Common use of Assignment of Corporation Inventions Clause in Contracts

Assignment of Corporation Inventions. The Employee hereby covenants and agrees that all Inventions and all Intellectual Property Rights relating thereto shall be the sole and exclusive property of the Corporation. Where the Corporation is not by law the first and exclusive owner of the Inventions or Intellectual Property Rights relating thereto, the Employee hereby assigns to the Corporation, without further compensation, all of his present and future rights, title, and interest in and to any and all present and future Inventions (and all Intellectual Property Rights with respect thereto throughout the world) made, conceived, reduced to practice, or learned by the Employee, either alone or with others, during the period of the Employee’s employment by the Corporation, including, without limitation those made, conceived, reduced to practice, or learned by the Employee with the use of the Corporation’s time, material, private or proprietary information, or facilities or which are directly or indirectly related to the activities of the Corporation or to the Employee’s employment responsibilities. Inventions (and all Intellectual Property Rights with respect thereto throughout the world) assigned to the Corporation pursuant to this Section are referred to in this Agreement as “Corporation Inventions”. In the event that the Employee is unable to assign any portion of the Corporation Inventions to the Corporation, the Employee hereby grants to the Corporation an exclusive, perpetual, fully-paid and royalty- free, irrevocable and worldwide license, with rights to assign or sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, communicate to the public by telecommunications, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Corporation Inventions. The provisions of this Section 6.01 shall not apply to an invention for which no equipment, supplies, facilities or Confidential Information of the Company or its Affiliates or Subsidiaries were used and which was developed entirely on the Employee’s own time, unless (i) the invention relates (A) to the business of the Company or any of its Affiliates or Subsidiaries, or (B) to the Employee’s actual or demonstrably anticipated research or development for the Company or any of its Affiliates or Subsidiaries, or (ii) the invention results from any work performed by Employee for the Company or any of its Affiliates or Subsidiaries.

Appears in 2 contracts

Samples: Employment Agreement (Clementia Pharmaceuticals Inc.), Employment Agreement (Clementia Pharmaceuticals Inc.)

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Assignment of Corporation Inventions. The Employee hereby covenants and agrees that all Inventions and all Intellectual Property Rights relating thereto shall be the sole and exclusive property of the Corporation. Where the Corporation is not by law the first and exclusive owner of the Inventions or Intellectual Property Rights relating thereto, the Employee hereby assigns to the Corporation, without further compensation, all of his present and future rights, title, and interest in and to any and all present and future Inventions (and all Intellectual Property Rights with respect thereto throughout the world) made, conceived, reduced to practice, or learned by the Employee, either alone or with others, during the period of the Employee’s employment by the Corporation, including, without limitation those made, conceived, reduced to practice, or learned by the Employee with the use of the Corporation’s time, material, private or proprietary information, or facilities or which are directly or indirectly related to the activities of the Corporation or to the Employee’s employment responsibilities. Inventions (and all Intellectual Property Rights with respect thereto throughout the world) assigned to the Corporation pursuant to this Section are referred to in this Agreement as “Corporation Inventions”. In the event that the Employee is unable to assign any portion of the Corporation Inventions to the Corporation, the Employee hereby grants to the Corporation an exclusive, perpetual, fully-paid and royalty- royalty-free, irrevocable and worldwide license, with rights to assign or sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, communicate to the public by telecommunications, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Corporation Inventions. The provisions of this Section 6.01 shall not apply to an invention for which no equipment, supplies, facilities or Confidential Information of the Company or its Affiliates or Subsidiaries were used and which was developed entirely on the Employee’s own time, unless (i) the invention relates (A) to the business of the Company or any of its Affiliates or Subsidiaries, or (B) to the Employee’s actual or demonstrably anticipated research or development for the Company or any of its Affiliates or Subsidiaries, or (ii) the invention results from any work performed by Employee for the Company or any of its Affiliates or Subsidiaries.

