Invention Assignment Agreement. Each Group Company has secured from all (i) consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development for any Group Company of any Intellectual Property that is material to the Business as currently conducted, and (ii) named inventors of patents and patent applications owned by any Group Company (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and to the knowledge of the Company and to the extent permissible under applicable laws, each Group Company has obtained the waiver of all non-assignable rights. Without limiting the foregoing, each Group Company has obtained written proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors and, in the case of patents and patent applications, where required under applicable laws, to the knowledge of the Company such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Purchaser copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents and patent applications the Company has provided to Purchaser copies of all such assignments.
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Sources: Stock Purchase Agreement (Grail, Inc.), Stock Purchase Agreement (Grail, Inc.)