Common use of Prior Inventions Clause in Contracts

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 40 contracts

Sources: Employee Proprietary Information, Inventions, and Non Competition Agreement (Intra-Cellular Therapies, Inc.), Employee Proprietary Information, Inventions, and Non Competition Agreement (Intra-Cellular Therapies, Inc.), Employee Proprietary Information, Inventions, and Non Competition Agreement (Intra-Cellular Therapies, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 33 contracts

Sources: Employment Agreement (MEI Pharma, Inc.), Employment Agreement (MEI Pharma, Inc.), Employment Agreement (MEI Pharma, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 23 contracts

Sources: Separation Agreement (Allos Therapeutics Inc), Consultant Agreement (Allos Therapeutics Inc), Key Employee Agreement (National Information Consortium)

Prior Inventions. Inventions, if any, patented or unpatented, which I Director made prior to the commencement of my employment with the Company Service Period are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have Director has set forth on Exhibit A Attachment B (Previous Inventions) attached hereto a complete list of all Inventions that I have, Director has or caused to be (alone or jointly with others, conceived, developed or reduced to practice or caused to be ) conceived, developed or reduced to practice prior to the commencement of my employment with the CompanyService Period, that I consider Director considers to be my his property or the property of third parties and that I wish Director wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If such disclosure of any such Prior Invention would cause me Director to violate any prior confidentiality agreement, I understand that I am Director shall not to list such Prior Inventions in Exhibit A Attachment B but am only to disclose a cursory name for each such inventionInvention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A Attachment B for such purpose. If no such disclosure is attached, I represent Director represents that there are no Prior Inventions. If, in during the course of my employment with the CompanyService Period, I incorporate Director incorporates a Prior Invention into a Company Corporation product, process or machine, the Company Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree Director agrees that I he will not incorporate, or permit to be incorporated, Prior Inventions in any Company Corporation Inventions without the CompanyCorporation’s prior written consent.

Appears in 21 contracts

Sources: Director Retainer Agreement (King Resources, Inc.), Director Retainer Agreement (Tianci International, Inc.), Director Retainer Agreement (Tianci International, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(iesparty (ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 17 contracts

Sources: Employment Agreement (Lumos Pharma, Inc.), Employment Agreement (Lumos Pharma, Inc.), Employment Agreement (Lumos Pharma, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 17 contracts

Sources: Employment Agreement (Pure Bioscience, Inc.), Employment Agreement (Pure Bioscience, Inc.), Employment Agreement (Pure Bioscience)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 13 contracts

Sources: Separation Agreement (Caliper Life Sciences Inc), Preferred Stock Purchase Agreement (Aurora Biosciences Corp), Key Employee Agreement (Caliper Technologies Corp)

Prior Inventions. Inventions, if any, patented (a) On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, and (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior Inventions. If, Inventions exist as of the date of this Agreement. (b) I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the signature page to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentthis Agreement.

Appears in 12 contracts

Sources: Executive Employment Agreement (Sportsman's Warehouse Holdings, Inc.), Executive Employment Agreement (Mind Medicine (MindMed) Inc.), Executive Employment Agreement (Mind Medicine (MindMed) Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit Schedule A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit Schedule A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit Schedule A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 7 contracts

Sources: Employment Agreement (StarTek, Inc.), Employment Agreement (StarTek, Inc.), Employment Agreement (Startek Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. , Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 7 contracts

Sources: Key Employee Agreement (Nic Inc), Key Employee Agreement (Nic Inc), Key Employee Agreement (Nic Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I the Executive made prior to the commencement of my the Executive’s employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have the Executive agrees to set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I havethe Executive has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my the Executive’s employment with the Company, that I consider the Executive considers to be my his property or the property of third parties and that I wish the Executive wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me the Executive to violate any prior confidentiality agreement, I understand the Executive understands that I am he is not to list such Prior Inventions in Exhibit A B but am is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent the Executive represents that there are no Prior Inventions. If, in the course of my the Executive’s employment with the Company, I incorporate the Executive incorporates a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree the Executive agrees that I he will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 6 contracts

Sources: Executive Employment Agreement (Martek Biosciences Corp), Executive Employment Agreement (Martek Biosciences Corp), Executive Employment Agreement (Martek Biosciences Corp)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Prior Inventions) attached hereto a complete list of all Inventions inventions, original works of authorship, developments, improvements and trade secrets that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions product, process, service or Company Invention without the Company’s prior written consent.

Appears in 5 contracts

Sources: Employment Agreement (Bumble Inc.), Employment Agreement (Bumble Inc.), Employment Agreement (Bumble Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I Executive made prior to the commencement of my employment with the Company Service Period are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have Executive has set forth on Exhibit A Attachment B (Previous Inventions) attached hereto a complete list of all Inventions that I have, Executive has or caused to be (alone or jointly with others, conceived, developed or reduced to practice or caused to be ) conceived, developed or reduced to practice prior to the commencement of my employment with the CompanyService Period, that I consider Executive considers to be my his property or the property of third parties and that I wish Executive wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If such disclosure of any such Prior Invention would cause me Executive to violate any prior confidentiality agreement, I understand that I am Executive shall not to list such Prior Inventions in Exhibit A Attachment B but am only to disclose a cursory name for each such inventionInvention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A Attachment B for such purpose. If no such disclosure is attached, I represent Executive represents that there are no Prior Inventions. If, in during the course of my employment with the CompanyService Period, I incorporate Executive incorporates a Prior Invention into a Company Corporation product, process or machine, the Company Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree Executive agrees that I he will not incorporate, or permit to be incorporated, Prior Inventions in any Company Corporation Inventions without the CompanyCorporation’s prior written consent.

Appears in 5 contracts

Sources: Proprietary Information, Inventions and Non Competition Agreement, Employment Agreement (Cosmos Group Holdings Inc.), Employment Agreement (Cosmos Group Holdings Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit Schedule A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit Schedule A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit Schedule A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall will have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use make derivative works of, publicly perform, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 5 contracts

Sources: Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.)

Prior Inventions. Inventions, if any, patented (a) On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made prior or acquired by me before my date of first employment by Company, and (ii) may relate to the commencement of my employment with the Company Company’s business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I agree, represent and warrant that there are no Inventions that would be classified as Prior Inventions. If, Inventions exist as of the date of this Agreement. (b) If I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this Section 2.3(b), “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the signature page to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentthis Agreement.

