Common use of Inventions and Works of Authorship Clause in Contracts

Inventions and Works of Authorship. (a) Consultant agrees to promptly and fully disclose in writing to Company any invention, discovery, development, improvement, method or product, know-how and data (collectively, “Inventions”), whether or not patentable, which are made, conceived or reduced to practice by Consultant during the term of this Agreement that result from any work performed by Consultant for Company pursuant to this Agreement. Consultant agrees that such inventions shall be the sole property of Company and does hereby assign to Company all right, title, and interest in and to such inventions. (b) Any reports, specifications or other materials (collectively, “Works”) prepared by Consultant for the purpose of or pursuant to this Agreement shall be the sole property of Company exclusively and shall be maintained in confidence by Consultant as a trade secret of the Company. To the extent that Works originated, developed or perfected constitutes an original work of authorship by Consultant, which is protectable by copyright, Consultant acknowledges that such work is a “work made for hire” as defined by the U.S. Copyright Act (17 U.S.C. §101 et seq.). (c) The Consultant agrees that if in the course of performing the Services, the Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest, (i) the Consultant shall inform Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to fully use, utilize, commercialize and otherwise exploit the Inventions, including any such invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest that is incorporated therein, and all rights necessary to make, have made, use, sell, offer to sell, develop, have developed, make derivative works, distribute, display, import, lease or otherwise dispose of Company products embodying, incorporating, or otherwise based on the Inventions. The Consultant shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission. (d) All of Company’s patents, copyrights, trade secrets and other intellectual property rights relating to the subject matter of this Agreement that were developed by Company prior to this Agreement or independent thereof shall be owned by Company and Consultant shall have no ownership, license, or other use rights therein except as set forth in this Agreement. (e) Consultant hereby assigns to the Company all of Consultant’s intellectual property rights (including copyrights, patents, and trademarks embodied in any Inventions or Works) that may arise from Consultant’s engagement by the Company. Consultant shall cooperate in executing any documents required to further confirm the foregoing assignment. The Consultant agrees that if the Company is unable because of the Consultant’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure the Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions and Works assigned to the Company above, then the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant’s agent and attorney in fact, to act for and in the Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by the Consultant.

Inventions and Works of Authorship. (a) Consultant agrees a. Pacira owns all right, title and interest to promptly any inventions and fully disclose in writing to Company any invention, discovery, development, improvement, method or productdiscoveries, know-how how, trade-secrets designs, developments, methods, modifications, improvements, processes, mask works, databases, computer programs, formulae, techniques, trademarks, graphics or images, and data (collectively, “Inventions”)audio or visual works and other works of authorship, whether or not patentablepatentable or copyrightable, which that are created, made, conceived or reduced to practice by Consultant during the term of this Agreement that result from either alone or jointly with any work performed employee, individual, contractor, or agent engaged by Consultant for Company pursuant to this Agreement. Consultant agrees that such inventions shall be the sole property of Company and does hereby assign to Company all right, title, and interest in and to such inventions. (b) Any reports, specifications or other materials Pacira (collectively, “WorksPersonnel”) prepared by Consultant for the purpose of ), or pursuant to this Agreement shall be the sole property of Company exclusively and shall be maintained in confidence by Consultant as a trade secret under Consultant’s direction, that arise out of the CompanyServices or that are based on or otherwise reflect any Confidential Information (as defined below) (collectively, “Inventions”). b. Consultant will promptly provide and fully disclose all Inventions to Pacira. To the extent that Works originated, developed or perfected constitutes an original work of authorship by Consultant, which is protectable by copyright, Consultant acknowledges that such work is all Services performed by Consultant are on a “work made for hire” as defined by basis, and Consultant hereby assigns and transfers and, to the U.S. Copyright Act (17 U.S.C. §101 et seq.)extent any such assignment cannot be made at present, will assign and transfer, to Pacira, in each case without additional consideration, all worldwide right, title and interest in all Inventions. Consultant further acknowledges that any assignment of Inventions includes an assignment of all moral rights. (c) c. The Consultant agrees that if in the course of performing the Services, the Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest, (i) the Consultant shall inform Company▇▇▇▇▇▇, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company Pacira is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to fully use, utilize, commercialize and otherwise exploit the Inventions, including any such invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest that is incorporated therein, and all rights necessary to make, have made, use, sell, offer to sell, develop, have developed, make derivative works, distribute, display, import, lease or otherwise dispose of Company Pacira products embodying, incorporating, or otherwise based on the Inventions. The Consultant shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company▇▇▇▇▇▇’s prior written permission. (d) d. All of CompanyPacira’s patents, copyrights, trade secrets and other intellectual property rights relating to the subject matter of this Agreement that were developed by Company Pacira prior to this Agreement or independent thereof shall be owned by Company Pacira and Consultant shall have no ownership, license, or other use rights therein except as set forth in this Agreement. (e) e. Consultant hereby assigns to the Company Pacira all of Consultant’s intellectual property rights (including copyrights, patents, and trademarks embodied in any Inventions or Works) that may arise from Consultant’s engagement by the CompanyPacira. Consultant shall cooperate in executing any documents required to further confirm the foregoing assignment. The Consultant agrees that if the Company Pacira is unable because of the Consultant’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure the Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions and Works assigned to the Company Pacira above, then the Consultant hereby irrevocably designates and appoints the Company Pacira and its duly authorized officers and agents as the Consultant’s agent and attorney in fact, to act for and in the Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by the Consultant. f. Consultant will acquire all rights from his/her Personnel that may be necessary for ▇▇▇▇▇▇ to record, perfect and maintain the rights set forth in this Section 5, free of any claims of such Personnel. Consultant warrants that Consultant has enforceable written agreements or policies with all of his/her Personnel who receive Pacira’s Confidential Information under this Agreement that assign to Consultant ownership of all Inventions created in the course of his/her engagement. g. Consultant shall assist Pacira, at ▇▇▇▇▇▇’s expense, to evidence, confirm, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Consultant irrevocably designates and appoints Pacira and its officers as its agents and attorneys-in-fact (coupled with an interest), with full power of substitution, to act for and in Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant.

