Common use of Prior Inventions Clause in Contracts

Prior Inventions. Set forth in Exhibit B (Prior Inventions) attached hereto is a complete list of all Inventions that Executive has, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of Executive’s employment with the Company, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit B, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company, Executive incorporates any Prior Invention into any Company product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company and its affiliates a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

Prior Inventions. Set forth in Exhibit B (Prior Inventions) attached hereto is a complete list of Executive understands that all Inventions that inventions, if any, patented or unpatented, which Executive has, alone or jointly with others, conceived, developed created or reduced to practice made prior to the commencement of Executive’s 's employment with the Company, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”)Agreement. If disclosure of To preclude any such Prior Invention would cause Executive to violate any prior confidentiality agreementpossible uncertainty, Executive understands that Executive is not to has set forth on item 1 of Exhibit A attached hereto a complete list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Inventionof all of Executive's prior inventions, a listing including numbers of each person or entity to whom it belongsall patents and patent applications, and a brief description of all unpatented inventions which are not the fact property of a previous employer. Executive represents and covenants that full disclosure as to such Prior Inventions has not been made for that reason (it being understood the list is complete and that, if no Invention or disclosure is provided in Exhibit Bitems are on the list, Executive hereby represents and warrants has no such prior inventions. Executive agrees to notify the Company in writing before Executive makes any disclosure or performs any work on behalf of the Company which appears to threaten or conflict with proprietary rights which Executive claims in any invention or idea. Executive agrees that there are no Prior Inventions). If, if in the course of Executive’s employment with the Companyperforming services hereunder, Executive incorporates any Prior Invention into any Company product, process or machine the Company's Proprietary Information or otherwise uses utilizes any Prior Inventioninvention, improvement, development, concept, discovery or other proprietary information owned by Executive hereby grants to or in which Executive has an interest, the Company is hereby granted and its affiliates shall have a worldwide, non-exclusive, irrevocableroyalty-free, perpetual, fully paid-up and royalty-free irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sellmodify, offer for sale, import use and otherwise exploit sell such Prior Invention for any purposeitem as part of or in connection with such Proprietary Information.

Prior Inventions. Set forth in Exhibit B A (Prior Inventions) attached hereto is a complete list of all Inventions that Executive has, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of Executive’s employment with the Company, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive he is not to list such Prior Inventions in Exhibit B A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit BA, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company, Executive incorporates any Prior Invention into any Company product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company and its affiliates a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

Prior Inventions. Set forth in Exhibit B (Prior Inventions) attached hereto is The Participant has previously provided to an authorized representative of the Company a complete list of all Inventions that Executive the Participant has, alone or jointly with others, conceived, developed developed, created or reduced to practice prior to the commencement of Executivethe Participant’s employment or other service with the Company, that are Executivethe Participant’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive the Participant to violate any prior confidentiality agreement, Executive the Participant understands that Executive he or she is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit Bprovided, Executive the Participant hereby represents and warrants that there are no Prior Inventions). If, in the course of Executivethe Participant’s employment or other service with the Company, Executive the Participant incorporates any Prior Invention into any Company product, process or machine or otherwise uses any Prior Invention, Executive the Participant hereby grants to the Company and its affiliates Affiliates a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