Appears in 4 contracts

Sources: Executive Non Competition Agreement, Confidentiality, Non Competition and Non Solicitation Employment Agreement, Employee Confidential Information and Inventions Assignment Agreement (Y-mAbs Therapeutics, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with for the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A A-1 (Previous Inventions) attached hereto to this Agreement a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such these Prior Inventions in Exhibit A A-1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such the inventions has not been made for that reason. A space is provided on Exhibit A A-1 for such this purpose. If no such disclosure is attached, I represent and warrant that there are no Prior Inventions. If, in the course of my employment with for the Company, I incorporate a Prior Invention into a Company product, process or machine, I hereby grant the Company, and the Company is hereby granted has and shall have will have, a nonexclusive, royalty-free, fully paid up, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use have modified, use, have used, sell and sell such have sold the Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined in Section 2.3 below) without the Company’s 's prior written consent.

Appears in 4 contracts

Sources: Employment Agreement (Inhibrx Biosciences, Inc.), Employment Agreement (Inhibrx Biosciences, Inc.), Employment Agreement (Inhibrx Biosciences, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. , Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 4 contracts

Sources: Key Employee Agreement (Nic Inc), Key Employee Agreement (Nic Inc), Key Employee Agreement (Nic Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company Rigel are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment work placement with the Company▇▇▇▇▇, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Companyat Rigel, I incorporate a Prior Invention into a Company Rigel product, process or machine, the Company Rigel is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Rigel Inventions without the Company’s ▇▇▇▇▇’▇ prior written consent.

Appears in 4 contracts

Sources: Employment Agreement (Rigel Pharmaceuticals Inc), Employment Agreement (Rigel Pharmaceuticals Inc), Employment Agreement (Rigel Pharmaceuticals Inc)

Prior Inventions. Inventions, if any, patented i. On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, and (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior InventionsInventions exist as of the date of this Agreement. ii. If, I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the signature page to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentthis Agreement.

Appears in 4 contracts

Sources: Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A 1 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A 1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A 1 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 4 contracts

Sources: Employment Agreement (Senomyx Inc), Executive Employment Agreement (Mymetics Corp), Employment Agreement (Sorrento Networks Corp)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention Invention 1. would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 4 contracts

Sources: Stockholders Agreement (Globeimmune Inc), Stockholders Agreement (Globeimmune Inc), Employee Proprietary Information and Inventions Agreement (Globeimmune Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention on Exhibit A would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 4 contracts

Sources: Senior Management Key Employee Agreement (Invision Technologies Inc), Senior Management Key Employee Agreement (Invision Technologies Inc), Senior Management Key Employee Agreement (Invision Technologies Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Prior 1. Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 3 contracts

Sources: Change of Control Agreement (Repeater Technologies Inc), Change of Control Agreement (Repeater Technologies Inc), Change of Control Agreement (Repeater Technologies Inc)

Prior Inventions. Inventions, if any, patented or unpatentednot patented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B-2 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B-2 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B-2 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub licensees`) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 3 contracts

Sources: Employment Agreement (Previo Inc), Employment Agreement (Previo Inc), Employment Agreement (Previo Inc)

Prior Inventions. (a) Attached hereto as Exhibit A is a list describing all Inventions, if any, patented that (a) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, and (b) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior Inventions. If, Inventions exist as of the date of this Agreement. (b) I acknowledge and agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License Event”), I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Prior Inventions or Nonassignable Invention, I hereby granted grant to Company, (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and shall have a nonexclusive, royalty-free, irrevocableirrevocable and worldwide license, perpetual, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, modifyuse, use sell, import, offer for sale, and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, exercise any and all present or permit to be incorporatedfuture rights in, Prior Inventions and Nonassignable Inventions, provided that the foregoing license shall only apply in connection with a License Event. To the extent that any Company third parties have any rights in or to any Prior Inventions without or any Nonassignable Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the Company’s prior written consent.right to grant the license stated above. 200437866 v5

Appears in 3 contracts

Sources: Executive Employment Agreement (Cooper Companies Inc), Executive Employment Agreement (Cooper Companies Inc), Executive Employment Agreement (Cooper Companies Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall will have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use make derivative works of, publicly perform, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 3 contracts

Sources: Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.)

Prior Inventions. InventionsI acknowledge that this Section 3 requiring assignment of Inventions to the Company may not apply to any inventions the applicable statutory provision for my state of employment set forth in Exhibit C, if any, patented or unpatentedprovides I cannot be required to assign. I acknowledge that I reviewed the applicable state statutory provision, which I made if any, in Exhibit C prior to the commencement of my employment with the Company are excluded from the scope execution of this Agreement. To preclude any possible uncertaintyNevertheless, I shall comply with the provisions of this Section 3 and disclose any inventions that I believe are not subject to assignment under this Agreement, pursuant to state law or otherwise, so that the Company may make its assessment. On Exhibit B attached to this Agreement I have set forth on Exhibit A (Previous Inventions) attached hereto included a complete list list, with nonconfidential descriptions, of all Inventions any inventions, ideas, reports and other creative works that I have, alone made or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice conceived prior to the commencement of my employment with the Company, in each case limited to items that are owned by me or by an entity controlled by me, or items that I consider or an entity controlled by me may license to be my property or others (collectively, the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such inventionor, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If if no such disclosure list is attached, attached I represent and warrant that there are no such Prior Inventions. IfI intend that the items on that list and only the items on that list shall be excluded from the restrictions set forth in this Agreement. I will not assert any right, title or interest in the course of or to any invention or claim that I made, conceived or acquired any invention before my employment with the CompanyCompany unless I have specifically identified that invention on the attached Exhibit B. In the event that any Prior Invention is incorporated into or necessary for the use of any Invention, I incorporate a Prior Invention into a Company product, process or machine, hereby grant the Company is hereby granted and shall have a nonexclusivean unrestricted, royalty-freeperpetual, irrevocable, perpetualtransferable, worldwide license (worldwide, royalty free, paid-up, non-exclusive license, with rights the right to sublicense grant sublicenses through multiple tiers of sublicensees) tiers, under all intellectual property and other rights with respect to the Prior Invention, to make, have made, modifyuse, use sell, offer to sell, import, reproduce, prepare derivative works, distribute, perform, display and sell such otherwise fully exploit, and reproduce the Prior Invention and any products, services, methods, processes, technologies and other items derived from, incorporating or using the Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporatefor commercial, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentinternal business and all other purposes.

