Assignment of lntellectual Property Sample Clauses

Assignment of lntellectual Property. All concepts, designs, machines, devices, uses, processes, technology, trade secrets, works of authorship, customer lists, plans, embodiments, inventions, improvements or related work product (collectively "Intellectual Property") which Employee develops, conceives or first reduces to practice during the term of his employment hereunder, whether working alone or with others, shall be the sole and exclusive property of Employer, together with any and all Intellectual Property rights, including, without limitation, patent or copyright rights, related thereto, and Employee hereby assigns to Employer all of such Intellectual Property. "Intellectual Property" shall include only such concepts, designs, machines, devices, uses, processes, technology, trade secrets, customer lists, plans, embodiments, inventions, improvements and work product which (a) relate to Employee's performance of services under this Agreement, to Employer's field of business or to Employer's actual or demonstrably anticipated research or development, whether or not developed, conceived or first reduced to practice during normal business hours or with the use of any equipment, supplies, facilities or trade secret information or other resource of Employer or (b) are developed in whole or in part on Employer's time or developed using Employer's equipment, supplies, facilities or trade secret information, or other resources of Employer, whether or not the work product relates to Employer's field of business or Employer's actual or demonstrably anticipated research.

Assignment of lntellectual Property. Service Provider hereby assigns and, if and to the extent necessary, undertakes to assign to Celgene all intellectual property, including, but not limited to, all patents, patent applications, copyrights, discoveries and inventions. whether patentable or not, conceived or reduced to practice by Service Provider or its employees, agents or services providers, alone or jointly with others, during the Term of this Agreement, which intellectual property either (i) based upon any information received from Celgene Group or (ii) relates in any way to the Services provided by Service Provider to Celgene hereunder (the "lntellectual Prooerty"). Service Provider agrees to disclose promptly and fully all lntellectual Property. Service Provider grants to Celgene a world-wide, transferable, fully paid-up exclusive right and license with the right to grant sublicenses under all works of authorship conceived or reduced to practice by Service Provider or its officers, employees, agents or services providers, alone or jointly with others, during the Term of this Agreement, which either (i) are based upon any information received from Celgene Group or (ii) relate to the Services provided by Service Provider to Celgene hereunder (the "Cooyrights"). ln the event the Copyrights cannot be owned by or licensed to Celgene, Celgene shall be notified by Service Provider, and Service Provider shall obtain the rights to use in Celgene's favor, as Celgene may require. For the sake of clarity, intellectual property developed by the Service Provider prior to the Effective Date of this Agreement and obtained independently from any Confidential lnformation provided by Celgene, shall not be considered as falling within the definition of lntellectual Property and/or Copyrights and shall therefore not be subject to any of the above assignment or exclusive transfer obligations to Celgene.