Common use of Inventions Retained and Licensed Clause in Contracts

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, hereto as Schedule BExhibit A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, derivative works, developments, improvements and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed made by Executive prior to his employment with the Company, (ii) belong to Executive, (iii) relate to the Company’s employment by proposed business, products or research and development and (iv) are not assigned to the Company hereunder (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product, process or service without the extent set forth in Schedule BCompany’s prior written consent. Nevertheless, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive’s employment with the Company, the Executive incorporates into a Company product, process or machine service a Prior Invention owned by the Executive or in which he Executive has an interest, Executive hereby grants to the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, sublicense offer to sell, and otherwise distribute exploit in any other way such Prior Invention as part of or in connection with such product, process or machineservice, and to practice any method related thereto.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he he/she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit C, a list describing all any inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company Effective Date (collectively, collectively referred to as “Prior Inventions”)) which belong to the Executive, (ii) which relate to the Company’ actual or proposed business, ’s products or research and development, developments and (iii) which are not assigned to the Company hereunder; or, if no such list is attachedPrior Inventions are listed, the Executive represents that there are no such Prior Inventions. Except The Executive agrees that he will not incorporate, or permit to the extent set forth in Schedule Bbe incorporated, any Prior Invention owned by the Executive hereby acknowledges thator in which the Executive has an interest into a Company product, if process or machine without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of his/her service for his employment with the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he the Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has Exhibit B attached hereto, as Schedule B, hereto contains a full and exhaustive list describing with particularity all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived otherwise created by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive Employee prior to the Executivecommencement of Employee’s employment by the Company hereunder (collectively, collectively “Prior Inventions”). Such Prior Inventions belong solely to Employee or belong to Employee jointly with another as listed therein, (ii) which relate in any way to any of the Company’ actual or ’s proposed businessbusinesses, products or research and development, and (iii) which are not assigned to the Company hereunder; or, if no such list is attached, the Executive Employee represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BIf, the Executive hereby acknowledges that, if in the course of his/her service for employment with the Company, the Executive Employee incorporates into a Company product, process product or machine service a Prior Invention owned by the Executive Employee or in which he Employee has an interest, the Company is hereby granted and shall have a nonexclusivenon-exclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by with the Company right to any other person or entitysublicense) to make, have made, copy, modify, make derivative works of, use, sell, sublicense sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her [his][her] service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he [he][she] has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by with the Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong to the Executive, which relate to the Company’ actual or ’s proposed business, products or research and development, and (iii) which are not assigned to the Company hereunder; or, if . The Executive represents that this list is complete. If no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in In the course of his/her service for the Executive’s employment with the Company, the Executive incorporates will not incorporate into a Company product, process or machine service a Prior Invention owned by the Executive or in which he the Executive has an interestinterest without the prior written consent of the Company. To the extent the Executive does incorporate into a Company product, process or service a Prior Invention owned by the Executive or in which the Executive has an interest (with or without consent), the Executive hereby grants to the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, sublicensable, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machineservice, and to practice any method related thereto.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing all any inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company Effective Date (collectively, collectively referred to as “Prior Inventions”)) which belong to the Executive, (ii) which relate to the Company’ actual or proposed business, ’s products or research and development, developments and (iii) which are not assigned to the Company hereunder; or, if no such list is attachedPrior Inventions are listed, the Executive represents that there are no such Prior Inventions. Except The Executive agrees that he will not incorporate, or permit to the extent set forth in Schedule Bbe incorporated, any Prior Invention owned by the Executive hereby acknowledges thator in which the Executive has an interest into a Company product, if process or machine without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of his/her service for his employment with the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he the Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the The Executive hereby acknowledges that, if in the course of his/his or her service for the Company, the Executive incorporates into a Company product, product or process or machine a Prior Invention owned by the Executive or in which he or she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, hereto as Schedule BExhibit A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, derivative works, developments, improvements and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed made by Executive prior to her employment with the Company, (ii) belong to Executive, (iii) relate to the Company’s employment by proposed business, products or research and development and (iv) are not assigned to the Company hereunder (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product, process or service without the extent set forth in Schedule BCompany’s prior written consent. Nevertheless, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive’s employment with the Company, the Executive incorporates into a Company product, process or machine service a Prior Invention owned by the Executive or in which he Executive has an interest, Executive hereby grants to the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, sublicense offer to sell, and otherwise distribute exploit in any other way such Prior Invention as part of or in connection with such product, process or machineservice, and to practice any method related thereto.