Appears in 3 contracts

Sources: Employment Agreement (Applied Digital Corp.), Offer of Continued Employment (Applied Digital Corp.), Employment Agreement (Applied Digital Corp.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A 1 (Previous Prior Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A 1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A 1 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub-licensees) to make, have made, modify, use make derivative works of, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 3 contracts

Sources: Employment Agreement (Paratek Pharmaceuticals, Inc.), Employment Agreement (Paratek Pharmaceuticals, Inc.), Employment Agreement (Paratek Pharmaceuticals, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A 1 (Previous Prior Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A 1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A 1 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use make derivative works of, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 3 contracts

Sources: Employment Agreement (Paratek Pharmaceuticals, Inc.), Employment Agreement (Paratek Pharmaceuticals, Inc.), Employment Agreement (Paratek Pharmaceuticals, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, registered or unregistered, which I made made, conceived, developed, authored or first reduced to practice prior to the commencement of my employment or engagement as independent contractor with the Company COMPANY are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed developed, authored or first reduced to practice or caused to be conceived, developed developed, authored or first reduced to practice prior to the commencement of my employment or engagement as independent contractor with the CompanyCOMPANY, that I consider to be my property or the property of third parties (except to the extent that I have assigned all my right, title and interest in such invention to a former employer) and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Item 1 of Exhibit A but am only to disclose disclose, in Item 2 of Exhibit A, a cursory name for each such invention, a listing of invention and the party(ies) party to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space duty of confidentiality is provided on Exhibit A for such purposeowed. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment or engagement as independent contractor with the CompanyCOMPANY, I incorporate a Prior Invention which I own or have the right to license into the COMPANY product, process or machine (or use such Prior Invention to create a Company COMPANY product, process or machine), the Company COMPANY is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company the COMPANY Inventions (or use such Prior Invention to create a COMPANY product, process or machine) without the CompanyCOMPANY’s prior written consent.

Appears in 3 contracts

Sources: Merchant Acquisition Agreement (Noble Vici Group, Inc.), Merchant Acquisition Agreement (Noble Vici Group, Inc.), Merchant Acquisition Agreement (Noble Vici Group, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machinemachine of the Company or any other Related Company, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined in Section 2.3 below) without the Company’s prior written consent.

Appears in 3 contracts

Sources: Executive Employment Agreement (Leap Therapeutics, Inc.), Executive Employment Agreement (Leap Therapeutics, Inc.), Executive Employment Agreement (Leap Therapeutics, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on in Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions intellectual property that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the CompanyCorporation, that which I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions Invention in Exhibit A but am only to disclose a cursory name for each such inventionPrior Invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the CompanyCorporation, I incorporate a Prior Invention into a Company product, process or machine, the Company Corporation is hereby granted and shall have a nonexclusive, non-exclusive royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub-licensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions inventions, technology or products of the Corporation without the CompanyCorporation’s prior written consent. Any intellectual property conceived, developed or reduced to practice by me during the period of my employment and which does not constitute Work Product shall remain my sole and exclusive property and is not subject to assignment, provided same is forthwith disclosed in writing to the Corporation.

Appears in 2 contracts

Sources: Non Disclosure and Ipr Assignment Agreement, Non Disclosure and Ipr Assignment Agreement

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to use, make, have made, modifyoffer for sale such Invention, use and sell to reproduce, create derivative works of, distribute, publicly perform and publicly display such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 2 contracts

Sources: Separation Agreement (SendGrid, Inc.), Separation Agreement (SendGrid, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A 1 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A 1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A 1 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 2 contracts

Sources: Employment Agreement (Sourcefire Inc), Employment Agreement (Sourcefire Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions (defined below) in any Company Inventions Invention (defined below) without the Company’s prior written consent. I have attached hereto, as Exhibit A, a complete list describing with particularity all Inventions, which were made by me prior to the commencement of the Relationship (collectively referred to as “Prior Inventions”), which belong solely to me or belong to me jointly with another, which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course of my Relationship with the Company, I have incorporated, or do incorporate, a Prior Invention into any Company product, process, machine, or Company Invention, I hereby unconditionally grant to Company a non-exclusive, perpetual, irrevocable, perpetual, worldwide, fully paid right and license, with the right to sublicense through multiple levels of sublicensees, under all of my Intellectual Property Rights in any and all Prior Inventions used or incorporated in any Company Invention or otherwise used by me in performance of my obligations in connection with the Relationship to: (1) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Company Invention in any medium or format, whether now known or hereafter discovered, (2) use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Company Invention, and (3) exercise any and all other present or future rights in the Company Invention.

Appears in 2 contracts

Sources: Confidential Information and Invention Assignment Agreement (Credo Technology Group Holding LTD), Confidential Information and Invention Assignment Agreement (Credo Technology Group Holding LTD)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment service provider relationship with the Company ICO are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment service provider relationship with the CompanyICO, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment service provider relationship with the CompanyICO, I incorporate a Prior Invention into a Company an ICO product, process or machine, the Company ICO is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use reproduce, make derivative works of, publicly perform, publicly display, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the CompanyICO’s prior written consent.

Appears in 2 contracts

Sources: Separation Agreement (ICO Global Communications (Holdings) LTD), Separation Agreement (ICO Global Communications (Holdings) LTD)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with service to the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto below is a complete list of all Inventions inventions and copyrightable material or creations that I you have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with service to the Company, that I you consider to be my your property or the property of third parties and that I you wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me you to violate any prior confidentiality agreement, I you understand that I am you are not to list such Prior Inventions in Exhibit A below but am shall only to disclose a cursory name for each such inventionPrior Invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions Prior Inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attachedlisted below, I you represent that there are no Prior Inventions. If, in the course of my employment with your service to the Company, I you incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I you agree that I you will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions invention without the Company’s prior written consent.. List of All Prior Inventions or Improvements ☐ No inventions or improvements ☐ See below: ☐ Additional sheets attached Due to a prior confidentiality agreement, full disclosure cannot be completed with respect to Prior Inventions or improvements generally listed below, and the proprietary rights and duty of confidentiality with respect to such Prior Inventions is owed to the following party(ies): Name of Invention or Improvement Party(ies) To Whom it Belongs and Relationship

Appears in 2 contracts

Sources: Employment Agreement (Lianluo Smart LTD), Employment Agreement (Lianluo Smart LTD)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Prior Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions Invention in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) party to whom it belongs and the fact that full disclosure as to such inventions Prior Invention has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machinedevelopment of the Company or its affiliates, the Company is and its affiliates are hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub licensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined below) without the Company’s prior written consent.

Appears in 2 contracts

Sources: Employment Agreement (Chimerix Inc), Employment Agreement (Chimerix Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior InventionsPRIOR INVENTIONS”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 2 contracts

Sources: Employment Agreement, Employment Agreement (Petco Animal Supplies Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on in Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions intellectual property that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the CompanyCorporation, that which I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions Invention in Exhibit A but am only to disclose a cursory name for each such inventionPrior Invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. , If, in the course of my employment with the CompanyCorporation, I incorporate a Prior Invention into a Company product, process or machine, the Company Corporation is hereby granted and shall have a nonexclusive, non-exclusive royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub-licensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions inventions, technology or products of the Corporation without the CompanyCorporation’s prior written consent. Any intellectual property conceived, developed or reduced to practice by me during the period of my employment and which does not constitute Work Product shall remain my sole and exclusive property and is not subject to assignment, provided same is forthwith disclosed in writing to the Corporation.

