/Docs/G/Cooley-Employee-CIIA-US-CmA/Sec/Invention/ExcludedInventions/2.md
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Ti = {_Excluded_Inventions} and Other Inventions
1.sec = Attached hereto as Exhibit A is a list describing all existing {_Inventions}, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by {_Company}, (b) that may relate to {_Company}’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to {_Company} (“{DefT.Excluded_Invention}s”).
2.sec = If no such list is attached, I represent and agree that it is because I have no {_Excluded_Inventions}.
3.sec = For purposes of this {_Agreement}, “{DefT.Other_Invention}s” means {_Inventions} in which I have or may have an interest, as of the commencement of my employment or thereafter, other than {_P1_Inventions} (as defined below) and {_Excluded_Inventions}.
4.sec = I acknowledge and agree that if I use any {_Excluded_Inventions} or any {_Other_Inventions} in the scope of my employment, or if I include any {_Excluded_Inventions} or {_Other_Inventions} in any product or service of {_Company}, or if my rights in any {_Excluded_Inventions} or {_Other_Inventions} may block or interfere with, or may otherwise be required for, the exercise by {_Company} of any rights assigned to {_Company} under this {_Agreement}, I will immediately so notify {_Company} in writing.
5.sec = Unless {_Company} and I agree otherwise in writing as to particular {_Excluded_Inventions} or {_Other_Inventions}, I hereby grant to {_Company}, in such circumstances (whether or not I give {_Company} notice as required above), a non-exclusive, perpetual, transferable, 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 {_Excluded_Inventions} and {_Other_Inventions}.
6.sec = To the extent that any third parties have rights in any such {_Other_Inventions}, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.
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