Common use of Assignment of Inventions Clause in Contracts

Assignment of Inventions. Executive shall promptly make full, written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to the Company, or its designee, all his right, title and interest in and to any and all Inventions. Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of his employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Executive understands and agrees that the decision whether to commercialize or market any Invention developed by Executive (solely or jointly with others) is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the Company.

Assignment of Inventions. Executive shall As between the Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.G below (collectively, “Inventions”), are the sole property of the Company. I also agree to promptly make full, full written disclosure to the CompanyCompany of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assign fully to the Company, or its designee, Company all his of my right, title and interest in and to any and all Inventions. Executive I agree that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. I further acknowledges acknowledge that all original works of authorship which that are made by Executive me (solely or jointly with others) within the scope of and during the period of his my employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hireworks made for hire,” as that term is defined by in the United States Copyright Act. Executive understands I understand and agrees agree that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s sole discretion and for the Company’s sole benefit benefit, and that no royalty or other consideration will be due to Executive me as a result of the Company’s efforts to commercialize or market any such InventionInventions. Executive recognizes I understand that any and all Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or that I may work on with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information personnel of the Company was usedor any of its affiliates constitute joint research between the Company or any of its affiliates, and which was developed entirely on the Executive’s own timeas applicable, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the Companypurposes of 35 U.S.C. section 103(c)(2).

Assignment of Inventions. Executive shall promptly make full, written disclosure hereby assigns and transfers to the Company, Executive's entire right, title and will hold interest, now or hereafter acquired, in trust and to all Proprietary Information and Intellectual Property Rights therein, discovered, originated, made or conceived or learned by Executive either alone or jointly with others, during the period of Executive's employment which result, directly or indirectly, from (i) the use of premises or equipment owned, leased or contracted for by the sole right and benefit Company or supplies or Proprietary Information of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to or (ii) work conducted on the time of the Company, or its designee, all his right, title and interest in and to any and all Inventions(iii) work performed for the Company. Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of his employment with the Company and which may be protected are protectible by copyright are “Works Made For Hire” "works made for hire," as that term is defined by in the United States Copyright Act. Executive understands and agrees that the decision whether or not to commercialize or market any Invention invention developed by Executive (him solely or jointly with others) others is within the Company’s 's sole discretion and for the Company’s 's sole benefit and that no royalty will be due to Executive him as a result of the Company’s 's efforts to commercialize or market any such Inventioninvention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, hereby waives all moral rights which he may have been conceived or hereafter acquire in significant part while employed by any Proprietary Information and any Intellectual Property Rights therein. Executive will, at the Company. Accordingly's request, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned promptly execute a written assignment of title to the Company unless for any Proprietary Information and until Intellectual Property Rights therein, and a written waiver of all moral rights therein, and Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret will preserve all such Proprietary Information as confidential information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the Company.

Assignment of Inventions. Executive shall As between the Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed, or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of the Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.F below (collectively, “Inventions”), are the sole property of the Company. I also agree to promptly make full, full written disclosure to the CompanyCompany of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assign fully to the Company, or its designee, Company all his of my right, title and interest in and to any and all Inventions. Executive I agree that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. I further acknowledges acknowledge that all original works of authorship which that are made by Executive me (solely or jointly with others) within the scope of and during the period of his my employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hireworks made for hire,” as that term is defined by in the United States Copyright Act. Executive understands I understand and agrees agree that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s sole discretion and for the Company’s sole benefit benefit, and that no royalty or other consideration will be due to Executive me as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the CompanyInventions.

