Common use of Inventions Clause in Contracts

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (i) The Employee Executive acknowledges and agrees that all trade secrets, mask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products products, developments or developments other works of authorship (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the EmployeeExecutive’s work with the CompanyEmployer, made made, developed or conceived by the EmployeeExecutive, solely or jointly with othersothers or with the use of any of the Employer’s equipment, during the Employment Termsupplies, facilities or trade secrets or (By) suggested by any work that the Employee Executive performs in connection with the CompanyEmployer, either while performing the EmployeeExecutive’s duties to with the Company Employer or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to of the CompanyEmployer (collectively, shall “Company Inventions”), will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyEmployer, of all Company Inventions, and will promptly disclose all Company Inventions completely and in writing to the Company. The Records shall will be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermExecutive’s employment, or upon the Company’s request. The Employee will assign Executive hereby assigns to the Company (or its designee) the Company Inventions including all rights in and all to any related patents and other intellectual property that may issue thereon in any and all countries, whether during or subsequent to Executive’s employment with the Employment TermEmployer, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to Executive’s employment with the Employment TermEmployer, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the InventionsCompany Inventions and the underlying intellectual property. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and the underlying intellectual property for its benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Company Inventions will be deemed Work “work made for Hirehire”, as such term is defined under the copyright laws law of the United States, on behalf of the Company Employer and the Employee Executive agrees that the Company (or its designee) will be the sole owner of the Company Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to the EmployeeExecutive. If the Company Inventions, or any portion thereof, are deemed not to be Work work made for Hirehire, the Employee Executive hereby irrevocably conveys, transfers transfers, assigns and assigns delivers to the CompanyCompany (or its designee), all rights, titles and interests, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Company Inventions, including, including without limitation, : (a) all of the EmployeeExecutive’s rightrights, title titles and interest interests in the copyrights and to any underlying intellectual property (and all renewals, revivals and extensions thereof) related to the Company Inventions, including, without limitation, ; (b) all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Company Inventions, to exploit and allow others to exploit the Inventions Company Inventions; and (c) all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Company Inventions, known or unknown, prior to the date hereof, including, including without limitation, limitation the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Company Inventions. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other intellectual property rights that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the CompanyEmployer. (iii) To the extent that Executive is unable to assign any of Executive’s right, title or interest in any Company Invention under applicable law, for any such Company Invention and the underlying intellectual property rights, Executive hereby grants to the Company (or its designee) an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Company Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Company Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Company Invention. (iv) To the extent that any of the Company Inventions are derived by, or require use by the Employer of, any works, Inventions, or other intellectual property rights that Executive owns, which are not assigned hereby, Executive hereby grants to the Company (or its designee) an irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free license, with the right to sublicense, use, modify and create derivative works using such works, Inventions or other intellectual property rights, but only to the extent necessary to permit the Company to fully realize their ownership rights in the Company Inventions.

Inventions. (ia) The Employee acknowledges shall promptly, from time to time, fully inform and agrees that disclose to POZEN in writing all ideas, methods, inventions, discoveriescopyrightable material, improvementsdesigns, improvements and discoveries of any kind which Employee now has made, conceived or developed (including prior to the date of this Agreement), or which Employee may later make, conceive or develop, during the period of Employee’s employment with POZEN, which pertain to or relate to POZEN’s business or any of the work products or developments businesses carried on by POZEN (“Inventions”), whether patentable or unpatentable, (A) that relate . This covenant applies to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee)all such Inventions, whether or not patent applications they are filed thereon. The eligible for patent, copyright, trademark, trade secret or other legal protection; and whether or not they are conceived and/or developed by Employee will keep full alone or with others; and complete written records whether or not they are conceived and/or developed during regular working hours; and whether or not they are conceived and/or developed at POZEN’s facility or not. (the “Records”)b) Inventions shall not include any inventions made, in the manner prescribed conceived or developed by the Company, of all Inventions, and will promptly disclose all Employee prior to Employee’s employment with POZEN. (c) All Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the CompanyPOZEN, and the Employee will surrender them upon the termination shall be deemed part of the Employment TermConfidential Information of POZEN for purposes of this Agreement, whether or upon the Companynot fixed in a tangible medium of expression. Employee hereby assigns all Employee’s request. The Employee will assign to the Company the rights in all Inventions and in all patents that may issue thereon in any related patents, copyrights and all countriestrademarks, whether during or subsequent trade secrets and other proprietary rights therein to POZEN. Without limiting the Employment Termforegoing, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that any copyrightable material shall be deemed to be “works made for hire” and that POZEN shall be deemed the Company will be author of such works under the sole owner of United States Copyright Act, provided that in the Inventions, event and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, extent such works are deemed determined not to be Work constitute “works made for Hirehire”, the Employee hereby irrevocably conveys, assigns and transfers and assigns to the Company, POZEN all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in such works. (d) Employee shall assist and cooperate with POZEN, both during and after the copyrights (and all renewalsperiod of Employee’s employment with POZEN, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventionsat POZEN’s sole expense, to exploit allow POZEN to obtain, maintain and allow others to exploit the Inventions enforce patent, copyright, trademark, trade secret and all rights to ▇▇▇ at law or in equity other legal protection for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee shall sign such truthful documents, and do such things necessary, to obtain such protection and to vest POZEN with full and exclusive title in all Inventions against infringement by others. Employee hereby waives appoints the Secretary of POZEN as Employee’s attorney-in-fact to execute any truthful documents on Employee’s behalf for this purpose. (e) Employee shall not be entitled to any additional compensation for any and all currently existing and future monetary rights in and to Inventions made during the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the period of Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Companyemployment with POZEN.