Appears in 2 contracts

Sources: Employment Agreement, Employment Agreement (Yappn Corp.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment engagement with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A 1 (Previous Prior Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment engagement with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A 1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment engagement with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use make derivative works of, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 2 contracts

Sources: Consulting Agreement (Soulpower Acquisition Corp.), Consulting Agreement (Soulpower Acquisition Corp.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A C-2 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A C-2 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A C-2 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 2 contracts

Sources: Employment Agreement (Favrille Inc), Employment Agreement (Favrille Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A 2 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A 2 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A 2 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined in Section 2.3.) without the Company’s 's prior written consent. Employee shall have until February 2, 2019 to finalize information on Exhibit 2 at which time the Company and Employee will each date an initial Exhibit 2 and any additional sheets.

Appears in 2 contracts

Sources: Employment Agreement (NewBridge Global Ventures, Inc.), Employment Agreement (NewBridge Global Ventures, Inc.)

Prior Inventions. The term “Prior Inventions” shall mean any and all trade secrets, if anyknow-how, ideas, confidential knowledge, improvements, discoveries, developments, processes, designs, techniques, formulas, formulations, source and object codes, data, programs, other works of authorship, organisms, plasmids, expression vectors, cell lines, and chemical, biological and other material and their progeny, clones and derivatives, including all genetically-engineered plant and animals, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company. To preclude any possible uncertainty over what is a Prior Invention, I have set forth on Exhibit B attached hereto a complete list of all Prior Inventions that I consider to be in whole or part my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”)Agreement. If disclosure of any such Prior Invention on Exhibit B would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each inform the Company that all such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has Prior Inventions have not been made listed for that reason. A space Exhibit B is provided on Exhibit A for such purposeincorporated into this Agreement as if fully set forth herein. If no such disclosure is attached, I represent will promptly inform the Company in writing of any Prior Inventions that there are no Prior Inventions. If, in occur between the course of time I sign this Agreement and the time my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentcommences.

Appears in 2 contracts

Sources: Executive Employment Agreement Addendum (Xencor Inc), Executive Employment Agreement Addendum (Xencor Inc)

Prior Inventions. Inventions, if any, Any and all Inventions (whether patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice practice, or caused to be conceived, developed or reduced to practice practice, prior to the commencement of my employment with the Company, that I consider Company (collectively referred to be as “Prior Inventions”) are either my property or the property of third parties and that I wish to have are excluded from the scope of this Agreement (collectively referred Agreement, except if and to as “the extent the provisions set forth below in this Section 2.2 are made expressly applicable to Prior Inventions”). To preclude any possible uncertainty, I have set forth on Exhibit A (Prior Inventions) attached hereto a list of Prior Inventions. If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to disclose such Prior Invention or to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) party or parties to whom it belongs belongs, and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no I do not attach such disclosure is attacheddisclosure, I represent am representing thereby that there are no Prior Inventions. Notwithstanding the foregoing provisions of this Section 2.2 that provide that Prior Inventions are excluded from the scope of this Agreement, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined in Section 2.3 below), or any product, process or machine of the Company or any of its subsidiaries or controlled affiliates, without the Company’s prior written consent. If, in the course of my employment with the Company, I incorporate a Prior Invention into any Company Inventions or into a Company product, process or machinemachine of the Company or any of its subsidiaries or controlled affiliates, then, notwithstanding the foregoing provisions of this Section 2.2 that provide that Prior Inventions are excluded from the scope of this Agreement, the Company is hereby granted and shall have a nonexclusive, royalty-royalty free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have cause to be made, modify, use cause to be modified, use, cause to be used and sell or cause to be sold such Prior Invention. Notwithstanding In addition, and notwithstanding anything express or implied in the foregoingforegoing provisions of this Section 2.2 to the contrary, I agree any Invention that I will would otherwise be a Prior Invention for purposes of this Section 2.2 shall not incorporatebe deemed or treated as a Prior Invention for purposes of this Section 2.2 if the Company or any of its subsidiaries or controlled affiliates acquires ownership of such Invention, or permit if the Company or any of its subsidiaries or controlled affiliates licenses such Invention, pursuant to be incorporated, Prior Inventions in the provisions of a separate agreement entered into by the Company or any Company Inventions without the Company’s prior written consentof its subsidiaries or controlled affiliates with me or any other person.

Appears in 2 contracts

Sources: Confidentiality and Inventions Assignment Agreement (Biospecifics Technologies Corp), Confidentiality and Inventions Assignment Agreement (Biospecifics Technologies Corp)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to to 1. whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 2 contracts

Sources: Employment Agreement (Ruckus Wireless Inc), Separation Agreement (Leapfrog Enterprises Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A Schedule 1 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A Schedule 1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A Schedule 1 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 2 contracts

Sources: Employment Agreement (Averion International Corp.), Employment Agreement (Averion International Corp.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company Group are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Prior Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the CompanyCompany Group or that I have an ownership interest in or which I have a license to use, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the CompanyCompany Group, I incorporate a Prior Invention into a Company Group product, process process, machine or machineother work, the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetualassumable, perpetual and worldwide license (with rights to sublicense through multiple tiers of sublicensees) to reproduce, make, have made, make derivative works of, copy, distribute, publicly perform, publicly display in any form or medium, whether now known or later developed, modify, use use, sell, import, offer for sale and sell exercise any and all present or future rights in, such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Group Inventions without the Company’s prior written consent. Notwithstanding the foregoing, I acknowledge and agree that if I use any of my Prior Inventions in the scope of my employment, or include them in any product or service of the Company Group, I hereby grant to the Company a perpetual, irrevocable, nonexclusive, world-wide, royalty-free license to use, disclose, make, sell, copy, distribute, modify and create works based on, perform or display such Prior Inventions and to sublicense third parties with the same rights.