Assignment of Inventions. Executive shall agrees to promptly make full, full written disclosure to the CompanyCompany of, and will to hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, presently assign to the Company, Company (or its designeedesignees), without any additional consideration, all his of Executive’s right, title title, and interest in and to any and all Inventions. Inventions that Executive further acknowledges that all original works of authorship which are made by Executive (solely Invents during Executive’s employment or jointly with others) within the scope of and during the for a period of his employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Executive understands and agrees that the decision whether to commercialize or market any Invention developed by Executive (solely or jointly with others) is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by following the CompanyLast Day. Accordingly, Executive acknowledges and agrees understands that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of obligations under this Section 7.1 do not apply to any intellectual property Invention for which no equipment, supplies, facility facility, or trade secret information Confidential Information or Trade Secrets of the Company was used, used and which was developed entirely on the Executive’s own time, and unless (a) which does not relate the Invention relates (i) directly to the business of the Company’s business , or (ii) to the Company’s actual or demonstrably anticipated research and development or development, or (b) which does not result the Invention results from any work the performed by Executive performed for the Company. “Invention(s)” means inventions, developments, concepts, improvements, designs, discoveries, devices, apparatus, processes, practices, compositions, formulas, machines, articles of manufacture, methods (including business methods), inventive ideas, algorithms, computer software code and programs, protocols, formulas, mask works, compositions, trademarks, service marks, or trade secrets, whether or not reduced to practice, patentable, or registrable under patent, copyright, trademark, or similar laws, which Executive Invents, either solely or jointly, during normal working hours or when Executive is expected to be working, or that relate to the business of the Company or to the Company’s actual or demonstrably anticipated research or development, or that are substantially aided by Executive’s use of the Company’s equipment, supplies, facilities, or Confidential Information or Trade Secrets, or contains any of the Company’s Confidential Information or Trade Secrets, or that are the direct or substantial result of any work performed by Executive for the Company. “Invent,” “Invents,” and “Invented” means to conceive of, develop, reduce to practice, or otherwise invent (as that term is commonly understood) and is not limited to its general usage under U.S. or foreign patent law.

Assignment of Inventions. Executive shall As between Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company relating in any way to the business or research or development of LogicBio (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of LogicBio. I also agree to promptly make full, full written disclosure to the CompanyLogicBio of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and hereby irrevocably transfers assign and assigns, and agrees agree to transfer and assign, assign fully to the Company, or its designee, LogicBio all his of my right, title and interest in and to any and all Inventions. Executive I agree that this assignment includes a present conveyance to LogicBio of ownership of Inventions that are not yet in existence. I further acknowledges acknowledge that all original works of authorship which that are made by Executive me (solely or jointly with others) within the scope of and during the period of his my employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hireworks made for hire,” as that term is defined by in the United States Copyright Act. Executive understands I understand and agrees agree that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s sole discretion and for the Company’s sole benefit benefit, and that no royalty or other consideration will be due to Executive me as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the CompanyInventions.

Assignment of Inventions. Executive shall hereby covenants and agrees that Executive will promptly make full, full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assigns to the Company, or its designee, all his right, of Executive’s right title and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, online rights to any website and all materials contained in and elements of such websites, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Executive may, solely or jointly, conceive or develop or reduce to practice, or has caused to be conceived or developed or reduced to practice, prior to and during the period of time Executive is in the employ of the Company (collectively, “Inventions”). Executive further acknowledges and understands that all original works of authorship which that are made by Executive (solely or jointly with others) within the scope of and during the period of his Executive’s employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hireworks made for hire,” as that term is defined by in the United States Copyright Act. Executive hereby understands and agrees that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Inventioninvention. If, in any judicial proceeding, or by operation of law any assignment pursuant to this Section 8 is rendered void or ineffective, Executive recognizes hereby grants to Company a perpetual, royalty-free, assignable, fully paid, irrevocable license, to use and otherwise exploit such Inventions, including the right to grant sublicenses and to make derivative works thereof, and to make, have made, use, sell, offer for sale and import products, practice methods and processes and provide services with respect to all of the foregoing. The Executive acknowledges that Inventions relating to his activities while working the Company has a valuable body of trade secrets, including, without limitation, know-how, concepts and other technical data (the “Proprietary Information”), for the development and providing of its products or services. The Executive is not aware that any of the Company’s employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company, or that would conflict with the Company’s business. The Executive does not believe it is, or will be, necessary to utilize any inventions or proprietary rights of any of the Company’s employees (or people the Company and conceived or currently intends to hire) made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed prior to their employment by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to or any consultants who have been conceived during Executive’s employment with the Company and are to behelped develop any patents, and hereby arepatent rights, assigned patent applications, trademarks, trademark rights, service marks, service xxxx rights, trade names, trade name rights, copyrights or Proprietary Information, except for those already transferred to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the Companytransferred hereby.