Inventions. (i) The Employee a. Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“"Inventions”"), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive's work with the Company or that relate to the Employee’s work with business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment TermExecutive's Service, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the Employee’s Executive's duties to with the Company or on the Employee’s Executive's own time, but only insofar as the Inventions are related to the Employee’s Executive's work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. The Employee Executive will keep full and complete written records (the “"Records”"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermService, or upon the Company’s 's request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment TermExecutive's Service, together with the right to file, in the Employee’s Executive's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “"Applications”"). The Employee Executive will, at any time during and subsequent to the Employment TermExecutive's Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional compensation to Executive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company's benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s 's expense. (ii) b. In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s Executive's right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “"moral rights” " with respect to the Inventions. The Employee To the extent that Executive has any rights in the results and proceeds of Executive's service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s Executive's benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (i) 9.1 The Employee acknowledges that the nature of his duties, and agrees the particular responsibilities arising therefrom, are such that all ideashe has a special obligation within the meaning of S57 of the Patents Ordinance, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate Cap 514 to further the Employee’s work with interest of the Company's undertakings. Accordingly, any Invention made or conceived discovered by the Employee, solely Employee or jointly with others, during wholly or substantially in the Employment Termcourse of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed to the Company and all rights in such Inventions shall be and become the absolute property of the Company and shall not be disclosed to any other person or entity without the consent of the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (Bwhether during or after the termination of this Agreement) suggested by any work promptly disclose and deliver to the Company all information and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that may, in the Employee performs in connection with opinion of the Company, either while performing the Employee’s duties be necessary to enable the Company or on its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee’s own time's attorney in his name and on his behalf to execute and do any such acts, but only insofar matters, documents or things as mentioned above and generally to use his name for the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively purpose of giving to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep nominees) the full and complete written records (benefit of the “Records”)provisions of this CLAUSE 9, in the manner prescribed favour of any third party. A certificate in writing signed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to Employee or the Company. The Records Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the sole and exclusive case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the CompanyPatents Ordinance, and Cap 514 (as the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as same may be requested amended from time to time by the Company with respect to the Inventions. time). 9.6 The Employee will also execute assignments agrees to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance not less than thirty (including the giving 30) days' prior notice in writing of testimony) any application proposed to obtain the Inventions for its benefit, all without additional compensation to be made by the Employee from or on the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws Employee's behalf pursuant to S58 of the United StatesPatents Ordinance, on behalf of Cap 514 (as the Company and the Employee agrees that the Company will same may be the sole owner of the Inventions, and all underlying rights therein, amended from time to time) for compensation in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights respect of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity such Invention for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Companywhich a patent has been granted.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (ithe “Developments”) The shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records Developments shall be deemed “works made for hire” within the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws meaning of the United StatesStates Copyright Act, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventionsas amended. If, and all underlying rights thereinfor any reason, in all media now known or hereinafter devisedsuch Developments are not deemed works made for hire, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, Employer all of the Employee’s his right, title and interest in the copyrights (including, but not limited to, copyright and all renewalsrights of inventorship) in and to such Developments. At the request and expense of Employer, revivals whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law such Developments or in equity vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any infringement, reason Employee refuses or other unauthorized use is unable to assist Employer in obtaining or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” enforcing its rights with respect to the Inventions. The Employee such Developments, he hereby waives irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all currently existing and future monetary other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and to is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the Inventions termination of his employment with Employer and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to (iii) the Employee’s benefit by virtue termination of the Employee being an employee of or other service provider to the Companythis Agreement.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the EmployeeExecutive’s work with the Company, made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company. (iii) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive represents and warrants that he does not possess or own any rights in or to any confidential, proprietary or non-public information or intellectual property related to the business of the Company. Executive shall comply with all relevant policies and guidelines of the Company regarding the protection of confidential information and intellectual property and potential conflicts of interest, provided same are consistent with the terms of this Agreement. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

Inventions. (i) The Employee acknowledges shall inform the Employer using the established procedures promptly and agrees that fully of all ideasinventions, methods, inventionsimprovements, discoveries, improvementsknow-how, work products or developments designs, processes, formulae and techniques, and any related suggestions and ideas (hereinafter “Inventions”), whether patentable or unpatentablenot, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, which are solely or jointly with othersconceived or made by Employee, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the period of Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed employment by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countriesEmployer, whether during or subsequent out of Employee’s usual hours of work. The Employer shall own all right, title and interest to those inventions (hereinafter “Employer Inventions”) which are: (a) within the scope of the Employer’s business, which includes areas in which research is being conducted and areas of technical or market investigation; and/or (b) related to work done for the Employer by Employee. Employee hereby assigns and agrees to assign to the Employment Term, together with the right to file, in the Employer Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s entire right, title and interest in all Employer Inventions and any patents, design patents, and any other forms of intellectual property resulting therefrom. Employee shall protect the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted Employer’s right to make modificationspatent Employee’s Employer Inventions by keeping written records, adaptations which are witnessed and revisions dated, concerning dates of conception and reduction to practice, and Employee shall not publish information concerning Employer Inventions without prior approval from the InventionsEmployer. Employee shall also, during and after Employee’s employment, execute such written instruments and render such other assistance as the Employer shall reasonably request to exploit obtain and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringementmaintain patents, design patents, or other unauthorized use or conduct forms of protection on any Employer Inventions and to vest and confirm in derogation of the InventionsEmployer its entire right, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds title and damages therefrominterest therein. In additionthis regard, Employee shall be reimbursed by the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereonEmployer for actual expenses incurred and, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being if no longer an employee of or other service provider to the CompanyEmployer, shall be reasonably compensated for assistance rendered.

Inventions. (ia) The Employee acknowledges shall promptly, from time to time, fully inform and agrees that disclose to Inspire in writing all ideas, methods, inventions, discoveriescopyrightable material, improvementsdesigns, work products improvements and discoveries of any kind which Employee now has made, conceived or developments developed (“Inventions”including prior to the date of this Agreement), whether patentable or unpatentablewhich Employee may later make, (A) that relate to the Employee’s work with the Company, made conceive or conceived by the Employee, solely or jointly with othersdevelop, during the Employment Termperiod of Employee's employment with Inspire, which pertain to or relate to Inspire's business or any of the work or businesses carried on by Inspire (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties "Inventions"). This covenant applies to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee)all such Inventions, whether or not patent applications they are filed thereon. The eligible for patent, copyright, trademark, trade secret or other legal protection; and whether or not they are conceived and/or developed by Employee will keep full alone or with others; and whether or not they are conceived and/or developed during regular working hours; and whether or not they are conceived and/or developed at Inspire's facility or not. (b) Inventions shall not include any inventions made, conceived or developed by Employee prior to Employee's employment with Inspire, a complete written records list of which is set forth on Schedule A attached. (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all c) All Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the CompanyInspire, and the Employee will surrender them upon the termination shall be deemed part of the Employment TermConfidential Information of Inspire for purposes of this Agreement, whether or upon the Company’s requestnot fixed in a tangible medium of expression. The Employee will assign to the Company the hereby assigns all Employee's rights in all Inventions and in all patents that may issue thereon in any related patents, copyrights and all countriestrademarks, whether during or subsequent trade secrets and other proprietary rights therein to Inspire. Without limiting the Employment Termforegoing, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that any copyrightable material shall be deemed to be "works made for hire" and that Inspire shall be deemed the Company will be author of such works under the sole owner of United States Copyright Act, provided that in the Inventions, event and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, extent such works are deemed determined not to be Work constitute "works made for Hirehire", the Employee hereby irrevocably conveys, assigns and transfers and assigns to the Company, Inspire all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in such works. (d) Employee shall assist and cooperate with Inspire, both during and after the copyrights (and all renewalsperiod of Employee's employment with Inspire, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventionsat Inspire's sole expense, to exploit allow Inspire to obtain, maintain and allow others to exploit the Inventions enforce patent, copyright, trademark, trade secret and all rights to ▇▇▇ at law or in equity other legal protection for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee shall sign such documents, and do such things necessary, to obtain such protection and to vest Inspire with full and exclusive title in all Inventions against infringement by others. Employee hereby waives appoints the Secretary of Inspire as Employee's attorney-in-fact to execute documents on Employee's behalf for this purpose. (e) Employee shall not be entitled to any additional compensation for any and all currently existing and future monetary rights in and to Inventions made during the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the period of Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company's employment with Inspire.