Inventions and Works of Authorship. (a) Consultant agrees to promptly and fully disclose in writing to Company any invention, discovery, idea, work of authorship, development, improvement, method or product, know-how and data (collectively, “Inventions”), whether or not patentable, which are made, conceived or reduced to practice by Consultant during the term of this Agreement that either: (i) result from any work performed by Consultant for Company; or (ii) relate to the business of the Company pursuant to this Agreement(collectively, “Company Inventions”). Consultant agrees that such inventions Company Inventions shall be the sole property of Company and agrees to assign and does hereby assign to Company all right, title, and interest in and to such inventionsall Company Inventions, including any and all related patents, copyrights, trademarks, trade names, trade secrets and other industrial and intellectual property rights and applications therefor, anywhere in the world. Consultant hereby waives any moral rights in any Company Inventions to the maximum extent allowed under applicable law. (b) Any reportsConsultant will maintain adequate and current written records (in the form of notes, specifications or other materials (collectivelysketches, “Works”drawings and as may be specified by the Company) prepared by Consultant for to document the purpose making, conception and/or first actual reduction to practice of or pursuant to this Agreement any Company Invention. Such written records shall be available to and remain the sole property of the Company exclusively and shall be maintained in confidence by Consultant as a trade secret of the Company. To the extent that Works originated, developed or perfected constitutes an original work of authorship by Consultant, which is protectable by copyright, Consultant acknowledges that such work is a “work made for hire” as defined by the U.S. Copyright Act (17 U.S.C. §101 et seq.)at all times. (c) The Consultant agrees that if in the course of performing the Services, the Consultant incorporates into any Company Invention developed hereunder any invention, improvement, development, concept, discovery Invention or other proprietary information owned by the Consultant or in which the Consultant has an interest, (i) the Consultant shall inform Company and receive Company’s consent, in writing writing, before incorporating such invention, improvement, development, concept, discovery Invention or other proprietary information into any Company Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license right and license, with right to grant sublicenses, to fully use, reproduce, utilize, distribute (through multiple tiers of distribution), commercialize and otherwise exploit the Inventionssuch Invention, including any such invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest that is incorporated therein, a right and all rights necessary license to make, have made, use, sell, offer to sell, develop, have developed, make derivative works, distribute, display, import, lease or otherwise dispose of Company products embodying, incorporating, or otherwise based on the Inventions. The Consultant shall not incorporate any invention, improvement, development, concept, discovery Invention or other proprietary information owned by any third party into any Company Invention without Company’s prior written permission. (d) All of Company’s patents, copyrights, trade secrets and other intellectual property rights relating to the subject matter of this Agreement that were developed by Company prior to this Agreement or independent thereof shall be owned by Company and Consultant shall have no ownership, license, or other use rights therein except as set forth in this Agreement. (e) Consultant hereby assigns to the Company all of Consultant’s intellectual property rights (including copyrights, patents, and trademarks embodied in any Inventions or Works) that may arise from Consultant’s engagement by the Company. Consultant shall cooperate in executing any documents required as may be necessary or desirable to further confirm the foregoing assignmentassignment or to assist Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Company Invention. The Consultant agrees that if the Company is unable because of the Consultant’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure the Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions and Works assigned to the Company aboveInventions, then the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant’s agent and attorney in fact, to act for and in the Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by the Consultant.