Appears in 1 contract

Samples: Employment Agreement (Clementia Pharmaceuticals Inc.)

Assignment of Corporation Inventions. The Employee hereby covenants and agrees that all Inventions and all Intellectual Property Rights relating thereto shall be the sole and exclusive property of the Corporation. Where the Corporation is not by law the first and exclusive owner of the Inventions or Intellectual Property Rights relating thereto, the Employee hereby assigns to the Corporation, without further compensation, all of his her present and future rights, title, and interest in and to any and all present and future Inventions (and all Intellectual Property Rights with respect thereto throughout the world) made, conceived, reduced to practice, or learned by the Employee, either alone or with others, during the period of the Employee’s employment by the Corporation, including, without limitation those made, conceived, reduced to practice, or learned by the Employee with the use of the Corporation’s time, material, private or proprietary information, or facilities or which are directly or indirectly related to the activities of the Corporation or to the Employee’s employment responsibilities. Inventions (and all Intellectual Property Rights with respect thereto throughout the world) assigned to the Corporation pursuant to this Section are referred to in this Agreement as “Corporation Inventions”. In the event that the Employee is unable to assign any portion of the Corporation Inventions to the Corporation, the Employee hereby grants to the Corporation an exclusive, perpetual, fully-paid and royalty- royalty-free, irrevocable and worldwide license, with rights to assign or sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, communicate to the public by telecommunications, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Corporation Inventions. The provisions of this Section 6.01 shall not apply to an invention for which no equipment, supplies, facilities or Confidential Information of the Company or its Affiliates or Subsidiaries were used and which was developed entirely on the Employee’s own time, unless (i) the invention relates (A) to the business of the Company or any of its Affiliates or Subsidiaries, or (B) to the Employee’s actual or demonstrably anticipated research or development for the Company or any of its Affiliates or Subsidiaries, or (ii) the invention results from any work performed by Employee for the Company or any of its Affiliates or Subsidiaries.

Appears in 1 contract

Samples: Employment Agreement (Clementia Pharmaceuticals Inc.)

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Assignment of Corporation Inventions. The Employee hereby covenants and agrees that all Inventions and all Intellectual Property Rights relating thereto shall be the sole and exclusive property of the Corporation. Where the Corporation is not by law the first and exclusive owner of the Inventions or Intellectual Property Rights relating thereto, the Employee hereby assigns to the Corporation, without further compensation, all of his her present and future rights, title, and interest in and to any and all present and future Inventions (and all Intellectual Property Rights with respect thereto throughout the world) made, conceived, reduced to practice, or learned by the Employee, either alone or with others, during the period of the Employee’s employment by the Corporation, including, without limitation those made, conceived, reduced to practice, or learned by the Employee with the use of the Corporation’s time, material, private or proprietary information, or facilities or which are directly or indirectly related to the activities of the Corporation or to the Employee’s employment responsibilities. Inventions (and all Intellectual Property Rights with respect thereto throughout the world) assigned to the Corporation pursuant to this Section are referred to in this Agreement as “Corporation Inventions”. In the event that the Employee is unable to assign any portion of the Corporation Inventions to the Corporation, the Employee hereby grants to the Corporation an exclusive, perpetual, fully-paid and royalty- free, irrevocable and worldwide license, with rights to assign or sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, communicate to the public by telecommunications, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Corporation Inventions. The provisions of this Section 6.01 shall not apply to an invention for which no equipment, supplies, facilities or Confidential Information of the Company or its Affiliates or Subsidiaries were used and which was developed entirely on the Employee’s own time, unless (i) the invention relates (A) to the business of the Company or any of its Affiliates or Subsidiaries, or (B) to the Employee’s actual or demonstrably anticipated research or development for the Company or any of its Affiliates or Subsidiaries, or (ii) the invention results from any work performed by Employee for the Company or any of its Affiliates or Subsidiaries.

Appears in 1 contract

Samples: Employment Agreement (Clementia Pharmaceuticals Inc.)

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