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to with the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (i) The Employee acknowledges and agrees that all ideasas a function of the Employee’s employment with the Company and/or any of its Subsidiaries, the Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, inventionsprocesses, discoveriesideas, improvementstrade secrets and other forms of intellectual property and works of authorship, work products whether or developments not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the . The Employee performs in connection with the Company, either while performing the Employee’s duties shall make prompt and full disclosure to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Companyand/or any of its Subsidiaries, shall belong hold in trust for the sole benefit of the Company and/or any of its Subsidiaries, and hereby assigns exclusively to the Company (without additional compensation or consideration to the Employee all the Employee’s rights, title and interest in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its designee)Subsidiaries, whether or not including, without limitation, all patent applications are filed thereonrights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee will keep full waives and complete written records (quitclaims to the “Records”), in Company any and all claims of any nature whatsoever that the manner prescribed by the Company, Employee now or hereafter may have for infringement of all Inventions, and will promptly disclose all Inventions completely and in writing any patent or other intellectual property right relating to any Invention so assigned to the Company. The Records shall be Employee agrees to perform all actions reasonably requested by the sole Company to establish and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon confirm the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name ownership of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of (a) the assignment of all rights of the Employee, if any, in any Inventions and (b) the Company’s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. The Employee will assist the Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of the Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during the last period of employment with the Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee prior to employment with the Company and/or any of its Subsidiaries without using any equipment, supplies, facilities, services, or Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to the business of the Company and/or any of its Subsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any of its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, on the form set forth as Appendix D, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If the Employee has completed Appendix D, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any of its Subsidiaries may not necessarily agree with all of the Employee’s rightassertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee has an interest at any time prior to or during the Employee’s employment with the Company and/or any of its Subsidiaries, title and interest if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the copyrights (and all renewalsCompany and/or any of its Subsidiaries, revivals and extensions thereof) or if the Employee permits the Company and/or its Subsidiaries to the Inventions, including, without limitation, all rights of any kind use or any nature now or hereafter recognized, including without limitationincorporate such an Invention, the unrestricted right Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions exercise any and all rights with respect to ▇▇▇ at law or in equity for any infringementsuch Invention, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, including the right to receive all proceeds protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect right to the Inventions. The Employee hereby waives any and all currently existing and future monetary sublicense those rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Companyothers.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or and developments (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the EmployeeExecutive’s work with the Employer and the Company, made or conceived by the EmployeeExecutive, solely or jointly with others, during or prior to the Employment Term, or (By) suggested by any work that the Employee Executive performs in connection with the Employer or the Company, either while performing the EmployeeExecutive’s duties to with the Company Employer or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the CompanyEmployer, shall belong exclusively to the Employer, the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyEmployer, of all Inventions, Inventions and will promptly disclose all Inventions completely and in writing to the CompanyEmployer. The Records shall be the sole and exclusive property of the Company, Employer and the Employee Executive will surrender them upon the termination of the Employment Termemployment, or upon the CompanyEmployer’s request. The Employee Executive will assign to the Company Employer the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Employer, the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Employer or the Company with respect to the Inventions. The Employee Executive will also execute assignments to the Employer, the Company (or its designee) , of the Applications, and give the Employer, the Company and its or their attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee Executive from the Employer or the Company, but entirely at the Employer’s or the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws law of the United States, on behalf of the Company Employer or the Company, and the Employee Executive agrees that the Employer or the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity perpetuity, without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, Employer or the Company all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, infringement or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Employer or the Company.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Employee’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to with the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the InventionsEmployee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (ia) The Employee acknowledges and agrees that shall disclose fully to the Company all ideas, methods, inventions, discoveries, improvements, work products inventions (as defined below) conceived or developments (“Inventions”)discovered by the Employee, whether patentable solely or unpatentable, (A) that relate jointly with others during the term of this Agreement. Such inventions shall belong solely to the Company and shall not belong to the Employee’s work with . During the term of this Agreement, the Employee shall assign to the Company, exclusively and free from any royalty obligation or any other legal or equitable title or right of the Employee, all such inventions referred to above and all patents, trademarks, copyrights, and maskworks, and any and all applications and rights pertaining thereto on a worldwide basis. The Employee shall assist the Company, during and subsequent to the term hereof, in every proper way, but without any further compensation or additional consideration, to transfer and assign such inventions to and for the Company's benefit and enjoyment and to cooperate as may be reasonably requested to perfect the Company's ownership therein and, if requested by the Company, to prosecute or direct in prosecuting any application for or registration with respect to any patent or other applicable intellectual property right, including, but not in limitation thereof, the execution and delivery of applications for the registration of one or more intellectual property rights and assignments of the same as may be deemed necessary or desirable by the Company in any office selected by the Company. The judgment of the Company with respect to the registrability of any particular item of intellectual property shall be final and conclusive as between the Employee and the Company. (b) Any improvements made upon such inventions by the Employee subsequent to the term hereof shall be presumed to have been developed during the term hereof and by and for the benefit of the Company and accordingly shall be the property of the Company. (c) The Employee agrees to execute such other standard forms relating to the invention or development of inventions and other intellectual properties as the Company may require of its consultants and employees generally. (d) Prior inventions of the Employee, if any, as listed on the Addendum, are excluded from the scope of this Agreement. (e) For purposes of this Agreement, "inventions" includes all inventions, creations, developments, software programs, algorithms, routines, patterns, components, compilations, devices, or improvements of any kind or nature, whether or not trade secret, patented, patentable, copyrighted or copyrightable, which the Employee had made or conceived or developed or may make, conceive or develop, either solely or jointly with others, while in the employ of the Company or with the use of the Company's time, materials, equipment or facilities or relating in any way to the Company's actual, anticipated, or subsequently arising business, products, services or activities, or arising out of or suggested by any task assigned to be performed by the Employee, solely or jointly with others, during the Employment Term, for or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (i) The Employee acknowledges and agrees that all ideasas a function of the Employee’s employment with the Company and/or any of its Subsidiaries, the Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, inventionsprocesses, discoveriesideas, improvementstrade secrets and other forms of intellectual property and works of authorship, work products whether or developments not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the . The Employee performs in connection with the Company, either while performing the Employee’s duties shall make prompt and full disclosure to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Companyand/or any of its Subsidiaries, shall belong hold in trust for the sole benefit of the Company and/or any of its Subsidiaries, and hereby assigns exclusively to the Company (without additional compensation or consideration to the Employee all the Employee’s rights, title and interest in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its designee)Subsidiaries, whether or not including, without limitation, all patent applications are filed thereonrights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee will keep full waives and complete written records (quitclaims to the “Records”), in Company any and all claims of any nature whatsoever that the manner prescribed by the Company, Employee now or hereafter may have for infringement of all Inventions, and will promptly disclose all Inventions completely and in writing any patent or other intellectual property right relating to any Invention so assigned to the Company. The Records shall be Employee agrees to perform all actions reasonably requested by the sole Company to establish and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon confirm the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name ownership of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of (a) the assignment of all rights of the Employee, if any, in any Inventions and (b) the Company’s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. The Employee will assist the Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of the Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during the last period of employment with the Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee prior to employment with the Company and/or any of its Subsidiaries without using any equipment, supplies, facilities, services, or Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to the business of the Company and/or any of its Subsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any of its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, on the form set forth as Appendix C, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If the Employee has completed Appendix C, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any of its Subsidiaries may not necessarily agree with all of the Employee’s rightassertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee has an interest at any time prior to or during the Employee’s employment with the Company and/or any of its Subsidiaries, title and interest if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the copyrights (and all renewalsCompany and/or any of its Subsidiaries, revivals and extensions thereof) or if the Employee permits the Company and/or its Subsidiaries to the Inventions, including, without limitation, all rights of any kind use or any nature now or hereafter recognized, including without limitationincorporate such an Invention, the unrestricted right Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions exercise any and all rights with respect to ▇▇▇ at law or in equity for any infringementsuch Invention, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, including the right to receive all proceeds protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect right to the Inventions. The Employee hereby waives any and all currently existing and future monetary sublicense those rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Companyothers.

