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, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Appears in 12 contracts

Samples: Executive Employment Agreement (Prelude Therapeutics Inc), Executive Employment Agreement (Prelude Therapeutics Inc), Employment Agreement (Stoke Therapeutics, 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 development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)development, and which (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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 9 contracts

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

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A Attachment 1 is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 7 contracts

Samples: Restricted Stock Unit Agreement (Allogene Therapeutics, Inc.), Invention Assignment Agreement (Allogene Therapeutics, Inc.), Invention Assignment Agreement

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 6 contracts

Samples: Participation Agreement (Cara Therapeutics, Inc.), Employment Agreement (Vital Farms, Inc.), Employment Agreement (Vital Farms, 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 development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)development, and which (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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Employee Confidential Information and Inventions Assignment Agreement Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 4 contracts

Samples: Employment Agreement (Oncorus, Inc.), Employment Agreement (Oncorus, Inc.), Employment Agreement (Oncorus, 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 development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)development, and which (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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Employee Confidential Information and Inventions Assignment Agreement 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 sublicense third parties in one or more tiers of sublicensees with me the same rightsright to grant the license stated above.

Appears in 4 contracts

Samples: Assignment Agreement (Proteostasis Therapeutics, Inc.), Assignment Agreement (Proteostasis Therapeutics, Inc.), Assignment 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, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Excluded Inventions or more tiers of sublicensees with Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the same rightsright 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 A Attachment 1 is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rights.right to grant the license stated above. 2.3

Appears in 3 contracts

Samples: Employment Agreement (ChromaDex Corp.), Invention Assignment Agreement (Allogene Therapeutics, Inc.), Restricted Stock Unit Agreement (Allogene Therapeutics, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development 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 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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentdevelopment 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employmentemployment with any Ekso Bionics Entity or Entities, I use any Excluded Inventions or any Other Inventions, or if I include any Excluded Inventions or Other Inventions in any product or service of the 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 the Company any Ekso Bionics Entity of any rights assigned to the 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees sub-licensees with the same rights.

Appears in 3 contracts

Samples: Employment Agreement (Ekso Bionics Holdings, Inc.), Employment Agreement (Ekso Bionics Holdings, Inc.), Assignment and Confidentiality 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, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Appears in 3 contracts

Samples: Non Competition Agreement (Stoke Therapeutics, Inc.), Non Competition Agreement (Stoke Therapeutics, Inc.), Confidentiality and Non Competition Agreement (Stoke 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 with the Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)development, and which (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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 3 contracts

Samples: Confidential Information and Invention Assignment Agreement (Biovie Inc.), Confidential Information and Invention Assignment Agreement (Biovie Inc.), Confidential Information and Invention Assignment Agreement (Biovie 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 Employee or in which Employee has an interest and were made or acquired by Employee prior to the date of first employment by Company, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)development, and which (c) that are not to be assigned to the 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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have Employee has or may have an interest, as of the Effective Date commencement of employment or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge Employee acknowledges and agree agrees that if, in the scope of my employment, I use if Employee uses any Excluded Inventions or any Other InventionsInventions in the scope of employment, or if I include Employee includes any Excluded Inventions or Other Inventions in any product or service of the Company 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 the Company of any rights assigned to the Company under this Agreement, I Employee will immediately so notify the Company in writing. Unless the Company and I Employee agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I Employee hereby grant grants to the Company, in such circumstances (whether or not I give the Employee gives Company notice as required above), a non-exclusive, perpetual, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, Employee hereby represents and warrants that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to Employee the same rightsright to grant the license stated above.

Appears in 3 contracts

Samples: Interest Agreement (Charlotte's Web Holdings, Inc.), Interest Agreement (Charlotte's Web Holdings, Inc.), Charlotte's Web Holdings, Inc.