Prior Inventions. Set forth in Recipient represents that Exhibit B (Prior Inventions) attached hereto is A provides a complete list of describing with particularity any and all Inventions that, as of the Effective Date: (i) Recipient (or any Recipient assignee(s)) owns or has an interest, (ii) that Executive has, alone or jointly with others, conceived, developed created or reduced to practice prior may relate to the commencement of ExecutiveCompany’s employment with the Companyactual or anticipated businesses, products, services, or research and development, and (iii) that are Executive’s property, and that not assigned to the Company acknowledges and agrees are excluded from the scope of under this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that; or, if no Invention or disclosure such list is provided in Exhibit Battached, Executive hereby Recipient represents and warrants that there are no Prior Inventions), and to the extent such Prior Inventions do exist and are not listed on Exhibit A, Recipient hereby forever waives any and all rights or claims of ownership to such Prior Inventions. IfRecipient understands that Recipient’s listing of any Inventions on Exhibit A does not constitute an acknowledgement by the Company of the existence or extent of such Inventions, in the course nor of ExecutiveRecipient’s employment with the Company, Executive incorporates ownership of such Inventions. Recipient shall not incorporate any Prior Invention Inventions listed on Exhibit A, Prior Inventions required to be listed on Exhibit A or Inventions otherwise owned by any third party into any Company productInvention without the Company’s prior written permission. Whether or not Recipient receives written permission, process or machine or unless the Company otherwise uses any Prior Inventionspecifically agrees in writing, Executive Recipient hereby irrevocably grants to the Company and its affiliates a worldwidenonexclusive, nonroyalty-exclusivefree, perpetual, irrevocable, perpetualtransferable, worldwide, fully paid-up and royalty-free license (with rights the right to sublicense through grant and authorize multiple tiers of sublicenseessublicenses) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, selluse, import, offer for sale, import sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Invention for Inventions, without restriction, including, without limitation, as part of, or in connection with, such Invention, and to practice any purposemethod related thereto.

Prior Inventions. Set forth in Exhibit B The Employee has attached hereto, as Schedule A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Employee (Prior Inventions) attached hereto is a complete list of all Inventions that Executive has, alone whether made solely by the Employee or jointly with others, conceived, ) that (i) were developed created or reduced to practice by Employee prior to the commencement of ExecutiveEmployee’s employment with the Company, that are Executive’s property, and that by the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive , (ii) relate to violate any prior confidentiality agreementthe Company’s actual or proposed business, Executive understands that Executive is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person products or entity to whom it belongsresearch and development, and (iii) are not assigned to the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood thatCompany hereunder; or, if no Invention or disclosure such list is provided in Exhibit Battached, Executive hereby the Employee represents and warrants that there are no such Prior Inventions). IfThe Employee will not incorporate any Prior Inventions into any Work Product, service or product of the Company or otherwise use any Prior Inventions in the course of ExecutiveEmployee’s employment with the Company without the Company’s prior written permission. Except to the extent set forth in Schedule A, the Employee hereby acknowledges that, if in the course of his/her service for the Company, Executive the Employee incorporates any Prior Invention into any a Company product, process or machine a Prior Invention owned by the Employee or otherwise uses any Prior Inventionin which he/she has an interest (with the prior written permission of the Company), Executive hereby grants to the Company is hereby granted and its affiliates shall have a worldwidenonexclusive, nonroyalty-exclusivefree, irrevocable, perpetual, fully paid-up worldwide right and royalty-free license (with rights which may be freely transferred by the Company to sublicense through multiple tiers of sublicenseesany other person or entity) to make, have made, modify, use, sell, sublicense, reproduce, modify, make adapt, prepare derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purposeand otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Prior Inventions. Set To preclude any possible uncertainty, the Employee has set forth in on Exhibit B (Prior Inventions) A attached hereto is a complete list of all Inventions Developments that Executive the Employee has, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of Executivethe Employee’s employment with the Company, Employer that are Executivethe Employee considers to be the Employee’s property, property or the property of third parties and that the Company acknowledges and agrees are Employee wishes to have excluded from the scope of this Agreement (collectively, “Prior Inventions”). The Employee has also listed on Exhibit A all patents and patent applications in which the Employee is named as an inventor, other than those which have been assigned to the Employer (“Other Patent Rights”). If disclosure of any Employee executes this Agreement and does not complete and deliver Exhibit A with such Prior Invention would cause Executive to violate any prior confidentiality agreementexecuted Agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit B, Executive hereby Employee represents and warrants that there are no Prior Inventions)Inventions or Other Patent Rights. If, in the course of Executivethe Employee’s employment with the CompanyEmployer, Executive the Employee incorporates any a Prior Invention into any Company an Employer product, process or machine or otherwise uses any Prior Inventionother work done for the Employer, Executive the Employee hereby grants to the Company and its affiliates Employer a worldwidenonexclusive, nonroyalty-exclusivefree, irrevocable, perpetual, fully paid-up and royalty-free worldwide license (with rights the full right to sublicense through multiple tiers of sublicenseessublicense) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sellmodify, offer for sale, import use and otherwise exploit sell such Prior Invention for Invention. Notwithstanding the foregoing, the Employee will not incorporate, or permit to be incorporated, Prior Inventions in any purposeEmployer-Related Development without the Employer’s prior written consent.

