Furthermore Sample Clauses

Furthermore. The UPMC and the CNRS are hereinafter referred to jointly as the “ESTABLISHMENTS”. The UPMC, the CNRS and the COMPANY are hereinafter jointly referred to as “PARTIES” and individually as “PARTY”. IT IS RECALLED THAT: In the context of research within the LABORATORY, René LAFONT, UPMC agent and Mr Stanislas VEILLET of the COMPANY have developed an invention relating to use of phytoecdysteroids in the preparation of a composition for action on metabolic syndrome. This invention being protected by industrial property, a French patent application under NO. 0759478 was filed as a precaution on 30 November 2007 jointly in the names of both the COMPANY and the UPMC. Under this agreement, the UPMC and the COMPANY wish to formalise the co-ownership between the PARTIES on the patent application mentioned above as well as its extensions and determining the rights and obligations of each PARTY, particularly in regards to the use of the invention referred to above. The COMPANY made it known in a letter dated 26 June 2008 sent for the attention of the UPMC, on behalf of the ESTABLISHMENTS, that it wants to qualify for exclusive operation of the PATENTS as defined below, in the area of nutrition and herbal medication. The PARTIES have agreed to define the terms of this exclusive exploitation by separate agreements (hereinafter “LICENSE AGREEMENT”) signed concomitantly with this contract. THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Preliminary Article - DEFINITIONS CONFIDENTIAL INFORMATION, means any confidential information or any protected information not yet published, belonging to PARTIES or one of the PARTIES, relating to the invention protected by PATENTS, or relating to KNOW-HOW, whether its form is written, graphic, verbal, or in any other form. COSTS OF INDUSTRIAL PROPERTY, means the costs incurred for- the preparation process, of filing, obtaining, extension, issue and maintenance of the PATENTS, to defend the PATENTS before any Patent Office and in particular for appeal proceedings, interference, opposition, reviews or reissues. The COSTS OF INDUSTRIAL PROPERTY do not include any costs incurred due to infringement procedures. DOMAIN, means the area of food and phytotherapeutics medicine EFFECTIVE DATE, refers to the date of filing the French application patent under no. 0759478, i.e., 30 November 2007. INVENTORS, refers to René LAFONT and Stanislas VEILLET.
Furthermore. Assignors will, at the expense of Assignee (i) execute and deliver such further instruments including, without limitation, further instruments of assignment; and (ii) take such further actions as Assignee may reasonably request in order to register this Assignment at the appropriate registries to demonstrate Assignee's title to the Patents. This Assignment shall be binding upon the successors and assigns of Assignors and Assignee. This Assignment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. This Assignment may be executed in one or more counterparts, each of which shall be deemed and original, but all of which together shall constitute one and the same agreement. [The remainder of this page has been left blank intentionally.]
Furthermore. Seller shall not be deemed or held to be in breach of any of Seller’s representations, warranties, covenants or other agreements contained in this Agreement to the extent that any such breach arises out of or in connection with the actions of Buyer or Buyer’s Affiliates as operators or co-owners of any of the Properties prior to the Closing.
Furthermore. (a) the Seller has not (i) granted to third parties any existing pre-emption rights, warrants, options, convertible bonds or rights of any kind whatsoever which give the right to acquire or subscribe for the Participations (or any part thereof) or (ii) entered into or executed any agreement or contract or similar instrument by which he is bound to create new participations and/or increase the corporate capital in the SPVs; and
Furthermore. (a) the Banking Recipient will give the Banking Supplier Notice of any communications between the Banking Recipient and the Government Authority (or the Banking Recipient’s internal or external auditors) relating to any such Government Authority (or the Banking Recipient’s internal or external auditors) audit or other access in respect of the relevant Transitional Arrangement; and
Furthermore. Licensor shall not be liable for any failure, misfeasance, malfeasance or non-feasance or any carrier, transportation agency, laboratory or any other persons, firms or corporations, or for any causes not within the reasonable control of Licensor, or for any action, omission or delay not directly due to the negligence or default of Licensor or its authorized employees. In any of such events. Licensor shall be discharge from any liability whatsoever and any and all claims arising therefrom are hereby expressly waived by distributor. (c) notwithstanding anything in this Agreement to the contrary, in no event shall Licensor be liable for lost profits or consequential damages of any kind, whether or not Licensor is advised of the possibility of such damages and whether or not any or all of such damages are attributable to Licensor's acts or omissions.
Furthermore. In addition to the requirements and prohibitions set forth in this Section 3, UCD CDC may also exclude any prospective Exhibitor, Sponsor, or attendee from registering for or attending any Event, AT UCD CDC’s sole discretion. Furthermore, UCD CDC reserves the right to cancel, in its sole discretion, any Exhibitor’s/Sponsor’s Event registration upon refund of the Exhibitor/Sponsor fees paid to UCD CDC; provided, however, that if an Exhibitor/Sponsor is cancelled for violating any prohibition or requirement set forth in this Section 3, UCD CDC may retain all fees paid.