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s 's business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company ("Excluded Inventions"). If no such list is attached, I represent and agree that it is because I have no rights in any existing Inventions that may relate to the Company’s '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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright 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 1 is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright 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 is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, world-widefully paid and royalty free, royalty-free license irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright 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 the Company’s business or actual or demonstrably anticipated research or development and (c) that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and 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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of my employment or thereafter, thereafter other than Assigned Company Inventions (as defined below) and Excluded Inventionsinventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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 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 perpetual, irrevocable, nonexclusive, non-exclusive perpetual transferable, worldfully-wide, paid and royalty-free license 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, disclose, make, sell, import offer for sale, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright 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, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees sub-licensees with the same rights.

Appears in 2 contracts

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

Excluded Inventions and Other Inventions. Attached hereto as Exhibit Appendix A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Appears in 2 contracts

Samples: Letter Agreement (Samsara Inc.), Letter Agreement (Samsara Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Appears in 2 contracts

Samples: Executive Employment 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, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, Inventions 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same 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, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me made, developed or acquired by me prior to the Effective Date (as defined in Section 2526, below)) of this Agreement, and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Appears in 2 contracts

Samples: An Arbitration Agreement (Nextdoor Holdings, Inc.), Nextdoor Holdings, Inc.

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 2528), below)in which I presently have an ownership interest, and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventionswill 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 withservice of the Company, or may otherwise be required for, the exercise by the Company of any rights assigned I grant 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense to third parties in one or more tiers of sublicensees with the same 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, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and 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 rights 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 Effective Date Employee Confidential Information and Inventions Assignment Agreement commencement of my employment or thereafter, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright 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 A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and 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 rights 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 Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Appears in 1 contract

Samples: Executive Agreement (DBV Technologies S.A.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A Attachment 1 is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and 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 rights 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 Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 1 contract

Samples: Solicitation 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 the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)development, and which (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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rights.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 is I will provide the Company with a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the 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 rights 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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, and to the extent legally permissible by me, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a non-exclusive, perpetual, irrevocable, nonexclusive, transferable, world-wide, fully paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise nay and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one Inventions that I incorporate into any product or more tiers service of sublicensees with the same rightsCompany.

Appears in 1 contract

Samples: Employment Agreement (Pfsweb Inc)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all If there are any existing Inventionsinventions, if any(a) that are owned by me or in which I have an interest and were made or acquired by me prior to the date of commencement of the Relationship, (b) that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)business, and which (c) that are not to be assigned to the 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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of the Relationship or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of the Relationship, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright 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 A-1 is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright 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 A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of Employee Confidential Information, discloseInventions, Non-Solicitation and Non-Competition Agreement 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 1 contract

Samples: Executive Employment Agreement (Instil Bio, Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and 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 rights 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 Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, 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 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 perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Appears in 1 contract

Samples: Employee Invention Assignment and Confidentiality Agreement (Hippo Holdings Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 1 contract

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

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Appears in 1 contract

Samples: Employment Agreement (Verrica Pharmaceuticals Inc.)

Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date or thereaftercommencement of my employment, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rights.right to grant the license stated above. 2.3

Appears in 1 contract

Samples: Executive Employment Agreement (Glycomimetics 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 that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)development, and which (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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright to grant the license stated above.

Appears in 1 contract

Samples: Employment Agreement (Oncocyte Corp)

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 the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)development, and which (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 rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, importand exercise any and all present or future rights in, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense . To the extent that any third parties have rights in one any such Other Inventions, I hereby represent and warrant that such third party or more tiers of sublicensees with parties have validly and irrevocably granted to me the same rightsright 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 Attachment 1 is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below)commencement of my employment with, and which are not to be assigned to the to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no rights 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 Effective Date commencement of my employment or thereafter, other than Assigned Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if, in the scope of my employment, if I use any Excluded Inventions or any Other InventionsInventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company 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, irrevocable, nonexclusive, transferable, worldfully-wide, paid and royalty-free license free, irrevocable and worldwide license, with rights to usesublicense through multiple levels of sublicensees, discloseto 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, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.exercise

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Allogene Therapeutics, Inc.)

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