Assignment of Inventions. The Executive shall agrees that he will promptly make full, full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company, Company and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assigns to the Company, or its designee, all his the Executive’s right, title and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, mask works, prototypes, models, materials, discoveries, ideas, processes, formulas, data, know-how, techniques, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the entire period of time the Executive is in the employ of the Company, whether before or after the execution of this Agreement, except as provided in Section 6.2(f) below (collectively referred to as “Inventions”). Notwithstanding anything to the contrary contained herein, for purposes of this Agreement, Inventions shall not include inventions created by the Executive during non-business hours that are not related in any respect to the business (or any portion thereof) of the Company. The Executive further acknowledges that all original works of authorship which that are made by the Executive (solely or jointly with others) within the scope of and during the period of his employment with the Company (whether before or after the execution of this Agreement) and which may be protected are protectable by copyright are “Works Made For Hireworks made for hire,” as that term is defined by in the United States Copyright Act. Additionally, any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, the Executive hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. The Executive will confirm any such waivers and consents from time to time as requested by the Company. The Executive understands and agrees that the decision whether or not to commercialize or market any Invention invention developed by the Executive (solely or jointly with others) others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to the Executive as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the Companyinvention.

Assignment of Inventions. Executive Employee expressly understands and agrees that any and all right or interest Employee obtains in any designs, trade secrets, technical specifications and technical data, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, improvements and patent or patent rights which are authored, conceived, devised, developed, reduced to practice, or otherwise obtained by him during the term of this Agreement which relate to or arise out of his relationship with the Company and which relate to the business of the Company are expressly regarded as “works for hire” or works invented or authored within the scope of employment or engagement, whether as an adviser, consultant, officer, executive, director or other capacity (the “Inventions”). Employee hereby assigns to the Company the sole and exclusive right to such Inventions. Any assignment of Inventions (and all intellectual property rights with respect thereto) hereunder includes an assignment of all “Moral Rights” (which shall promptly make fullmean all paternity, written disclosure integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country). To the extent such Moral Rights cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, Employee hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against the Company or related to the Company’s customers, with respect to such rights. Employee further acknowledges and agrees that neither his successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any intellectual property rights with respect thereto). Employee agrees to disclose all Inventions fully and in writing to the Company promptly after development, conception, invention, creation or discovery of the same, and at any time upon request. Employee will hold provide all assistance that the Company reasonably requests to secure or enforce its rights throughout the world with respect to Inventions, including signing all necessary documents to memorialize those rights and take any other action which the Company shall deem necessary to assign to and vest completely in trust for the sole right and benefit of the Company, to perfect trademark, copyright and hereby irrevocably transfers patent protection with respect to, or to otherwise protect the Company’s trade secrets and assignsproprietary interest in such Inventions. The obligations of this Section shall continue beyond the termination of Employee’s relationship with respect to such Inventions conceived of, and reduced to practice, or developed by the Employee during the term of this Agreement. The Company agrees to transfer and assign, to the Company, or its designee, all his right, title and interest in and to pay any and all Inventionscopyright, trademark and patent fees and expenses or other costs incurred by Employee for any assistance rendered to the Company pursuant to this Section. Executive In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any patent application, copyright or trademark registration or other analogous protection relating to an Invention, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officer and agent as his agent and attorney-in-fact, to act for and on his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further acknowledges the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by the Employee. In Attachment A to this Agreement, Employee has listed all Inventions that all original works relate to the business of authorship which are made by Executive the Company that Employee (solely alone or jointly with others) within made, conceived, or first reduced to practice by Employee prior to Employee’s execution of this Agreement, and in which Employee has any property interest or claim of ownership. If no such Inventions are listed in said Attachment, Employee represents that Employee has no such Inventions. To the scope extent Employee is a citizen of and during subject to law of a state which provides a limitation on invention assignments, then this Agreement’s assignment shall not include inventions excluded under such law. Notwithstanding anything to the period of his employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Executive understands and agrees contrary in this Section 6, this Section 6 shall not apply to inventions that the decision whether to commercialize or market any Invention developed by Executive (solely or jointly with others) is within Employee develops entirely on his own time without using the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility facilities, or trade secret information of information, except to the Company was used, and which was developed entirely on the Executive’s own time, and extent such inventions (a) which does not relate (i) directly at the time of conception or reduction to practice of the invention to the Company’s business business, or (ii) to the Company’s actual or demonstrably anticipated research and or development of the Company; or (b) which does not result from any work performed by the Executive performed Employee for the Company.