Prior Inventions. Set forth in Exhibit B (Prior Inventions) attached hereto is a complete list of all Inventions that Executive has, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of Executive’s employment with the Company, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit B, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company, Executive incorporates any Prior Invention or Non-Assignable Inventions (as defined below) into any Company product, process or machine or otherwise uses any Prior InventionInvention or Non-Assignable Inventions, Executive hereby grants to the Company and its affiliates a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

Prior Inventions. Set forth in Employee has disclosed on Exhibit B (Prior Inventions) attached hereto is a complete list of A all Inventions that Executive (i) Employee has, or Employee has caused to be, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of Executive’s beginning his employment with the Company, (ii) in which Employee has an ownership interest or that are Executive’s propertyEmployee has a license to use, and (iii) that the Company acknowledges and agrees are excluded Employee wishes to exclude from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Employee has listed no Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each A, Employee warrants that he has no such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit B, Executive hereby Inventions. Employee represents and warrants that there are no he did not incorporate, or permit to be incorporated, Prior Inventions)Inventions in any Company Inventions (defined below) without the Company’s prior written consent. If, in the course of ExecutiveEmployee’s employment with the Company, Executive incorporates any Employee incorporated a Prior Invention into any a Company productprocess, process or machine or otherwise uses any Prior Inventionother work, Executive Employee hereby grants to the Company and its affiliates a worldwide, non-exclusive, irrevocable, perpetual, fully paidfully-up paid and royalty-free license (free, irrevocable and worldwide license, with rights to sublicense through multiple tiers levels of sublicensees) , to use, reproduce, modify, make derivative works of, distribute, publicly perform, and publicly displaydisplay in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, import and otherwise exploit exercise any and all present or future rights in, such Prior Invention Invention, all without need to account to Employee in any way for any purposesuch uses.

Prior Inventions. Set forth in Exhibit B (Prior Inventions) attached hereto is a complete list of Executive understands that all Inventions that inventions, if any, patented or unpatented, which Executive has, alone or jointly with others, conceived, developed created or reduced to practice made prior to the commencement of Executive’s 's employment with the Company, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”)Agreement. If disclosure of To preclude any such Prior Invention would cause Executive to violate any prior confidentiality agreementpossible uncertainty, Executive understands that Executive is not to has set forth on item 1 of Exhibit A attached hereto a complete list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Inventionof all of Executive's prior inventions, a listing including numbers of each person or entity to whom it belongsall patents and patent applications, and a brief description of all unpatented inventions which are no-t the fact property of a previous employer. Executive represents and covenants that full disclosure as to such Prior Inventions has not been made for that reason (it being understood the list is complete and that, if no Invention or disclosure is provided in Exhibit Bitems are on the list, Executive hereby represents and warrants has no such prior inventions. Executive agrees to notify the Company in writing before Executive makes any disclosure or performs any work on behalf of the Company which appears to threaten or conflict with proprietary rights which Executive claims in any invention or idea. Executive agrees that there are no Prior Inventions). If, if in the course of Executive’s employment with the Companyperforming services hereunder, Executive incorporates any Prior Invention into any Company product, process or machine the Company's Proprietary Information or otherwise uses utilizes any Prior Inventioninvention, improvement, development, concept, discovery or other proprietary information owned by Executive hereby grants to or in which Executive has an interest, the Company is hereby granted and its affiliates shall have a worldwide, non-exclusive, irrevocableroyalty-free, perpetual, fully paid-up and royalty-free irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sellmodify, offer for sale, import use and otherwise exploit sell such Prior Invention for any purposeitem as part of or in connection with such Proprietary Information.

