Employees, Consultants, & Contractors. Since January 1, 2011, the Company and Company Subsidiaries have had and enforced policies requiring each employee, consultant and contractor who is involved in the development of any Company Products to execute proprietary information, confidentiality and assignment agreements that, to extent permitted by applicable Law, assign to the Company and/or a Company Subsidiary all Intellectual Property and Intellectual Property Rights that are developed by the employees in the course of their employment, and, with respect to consultants or contractors, all Intellectual Property and Intellectual Property Rights that are developed by the consultants or contractors in the course of performing services for the Company or any Company Subsidiaries (each, an “Employee IP Agreement”). Since January 1, 2011, each person who is or was during such time an employee, officer, consultant and contractor of the Company or any Company Subsidiary who are or were involved in the development of any Company Products has signed an Employee IP Agreement, in a form substantially similar to, or with provisions with substantially similar legal effect as the provisions of, one of the forms made available to Parent with respect to proprietary information, confidentiality, and assignment and licensing of Intellectual Property and Intellectual Property Rights. To the knowledge of the Company, no person who is or was an employee, officer, consultant or contractor of the Company or any Company Subsidiary involved in the development of any Company Products is, or since, January 1, 2011, has been, in default or breach of any term of any Employee IP Agreement, non-disclosure agreement, assignment agreement, or similar Contract relating to Intellectual Property or Intellectual Property Rights entered into between such employee, officer, consultant or contractor and the Company or any Company Subsidiary in connection with such individual’s employment or other engagement with the Company or any Company Subsidiary. All assignments of registered Patents included in the Company Intellectual Property Registrations have been duly executed and recorded with the appropriate Governmental Authorities. No person who is or was during such time an employee, officer, consultant or contractor of the Company or any Company Subsidiary has any ownership, license or other right, title or interest, directly or indirectly, in whole or in part, in any material Owned Company Intellectual Property. No material Intellectua...
Employees, Consultants, & Contractors. (i) The Company and the Company Subsidiaries have, and use reasonable commercial efforts to enforce, policies requiring each employee, consultant and contractor who is involved in the development of material Intellectual Property to execute proprietary information, confidentiality and assignment agreements appropriate for the jurisdiction in which such employees, officers, consultants and contractors reside and work.
Employees, Consultants, & Contractors. (i) The Company and Company Subsidiaries have and enforce policies requiring each employee, consultant and contractor who is involved in the development of any Company Products to execute proprietary information, confidentiality and assignment agreements appropriate for the jurisdiction in which such employees, officers, consultants, and contractors reside and provide development services that, to extent permitted by applicable Law, assign to the Company and/or a Company Subsidiary all Intellectual Property and Intellectual Property Rights that are developed by the employees, and, with respect to consultants or contractors, all Intellectual Property and Intellectual Property Rights that are developed by the consultants or contractors in the course of performing services for the Company or any Company Subsidiaries, and that otherwise appropriately protect the Intellectual Property and Intellectual Property Rights of the Company and any Company Subsidiary and the Trade Secrets of Third Parties (each, a “Employee IP Agreement”). All present and former employees, officers, consultants and contractors of the Company or any Company Subsidiary who are involved in the development of any Company Products have signed an appropriate Employee IP Agreement, in a form substantially similar to, or with provisions with substantially similar legal effect as the provisions of, the forms attached to Section 4.14(g)(i) of the Disclosure Schedule with respect to proprietary information, confidentiality, and assignment and licensing of Intellectual Property and Intellectual Property Rights, and Section 4.14(g)(i) lists any present and former employees, officers, consultants or contractors of the Company or Company Subsidiaries involved in the development of any Company Products who have not signed such agreements. No current employee, officer, consultant or contractor of the Company or any Company Subsidiary involved in the development of any Company Products and, to the knowledge of Company, no former employee, officer, consultant or contractor of the Company or any Company Subsidiary involved in the development of any Company Products is in default or breach of any term of any Employee IP Agreement or other, employment or contractor agreement, non-disclosure agreement, assignment agreement, or similar Contract relating to Intellectual Property or Intellectual Property Rights entered into between such employee, officer, consultant or contractor and the Company or any Company S...