Assignment of Inventions. Executive shall Employee agrees that Employee will promptly make full, full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company, and hereby irrevocably transfers and assignsassign (or, and agrees for future inventions, agree to transfer and assign, ) to the Company, or its designee, all his Employee’s right, title title, and interest in and to any and all inventions, original works of authorship, writings, developments, concepts, improvements, designs, discoveries, ideas, processes, formulas, data, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practice within the scope of Employee’s employment, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed by the Company (collectively referred to as “Inventions”), except as provided in Section 2(f) below. Executive Employee agrees that Company will exclusively own all work product that is made by Employee (solely or jointly with others) within the scope of Employee’s employment. Employee further acknowledges that all original works of authorship which are made by Executive Employee (solely or jointly with others) within the scope of and during the period of his Employee’s employment with the Company and which may be protected are protectable by copyright are “Works Made For Hire” "works made for hire," as that term is defined by in the United States Copyright Act. Executive Employee understands and agrees that the decision whether or not to commercialize or market any Invention developed by Executive (Employee solely or jointly with others) others is within the Company’s 's sole discretion and for the Company’s 's sole benefit and that no royalty will be due to Executive Employee as a result of the Company’s 's efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive Employee acknowledges and agrees that such Inventions nothing in this Agreement shall be presumed deemed to have been conceived during Executive’s employment with grant, by implication, estoppel or otherwise, a license from the Company and are to beme to make, and hereby areuse, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to license, or transfer in any intellectual property for which no equipment, supplies, facility way an existing or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the Companyfuture Invention.

Assignment of Inventions. Executive shall As between the Company and myself, I agree that all right, title, and interest in and to any and all copyrightable works of authorship, computer software, notes, records, drawings, designs, inventions, improvements, developments, discoveries, mask works and trade secrets (collectively, “Works”) conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during my employment with the Company, or with the use of the Company’s equipment, supplies, facilities, or Confidential Information, as well as any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, excluding any Works that I developed entirely on my own time without using the Company’s equipment, supplies, facilities or Confidential Information, except for those Works that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by me for the Company (each an “Invention” and collectively, “Inventions”), are the sole property of the Company entity that is my then-current employer (“Company Entity”). I agree to promptly make full, full written disclosure to the CompanyCompany of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and I do hereby irrevocably transfers and assigns, and agrees to transfer and assign, assign fully to the Company, or its designee, Company Entity all his of my right, title and interest in and to any and all Inventions. Executive I agree that this assignment includes a present conveyance to the Company Entity of ownership of Inventions that are not yet in existence. I further acknowledges acknowledge that all original works of authorship which that are made by Executive me (solely or jointly with others) within the scope of and during the period of his my employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hireworks made for hire” (to the greatest extent permitted by applicable law), as that term is defined by in the United States Copyright Act. Executive understands I understand and agrees agree that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s sole discretion and for the Company’s sole benefit benefit, and that no royalty or other consideration will be due to Executive me as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the CompanyInventions.

