Common use of Invention and Patents Clause in Contracts

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-pany, and Executive hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tions, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. (c) Executive shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s obligations under this section will continue after the termination of his employment with the Company and that Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of Executive’s employment with the Company and notwithstanding anything in this Section 7 to the contrary, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m) for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s consent, not to be unreasonably withheld, and the Company will compensate Executive on a per diem basis at a per diem rate that is determined by dividing the Base Salary in effect when the Employment Term was terminated by 250 days.

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-panyCompany, and Executive hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. (c) Executive shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s 's obligations under this section will continue after the termination of his employment with the Company and that during his employment Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) Company. Executive further understands that after the termination of Executive’s employment with if he is not employed by the Company and notwithstanding anything in as an employee at the time he is requested to perform any obligations under this Section 7 to the contrarysection, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m) receive for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s consent, not to be unreasonably withheld, and the Company will compensate Executive on performance a reasonable per diem basis fee, as well as reimbursement of any expenses incurred at a per diem rate that is determined by dividing the Base Salary in effect when request of the Employment Term was terminated by 250 daysCompany.

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-panyCompany, and Executive hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. (c) Executive shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s 's obligations under this section will continue after the termination of his employment with the Company and that that, whether during or after his employment, Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of Executive’s employment with the Company and notwithstanding anything in this Section 7 to the contrary, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m) for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s consent, not to be unreasonably withheld, and the Company will compensate Executive on a per diem basis at a per diem rate that is determined by dividing the Base Salary in effect when the Employment Term was terminated by 250 daysCompany.

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-panyCompany, and Executive hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. (c) Executive shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s 's obligations under this section will continue after the termination of his employment with the Company and that Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of Executive’s 's employment with the Company and notwithstanding anything in this Section 7 to the contrary, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m9(l) for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s 's consent, not to be unreasonably withheld, and the Company will compensate Executive on a per diem basis at a per diem rate that is determined by dividing the Base Salary in effect when the Employment Term was terminated by 250 days.

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-panyCompany, and Executive hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. (c) Executive shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s obligations under this section will continue after the termination of his employment with the Company and that Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of Executive’s employment with the Company and notwithstanding anything in this Section 7 to the contrary, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m) for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s consent, not to be unreasonably withheld, and the Company will compensate Executive on a per diem basis at a per diem rate that is determined by dividing the Base Salary in effect when the Employment Term was terminated by 250 days.

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using any of the Company's Companies' data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by with the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-panyCompanies, and Executive hereby assigns to the CompanyCompanies, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company Companies at all times. (c) Executive shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s 's obligations under this section will continue after the termination of his employment with the Company and that during his employment Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) Company. Executive further understands that after the termination of Executive’s employment with if he is not employed by the Company and notwithstanding anything in as an employee at the time he is requested to perform any obligations under this Section 7 to the contrarysection, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m) receive for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s consent, not to be unreasonably withheld, and the Company will compensate Executive on performance a reasonable per diem basis fee, as well as reimbursement of any expenses incurred at a per diem rate that is determined by dividing the Base Salary in effect when request of the Employment Term was terminated by 250 daysCompany.

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-panyCompany, and Executive hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. (c) Executive shall assist provide reasonable assistance to the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all reasonable acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s 's obligations under this section will continue after the termination of his employment with the Company and that Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of Executive’s 's employment with the Company and notwithstanding anything in this Section 7 to the contrary, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m9(l) for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s 's consent, not to be unreasonably withheld, and the Company will compensate Executive on a per diem basis at a per diem rate that is determined by dividing the Base Salary in effect when the Employment Term was terminated by 250 days.

Invention and Patents. (a) Executive Consultant will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive Consultant shall develop, make, conceive or reduce to practice during ExecutiveConsultant's employment retention by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments related to anti-adhesion products shall be the sole property of the Com-panyCompany, and Executive Consultant hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive Consultant shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and and, to the extent related to anti-adhesion products, remain the sole property of the Company at all times. (c) Executive Consultant shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments related to anti-adhesion products in any country. Upon request, Executive Consultant shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive Consultant understands that ExecutiveConsultant’s obligations under this section Section 3 will continue after the termination of his employment retention with the Company and that Executive Consultant shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of ExecutiveConsultant’s employment retention with the Company and notwithstanding anything in this Section 7 3 to the contrary, Executive Consultant shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m) 3 for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to ExecutiveConsultant’s consent, not to be unreasonably withheld, and the Company will compensate Executive Consultant on a per diem basis at a per diem rate that is determined by dividing the Base Salary Consultant’s annual retention fee in effect when the Employment Term was term of the Agreement terminated or expired by 250 days.

