Common use of Excluded Inventions and Other Inventions Clause in Contracts

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 13 contracts

Samples: Employment Agreement (Vir Biotechnology, Inc.), Employment Agreement (Oncorus, Inc.), Executive Employment Agreement (CinCor Pharma, Inc.)

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Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions in the scope of my employmentInventions, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, the Company or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sublicensees with the right to grant the license stated abovesame rights.

Appears in 12 contracts

Samples: Executive Employment Agreement (Prelude Therapeutics Inc), Executive Employment Agreement (Prelude Therapeutics Inc), Employment Agreement (Stoke Therapeutics, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A Attachment 1 is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 10 contracts

Samples: Employment Agreement (Allogene Therapeutics, Inc.), Employment Agreement (Allogene Therapeutics, Inc.), Executive Employment Agreement (ChromaDex Corp.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafteremployment, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 6 contracts

Samples: Employment Agreement (Cara Therapeutics, Inc.), Employment Agreement (Milestone Pharmaceuticals Inc.), Executive Employment Agreement (Cara Therapeutics, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.and

Appears in 4 contracts

Samples: Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A Attachment 1 is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafteremployment, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Excluded Inventions or Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 4 contracts

Samples: Executive Employment Agreement (Sangamo Therapeutics, Inc), Executive Employment Agreement (Sangamo Therapeutics, Inc), Executive Employment Agreement (Sangamo Therapeutics, Inc)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit Annex A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by the Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 3 contracts

Samples: Employment Agreement (Oncocyte Corp), Employment Agreement (Oncocyte Corp), Employment Agreement (Oncocyte Corp)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by with the Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 3 contracts

Samples: Employment Agreement (Biovie Inc.), Employment Agreement (Biovie Inc.), Employment Agreement (Biovie Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s the business or actual or demonstrably anticipated research or developmentdevelopment of any Ekso Bionics Entity and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the business or actual or demonstrably anticipated research or development of any Ekso Bionics Entity. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment with any Ekso Bionics Entity or Entities, I use any Excluded Inventions or any Other Inventions in the scope of my employmentInventions, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, any Ekso Bionics Entity or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company any Ekso Bionics Entity of any rights assigned to Company any Ekso Bionics Entity under this Agreement, I will immediately so notify the Company (or such other Ekso Bionics Entity or Entities as may be designated by the Company) in writing. Unless the Company (or such other Ekso Bionics Entity or Entities as may be designated by the Company) and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company (or such other Ekso Bionics Entity or Entities as may be designated by the Company), in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sub-licensees with the right to grant the license stated abovesame rights.

Appears in 3 contracts

Samples: Employment Agreement (Ekso Bionics Holdings, Inc.), Employment Agreement (Ekso Bionics Holdings, Inc.), Offer Letter (Ekso Bionics Holdings, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A Attachment 1 is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions in the scope of my employmentInventions, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, the Company or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sublicensees with the right to grant the license stated abovesame rights.

Appears in 3 contracts

Samples: Employment Agreement (Stoke Therapeutics, Inc.), Employment Agreement (Stoke Therapeutics, Inc.), Employment Agreement (Stoke Therapeutics, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A 1 is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in CALIFORNIA 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 3 contracts

Samples: Executive Employment Agreement (Kodiak Sciences Inc.), Executive Employment Agreement (Kodiak Sciences Inc.), Executive Employment Agreement (Kodiak Sciences Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A Appendix B is a list describing all existing Inventions, if any, (a) that are owned by me Employee or in which I have Employee has an interest and were made or acquired by me Employee prior to my the date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent Employee represents and agree agrees that it is because I have Employee has no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have Employee has or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge Employee acknowledges and agree agrees that if I use Employee uses any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include Employee includes any Excluded Inventions or Other Inventions in any product or service of Company, or if my Employee’s rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I Employee will immediately so notify Company in writing. Unless Company and I Employee agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I Employee hereby grant grants to Company, in such circumstances (whether or not I give Employee gives Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I Employee hereby represent represents and warrant warrants that such third party or parties have validly and irrevocably granted to me Employee the right to grant the license stated above.

Appears in 3 contracts

Samples: Employee Confidentiality, Non Disclosure, Non Compete, Invention Assignment and Conflict of Interest Agreement (Charlotte's Web Holdings, Inc.), Employee Confidentiality, Non Disclosure, Non Compete, Invention Assignment and Conflict of Interest Agreement (Charlotte's Web Holdings, Inc.), Employee Confidentiality, Non Disclosure, Non Compete, Invention Assignment and Conflict of Interest Agreement (Charlotte's Web Holdings, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafteremployment, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-non exclusive, perpetual, transferable, fully-fully paid and royalty-royalty free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 3 contracts

Samples: Executive Employment Agreement (Kiromic Biopharma, Inc.), Executive Employment Agreement (Kiromic Biopharma, Inc.), Executive Employment Agreement (Kiromic Biopharma, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s 's business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company ("Excluded Inventions"). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company's business or actual or demonstrably anticipated research or development. For purposes of this Agreement, "Other Inventions" means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafteremployment, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 3 contracts

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

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, development and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, thereafter other than Company Inventions (as defined below) and Excluded Inventionsinventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, with or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), ) a non-exclusive, perpetual, exclusive perpetual transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, sublicensees to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, medium whether now known or later developed, make, developed make have made, use, sell, import, import offer for sale, and exercise any and all present or future rights in, such Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 2 contracts

Samples: Employment Agreement (Sensei Biotherapeutics, Inc.), Employment Agreement (Sensei Biotherapeutics, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the Effective Date (as defined below), and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions in the scope of my employmentInventions, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, the Company or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sublicensees with the right to grant the license stated abovesame rights.