Assignment of Inventions. Executive shall As between the Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, ideas, drawings, designs, logos, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of the Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.G below (collectively, “Inventions”), are the sole property of the Company. I also agree to promptly make full, full written disclosure to the CompanyCompany of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assign fully to the Company, or its designee, Company all his of my right, title and interest in and to any and all Inventions. Executive I agree that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. I further acknowledges acknowledge that all original works of authorship which that are made by Executive me (solely or jointly with others) within the scope of and during the period of his my employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hireworks made for hire,” as that term is defined by in the United States Copyright Act. Executive understands I understand and agrees agree that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s sole discretion and for the Company’s sole benefit benefit, and that no royalty or other consideration will be due to Executive me as a result of the Company’s efforts to commercialize or market any such InventionInventions. Executive recognizes I understand that any and all Inventions relating to his activities while working for that I may work on with personnel of the Company’s subsidiaries or other affiliates constitute joint research between the Company and conceived its subsidiaries or made by Executiveother affiliates, whether alone or with othersas applicable, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the Companypurposes of 35 U.S.C. section 103(c)(2).

Assignment of Inventions. Executive Employee expressly understands and agrees that any and all right or interest Employee obtains in any designs, trade secrets, technical specifications and technical data, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, improvements and patent or patent rights which are authored, conceived, devised, developed, reduced to practice, or otherwise obtained by him during the term of this Agreement which relate to or arise out of his relationship with the Company and which relate to the business of the Company are expressly regarded as “works for hire” or works invented or authored within the scope of employment or engagement, whether as an adviser, consultant, officer, executive, director or other capacity (the “Inventions”). Employee hereby assigns to the Company the sole and exclusive right to such Inventions. Any assignment of Inventions (and all intellectual property rights with respect thereto) hereunder includes an assignment of all “Moral Rights” (which shall promptly make fullmean all paternity, written disclosure integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country). To the extent such Moral Rights cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, Employee hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against the Company or related to the Company’s customers, with respect to such rights. Employee further acknowledges and agrees that neither his successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any intellectual property rights with respect thereto). Employee agrees to disclose all Inventions fully and in writing to the Company promptly after development, conception, invention, creation or discovery of the same, and at any time upon request. Employee will hold provide all assistance that the Company reasonably requests to secure or enforce its rights throughout the world with respect to Inventions, including signing all necessary documents to memorialize those rights and take any other action which the Company shall deem necessary to assign to and vest completely in trust for the sole right and benefit of the Company, to perfect trademark, copyright and hereby irrevocably transfers patent protection with respect to, or to otherwise protect the Company’s trade secrets and assignsproprietary interest in such Inventions. The obligations of this Section shall continue beyond the termination of Employee’s relationship with respect to such Inventions conceived of, and reduced to practice, or developed by the Employee during the term of this Agreement. The Company agrees to transfer and assign, to the Company, or its designee, all his right, title and interest in and to pay any and all Inventionscopyright, trademark and patent fees and expenses or other costs incurred by Employee for any assistance rendered to the Company pursuant to this Section. Executive In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any patent application, copyright or trademark registration or other analogous protection relating to an Invention, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officer and agent as his agent and attorney-in-fact, to act for and on his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further acknowledges the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by the Employee. A-4 In Attachment A to this Agreement, Employee has listed all Inventions that all original works relate to the business of authorship which are made by Executive the Company that Employee (solely alone or jointly with others) within made, conceived, or first reduced to practice by Employee prior to Employee’s execution of this Agreement, and in which Employee has any property interest or claim of ownership. If no such Inventions are listed in said Attachment, Employee represents that Employee has no such Inventions. To the scope extent Employee is a citizen of and during subject to law of a state which provides a limitation on invention assignments, then this Agreement’s assignment shall not include inventions excluded under such law. Notwithstanding anything to the period of his employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United States Copyright Act. Executive understands and agrees contrary in this Section 6, this Section 6 shall not apply to inventions that the decision whether to commercialize or market any Invention developed by Executive (solely or jointly with others) is within Employee develops entirely on his own time without using the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility facilities, or trade secret information of information, except to the Company was used, and which was developed entirely on the Executive’s own time, and extent such inventions (a) which does not relate (i) directly at the time of conception or reduction to practice of the invention to the Company’s business business, or (ii) to the Company’s actual or demonstrably anticipated research and or development of the Company; or (b) which does not result from any work performed by the Executive performed Employee for the Company.