Inventions. (i) The Employee acknowledges You acknowledge and agrees agree that all trade secrets, mask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products products, developments or developments other works of authorship (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the Employee’s your work with the Company, made made, developed or conceived by the Employeeyou, solely or jointly with othersothers or with the use of any of the Company’s equipment, during the Employment Termsupplies, facilities or trade secrets or (By) suggested by any work that the Employee performs you perform in connection with the Company, either while performing the Employee’s your duties to with the Company or on the Employee’s your own time, but only insofar as the Inventions are related to the Employee’s your work as an employee or other service provider to of the CompanyCompany (collectively, shall “Company Inventions”), will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee You will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Company Inventions, and will promptly disclose all Company Inventions completely and in writing to the Company. The Records shall will be the sole and exclusive property of the Company, and the Employee you will surrender them upon the termination of the Employment Termyour employment, or upon the Company’s request. The Employee will You hereby assign to the Company the Company Inventions including all rights in and all to any related patents and other intellectual property that may issue thereon in any and all countries, whether during or subsequent to the Employment Termterm of this Letter Agreement, together with the right to file, in the Employee’s your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee You will, at any time during and subsequent to the Employment Termterm of this Letter Agreement, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the InventionsCompany Inventions and the underlying intellectual property. The Employee You will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and the underlying intellectual property for its benefit, all without additional compensation to the Employee you from the Company, but entirely at the Company’s expense. (ii) In addition, the Company Inventions will be deemed Work “work made for Hirehire”, as such term is defined under the copyright laws law of the United States, on behalf of the Company and the Employee agrees you agree that the Company will be the sole owner of the Company Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to the Employeeyou. If the Company Inventions, or any portion thereof, are deemed not to be Work work made for Hirehire, the Employee you hereby irrevocably conveysconvey, transfers transfer, assign and assigns deliver to the Company, all rights, titles and interests, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Company Inventions, including, including without limitation, : (a) all of the Employee’s rightyour rights, title titles and interest interests in the copyrights and to any underlying intellectual property (and all renewals, revivals and extensions thereof) related to the Company Inventions, including, without limitation, ; (b) all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Company Inventions, to exploit and allow others to exploit the Inventions Company Inventions; and (c) all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Company Inventions, known or unknown, prior to the date hereof, including, including without limitation, limitation the right to receive all proceeds and damages therefrom. In addition, the Employee you hereby waives waive any so-called “moral rights” with respect to the Company Inventions. The Employee You hereby waives waive any and all currently existing and future monetary rights in and to the Inventions and all patents and other intellectual property rights that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s your benefit by virtue of the Employee you being an employee of or other service provider to the Company. (iii) To the extent that you are unable to assign any of your right, title or interest in any Company Invention under applicable law, for any such Company Invention and the underlying intellectual property rights, you hereby grant to the Company an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Company Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Company Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Company Invention. (iv) To the extent that any of the Company Inventions are derived by, or require use by the Company of, any works, Inventions, or other intellectual property rights that you own, which are not assigned hereby, you hereby grant to the Company an irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free license, with the right to sublicense, use, modify and create derivative works using such works, Inventions or other intellectual property rights, but only to the extent necessary to permit the Company to fully realize their ownership rights in the Company Inventions.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Partnership Group resources and/or within the scope of Executive’s work with the Company, Partnership Group and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the period of Executive’s Employment Termwith the Partnership Group, or (B) suggested by any work that the Employee Executive performs in connection with the CompanyPartnership Group, either while performing the EmployeeExecutive’s duties to with the Company Partnership Group or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the CompanyPartnership Group, shall belong exclusively to the Company Partnership Group (or its designeedesignees), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyPartnership Group, of all Inventions, and will promptly disclose all Inventions completely and in writing to the CompanyPartnership Group. The Records shall be the sole and exclusive property of the CompanyPartnership Group, and the Employee Executive will surrender them upon the termination of Executive’s Employment with the Employment TermPartnership Group, or upon the Company’s request. The Employee Executive will assign to the Company Partnership Group the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the period of Executive’s Employment Termwith the Partnership Group, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company Partnership Group (or its designeedesignees), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the period of Executive’s Employment Termwith the Partnership Group, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be reasonably requested from time to time by the Company with respect Partnership Group to perfect, record, enforce, protect, patent or register the rights of the Partnership Group in the Inventions, all without additional compensation to Executive from the Partnership Group. The Employee Executive will also execute assignments to the Company Partnership Group (or its designeedesignees) of the Applications, and give the Company Partnership Group and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefitthe benefit of the Partnership Group, all without additional compensation to the Employee from the CompanyExecutive, but entirely at the Company’s expenseexpense of the Partnership Group. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Partnership Group and the Employee Executive agrees that the Company Partnership Group will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Partnership Group, Executive hereby irrevocably conveys, transfers and assigns to the Company, Partnership Group all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee To the extent that Executive has any rights in the Inventions that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the CompanyPartnership Group.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the EmployeeExecutive’s work with the Company, made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (i) The Employee acknowledges You acknowledge and agrees agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s your work with the Company, made or conceived by the Employeeyou, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs you perform in connection with the Company, either while performing the Employee’s your duties to with the Company or on the Employee’s your own time, but only insofar as the Inventions are related to the Employee’s you work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee You will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee you will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee You will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful right full oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee You will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit. The Company will reimburse you for any reasonable, all documented out-of-pocket expenses incurred by you as a result of the Company’s request(s) in complying with this Section 9(f)(i), including travel, duplicating or telephonic expenses incurred by you, but without additional compensation to the Employee you from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employeeyou. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee you hereby irrevocably conveysconvey, transfers transfer and assigns assign to the Company, Company all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee you hereby waives waive any so-called “moral rights” with respect to the Inventions. The Employee You hereby waives waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s your benefit by virtue of the Employee you being an employee of or other service provider to the Company.