Appears in 2 contracts

Samples: Separation Agreement (KalVista Pharmaceuticals, Inc.), Employee Invention Assignment and Confidentiality Agreement

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the Effective Date (as defined in Section 28), in which I presently have an ownership interest, and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employmentwill not incorporate, or if I include permit to be incorporated, any Excluded Inventions or Other Inventions in any product or service of the Company without the Company’s prior written consent. Nonetheless, if in the course of my engagement I include or if my rights in permit to be included any Excluded Inventions or Other Inventions may block in any product or interfere with, or may otherwise be required for, service of the exercise by Company of any rights assigned to Company under this AgreementCompany, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Companythe Company a perpetual, in such circumstances (whether or not I give Company notice as required above)irrevocable, a non-exclusive, perpetualnonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, such display Excluded Inventions and Other Inventions. To the extent that any , and to sublicense to third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sublicensees with the right to grant the license stated abovesame rights.

Appears in 2 contracts

Samples: Contractor Invention Assignment and Confidentiality Agreement, Contractor Invention Assignment and Confidentiality Agreement

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, the Company or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sublicensees with the right to grant the license stated abovesame rights.

Appears in 2 contracts

Samples: Executive Employment Agreement (Aduro Biotech, Inc.), Executive Employment Agreement (Aduro Biotech, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made, and developed or acquired by me prior to the Effective Date (cas defined in Section 26, below) that of this Agreement, which are not to be being assigned to the Company (the “Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. If disclosure of any such existing Inventions would cause me to violate any prior confidentiality agreement, I shall not list such existing Inventions in Exhibit A, but shall instead list on Exhibit A only (i) a cursory, non-proprietary name for each such existing Invention, (ii) the party (or parties) to whom it belongs and (iii) the fact that full disclosure as to such prior Invention(s) has not been made for that reason. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions in the scope of my employmentInventions, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sublicensees with the right to grant the license stated abovesame rights.

Appears in 2 contracts

Samples: Employment Agreement (Nextdoor Holdings, Inc.), Separation Agreement (Nextdoor Holdings, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 2 contracts

Samples: Employee Confidential Information and Invention Assignment Agreement (In8bio, Inc.), Employee Confidential Information and Invention Assignment Agreement (In8bio, Inc.)

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Excluded Inventions and Other Inventions. Attached hereto as Exhibit Appendix A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions in the scope of my employmentInventions, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, the Company or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sublicensees with the right to grant the license stated abovesame rights.

Appears in 2 contracts

Samples: Confirmatory Employment Letter (Samsara Inc.), Confirmatory Employment Letter (Samsara Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions in the scope of my employmentInventions, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, the Company or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sub-licensees with the right to grant the license stated abovesame rights.

Appears in 2 contracts

Samples: Separation Agreement (Ekso Bionics Holdings, Inc.), Separation Agreement (Ekso Bionics Holdings, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A Attachment 1 is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 1 contract

Samples: Employment Agreement (Melt Pharmaceuticals, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.. Employee Confidential Information and Inventions Assignment AgreementBrandi L. RobertsPage 2

Appears in 1 contract

Samples: Employment Agreement (Biotime Inc)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A Attachment 1 is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.exercise

Appears in 1 contract

Samples: Employment Agreement (Allogene Therapeutics, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A A-1 is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafteremployment, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 1 contract

Samples: Severance Agreement (Landos Biopharma, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit Annex A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 1 contract

Samples: Employment Agreement (Oncocyte Corp)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all If there are any existing Inventions, if anyinventions, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my the date of first employment by Companycommencement of the Relationship, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentbusiness, and (c) that are not to be assigned to Company (“Excluded Inventions”), than I am solely responsible for providing notice to XxxxxXxXXX.xxx of any Excluded Inventions by contacting xxxx@xxxxxxxxxx.xxx. If no such list is attachedprovided, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment the Relationship or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employmentthe Relationship, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 1 contract

Samples: Confidential Information and Invention Assignment Agreement

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 1 contract

Samples: Separation Agreement (Synthetic Biologics, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the Effective Date (as defined below), and (c) that which are not to be assigned to the Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment Effective Date or thereafter, other than Company Assigned Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions in the scope of my employmentInventions, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, the Company or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise other- wise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions. To the extent that any , and to sublicense third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party one or parties have validly and irrevocably granted to me more tiers of sublicensees with the right to grant the license stated abovesame rights.

Appears in 1 contract

Samples: Separation Agreement (Hippo Holdings Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is I will provide the Company with a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). ) in the form of Schedule A. If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafteremployment, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, and to the extent legally permissible by me, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-fully paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 nay and all present or future rights in, such Excluded Inventions and Other Inventions. To the extent Inventions that I incorporate into any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party product or parties have validly and irrevocably granted to me the right to grant the license stated aboveservice of Company.

Appears in 1 contract

Samples: Employment Agreement (Pfsweb Inc)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by me or acquired by me prior to the commencement of my employment with, and (c) that which are not to be assigned to to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventionsrights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafteremployment, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, 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 Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

Appears in 1 contract

Samples: Employment Agreement (Verrica Pharmaceuticals Inc.)

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