Assignment of Inventions. Executive shall As between the Company and himself, Bxxxxx agrees that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by him, solely or in collaboration with others, during the period of time that he is in the employ of the Company and within the course of his employment or during the Transition Period, or with the use of Company's equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 5(e) below (collectively, "Inventions"), are the sole property of the Company. Bxxxxx also agrees to promptly make full, full written disclosure to the CompanyCompany of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assign fully to the Company, or its designee, Company all of his right, title and interest in and to any and all Inventions. Executive Bxxxxx agrees that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. Bxxxxx further acknowledges that all original works of authorship which that are made by Executive him (solely or jointly with others) within the scope of and during the period of his employment with the Company or during the Transition Period and which may be protected that are protectable by copyright are “Works Made For Hire” "works made for hire," as that term is defined by in the United States Copyright Act. Executive Bxxxxx understands and agrees that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s 's sole discretion and for the Company’s 's sole benefit benefit, and that no royalty or other consideration will be due to Executive him as a result of the Company’s 's efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the CompanyInventions.

Assignment of Inventions. Executive shall promptly make fullThe Employee expressly understands and agrees that any and all right or interest he has obtained prior to the date hereof, written disclosure or which he obtains in any designs, trade secrets, technical specifications and technical data, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, improvements and patent or patent rights which are authored, conceived, devised, developed, reduced to practice, or otherwise obtained by him during the term of this Agreement which relate to his employment with the Company, and will hold in trust including services rendered to the Company prior to the date of this Agreement, are expressly regarded as "works for hire" (the "INVENTIONS"). The Employee hereby assigns to the Company the sole and exclusive right to such Inventions. The Employee agrees that he will promptly disclose to the Company any and benefit all such Inventions, and that, upon request of the Company, the Employee will execute and hereby irrevocably transfers deliver any and assigns, all documents or instruments and agrees take any other action which the Company shall deem necessary to transfer assign to and assign, to vest completely in the Company, to perfect trademark, copyright and patent protection with respect to, or its designee, all his right, title to otherwise protect the Company's trade secrets and proprietary interest in and such Inventions. The obligations of the Employee under this Section shall continue beyond the termination of the Employee's employment with respect to such Inventions conceived of, reduced to practice, or developed by the Employee during the term of this Agreement. The Company agrees to pay any and all Inventions. Executive further acknowledges that all original works of authorship which are made by Executive (solely copyright, trademark and patent fees and expenses or jointly with others) within the scope of and during the period of his employment with the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined other costs incurred by the United States Copyright Act. Executive understands and agrees that the decision whether to commercialize or market Employee for any Invention developed by Executive (solely or jointly with others) is within the Company’s sole discretion and the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned assistance rendered to the Company unless and until Executive has established the contrarypursuant to this Section. The requirements assignment of this Section 7.1 do Inventions is not intended to apply to any intellectual property for which invention that (i) was developed entirely on the Employee's own time and effort; (ii) used no equipment, supplies, facility facility, trade secrets or trade secret confidential information of the Company was used, and which was developed entirely on the Executive’s own time, in its development; and (aiii) which does not relate (i) directly to the business of the Company or to the Company’s business or (ii) to the Company’s 's actual or demonstrably reasonably anticipated research and development or (b) which does not result from any work the Executive performed for the Companyactivities.

