Ownership of Innovations. Consultant and Company agree that, to the fullest extent legally possible, all Innovations will be works made for hire owned exclusively by Company. Consultant agrees that, regardless of whether the Innovations are legally works made for hire, all Innovations will be the sole and exclusive property of Company. Consultant hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Innovations, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Company’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Company in all respects and will execute documents, and, subject to the reasonable availability of Consultant, give testimony and take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Innovations. Consultant hereby appoints the officers of Company as Consultant’s attorney-in-fact to execute documents on behalf of Consultant for this limited purpose.
Ownership of Innovations. Buyer acknowledges (on behalf of itself and its Affiliates) that Seller or its Affiliates will exclusively own all right, title and interest in and to all cosmetic designs, ornamental appearance and trade dress embodied in Seller-Branded Products (including design patents and pending applications) regardless of whether the cosmetic design, ornamental appearance or trade dress originated solely with Seller or its Affiliates, solely with Buyer or its Affiliates or jointly with Seller, Buyer, their respective Affiliates and others. All such cosmetic design, ornamental appearance and trade dress rights and design patents and pending applications will be deemed the intellectual property of Seller or its Affiliates.
Ownership of Innovations. I hereby agree and acknowledge that all Innovations shall be deemed to be "works made for hire" belonging to Company. To the extent that any such Innovations, under applicable law, may not be considered work made for hire by me for Company, or to the extent that such Innovation is a patentable invention under Title 35 of the United States Code, I agree to assign, and upon creation automatically assign, and transfer to the Company, without further consideration, my entire right, title and interest (throughout the United States and in all other countries or jurisdictions), free and clear of all liens and encumbrances, in and to all Innovations, including all intellectual property rights in such Innovations, as well as any extensions and renewals thereof. Such assignment and transfer to the Company shall be continuous during my employment as of the relevant time of development of each such Innovation. The Company may, in its sole discretion, agree to provide consideration for certain Innovations through a written agreement between the Company and the undersigned which specifically provides for such consideration; in all other cases, no consideration shall be paid. The Innovations shall be the sole property of the Company, whether or not copyrightable or patentable or in a commercial stage of development.
Ownership of Innovations. All Innovations shall be the property of FivePrime and, to the fullest extent permitted by law, shall be "works made for hire." I hereby assign and agree to assign to FivePrime or its designee, without further consideration, the entire right, title and interest in and to all Innovations, including all rights to obtain, register, perfect, and enforce patents, copyrights, and other intellectual property rights or protections for Innovations. I will disclose promptly and in writing to the individual designated by FivePrime or to my immediate supervisor all Innovations that I have made or reduced to practice. For purposes of this Agreement, the term "Innovation" means any invention, discovery, improvement, trade secret or original work of authorship, whether or not patentable, that I discover, conceive, make, develop, reduce to practice or learn, alone or with others, in the course of my employment with FivePrime or from my use of Confidential Information. The term Innovation does not include any Excluded Inventions (as defined below). I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by FivePrime) of all Innovations made by me during the period of my employment by FivePrime, which records shall be available to, and remain the sole property of, FivePrime at all times.
Ownership of Innovations. Innovations shall be either jointly owned or solely owned by the party for whom ownership can be established under the provisions of U.S. patent law and licensed as provided herein. Unless otherwise agreed in writing between the Parties, and subject to CCF’s and Other Institution’s rights under Sections II.E and II.F of this Agreement, Panacela shall own absolutely and exclusively immediately upon their creation all rights, title and interest in and to any and all Innovations created solely by employees or agents of Panacela or Affiliates thereof (“Panacela Innovations”), including, but not limited to, all patents, trade marks, design rights (whether registrable or otherwise), copyright, database rights, trade secrets, know-how and all other intellectual property rights and equivalent rights or similar forms of protection existing anywhere in the world. Panacela shall have the sole and exclusive discretion regarding whether to seek protection (including, without limitation, patent protection) for Panacela Innovations.