Inventions. (ia) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (collectively, “Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (For the “Records”)avoidance of doubt, in Executive understands that the manner prescribed by provisions of this Section 7 requiring assignment of Inventions to the Company do not apply to any Invention that Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those Inventions that either (1) relate at the time of all Inventions, and will promptly disclose all Inventions completely and in writing conception or reduction to practice of the Invention to the Company. The Records shall be the sole and exclusive property ’s Business, or actual or demonstrably anticipated research or development of the Company, and ; or (2) result from any work performed by an employee for the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s requestCompany (other than Executive). The Employee Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment TermPeriod, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and for a period of three years subsequent to the Employment TermPeriod, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be reasonably requested from time to time by the Company with respect to the Inventions, provided that Executive shall not be obligated to incur any expense in connection therewith. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) ), at no expense to Executive, to obtain the Inventions for its benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (iib) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, including all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, including all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, including the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, including any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of of, or other service provider to the Company. Executive’s obligations under this Section 7 shall survive the termination of employment and the expiration or termination of this Agreement in accordance with the terms and conditions herein.

Inventions. (i) The Employee a. Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“Inventions”), whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Company resources and/or within the scope of Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment TermExecutive’s Service, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermService, or upon the Company’s request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment TermExecutive’s Service, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment TermExecutive’s Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to Executive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) b. In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee To the extent that Executive has any rights in the results and proceeds of Executive’s service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (ia) The Employee acknowledges shall promptly, from time to time, fully inform and agrees that disclose to Inspire in writing all ideas, methods, inventions, discoveriescopyrightable material, improvementsdesigns, improvements and discoveries of any kind which Employee now has made, conceived or developed (including prior to the date of this Agreement), or which Employee may later make, conceive or develop, during the period of Employee’s employment with Inspire, which pertain to or relate to Inspire’s business or any of the work products or developments businesses carried on by Inspire (“Inventions”), whether patentable or unpatentable, (A) that relate . This covenant applies to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee)all such Inventions, whether or not patent applications they are filed thereon. The eligible for patent, copyright, trademark, trade secret or other legal protection; and whether or not they are conceived and/or developed by Employee will keep full alone or with others; and whether or not they are conceived and/or developed during regular working hours; and whether or not they are conceived and/or developed at Inspire’s facility or not. (b) Inventions shall not include any inventions made, conceived or developed by Employee prior to Employee’s employment with Inspire, a complete written records list of which is set forth on Schedule A attached. (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all c) All Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the CompanyInspire, and the Employee will surrender them upon the termination shall be deemed part of the Employment TermConfidential Information of Inspire for purposes of this Agreement, whether or upon the Companynot fixed in a tangible medium of expression. Employee hereby assigns all Employee’s request. The Employee will assign to the Company the rights in all Inventions and in all patents that may issue thereon in any related patents, copyrights and all countriestrademarks, whether during or subsequent trade secrets and other proprietary rights therein to Inspire. Without limiting the Employment Termforegoing, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that any copyrightable material shall be deemed to be “works made for hire” and that Inspire shall be deemed the Company will be author of such works under the sole owner of United States Copyright Act, provided that in the Inventions, event and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, extent such works are deemed determined not to be Work constitute “works made for Hirehire”, the Employee hereby irrevocably conveys, assigns and transfers and assigns to the Company, Inspire all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in such works. (d) Employee shall assist and cooperate with Inspire, both during and after the copyrights (and all renewalsperiod of Employee’s employment with Inspire, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventionsat Inspire’s sole expense, to exploit allow Inspire to obtain, maintain and allow others to exploit the Inventions enforce patent, copyright, trademark, trade secret and all rights to ▇▇▇ at law or in equity other legal protection for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee shall sign such documents, and do such things necessary, to obtain such protection and to vest Inspire with full and exclusive title in all Inventions against infringement by others. Employee hereby waives appoints the Secretary of Inspire as Employee’s attorney-in-fact to execute documents on Employee’s behalf for this purpose. (e) Employee shall not be entitled to any additional compensation for any and all currently existing and future monetary rights in and to Inventions made during the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the period of Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Companyemployment with Inspire.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables that are made, furnished, sold, leased, used or developed by Employer or its affiliates or that pertain to the business of Employer (ithe “Developments”) The shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records Developments shall be deemed “works made for hire” within the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws meaning of the United StatesStates Copyright Act, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventionsas amended. If, and all underlying rights thereinfor any reason, in all media now known or hereinafter devisedsuch Developments are not deemed works made for hire, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, Employer all of the Employee’s his right, title and interest in the copyrights (including, but not limited to, copyright and all renewalsrights of inventorship) in and to such Developments. At the request and expense of Employer, revivals whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to the Inventions, including, without limitation, all rights of such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any kind controversy or legal proceeding relating to such Developments or any nature now patents, copyrights or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity trade secrets with respect thereto. If for any infringement, reason Employee refuses or other unauthorized use is unable to assist Employer in obtaining or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” enforcing its rights with respect to the Inventions. The Employee such Developments, he hereby waives irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all currently existing and future monetary other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and to is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the Inventions termination of his employment with Employer and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to (iii) the Employee’s benefit by virtue termination of the Employee being an employee of or other service provider to the Companythis Agreement.