Appears in 2 contracts

Sources: Employee Proprietary Information and Inventions Assignment Agreement, Employee Proprietary Information and Inventions Assignment Agreement (Ohr Pharmaceutical Inc)

Prior Inventions. Section ‎3.3 below will not apply with respect to Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment engagement with the Company are excluded Company. I have attached hereto, as Annex 1, a complete list of: (i) all Inventions to which I claim ownership and desire to remove from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A and acknowledge that such list is complete (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of , and (ii) any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purposeimprovement, development, concept, discovery or other proprietary information owned by me or in which I have an interest (“Employee Proprietary Information”). If no such disclosure list is attachedattached to this Agreement, I hereby represent that there are I have no such Prior InventionsInventions or Employee Proprietary Information at the time of this Agreement. I agree that I will not incorporate, or permit to be incorporated, any Prior Invention or Employee Proprietary Information in any Company product, process, machine or service without the Company’s prior written consent. If, in the course of my employment with the Company, I incorporate a any Prior Invention or Employee Proprietary Information into a any Company product, process process, machine or machineservice, then the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, import, export, modify, reproduce, display, publish, distribute, make available, use and sell such Prior Invention. Notwithstanding Invention or Service Provider Proprietary Information (including through third parties on behalf of the foregoingCompany), in any manner and in any media, unless otherwise agreed in writing between me and the Company.. I agree hereby represent and undertake that none of my previous employers or any entity with whom I was engaged, has any rights in any such Prior Inventions or Employee Proprietary Information and I am not subject to any limitations with respect to being engaged in the proposed business of the Company and/or my employment with the Company and such employment with the Company will not incorporate, cause a breach of any of my agreements with the prior employers or permit to be incorporated, Prior Inventions entities or grant any of them any right in any Company Inventions without the Company’s prior written consentresults of my work.

Appears in 2 contracts

Sources: Employment Agreement (Appyea, Inc), Employment Agreement (IR-Med, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A Attachment B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A Attachment B but am only to disclose a cursory name for each such invention, a listing of the party(iesparty(ins) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A Attachment B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 2 contracts

Sources: Key Employee Agreement (Molecular Devices Corp), Key Employee Agreement (Molecular Devices Corp)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 2 contracts

Sources: Employment Agreement (Medibuy Com Inc), Employment Agreement (Covalent Partners LLC)

Prior Inventions. The term “Prior Inventions” shall mean any and all trade secrets, if anyknow-how, ideas, confidential knowledge, improvements, discoveries, developments, processes, designs, techniques, formulas, formulations, source and object codes, data, programs, other works of authorship, organisms, plasmids, expression vectors, cell lines, and chemical, biological and other material and their progeny, clones and derivatives, including all genetically-engineered plant and animals, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company. To preclude any possible uncertainty over what is a Prior Invention, I have set forth on Exhibit B attached hereto a complete list of all Prior Inventions that I consider to be in whole or part my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”)Agreement. If disclosure of any such Prior Invention on Exhibit B would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each inform the Company that all such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has Prior Inventions have not been made listed for that reason. A space Exhibit B is provided on Exhibit A for such purpose. If no such disclosure is attachedincorporated into this Agreement as if fully set forth herein, I represent will promptly inform the Company in writing of any Prior Inventions that there are no Prior Inventions. If, in occur between the course of time I sign this Agreement and the time my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentcommences.

Appears in 2 contracts

Sources: Executive Employment Agreement (Xencor Inc), Executive Employment Agreement (Xencor Inc)

Prior Inventions. InventionsAs a matter of record I have attached hereto as Exhibit A a complete list of all inventions or improvements which have been made or conceived or first reduced to practice by me, if anyalone or jointly with others, patented or unpatented, which I made prior to the commencement of my employment with by the Company are excluded which I desire to remove from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope operation of this Agreement (collectively referred to as “Prior Inventions”); and I covenant that such list is complete. If disclosure of any such Prior Invention Inventions would cause me to violate any prior confidentiality agreement, I understand that I am should not to list such Prior Inventions Invention in Exhibit A but am only to will disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs belongs, and the fact that full disclosure as to such inventions Prior Invention has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attachedattached to this Agreement, I represent that there are I have made no Prior Inventionssuch inventions and improvements at the time of signing this Agreement. If, in the course of my employment with the Company, I incorporate a Prior Invention into an Invention or a Company product, process product or machineprocess, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modifyuse, use offer for sale, sell, import, reproduce, create derivative works of, distribute, publicly perform and sell publicly display by all means now known or later developed such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Invention or Company Inventions product or process without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Planet Technologies, Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, and describe such invention at the most specific level possible without violating any such prior confidentiality agreement, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attachedattached or completed, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use improve, use, sell, offer to sell, import and sell export such Prior Invention. I agree not to incorporate into any Company product any Prior Invention that I do not own or with respect to which I do not have the right to grant such a nonexclusive license to the Company. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Key Employee Agreement (Watson Pharmaceuticals Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use reproduce, make derivative works of, publicly perform, publicly display, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Separation Agreement (Flexion Therapeutics Inc)

Prior Inventions. Inventions, if any, patented On Exhibit A to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, and (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior InventionsInventions exist as of the date of this Agreement. If, I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License DocuSign Envelope ID: 21A55229-52A4-4DD4-8E7B-6355675C11F9 Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the Exhibit A to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentthis Agreement.

Appears in 1 contract

Sources: Executive Employment Agreement (Instil Bio, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, . I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Sensus Healthcare, LLC)

Prior Inventions. Inventions, if any, patented On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, and (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior InventionsInventions exist as of the date of this Agreement. If, I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the signature page to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.this Agreement.‌

Appears in 1 contract

Sources: Employee Confidential Information and Inventions Assignment Agreement

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on an Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocableirevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Cytel Corp/De)

Prior Inventions. Inventions(i) On Schedule A, if anyI have provided a list describing all inventions, patented or unpatentedoriginal works of authorship, which I developments, improvements, and trade secrets that were made by me prior to the commencement of my employment with the Company are excluded from (collectively, the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me , that belong to violate any prior confidentiality agreementme, I understand that I am not and which relate to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such inventionthe Company’s proposed business, a listing of the party(ies) to whom it belongs products or research and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If development; or, if no such disclosure list is attached, I represent that there are no such Prior Inventions. IfUnder the heading “Assigned” on Schedule A, in I have listed those Prior Inventions that are being assigned to the course of my employment with Company hereunder, if any (collectively, the “Assigned Prior Inventions”). If applicable, under the heading “Not Assigned” on Schedule A, I have listed those Prior Inventions that are not being assigned to the Company hereunder, if any (collectively, the “Not Assigned Prior Inventions”). I hereby assign to the Company, I incorporate a or its designee, all my right, title, and interest in and to any and all Assigned Prior Invention into a Company productInventions, process or machineif any, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Inventionwithout any further consideration therefor. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, any Not Assigned Prior Inventions owned by me or in any which I have an interest into a Company Inventions product, process, or machine without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of my employment with the Company, I incorporate into a Company product, process, or machine a Not Assigned Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell such Prior Invention as part of or in connection with such product, process, or machine.