Ownership of Innovations. Company shall be the owner of the work product and Innovations created, developed, prepared or submitted by me, in whole or in part, to the Company during the term of my employment with the Company. The Company shall also be the owner of all intellectual property rights in such work product and Innovations, including all rights of copyright, patent, trademark, trade secret, patent and other similar legal protections therein along with their foreign counterparts (including patents, utility models and industrial designs), continuations, divisionals, and extensions (hereinafter referred to as “IP Rights”). It is my intention and that of the Company that the work product and Innovations constitute a “work made for hire” as that term is used in the Federal Copyright Act even if I am hired as a consultant or for part-time employment. Moreover, I hereby agree to assign, and by these presents, do assign to the Company without further consideration all of my worldwide right, title and interest in and to such work product, Innovations and IP Rights. I shall assist the Company in every proper way as to all such Innovations to obtain and from time to time enforce IP Rights relating to said Innovations in any and all countries, and to that end I will execute all documents as the Company may desire, together with any assignments thereof to the Company or persons designated by it, and the Company shall reimburse me for any reasonable out-of-pocket expenses incurred by me in connection therewith. My obligation to assist the Company as provided herein shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for time actually spent by me at the Company’s request. If the Company is unable, after reasonable effort, to secure my signature on any documents or documents needed to apply for or prosecute any IP Right or similar protection relating to a work product or Innovation for any reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of any IP Right or similar protections thereon with the same legal force and effect as if executed by me and I hereby ratify, affirm and approve all such lawfully permitted acts accordingly.
Ownership of Innovations. Innovations shall be either jointly owned or solely owned as follows: (a) CCIA Inventions shall be owned solely by CCIA, (b) Panacela Inventions shall be owned solely by Panacela, and (c) Joint Inventions shall be jointly owned by CCIA and Panacela. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended.
Ownership of Innovations. Consultant and Company agree that, to the fullest extent legally possible, all Innovations will be works made for hire owned exclusively by Company. Consultant agrees that, regardless of whether the Innovations are legally works made for hire, all Innovations will be the sole and exclusive property of Company. Consultant hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Innovations, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Company’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Company in all respects and will execute documents, and, subject to the reasonable availability of Consultant, give testimony and take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Innovations. Consultant hereby appoints the officers of Company as Consultant’s attorney-in-fact to execute documents on behalf of Consultant for this limited purpose. The Company and Consultant agree that the obligation of Consultant to assign his rights to an invention to the Company shall not extend or apply to any invention outside the Exclusive Field that Consultant developed on his own time without using the Company’s equipment, supplies, facilities, or Confidential Information (as defined below). The Company acknowledges that the Consultant, in his capacity as a Professor at the University of North Carolina at Chapel Hill engages in academic, non-commercial research that is related to the Exclusive Fields using equipment, supplies, and facilities provided by the University and that such activities are expressly permitted by this Agreement. The Company further acknowledges that it shall have no rights hereunder to any discovery, invention, or other intellectual property developed or contributed to by Consultant outside the Exclusive Fields for any third parties (including without limitation any commercial businesses) without the use of Confidential Information or property or resources of the Company.
Ownership of Innovations. Consultant and the Company agree that, to the fullest extent legally possible, all Innovations will be works made for hire owned exclusively by the Company. Consultant agrees that, regardless of whether the Innovations are legally works made for hire, all Innovations will be the sole and exclusive property of the Company. Consultant hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest in and to the Innovations, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At the Company’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with the Company in all respects and will execute documents, and, subject to the reasonable availability of Consultant, give testimony and take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Innovations. Consultant hereby appoints the officers of the Company, as Consultant’s attorney-in-fact to execute documents on behalf of Consultant for this limited purpose. Consultant’s obligation to assist the Company shall continue beyond the termination of Consultant’s relationship with the Company, but the Company shall compensate Consultant at a reasonable rate after the termination of such relationship for time actually spent at the Company’s request providing such assistance.
Ownership of Innovations. Customer agrees that all Innovations shall be the property of Netscape and hereby assigns all of its rights in the Innovations and in all related patents, patent applications, copyrights, mask work rights, trademarks, trade secrets, rights of priority and other proprietary rights to Netscape. Customer acknowledges that Netscape, in its sole discretion, shall have the right to license any Innovation, and/or incorporate any Innovation into the Products, for use by other licensees or customers of Netscape. At Netscape's request and expense, Customer shall assist and cooperate with Netscape in all reasonable respects and shall execute documents, give testimony and take further acts as reasonably requested by Netscape to acquire, transfer, maintain and enforce patent, copyright, trademark, mask work, trade secret and other legal protection for the Innovations. Customer hereby appoints the officers of Netscape as in existence from time to time as its attorneys-in-fact to execute documents on its behalf for this limited purpose.