Inventions. (ia) The Employee acknowledges and Executive agrees that he or she shall promptly make full written disclosure to the Company, shall hold in trust for the sole right and benefit of the Company, shall assign and hereby does assign to the Company, or its designee, all ideasof the Executive’s right, methodstitle, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, improvementsideas, work trademarks or trade secrets, whether or not patentable or registerable under copyright or similar laws, which the Executive may, solely or jointly, conceive or develop or reduce to practice during the period of time the Executive is in the employ of the Company that relate to the Company and/or its products or developments (collectively referred to as “Inventions”), whether patentable or unpatentable, (A) . The Executive further acknowledges that relate to the Employee’s work with the Company, all original works of authorship which are made or conceived by the Employee, Executive (solely or jointly with others, ) within the scope of and during the Employment Termperiod of his or her employment with the Company and which are protectable by copyright are “works made for hire”, or (B) suggested by any work as that term is defined in the United States Copyright Act. The Executive understands and agrees that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), decision whether or not patent applications are filed thereon. to commercialize or market any invention developed by the 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 the Executive as a result of the Company’s efforts to commercialize or market any such invention. (b) The Employee will Executive agrees to keep full and complete maintain adequate and current written records (the “Records”), in the manner prescribed of all Inventions made by the Company, Executive (solely or jointly with others) during the term of all Inventions, and will promptly disclose all Inventions completely and in writing to his or her employment with the Company. The Records shall records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole and exclusive property of the Company, and Company at all times. (c) If the Employee will surrender them upon the termination Company is unable because of the Employment TermExecutive’s mental or physical incapacity or for any other reason to secure his or her signature on any such document, or upon then the Company’s request. The Employee will assign to the Company the Inventions Executive hereby irrevocably designates and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give appoints the Company and its attorneys all reasonable assistance (including the giving of testimony) duly authorized officers and agents as his or her agent and attorney-in-fact to obtain the Inventions act for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without the Executive’s behalf and stead to execute and file any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in such document and to do all other lawfully permitted acts to further the Inventions, including, without limitation, all prosecution and issuance of letters patent or copyright registrations thereon with the Employee’s right, title same legal force and interest in effect as if executed by the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the CompanyExecutive.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company Group resources and/or within the scope of the Employee’s work with the CompanyCompany Group or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company Group, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the CompanyCompany Group, either while performing the Employee’s duties to with the Company Group or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company Group (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the CompanyCompany Group, and the Employee will surrender them upon the termination of the Employment Term, or upon the CompanyCompany Group’s request. The Employee will assign irrevocably conveys, transfers and assigns to the Company Group the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company Group (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company Group’s rights in the Inventions, all without additional compensation to the InventionsEmployee from the Company Group. The Employee will also execute assignments to the Company Group (or its designee) of the Applications, and give the Company Group and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company Group’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expenseCompany Group. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Group and the Employee agrees that the Company Group will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company Group, the Employee hereby irrevocably conveys, transfers and assigns to the CompanyCompany Group, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company Group that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the CompanyCompany Group.

Inventions. (i) The Employee a. Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“"Inventions”"), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive's work with the Company or that relate to the Employee’s work with business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment TermExecutive's Service, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the Employee’s Executive's duties to with the Company or on the Employee’s Executive's own time, but only insofar as the Inventions are related to the Employee’s Executive's work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. The Employee Executive will keep full and complete written records (the “"Records”"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermService, or upon the Company’s 's request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment TermExecutive's Service, together with the right to file, in the Employee’s Executive's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “"Applications”"). The Employee Executive will, at any time during and subsequent to the Employment TermExecutive's Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional compensation to Executive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company's benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s 's expense. (ii) b. In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s Executive's right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “"moral rights” " with respect to the Inventions. The Employee To the extent that Executive has any rights in the results and proceeds of Executive's service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s Executive's benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (i) The Employee 1. Executive acknowledges and agrees that all trade secrets, mask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products products, developments or developments other works of authorship (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the EmployeeExecutive’s work with the CompanyEmployer, made made, developed or conceived by the EmployeeExecutive, solely or jointly with othersothers or with the use of any of the Employer’s equipment, during the Employment Termsupplies, facilities or trade secrets or (By) suggested by any work that the Employee Executive performs in connection with the CompanyEmployer, either while performing the EmployeeExecutive’s duties to with the Company Employer or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to of the CompanyEmployer (collectively, shall “Company Inventions”), will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyEmployer, of all Company Inventions, and will promptly disclose all Company Inventions completely and in writing to the Company. The Records shall will be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermExecutive’s employment, or upon the Company’s request. The Employee will assign Executive hereby assigns to the Company (or its designee) the Company Inventions including all rights in and all to any related patents and other intellectual property that may issue thereon in any and all countries, whether during or subsequent to Executive’s employment with the Employment TermEmployer, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to Executive’s employment with the Employment TermEmployer, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the InventionsCompany Inventions and the underlying intellectual property. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and the underlying intellectual property for its benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) 2. In addition, the Company Inventions will be deemed Work “work made for Hirehire”, as such term is defined under the copyright laws law of the United States, on behalf of the Company Employer and the Employee Executive agrees that the Company (or its designee) will be the sole owner of the Company Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to the EmployeeExecutive. If the Company Inventions, or any portion thereof, are deemed not to be Work work made for Hirehire, the Employee Executive hereby irrevocably conveys, transfers transfers, assigns and assigns delivers to the CompanyCompany (or its designee), all rights, titles and interests, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Company Inventions, including, including without limitation, : (a) all of the EmployeeExecutive’s rightrights, title titles and interest interests in the copyrights and to any underlying intellectual property (and all renewals, revivals and extensions thereof) related to the Company Inventions, including, without limitation, ; (b) all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Company Inventions, to exploit and allow others to exploit the Inventions Company Inventions; and (c) all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Company Inventions, known or unknown, prior to the date hereof, including, including without limitation, limitation the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Company Inventions. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other intellectual property rights that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the CompanyEmployer. 3. To the extent that Executive is unable to assign any of Executive’s right, title or interest in any Company Invention under applicable law, for any such Company Invention and the underlying intellectual property rights, Executive hereby grants to the Company (or its designee) an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Company Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Company Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Company Invention. 4. To the extent that any of the Company Inventions are derived by, or require use by the Employer of, any works, Inventions, or other intellectual property rights that Executive owns, which are not assigned hereby, Executive hereby grants to the Company (or its designee) an irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free license, with the right to sublicense, use, modify and create derivative works using such works, Inventions or other intellectual property rights, but only to the extent necessary to permit the Company to fully realize their ownership rights in the Company Inventions.