Prior Inventions. Set forth in Exhibit B (Prior Inventions) attached hereto is a complete list of all Inventions that Executive has, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of Executive’s employment with the Company, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit B, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company, Executive incorporates any Prior Invention into any Company product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company and its affiliates subsidiaries a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

Prior Inventions. Set forth in Exhibit B The Employee has attached hereto, as Schedule A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Employee (Prior Inventions) attached hereto is a complete list of all Inventions that Executive has, alone whether made solely by the Employee or jointly with others, conceived, ) that (i) were developed created or reduced to practice by Employee prior to the commencement of ExecutiveEmployee’s employment with the Company, that are Executive’s property, and that by the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive , (ii) relate to violate any prior confidentiality agreementthe Company’s actual or proposed business, Executive understands that Executive is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person products or entity to whom it belongsresearch and development, and (iii) are not assigned to the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood thatCompany hereunder; or, if no Invention or disclosure such list is provided in Exhibit Battached, Executive hereby the Employee represents and warrants that there are no such Prior Inventions). IfThe Employee will not incorporate any Prior Inventions into any Work Product, service or product of the Company or otherwise use any Prior Inventions in the course of ExecutiveEmployee’s employment with the Company without the Company’s prior written permission. Except to the extent set forth in Schedule A, the Employee hereby acknowledges that, if in the course of her service for the Company, Executive the Employee incorporates any Prior Invention into any a Company product, process or machine a Prior Invention owned by the Employee or otherwise uses any Prior Inventionin which he/she has an interest (with the prior written permission of the Company), Executive hereby grants to the Company is hereby granted and its affiliates shall have a worldwidenonexclusive, nonroyalty-exclusivefree, irrevocable, perpetual, fully paid-up worldwide right and royalty-free license (with rights which may be freely transferred by the Company to sublicense through multiple tiers of sublicenseesany other person or entity) to make, have made, modify, use, sell, sublicense, reproduce, modify, make adapt, prepare derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purposeand otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Prior Inventions. Set forth The Employee has disclosed in Exhibit B (Prior Inventions) attached hereto is Schedule A, a complete list of all Inventions that Executive the Employee has, or has caused to be, alone or jointly with others, conceived, developed created developed, or reduced to practice prior to the commencement of Executive’s employment with his/her engagement by the Company, that are Executive’s propertyin which the Employee has an ownership interest or which he/she has a license to use, and that the Company acknowledges and agrees are Employee wishes to have excluded from the scope of this Agreement (collectively, collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such no Prior Inventions are listed in Exhibit B but is only to disclose where indicated a cursory name for each such Prior InventionSchedule A, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit B, Executive hereby represents and Employee warrants that there are no Prior Inventions). IfThe Employee agrees that he/she will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions. Notwithstanding the foregoing, if, in the course of Executivethe Employee’s employment engagement with the Company, Executive the Employee incorporates any a Prior Invention into any a Company productprocess, process machine, Company Inventions or machine or otherwise uses any other work, the Employee shall, as a condition to such incorporation (i) seek the Company’s prior written consent to such incorporation of Prior Invention, Executive hereby grants to Inventions in the Company’s Inventions; and (ii) grant the Company and its affiliates a worldwide, non-exclusive, irrevocable, perpetual, fully paidfully-up paid and royalty-free license (free, irrevocable and worldwide license, with rights to sublicense through multiple tiers levels of sublicensees) sub-licensees, to use, reproduce, modify, make derivative works of, distribute, publicly perform, and publicly displaydisplay in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, import and otherwise exploit exercise any and all present or future rights in, such Prior Invention for any purposeInvention. The Employee agrees that his/her failure to obtain the Company’s prior consent shall not affect the grant of license relating to Prior Inventions as specified under this Section 2.5.

Prior Inventions. Set forth in Exhibit B (Prior Inventions) attached hereto is a complete list of all Inventions that Executive has, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of Executive’s employment with the Company, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit B but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit B, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company, Executive incorporates any Prior Invention into any Company product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company and its affiliates subsidiaries a worldwide, non-exclusive, irrevocable, perpetual, fully paid-paid- up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.