Appears in 1 contract

Sources: Transition and Separation Agreement (XL Fleet Corp.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attachedattached or completed, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use improve, use, sell, offer to sell, import and sell export such Prior Invention. I agree not to incorporate into any Company product any Prior Invention that I do not own or with respect to which I do not have the right to grant such a nonexclusive license to the Company. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Key Employee Agreement (Watson Pharmaceuticals Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment engagement with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A 1 (Previous Prior Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment engagement with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A 1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A 1 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment engagement with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use make derivative works of, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Consulting Agreement (Salarius Pharmaceuticals, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment engagement with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment engagement with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment engagement with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Westinghouse Solar, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on The Executive has disclosed at Exhibit A (Previous Inventions) attached hereto B a complete list of all Inventions Intellectual Property and Germplasm that I havethe Executive has, or has caused to be, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceiveddeveloped, developed or reduced to practice prior to the commencement of my the Executive’s employment with by the Company, that I consider in which the Executive has an ownership interest or which the Executive has a license to be my property or the property of third parties use, and that I wish the Executive wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such no Prior Inventions are listed in Exhibit A but am only to disclose a cursory name for each such inventionB, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent Executive warrants that there are no Prior Inventions. IfThe Executive represents and warrants that, other than as disclosed under Exhibit B, the Executive does not possess any Intellectual Property or Germplasm of any third party, including but not limited to any prior employer or competitor of the Company, and the Executive shall not acquire or use the Intellectual Property or Germplasm of any third party in the course of my employment with performing duties pursuant to this Agreement. The Executive agrees that the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I Executive will not incorporate, or permit to be incorporated, Prior Inventions Inventions, including Germplasm, in any Company Inventions without Invention and not to bring the Germplasm of any third party onto Company premises. Notwithstanding the foregoing, if in the course of the Executive’s employment with the Company, the Executive incorporates a Prior Invention into a Company process, machine, Company Invention or other work, the Executive shall, as a condition to such incorporation (i) seek the CEO’s prior written consentconsent to such incorporation of Prior Inventions into such process, machine, Company Invention or other work; and (ii) grant the Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention. The Executive agrees that the Executive’s failure to obtain the CEO’s prior consent shall not affect the grant of license relating to Prior Inventions as specified under this Section 6.2(f).

Appears in 1 contract

Sources: Executive Employment Agreement (Cronos Group Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto hereto, and incorporated herein by reference, a complete list of all Inventions inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) party to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined below) without the Company’s prior written consent.

Appears in 1 contract

Sources: Proprietary Information, Inventions, Non Competition and Non Solicitation Agreement (Cornerstone Therapeutics Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I Officer made prior to the commencement of my employment with the Company Service Period are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have Officer has set forth on Exhibit A Attachment B (Previous Inventions) attached hereto hiseto a complete list of all Inventions that I have, Officer has or caused to be (alone or jointly with others, conceived, developed or reduced to practice or caused to be of this agreement) conceived, developed or reduced to practice prior to the commencement of my employment with the CompanyService Period, that I consider Officer considers to be my his property or the property of third parties and that I wish Officer wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If such disclosure of any such Prior Invention would cause me Officer to violate any prior confidentiality agreement, I understand that I am Officer shall not to list such Prior Inventions in Exhibit A Attachment B but am only to disclose a cursory name for each such inventionInvention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A Attachment B for such purpose. If no such disclosure is attached, I represent Officer represents that there thise are no Prior Inventions. If, in during the course of my employment with the CompanyService Period, I incorporate Officer incorporates a Prior Invention into a Company Corporation product, process or machine, the Company Corporation is hereby granted and shall have a nonexclusive, royalty-royalty- free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub-licensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree Officer agrees that I he will not incorporate, or permit to be incorporated, Prior Inventions in any Company Corporation Inventions without the CompanyCorporation’s prior written consent.

Appears in 1 contract

Sources: Officer Retainer Agreement (Kronos Advanced Technologies Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Newlink Genetics Corp)

Prior Inventions. Inventions, if any, patented (a) On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior Inventions. If, Inventions exist as of the date of this Agreement. (b) I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, digitally transmit, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the signature page to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentthis Agreement.

Appears in 1 contract

Sources: Executive Employment Agreement (Aethlon Medical Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit Appendix A (Previous Prior Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit Appendix A but am only to disclose a cursory name for each such invention, a listing of the party(ies) parties to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit Appendix A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machinemachine of the Company or an Affiliate, the Company and such Affiliate is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Interface Security Systems Holdings Inc)

Prior Inventions. Inventions, if any, Any and all Inventions (whether patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice practice, or caused to be conceived, developed or reduced to practice practice, prior to the commencement of my employment with the Company, that I consider Company (collectively referred to be as “Prior Inventions”) are either my property or the property of third parties and that I wish to have are excluded from the scope of this Agreement (collectively referred Non-Disclosure Agreement, except if and to as “the extent the provisions set forth below in this Section 3.2 are made expressly applicable to Prior Inventions”). To preclude any possible uncertainty, I have set forth on Exhibit 1 (Prior Inventions) attached hereto a list of Prior Inventions. If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to disclose such Prior Invention or to list such Prior Inventions in Exhibit A 1 but am only to disclose a cursory name for each such invention, a listing of the party(ies) party or parties to whom it belongs belongs, and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A 1 for such purpose. If no I do not attach such disclosure is attacheddisclosure, I represent am representing thereby that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoingforegoing provisions of this Section 3.2 that provide that Prior Inventions are excluded from the scope of this Non-Disclosure Agreement, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined in Section 3.3 below), or any product, process or machine of the Company Group, without the Company’s prior written consent.. If, in the course of my employment with the Company, I incorporate a Prior Invention into any Company Inventions or into a product, process or machine of the Company

Appears in 1 contract

Sources: Non Disclosure, Invention Assignment and Restrictive Covenant Agreement (Dorman Products, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are are 1. excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Employee Proprietary Information and Inventions Agreement (Award Software International Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I Consultant made prior to the commencement of my employment with the Company Service Period are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have Consultant has set forth on Exhibit A Attachment B (Previous Inventions) attached hereto a complete list of all Inventions that I have, Consultant has or caused to be (alone or jointly with others, conceived, developed or reduced to practice or caused to be ) conceived, developed or reduced to practice prior to the commencement of my employment with the CompanyService Period, that I consider Consultant considers to be my his property or the property of third parties and that I wish Consultant wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If such disclosure of any such Prior Invention would cause me Consultant to violate any prior confidentiality agreement, I understand that I am Consultant shall not to list such Prior Inventions in Exhibit A Attachment B but am only to disclose a cursory name for each such inventionInvention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A Attachment B for such purpose. If no such disclosure is attached, I represent Consultant represents that there are no Prior Inventions. If, in during the course of my employment with the CompanyService Period, I incorporate Consultant incorporates a Prior Invention into a Company Corporation product, process or machine, the Company Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree Consultant agrees that I he will not incorporate, or permit to be incorporated, Prior Inventions in any Company Corporation Inventions without the CompanyCorporation’s prior written consent.

