Common use of Prior Materials Clause in Contracts

Prior Materials. During my employment or service with the Company, if I cause any Prior Materials (defined below) to be utilized or incorporated in connection with or into any Company Inventions or any business, operation, research, products or services of the Company or any of its Affiliates, I shall notify the Company of such utilization or incorporation, in writing, in advance of such utilization or incorporation and obtain the Company’s prior written consent. For such Prior Materials (whether or not I comply with the foregoing notification and consent requirements) and for any Company Inventions not solely and exclusively owned by the Company, to the maximum extent permitted by applicable law, I grant the Company and its Affiliates a nonexclusive, fully-paid up, royalty-free, perpetual, irrevocable, sublicensable (for multiple tiers), transferable license throughout the universe under and to such Prior Materials and the Company Inventions to internally and externally reproduce, prepare derivative works based upon, display, perform, distribute, use, make, sell, offer to sell, import, and exploit all works, materials, products, methods and services. The term “Prior Materials” means any and all Inventions owned or controlled by me or in which I have an interest as well as all Proprietary Rights therein.