Assignment of Inventions. Executive shall As between the Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.G below (collectively, “Inventions”), are the sole property of the Company. I also agree to promptly make full, full written disclosure to the CompanyCompany of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assign fully to the Company, or its designee, Company all his of my right, title and interest in and to any and all Inventions. Executive I agree that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. I further acknowledges acknowledge that all original works of authorship which that are made by Executive me (solely or jointly with others) within the scope of and during the period of his my employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hireworks made for hire,” as that term is defined by in the United States Copyright Act. Executive understands I understand and agrees agree that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s sole discretion and for the Company’s sole benefit benefit, and that no royalty or other consideration will be due to Executive me as a result of the Company’s efforts to commercialize or market any such InventionInventions. Executive recognizes I understand that any and all Inventions relating to his activities while working for that I may work on with personnel of the Company’s parent or other affiliates constitute joint research between the Company and conceived its parent or made by Executiveother affiliates, whether alone or with othersas applicable, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the Companypurposes of 35 U.S.C. section 103(c)(2).

Assignment of Inventions. As between the Company and Executive, Executive shall agrees that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Executive, solely or in collaboration with others, during the period of time Executive is in the employ of the Company (including during Executive’s off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of the Company. Executive also agrees to promptly make full, full written disclosure to the CompanyCompany of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assign fully to the Company, or its designee, Company all his of Executive’s right, title and interest in and to any and all Inventions. Executive agrees that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. Executive further acknowledges that all original works of authorship which that are made by Executive (solely or jointly with others) within the scope of and during the period of his Executive’s employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hireworks made for hire,” as that term is defined by in the United States Copyright Act. Executive understands and agrees agree that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s sole discretion and for the Company’s sole benefit benefit, and that no royalty or other consideration will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the CompanyInventions.

Assignment of Inventions. Executive shall As between the Company and the Employee, the Employee agrees that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by the Employee, solely or in collaboration with others, during the Employee’s employment with the Company and within the course of the Employee’s employment, or with the use of Company's equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.B below (collectively, "Inventions"), are the sole property of the Company. The Employee also agrees to promptly make full, full written disclosure to the CompanyCompany of any Inventions, and will hold in trust for the sole right to deliver and benefit of the Company, assign and hereby irrevocably transfers and assigns, and agrees to transfer and assign, assign fully to the Company, or its designee, Company all his of the Employee’s right, title and interest in and to any and all Inventions. Executive The Employee agrees that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. The Employee further acknowledges that all original works of authorship which that are made by Executive the Employee (solely or jointly with others) within the scope of and during the period of his the Employee’s employment with the Company and which may be protected that are protectable by copyright are “Works Made For Hire” "works made for hire," as that term is defined by in the United States Copyright Act. Executive The Employee understands and agrees that the decision whether or not to commercialize or market any Invention developed by Executive (solely or jointly with others) Inventions is within the Company’s 's sole discretion and for the Company’s 's sole benefit benefit, and that no royalty or other consideration will be due to Executive the Employee as a result of the Company’s 's efforts to commercialize or market any such Invention. Executive recognizes that Inventions relating to his activities while working for the Company and conceived or made by Executive, whether alone or with others, within one (1) year after cessation of Executive’s employment, may have been conceived in significant part while employed by the Company. Accordingly, Executive acknowledges and agrees that such Inventions shall be presumed to have been conceived during Executive’s employment with the Company and are to be, and hereby are, assigned to the Company unless and until Executive has established the contrary. The requirements of this Section 7.1 do not apply to any intellectual property for which no equipment, supplies, facility or trade secret information of the Company was used, and which was developed entirely on the Executive’s own time, and (a) which does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research and development or (b) which does not result from any work the Executive performed for the CompanyInventions.