Appears in 1 contract

Sources: Consulting Agreement (Cosmos Group Holdings Inc.)

Prior Inventions. InventionsInventions which are the subject of a pending patent application or issued patent, if any, patented or unpatented, which I made and have been reduced to practice prior to the commencement of my employment with the Company Company, are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) B, attached hereto hereto, a complete list of all Inventions inventions, listed by Country filed patent number, that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use have modified, use, have used, sell, have sold, import and sell have imported such Prior InventionInvention unless a portion is restricted by a prior obligation, in which case such portion may be excluded. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, in whole or in part, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Executive Transition and Consulting Agreement (Exelixis, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions Invention in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs belongs, and the fact that full disclosure as to such inventions invention has not been made for that reason. A space is provided on Exhibit A for such this purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub-licensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Executive Employment Agreement (Ivanhoe Electric Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I Inventions made prior to the commencement of my Employee’s employment with the Company and not within the scope of Employee’s services to the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto Employee shall provide a complete written list of all Inventions that I haveconceived, alone developed, or reduced to practice by Employee, either solely or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my Employee’s employment with the Company, that I consider Employee considers to be my property or the property of Employee or a third parties and that I wish party (such as a prior employer), which list will be attached as Exhibit B to have excluded from the scope of this Agreement (collectively referred to as collectively, “Prior Inventions”). If Employee’s confidentiality obligations preclude disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreementan Invention, I understand that I am not to list such Prior Inventions in Exhibit A but am Employee will disclose only to disclose a cursory name for each such inventionthe Invention, a listing of the party(ies) to whom it belongs the Invention belongs, and the fact a note that full further disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purposeprecluded by Employee’s confidentiality obligations. If no such disclosure is attachedEmployee does not complete Exhibit B to this Agreement, I represent then Employee represents that there are no Prior Inventions. If, Employee will not incorporate any Prior Inventions or Excluded Works into any work done for the Company unless Employee owns all the rights in that Prior Invention or Excluded Work necessary to grant a license or transfer those rights to the course of my employment with Company. If Employee incorporates any Prior Invention or Excluded Work into any work done for the Company, I incorporate a Prior Invention into a Company product, process or machine, then Employee hereby grants the Company is hereby granted and shall have a nonexclusivenon-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessublicense) to make, have made, modify, use use, and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, Invention or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentExcluded Work.

Appears in 1 contract

Sources: Employee Non Competition, Non Solicitation, Confidentiality and Inventions Agreement (Calyxt, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A C (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A C but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A C for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocablein-evocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (New Relic Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Prior Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) party or parties to whom it belongs belongs, and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no I do not attach such disclosure is attacheddisclosure, I represent am representing thereby that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention (whether or not such Prior Invention is listed in Exhibit A) into a product, compound, composition of matter, chemical structure, biological material, formulation, method, process or machine of the Company or any of its subsidiaries or controlled affiliates, or I in any way otherwise use, or make available for use, a Prior Invention (whether or not such Prior Invention is listed in Exhibit A) in connection with the research, development, manufacture, use or commercialization of any such product, compound, composition of matter, chemical structure, biological material, formulation, method, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-royalty free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to research, cause to be researched, develop, cause to be developed, make, have cause to be made, modify, use cause to be modified, use, cause to be used and sell or otherwise commercialize, or cause to be sold or otherwise commercialized, such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined in Section 2.3 below), or in any product, compound, composition of matter, chemical structure, biological material, formulation, method, process or machine of the Company or any of its subsidiaries or controlled affiliates, without the Company’s prior written consent.

Appears in 1 contract

Sources: Separation Agreement (Rhythm Pharmaceuticals, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I l will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Newlink Genetics Corp)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertaintyuncertainty with respect to Inventions, I have set Consultant shall deliver to the Company, on or before the Effective Date, a schedule substantially in the form of Exhibit 5.2.1.3 to this Agreement (the “Prior Inventions Schedule”) setting forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions prior inventions, discoveries, improvements, or works of authorship that I haveConsultant has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with Consultant’s engagement by the Company, that I consider Consultant considers to be my Consultant ’s property or the property of third parties and that I wish Consultant wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me Consultant to violate any prior confidentiality agreement, I understand Consultant understands that I am Consultant is not to list such Prior Inventions in Exhibit A such attachment but am is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attachedIF NO SUCH DISCLOSURE IS ATTACHED, I represent that there are no Prior InventionsCONSULTANT REPRESENTS AND WARRANTS THAT THERE ARE NO PRIOR INVENTIONS. If, in the course of my employment with Consultant’s engagement by the Company, I incorporate Consultant incorporates a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree Consultant agrees that I Consultant will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Executive Services Consulting Agreement (SolarWindow Technologies, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit EXHIBIT A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit EXHIBIT A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit EXHIBIT A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use make derivative works of, publicly perform, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Trevena Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention Invention(s) would cause me to violate any prior confidentiality agreement, I understand that I am not to list List such Prior Inventions Invention(s) in Exhibit A B, but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Cadence Design Systems Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub-licensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Asset Purchase Agreement (TransBiotec, Inc.)

Prior Inventions. Inventions, if any, patented or unpatentedunpatented (including, but not limited to, any patent applications – whether alive or abandoned), which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A A, (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attachedPrior Inventions are listed in Exhibit A, I represent warrant that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined below) without the Company’s prior written consent. I agree that for any Prior Inventions listed in Exhibit A, I will not provide or disclose any confidential information related to any of the Prior Inventions to the Company. If a Prior Invention is incorporated into any Company process, machine, or other work, I agree that I shall not challenge or aid any other third party in challenging any of the Company’s rights related thereto. If, in the course of my employment with Company, I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention, including assignment of any and all present and future rights to the Company.