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit C, a list describing all any inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company Effective Date (collectively, collectively referred to as “Prior Inventions”)) which belong to the Executive, (ii) which relate to the Company’ actual or proposed business, ’s products or research and development, developments and (iii) which are not assigned to the Company hereunder; or, if no such list is attachedPrior Inventions are listed, the Executive represents that there are no such Prior Inventions. Except The Executive agrees that she will not incorporate, or permit to the extent set forth in Schedule Bbe incorporated, any Prior Invention owned by the Executive hereby acknowledges thator in which the Executive has an interest into a Company product, if process or machine without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of his/her service for employment with the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he the Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he he/she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule BExhibit A, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s my employment by with the Company (collectively, “collectively referred to as "Prior Inventions”"), (ii) which belong to me, which relate to the Company’ actual or ’s proposed business, products or research and development, and (iii) which are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except I agree that I will not incorporate, or permit to be incorporated, any Prior Invention owned by me or in which I have an interest into a Company product, process or machine without the extent set forth in Schedule BCompany’s prior written consent. Notwithstanding the foregoing sentence, the Executive hereby acknowledges thatif, if in the course of his/her service for my employment with the Company, the Executive incorporates I incorporate into a Company product, process or machine a Prior Invention owned by the Executive me or in which he has I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”)Group, (ii) relate to the Company’ Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunderhereunder (collectively, “Prior Inventions”); or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the CompanyGroup, the Executive incorporates into a Company Group product, process or machine a Prior Invention owned by the Executive or in which he he/she has an interest, the Company is Group Companies are hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company Group Companies to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, hereto as Schedule Exhibit B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, derivative works, developments, improvements and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed made by Executive prior to his employment with the Company, (ii) belong to Executive, (iii) relate to the Company’s employment by proposed business, products or research and development and (iv) are not assigned to the Company hereunder (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product, process or service without the extent set forth in Schedule BCompany’s prior written consent. Nevertheless, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive’s employment with the Company, the Executive incorporates into a Company product, process or machine service a Prior Invention owned by the Executive or in which he Executive has an interest, Executive hereby grants to the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, sublicense offer to sell, and otherwise distribute exploit in any other way such Prior Invention as part of or in connection with such product, process or machineservice, and to practice any method related thereto.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her his service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit C, a list describing all any inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company Effective Date (collectively, collectively referred to as “Prior Inventions”)) which belong to the Executive, (ii) which relate to the Company’ actual or proposed business, ’s products or research and development, developments and (iii) which are not assigned to the Company hereunder; or, if no such list is attachedPrior Inventions are listed, the Executive represents that there are no such Prior Inventions. Except The Executive agrees that she will not incorporate, or permit to the extent set forth in Schedule Bbe incorporated, any Prior Invention owned by the Executive hereby acknowledges thator in which the Executive has an interest into a Company product, if process or machine without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of his/her service for his employment with the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he the Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.. ​

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit 1, a list describing any and all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s his employment by the with Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong to Executive, which relate to the Company’s and/or any of its affiliates’ actual or proposed businessfuture businesses, products or research and development, and (iii) which are not assigned to the Company hereunder; or, if no such list is attachedattached hereto upon delivery of the signed Agreement to the Company, the Executive represents that there are no such Prior Inventions. Except Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product, process or machine without the extent set forth in Schedule BCompany’s prior written consent. Notwithstanding the foregoing sentence, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive’s employment with the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, hereto as Schedule BExhibit A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, derivative works, developments, improvements and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed made by Executive prior to her employment with the Executive’s employment by the Company (collectively, “Prior Inventions”)Company, (ii) belong to Executive, (iii) relate to the Company’ actual or 's proposed business, products or research and development, development and (iiiiv) are not assigned to the Company hereunderhereunder (collectively, "Prior Inventions"); or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product, process or service without the extent set forth in Schedule BCompany's prior written consent. Nevertheless, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive's employment with the Company, the Executive incorporates into a Company product, process or machine service a Prior Invention owned by the Executive or in which he Executive has an interest, Executive hereby grants to the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, sublicense offer to sell, and otherwise distribute exploit in any other way such Prior Invention as part of or in connection with such product, process or machineservice, and to practice any method related thereto.

