is owned by a third party and/or the use of which would require a license from a third party, and/or to which Axogen has not otherwise acquired the right to use, and/or which would be in violation of Section 5.3 of this IP and NCNS Agreement. ​ ​

Prior Intellectual Property. Notwithstanding the foregoing, the Company agrees that you will not be obligated to assign any invention that you developed entirely on your own time, without using any equipment, supplies, facilities or trade secret information of the Company, unless such invention either: (i) relates (at the time of conception or reduction to practice of the invention) to the Company’s business or the Company’s actual or demonstrably anticipated research, or (ii) results from any work performed by you for the Company. Intellectual Property, if any, that you made prior to the commencement of your employment with the Company, or made outside the scope of your employment, are excluded from the scope of this Agreement. To preclude any possible uncertainty, you have set forth on Exhibit A attached to this Agreement a complete list of all Intellectual Property that you have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of your employment with the Company, that you consider to be your property or the property of third parties and that you wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Intellectual Property”).

Prior Intellectual Property. Attached as Schedule 2 is a complete list, if any, of all of Employee’s Intellectual Property made, conceived or first reduced to practice by Employee, alone or jointly with others, prior to Employee’s employment with AxoGen (“Prior Intellectual Property”). If in the course of Employee’s employment with AxoGen Employee incorporates into an AxoGen product, process or machine any Prior Intellectual Property, then Employee hereby grants, and agrees to grant, AxoGen a non-exclusive, royalty-free, irrevocable, perpetual, transferable, sublicensable worldwide license to make, modify, use and sell such Prior Intellectual Property as part of or in connection with such product, process or machine. Notwithstanding the foregoing, Employee agrees not to, and shall not, use at or on behalf of AxoGen any Prior Intellectual Property that would be in violation of Section 5.3 of this Agreement.

Prior Intellectual Property. Executive represents and warrants to the Company that there are no inventions, developments, discoveries, improvements, ideas, concepts, original works of authorship, or trade secrets that (i) were created or made by Executive before his engagement with the Company, (ii) belong to Executive, (iii) relate to the Company Business or any portion thereof, products, services, or research and development, and (iv) are not assigned to the Company hereunder (collectively, “Prior Inventions”). Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention Confidential Executive Employment Agreement (X. Xxxxxxx - CEO).v3 owned by Executive or in which Executive has any right, title or interest into a Company product, process, or service without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of Executive’s employment with the Company, Executive incorporates into a Company product, process, or service a Prior Invention owned by Executive or in which Executive has any right, title or interest, then Executive hereby grants to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell that Prior Invention as part of or in connection with the Company product, process, or service, and to practice any method related thereto.

Prior Intellectual Property. All patents, trade secrets, information, know-how, inventions, technology, data and other intellectual property rights owned by either Party prior to the Effective Date shall remain the sole property of the respective Party. For the avoidance of doubt, Krele shall retain all or its and its affiliates’ rights in patents, trade secrets, information, know-how, inventions, technology, data and other intellectual property rights that relate to very low dose cyclobenzoprine (VLD-cyclo) (the “Krele Intellectual Property”).

Prior Intellectual Property. Intellectual property that either party owned prior to execution of this Agreement or develops independently of the Study is that party’s separate property. It is not affected by this Agreement. Neither party has any claims to or rights in such intellectual property of the other party.

Prior Intellectual Property. At the time of entering this Agreement, Executive shall provide Company with a signed and dated list of all Prior Intellectual Property. If Executive fails to provide Company with such a list within 30 days of entering this Agreement, Executive agrees that no such Prior Intellectual Property exist.