Employees, Consultants, & Contractors. The Company and Company Subsidiaries have and use reasonable efforts to enforce policies generally requiring each employee, individual consultant and individual contractor who is involved in the development of any Company Products to execute proprietary information, confidentiality and assignment agreements that, to extent permitted by applicable Law, assign to the Company and/or a Company Subsidiary all Intellectual Property and Intellectual Property Rights that are developed by the employees within the scope of their employment, and, with respect to consultants or contractors, assign or license to the Company and/or a Company Subsidiary all Intellectual Property and Intellectual Property Rights that are developed by the consultants or contractors in the course of performing services for the Company or any Company Subsidiaries (each, an “Employee IP Agreement”). All present and former employees, officers, individual consultants and individual contractors of the Company or any Company Subsidiary who have developed any material Intellectual Property that is a part of any Company Products have signed an Employee IP Agreement, in a form substantially similar to, or with provisions with substantially similar legal effect as the provisions of, one of the forms made available to Parent with respect to proprietary information, confidentiality, and assignment and licensing of Intellectual Property and Intellectual Property Rights. To the knowledge of the Company, no current or former employee, officer, consultant or contractor of the Company or any Company Subsidiary who have developed any Intellectual Property that is a part of any Company Products is in material default or material breach of any term of any Employee IP Agreement, non-disclosure agreement, assignment agreement, or similar Contract relating to Intellectual Property or Intellectual Property Rights entered into between such employee, officer, consultant or contractor and the Company or any Company Subsidiary in connection with such individual’s employment or other engagement with the Company or any Company Subsidiary. All assignments of registered Patents to the Company or any Company Subsidiary have been duly executed and recorded with the appropriate Governmental Authorities. No present or former employee, officer, individual consultant or individual contractor of the Company or any Company Subsidiary has any ownership, license or other right, title or interest, directly or indirectly, in whole or...
Employees, Consultants, & Contractors. Each Party shall enter into binding agreements obligating all employees and consultants performing activities under or contemplated by this Agreement, including activities related to the Licensed Patent Rights, Licensed Compounds or Licensed Products, to assign his/her interest in any Invention made, discovered, conceived, or reduced to practice in the course of such activities to the Party for which such employee or consultant is providing its services, except consultants who by employment contract may only assign to their employers are treated as contractors for the purpose of this Section 7.2 (Employees, Consultants, Contractors). With respect to contractors, the Parties shall use good faith and reasonable efforts to secure an agreement from such contractor to assign or license (with the right to sublicense) to such Party any Inventions made by such contractor in performing such services for such Party.
Employees, Consultants, & Contractors. The Company and the Company Subsidiaries have and enforce policies requiring each employee, consultant and contractor who is involved in the development of Intellectual Property to execute proprietary information, confidentiality and assignment agreements appropriate for the jurisdiction in which such employees, officers, consultants and contractors reside and work, that (x) to the extent permitted by applicable Law, assign to the Company and/or a Company Subsidiary all Intellectual Property and Intellectual Property Rights that is developed by the employees, and, with respect to consultants or contractors, all Intellectual Property that is developed by the consultants or contractors in the course of performing services for the Company or any Company Subsidiaries and (y) otherwise appropriately protect the Intellectual Property and Intellectual Property Rights of the Company and any Company Subsidiary and the Trade Secrets of Third Parties (each, an “Employee IP Agreement”). Except as set forth on Section 3.14(g) of the Disclosure Schedule, all present and former employees, officers, consultants and contractors of the Company or any Company Subsidiary who are involved in development of Intellectual Property have signed an appropriate Employee IP Agreement, in a form substantially similar to, or with provisions with substantially similar legal effect as the provisions of, the forms attached to Section 3.14(g) of the Disclosure Schedule. Section 3.14(g) of the Disclosure Schedule lists any present and former employees, officers, consultants or contractors of the Company or any Company Subsidiary involved in the development of Intellectual Property who have not signed any agreement in such form. The failure of the Company to have signed appropriate Employee IP Agreements with the individuals set forth on Section 3.14(g) of the Disclosure Schedule, individually or in the aggregate, has not had and will not have a Material Adverse Effect. No current employee, officer, consultant or contractor of the Company or any Company Subsidiary involved in development of Intellectual Property and, to the Knowledge of the Company, no former employee, officer, consultant or contractor of the Company or any Company Subsidiary involved in development is in default or breach of any term of any Employee IP Agreement or other employment or contractor agreement, non-disclosure agreement, assignment agreement, or similar Contract relating to Intellectual Property or Intellectual Pr...