Inventions. (ia) The Employee acknowledges that Employee’s work on and agrees that all ideascontributions to any documents, methodsprograms, designs, methodologies, protocols, inventions, discoveries, innovations, trade secrets, ideas, processes, formulas, data, works of authorship, know-how, improvements, work products or developments (“Inventions”)developments, techniques and other expressions in any medium, whether patentable or unpatentablecopyrightable, (A) that relate to the Employee’s work with the Company, made which have been or conceived will be prepared by the Employee, solely or jointly with othersto which Employee has contributed or will contribute, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties related to the Company or on the its Affiliates or their respective businesses and in connection with Employee’s own time, but only insofar as the Inventions are related services to the Company or any of its Affiliates, whether before or during the Term (collectively, “Works”), are and will be within the scope of Employee’s services and part of Employee’s duties and responsibilities hereunder. Employee’s work on and contributions to the Works will be rendered and made by Employee for, at the instigation of, and under the overall direction of, the Company, and are and at all times shall be regarded, together with the Works, as “work made for hire” as that term is used in the United States copyright laws. However, to the extent that any court or agency should conclude that the Works (or any of them) do not constitute or qualify as a “work made for hire,” Employee hereby assigns, grants, and delivers exclusively and throughout the world to the Company all rights, titles, and interests in and to any such Works, and all copies and versions, including all copyrights and renewals. Employee agrees to cooperate with the Company and to execute and deliver to the Company and its successors and assigns, any assignments and documents the Company requests for the purpose of establishing, evidencing, and enforcing or defending its complete, exclusive, perpetual, and worldwide ownership of all rights, titles, and interests of every kind and nature, including all copyrights, in and to the Works, and Employee constitutes and appoints the Company as his agent to execute and deliver any assignments or documents Employee fails or refuses to execute and deliver, this power and agency being coupled with an employee or other service provider interest and being irrevocable. Without limiting the preceding provisions of this Section 10, Employee agrees that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company, in its sole discretion, may determine. (b) Employee shall disclose promptly to the Company, shall belong exclusively and only to the Company, any invention or idea of Employee in any way related to the Company (or its designeeAffiliates or their businesses and connected with Employee’s services, the research or development of the Company or its Affiliates or demonstrably anticipated research or development (developed alone or with others), whether conceived or not patent applications are filed thereonmade during the Term and hereby assigns to the Company any such invention or idea. The Employee will keep full agrees to cooperate with the Company and complete written records (sign all papers deemed necessary by the “Records”)Company to enable the Company to obtain, in maintain, protect and defend patents covering such inventions and ideas and to confirm the manner prescribed exclusive ownership by the Company, of all Inventionsrights in such inventions, ideas and patents, and will promptly disclose all Inventions completely irrevocably appoints the Company as its agents to execute and in writing deliver any assignments or documents Employee fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable. This constitutes the Company’s written notification that this assignment does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (i) at the time of conception or reduction to practice, the invention relates directly to the business of the Company or any of its Affiliates, or to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term’s or its Affiliates’ actual or demonstrably anticipated research or development, or upon (ii) the Company’s request. The invention results from any work performed by Employee will assign to for the Company the Inventions and all patents that may issue thereon in or any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expenseAffiliates. (iic) In additionAll records, the Inventions will be deemed Work for Hiredesigns, as such term is defined under the copyright laws of the United Statespatents, business plans, financial statements, manuals, memoranda, customer lists, customer database, rolodex and other property delivered to or compiled by Employee by or on behalf of the Company or any of its Affiliates or representatives, vendors or Customers or potential Customers which pertain to the Company or its Affiliates shall be and remain the property of the Company or its Affiliates, as applicable, and be subject at all times to its discretion and control. This does not include customer lists, customer databases, rolodex or business card files that were the property of Employee before being hired by the Company, even where they have been used by the Employee agrees that for the Company’s benefit during the Term. Upon the request of the Company will be the sole owner of the Inventions, and all underlying rights thereinand, in any event, upon the termination of Employee’s employment with the Company, Employee shall deliver all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns such non-excluded materials to the Company. Likewise, all rightscorrespondence, in all media now known or hereinafter devisedreports, throughout the universe records, charts, advertising materials and in perpetuity, in and other similar data pertaining to the Inventionsbusiness, including, without limitation, all activities or future plans of the Company or its Affiliates which are collected by Employee shall be delivered promptly to the Company without request by it upon termination or expiration of Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Companyemployment.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the EmployeeExecutive’s work with the CompanyParent Group, made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee Executive performs in connection with the CompanyParent Group, either while performing the EmployeeExecutive’s duties to with the Company Parent Group or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Companymember of the Parent Group designated by Parent, and the Employee Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee Executive will assign to the Company member of the Parent Group designated by Parent the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee)member of the Parent Group designated by Parent, applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee Executive will also execute assignments to the Company (or its designee) member of the Parent Group designated by Parent of the Applications, and give the Company member of the Parent Group designated by Parent and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Parent Group’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expenseParent Group. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Parent Group and the Employee Executive agrees that the Company member of the Parent Group designated by Parent will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Companymember of the Parent Group designated by Parent, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the CompanyParent Group.

Inventions. (i) The Employee a. Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“Inventions”), whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Company resources and/or within the scope of Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment TermExecutive’s Service, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermService, or upon the Company’s request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment TermExecutive’s Service, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment TermExecutive’s Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to Executive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, Applications and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) b. In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee To the extent that Executive has any rights in the results and proceeds of Executive’s service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (ia) The Employee acknowledges and agrees that all ideasAll Inventions relating to the Drug Product which are conceived, methodsreduced to practice, inventionsor created solely by Patheon and/or its Affiliates or agents in the course of performing the Manufacturing Services under this Agreement (including any pre-existing technology of Patheon which Patheon so employs without use of any of Client’s Confidential Information or AlzaTechnical Information), discoveries, improvements, work products or developments shall be owned by Patheon (“InventionsPatheon Owned Invention”), whether patentable or unpatentable, (A) that relate . Patheon shall and hereby does grant to the Employee’s work with the CompanyClient and its Affiliates a perpetual, made or conceived royalty-free, non- exclusive, worldwide, irrevocable license to use and/or practice all such Patheon-owned Inventions (which are used by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties Patheon hereunder to supply Drug Product to the Company or on Client) to manufacture the Employee’s own timeDrug Product and to use and sell the same, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to filesub-license to any third party with whom the Client or an Affiliate contracts to manufacture the Drug Product using, in any such Patheon Owned Invention. (b) All Inventions relating to the Employee’s name Drug Product which are conceived, reduced to practice, or in created solely by the name Client and/or its Affiliates or agents (including any pre-existing technology of the Company (or its designeeClient which the Client shares with Patheon hereunder), applications for patents and equivalent rights shall be owned by the Client (the “ApplicationsClient Owned Invention”). The Employee will, at any time during Client shall and subsequent hereby does grant to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company Patheon and its attorneys Affiliates a limited royalty-free, non-exclusive license during the term of this Agreement, without the right to sublicense, to use and/or practice all reasonable assistance (including such Client Owned Inventions solely to manufacture the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expenseDrug Product hereunder. (c) All Inventions relating to the Drug Product which are conceived, reduced to practice, or created jointly by: (i) the Client and/or its Affiliates or agents; and (ii) In additionPatheon and/or its Affiliates or agents pursuant to this Agreement shall be owned be a Client Owned Invention, unless the Inventions will be deemed Work for Hire, as such term parties have agreed to a different arrangement in another consulting or services agreement which is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations more specific to the Employeeservices provided by Patheon in connection with such