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-pany, and Executive hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tions, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. (c) Executive shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s obligations under this section will continue after the termination of his employment with the Company and that Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of Executive’s employment with the Company and notwithstanding anything in this Section 7 to the contrary, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m9(l) for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s consent, not to be unreasonably withheld, and the Company will compensate Executive on a per diem basis at a per diem rate that is determined by dividing the Base Salary in effect when the Employment Term was terminated by 250 days.

Invention and Patents. (a) Executive will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive shall develop, make, conceive or reduce to practice during Executive's employment by the Company, either solely or jointly with others (collectively, "Developments"). All such Developments shall be the sole property of the Com-panyCom­pany, and Executive hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplica­tions, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. (c) Executive shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments in any country. Upon request, Executive shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive understands that Executive’s obligations under this section will continue after the termination of his employment with the Company and that Executive shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of Executive’s employment with the Company and notwithstanding anything in this Section 7 to the contrary, Executive shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m9(l) for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to Executive’s consent, not to be unreasonably withheld, and the Company will compensate Executive on a per diem basis at a per diem rate that is determined by dividing the Base Salary in effect when the Employment Term was terminated by 250 days.

Invention and Patents. (a) Executive Consultant will promptly and fully disclose to the Company any and all inventions, discoveries, trade secrets and improvements, whether or not patentable or whether or not they are made, conceived or reduced to practice during working hours or using the Company's data or facilities, which Executive Consultant shall develop, make, conceive or reduce to practice during ExecutiveConsultant's employment retention by the Company, either solely or jointly with others (collectively, "Developments"). All To the maximum extent permitted by law, all such Developments related to anti-adhesion products or otherwise related to any work performed by, or Confidential Information disclosed or made known to, Consultant in connection with Consultant’s activities hereunder (collectively, “Other SyntheMed Work”), shall be the sole property of the Com-panyCompany, and Executive Consultant hereby assigns to the Company, without further compensation, all his right, title and interest in and to such Developments and any and all related patents, patent applica-tionsapplications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. (b) Executive Consultant shall keep and maintain adequate and current written records of all Developments (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and and, to the extent related to anti-adhesion products or Other SyntheMed Work, remain the sole property of the Company at all times. (c) Executive Consultant shall assist the Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Developments related to anti-adhesion products or Other SyntheMed Work in any country. Upon request, Executive Consultant shall sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Company and to enable the Company its successors, assigns and nominees, to secure and enjoy the full exclusive benefits and advantages thereof. (d) Executive Consultant understands that ExecutiveConsultant’s obligations under this section Section 3 will continue after the termination of his employment retention with the Company and that Executive Consultant shall perform such obligations without further compensation, except (i) for reimbursement of expenses incurred at the request of the Company and (ii) that after the termination of ExecutiveConsultant’s employment retention with the Company and notwithstanding anything in this Section 7 3 to the contrary, Executive Consultant shall not be required to provide assistance to the Company in accordance with this Section 7 or Section 9(m) 3 for more than 50 hours during any twelve-month period. If the Company desires assistance beyond such 50-hour limitation, such assistance shall be subject to ExecutiveConsultant’s consent, not to be unreasonably withheld, and the Company will compensate Executive Consultant on a per diem basis at a per diem rate that is determined by dividing the Base Salary Consultant’s annual retention fee in effect when the Employment Term was term of the Agreement terminated or expired by 250 days. (e) The provisions of this Section 3 do not apply to any Development of Consultant if it (a) (i) was developed entirely on Consultant’s own time; (ii) was not made with the use of Confidential Information or any equipment, supplies, or facilities of SyntheMed; (iii) is unrelated, directly or indirectly, to the business of SyntheMed or to SyntheMed’s actual or demonstrably anticipated research or development; and (iv) did not result from any work performed by Consultant for SyntheMed or (b) otherwise qualifies fully under Section 2870 of the California Labor Code, if applicable.