Appears in 1 contract

Sources: Employment Agreement (Omnicell, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. I agree not to incorporate into any Company product any Prior Invention that I do not own or with respect to which I do not have the right to grant such a nonexclusive license to the Company. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Collaborative Research and License Agreement (Axys Pharmecueticals Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I Officer made prior to the commencement of my employment with the Company Service Period are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have Officer has set forth on Exhibit A Attachment B (Previous Inventions) attached hereto hiseto a complete list of all Inventions that I have, Officer has or caused to be (alone or jointly with others, conceived, developed or reduced to practice or caused to be of this agreement) conceived, developed or reduced to practice prior to the commencement of my employment with the CompanyService Period, that I consider Officer considers to be my his property or the property of third parties and that I wish Officer wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If such disclosure of any such Prior Invention would cause me Officer to violate any prior confidentiality agreement, I understand that I am Officer shall not to list such Prior Inventions in Exhibit A Attachment B but am only to disclose a cursory name for each such inventionInvention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A Attachment B for such purpose. If no such disclosure is attached, I represent Officer represents that there thise are no Prior Inventions. If, in during the course of my employment with the CompanyService Period, I incorporate Officer incorporates a Prior Invention into a Company Corporation product, process or machine, the Company Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenseessub-licensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree Officer agrees that I he will not incorporate, or permit to be incorporated, Prior Inventions in any Company Corporation Inventions without the CompanyCorporation’s prior written consent.

Appears in 1 contract

Sources: Officer Retainer Agreement (Kronos Advanced Technologies Inc)

Prior Inventions. InventionsInventions (as defined below), if any, patented or unpatented, which that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth identified on the attached Exhibit A (Previous Prior Inventions) attached hereto a complete list of all Inventions inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory non-substantive name for each such invention, a listing of the party(ies) party to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attachedattached or if the attached disclosure is left blank, I represent that there are no Prior Inventions. I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined below) without the Company’s prior written consent. If, in the course of my employment with the Company, I incorporate a Prior Invention Inventions into a Company product, process or machinemachine or Company Inventions of any kind, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, make derivative works of, publicly perform, modify, import, use and sell and exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentInventions.

Appears in 1 contract

Sources: Proprietary Information, Inventions Assignment, Non Competition and Non Solicitation Agreement

Prior Inventions. InventionsInventions , if any, . patented or unpatentedunpatented , which that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, . I have set forth on Exhibit A 2 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, . conceived, . developed or reduced to practice or caused to be conceived, . developed or reduced to practice prior to the commencement of my employment with the Company, . that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A 2 but am only to disclose a cursory name for each such invention, . a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A 2 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, . I agree that I will not incorporate, . or permit to be incorporated, Prior Inventions in any Company Inventions (defined in Section 2.3.) without the Company’s 's prior written consent. Employee shall have until February 2. 20 I 9 to finalize information on Exhibit 2 at which time the Company and Employee will each date an initial Exhibit 2 and any additional sheets.

Appears in 1 contract

Sources: Employment Agreement (NewBridge Global Ventures, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A C (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A C but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A C for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Separation and Transition Agreement (New Relic, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A EXHIBIT B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A EXHIBIT B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A EXHIBIT B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Intuitive Surgical Inc)

Prior Inventions. Inventions, if any, patented (a) On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, and (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior InventionsInventions exist as of the date of this Agreement. If, (b) I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the signature page to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentthis Agreement.

Appears in 1 contract

Sources: Employment Agreement (Sensei Biotherapeutics, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such such 1. inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Leapfrog Enterprises Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To To 1. preclude any possible uncertainty, I have set forth on Exhibit A EXHIBIT B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A EXHIBIT B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A EXHIBIT B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Elitra Pharmaceuticals Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit Schedule A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit Schedule A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit Schedule A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall will have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use make derivative works of, publicly perform, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Executive Employment Agreement (Micromet, Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced reduced 1. to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Series B Preferred Stock Purchase Agreement (Mercata Inc)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, . Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Intermune Inc)

Prior Inventions. I hereby confirm that all rights that I may have in any and all Inventions, are in the sole ownership of the Company. I hereby transfer and assign in whole to the Company any and all of my rights, title and interest in any and all Inventions. If ever any doubt shall arise as to the Company’s rights or title in the Property Rights and it shall be asserted that I, allegedly, am the owner of any such rights or title, then I hereby irrevocably transfer and assign in whole to the Company without any further royalty or payment any and all of my rights, title and interest in any and all Inventions I have attached hereto as Schedule A, a complete list of all inventions to which I claim ownership (the “Prior Inventions”) and that I desire to remove from the operation of this Agreement, and I acknowledge and agree that such list is complete. If no such list is attached to this Agreement, I represent that I have no such Inventions at the lime of signing this Agreements. The Prior Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Biocancell Therapeutics Inc.)

Prior Inventions. InventionsInventions which are the subject of a pending patent application or issued patent, if any, patented or unpatented, which I made and have been reduced to practice prior to the commencement of my employment with the Company Company, are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) B, attached hereto hereto, a complete list of all Inventions inventions, listed by Country filed patent number, that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use have modified, use, have used, sell, have sold, import and sell have imported such Prior InventionInvention as part of or in connection with such product, process or machine, unless a portion is restricted by a prior obligation, in which case such portion may be excluded. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, in whole or in part, Prior Inventions in any Company Inventions without the Company’s 's prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Exelixis, Inc.)

Prior Inventions. Inventions, if any, patented (a) On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior Inventions. If, Inventions exist as of the date of this Agreement. (b) I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a “License Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the signature page to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentthis Agreement.

Appears in 1 contract

Sources: Employment Agreement (Opendoor Technologies Inc.)

Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with by the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with by the Company, that I consider to be my property or the property of third parties parties, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with by the Company, I incorporate a Prior Invention into a Company Group product, process process, material or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use make derivative works of, publicly perform, publicly perform, use, sell, import, and sell exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

Appears in 1 contract

Sources: Proprietary Information, Inventions, and Non Solicitation/Non Competition Agreement (Rocket Pharmaceuticals, Inc.)

Prior Inventions. Inventions, if any, patented (a) On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or unpatented, in which I have an interest and that were made or acquired by me prior to the commencement my date of my first employment with the Company by Company, and (ii) may relate to Company's business or actual or demonstrably anticipated research or development, and (iii) are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused not to be conceived, developed or reduced assigned to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement Company (collectively referred to as “"Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure list is attached, I represent and warrant that there are no Inventions that would be classified as Prior Inventions. If, Inventions exist as of the date of this Agreement. (b) I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the course scope of my employment with the employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, I incorporate a or if my rights in any Prior Invention into a Company productInventions and/or any Nonassignable Inventions may block or interfere with, process or machinemay otherwise be required for, the exercise by Company is of any rights assigned to Company under this Agreement (each, a "License Event'), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby granted and shall have grant to Company a nonexclusivenon-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, perpetualworldwide license, worldwide license (with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior InventionInventions and/or Nonassignable Inventions. Notwithstanding To the foregoingextent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I agree represent and warrant that I will such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, "Prior Inventions" includes any Inventions that would be classified as Prior Inventions, whether or not incorporate, or permit they are listed on the signature page to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consentthis Agreement.

Appears in 1 contract

Sources: Employment Agreement (Aurinia Pharmaceuticals Inc.)