Inventions Retained and Licensed. The Executive has attached hereto, hereto as Schedule Exhibit B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, derivative works, developments, improvements and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed made by Executive prior to her employment with the Company, (ii) belong to Executive, (iii) relate to the Company’s employment by proposed business, products or research and development and (iv) are not assigned to the Company hereunder (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions, Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product, process or service without the Company’s prior written consent. Except to the extent set forth in Schedule BNevertheless, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive’s employment with the Company, the Executive incorporates into a Company product, process or machine service a Prior Invention owned by the Executive or in which he Executive has an interest, Executive hereby grants to the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, sublicense offer to sell, and otherwise distribute exploit in any other way such Prior Invention as part of or in connection with such product, process or machineservice, and to practice any method related thereto.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BC, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BC, the Executive hereby acknowledges that, if in the course of his/her his service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BA, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BA, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive Employee has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive Employee (whether made solely by the Executive Employee or jointly with others) that (i) were developed by Executive Employee prior to the ExecutiveEmployee’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive Employee represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive Employee hereby acknowledges that, if in the course of his/his or her service for the Company, the Executive Employee incorporates into a Company product, process or machine a Prior Invention owned by the Executive Employee or in which he or she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he or she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Ban exhibit, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment engagement by the Company Cyren (collectively, “Prior Inventions”), (ii) relate to the Company’ Cyren’s actual or proposed business, products or research and development, development and (iii) are not assigned to the Company Cyren hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her his service for the CompanyCyren, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he or she has an interest, the Company Cyren is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit A, a list describing with particularity all intellectual property, including, but not limited to, property inventions, ideascopyrights, improvements, designs and discoveries, whether copyright applications or not patentable and whether or not reduced to practiceregistrations, original works of authorship and authorship, developments, improvements, patents, patent applications, trademarks, trademark applications, ideas, discoveries, inventions, formulae, algorithms, techniques, processes, know how, trade names, trade secrets made and other intellectual property which were created or conceived by or belonging to the Executive (whether made solely owned by the Executive or jointly with others) that (i) were developed by Executive prior to the Executivecommencement of the Term and which belong solely to the Executive or belong to the Executive jointly with another, which relate in any way to any of the Company’s employment by the Company proposed businesses, products or research and development (collectively, collectively referred to as “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) which are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BIf, the Executive hereby acknowledges that, if in the course of his/her service for the CompanyTerm, the Executive incorporates agrees to incorporate into a Company product, process or machine a Prior Invention owned by the Executive her or in which he the Executive has an interest, absent a prior written agreement or license between the Executive and the Company for such incorporation of the Prior Invention into a Company product, process or machine, then the Company is hereby granted and shall have a nonexclusivenon-exclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by with the Company right to any other person or entitysublicense) to make, have made, copy, modify, make derivative works of, use, sell, sublicense sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her his service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he [he][she] has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BA, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he he/she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit 1, a list describing any and all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s her employment by the with Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong to Executive, which relate to the Company’s and/or any of its affiliates’ actual or proposed businessfuture businesses, products or research and development, and (iii) which are not assigned to the Company hereunder; or, if no such list is attachedattached hereto upon delivery of the signed Agreement to the Company, the Executive represents that there are no such Prior Inventions. Except Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product, process or machine without the extent set forth in Schedule BCompany’s prior written consent. Notwithstanding the foregoing sentence, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive’s employment with the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BA, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BA, the Executive hereby acknowledges that, if in the course of his/his or her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit A, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s his employment by with the Company (collectively, “collectively referred to as "Prior Inventions”"), (ii) which belong to him, which relate to the Company’ actual or 's proposed business, products or research and development, and (iii) which are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except Executive agrees that he will not incorporate, or permit to be incorporated, any Prior Invention owned by him or in which he has an interest into a Company product, process or machine without the extent set forth in Schedule BCompany's prior written consent. Notwithstanding the foregoing sentence, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive's employment with the Company, the Executive he incorporates into a Company product, process or machine a Prior Invention owned by the Executive him or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached Attached hereto, as Schedule BExhibit A, is a -------------------------------- --------- list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s 's employment by with the Company (collectively, “collectively referred to as "Prior Inventions”"), (ii) which belong to Executive, which relate to the Company’ actual or 's proposed business, products or research and development, and (iii) which are not assigned to the Company hereunder; or, if no such list is attached, the Executive hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if If in the course of his/her service for Executive's employment with the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he the Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-royalty- free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive Employee has attached hereto, as Schedule BExhibit A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive Employee (whether made solely by the Executive Employee or jointly with others) that (i) were developed by Executive Employee prior to the ExecutiveEmployee’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ ’s actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive Employee represents that there are no such Prior Inventions. Except to the extent set forth in Schedule Bon Exhibit A, the Executive Employee hereby acknowledges that, if in the course of his/her service for Employee’s employment by the Company, the Executive Employee incorporates into a Company product, process or machine a Prior Invention owned by the Executive Employee or in which he Employee has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, hereto as Schedule BExhibit C, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, derivative works, developments, improvements and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed made by Executive prior to his employment with the Company, (ii) belong to Executive, (iii) relate to the Company’s employment by proposed business, products or research and development and (iv) are not assigned to the Company hereunder (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except Executive agrees that Executive will not incorporate, or permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product, process or service without the extent set forth in Schedule BCompany’s prior written consent. Nevertheless, the Executive hereby acknowledges thatif, if in the course of his/her service for Executive’s employment with the Company, the Executive incorporates into a Company product, process or machine service a Prior Invention owned by the Executive or in which he Executive has an interest, Executive hereby grants to the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, sublicense offer to sell, and otherwise distribute exploit in any other way such Prior Invention as part of or in connection with such product, process or machineservice, and to practice any method related thereto.

Inventions Retained and Licensed. The Executive Employee has attached hereto, as Schedule BExhibit A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive Employee (whether made solely by the Executive Employee or jointly with others) that (i) were developed by Executive Employee prior to the ExecutiveEmployee’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ ’s actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive Employee represents that there are no such Prior Inventions. Except to the extent set forth in Schedule Bon Exhibit A, the Executive Employee hereby acknowledges that, if in the course of his/his or her service for the Company, the Executive Employee incorporates into a Company product, process or machine a Prior Invention owned by the Executive Employee or in which he or she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing all any inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company Effective Date (collectively, “collectively referred to as "Prior Inventions”)") which belong to the Executive, (ii) which relate to the Company’ actual or proposed business, Company Group's products or research and development, developments and (iii) which are not assigned to the Company hereunder; or, if no such list is attachedPrior Inventions are listed, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, The Executive agrees that the Executive hereby acknowledges thatwill not incorporate, if or permit to be incorporated, any Prior Invention owned by the Executive or in which the Executive has an interest into a Company Group product, process or machine without the Company's prior written consent. Notwithstanding the foregoing sentence, if, in the course of his/her service for the Executive's employment with the Company, the Executive incorporates into a Company Group product, process or machine a Prior Invention owned by the Executive or in which he the Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s 's employment by the Company (collectively, “"Prior Inventions”"), (ii) relate to the Company’ ' actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her his service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BA, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BA, the Executive hereby acknowledges that, if in the course of his/her his service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.