Invention. If The Client shall and hereby does grant to Patheon and its Affiliates a perpetual, royalty-free, non-exclusive, worldwide, irrevocable license during the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, includingterm of this Agreement, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds sublicense, to use and damages therefrom/or practise such Client Owned Invention solely to manufacture the Drug Product hereunder. (d) All Inventions created while performing the Manufacturing Services which are conceived, reduced to practice, or created jointly by: (i) the Client and/or its Affiliates or agents; and (ii) Patheon and/or its Affiliates or agents pursuant to this Agreement which are independent of the Drug Product or the Granulations, and have application to drug product manufacturing or delivery systems shall be owned by the Client (“Broader Inventions”). In additionSubject to the limitations set forth in Section 2.3 hereof, the Employee Client shall and hereby waives does grant to Patheon and its Affiliates a perpetual, royalty-free, non-exclusive, worldwide, irrevocable license to use and/or practise such Broader Inventions with the right to sublicense to any so-called “moral rights” with respect third party. (e) Each party shall be solely responsible for the costs of filing, prosecution and maintenance of patents and patent applications on its own Inventions. (f) Either party shall give the other party written notice, as promptly as practicable, of all Inventions which can reasonably be deemed to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue constitute improvements or other modifications of the Employee being an employee of Drug Product or processes or technology owned or other service provider to the Companywise controlled by such party.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties hereby assigns to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in and to, and shall disclose promptly to the copyrights (Company, any and all renewalswork product, revivals trade secrets, developments, processes, inventions, ideas and extensions thereof) discoveries, and works of authorship developed, discovered, improved, authored, derived, invented or acquired by Employee during the period of Employee’s employment by the Company (collectively, “Work Product”), whether or not during business hours, that are either related to the Inventionsscope of Employee’s employment by the Company or make use, includingin any manner, without limitationof the resources of the Company, and agrees that such Work Product shall be and shall remain the exclusive property of the Company. Employee further agrees that all rights Work Product that is made by Employee (solely or jointly with others) within the scope of any kind or any nature now or hereafter recognized, including without limitation, and during the unrestricted right to make modifications, adaptations and revisions period of the Employee’s employment relationships constitutes “works made for hire” (to the Inventionsgreatest extent permitted by applicable law) and are compensated by Employee’s salary. Employee agrees to execute any documentation required by the Company to protect its rights hereunder and appoints the Company as attorney-in-fact to execute any documentation to protect the Company’s rights pursuant to this Agreement should Employee be unwilling or unable to do so, and to exploit further agrees to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Work Product and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringementcopyrights, patents, trademarks, mask work rights, moral rights, or other unauthorized use or conduct intellectual property rights relating thereto in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and countries, including the disclosure to the Inventions Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all patents other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights; provided, however, that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee and the Company understand that Work Product shall not include any invention which qualifies fully under the provisions of or subdivision (a) of California Labor Code Section 2870, other service provider to the Companythan those stated in subsections (1) and (2) thereof.

Inventions. I will promptly make full written disclosure to the Company (i) The Employee acknowledges or any persons designated by it), will hold in trust for the sole right and agrees that benefit of the Company, and hereby assign to the Company, or its designee, without further compensation, all ideasmy right, methodstitle, and interest in and to any and all inventions, original works of authorship, discoveries, design improvements, processes, trade secrets, trade know-how and all other intellectual property, whether or not patentable or registrable under patent, copyright or similar laws, and any and all rights and benefits resulting therefrom, that (a) relate to the business of the Company or any other company or person with which the Company is doing business or that relate to experimental work products that the Company is doing or developments (b) result from the use of the premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (collectively, “Inventions”), whether patentable which I may solely or unpatentablejointly conceive of, (A) that relate develop or reduce to practice during the Employee’s work period of time from the date of executing this Agreement until my employment with the Company, Company is terminated. All such Inventions and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns. I further acknowledge that all original works of authorship which are made or conceived by the Employee, me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. To the extent that I have not done so previously, during the Employment Term, or (B) suggested by any work that the Employee performs and in connection consideration of my continued employment with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will I hereby assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether Inventions which were made by me during or subsequent my employment with Company up to the Employment Termdate of this Agreement (collectively, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “ApplicationsPrior Inventions”). The Employee will, at any time during and subsequent I agree to the Employment Term, make such applications, sign such papers, take assign all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and to all renewals, revivals and extensions thereof) Prior Inventions to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right Company and to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives execute any and all currently existing documents necessary to effect such assignment. I shall assist Company, at Company’s sole expense, to obtain patents, copyrights or trademarks, as the case may be, on all such Inventions deemed patentable, copyrightable or trademarkable by Company and future monetary rights shall execute all documents and do all things necessary to obtain letters patent, copyrights and trademarks, vest in the Company full and to exclusive title thereto, and protect the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit same against infringement by virtue of the Employee being an employee of or other service provider to the Companyothers.

Inventions. (ia) The Employee acknowledges and agrees that to promptly disclose to the Company, or any persons designated by it, all ideas, methodsimprovements, inventions, discoveriesformulae, improvementsprocesses, work products or developments (“Inventions”)techniques, know-how and data, whether patentable or unpatentable, (A) that relate to the Employee’s work with the Companynot patentable, made or conceived or reduced to practice or learned by the Employee, solely either alone or jointly with others, during the Employment Term, or (B) suggested by any work that period of the Employee performs Employee's employment which are useful in connection with the Business of the Company, either while performing the Employee’s duties or result from tasks assigned to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of or result from use or premises owned, leased or contracted for by the Company (all said improvements, inventions, formulae, processes, techniques, know-how and data shall be collectively hereinafter called "Inventions, and will promptly disclose all "). (b) All Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefitassigns, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of and the Company and the Employee agrees that the Company will its assigns shall be the sole owner of all patents and other rights in connection therewith. The Employee hereby assigns to the Company any rights he may have or acquire in all Inventions. The Employee further agrees as to all Inventions to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights, trademarks, and all underlying other rights thereinand protections and enforcing the same, in all media now known or hereinafter devisedas the Company may desire, throughout the universe and in perpetuity without together with any further obligations assignments thereof to the Company or persons designated by it. The Employee. If 's obligation to assist the InventionsCompany in obtaining and enforcing patents, copyrights, trademarks and other rights and protections relating to the Inventions in any and all countries shall continue beyond the termination of the Employee's employment, but the Company shall compensate the Employee at a reasonable rate after such termination for time actually spent by Employee at the Company's request on such assistance. (c) In the event the Company is unable after reasonable effort, to secure the Employee's signature on any document or documents needed to apply for or prosecute any portion thereofpatent, are deemed not copyright, other right or protection relating to be Work an Invention, for Hireany reason whatsoever, the Employee hereby irrevocably conveysdesignate and appoint the Company and its duly authorized officers and agents as the Employee's agent and attorney-in-fact to act for and on the Employee's behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, transfers copyrights, or similar protections thereon with the same legal force and assigns effect as if executed by the Employee. (d) The Company makes no claim to any intellectual property or product which is developed or invented by the Employee and not useful in or unrelated to the Company's Business, all rightsprovided such intellectual property or product does not violate any terms of Section 7 (Confidentiality), Section 8 (Restrictive Covenants), or Section 11 (Inventions) set forth in all media now known or hereinafter devisedthis Agreement. Further, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in 's invention may not result from the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights use of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the CompanyConfidential Information.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s duties to the Company or that relate to the Employee’s work with business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, ; or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall will belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be are the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Termemployment, or upon the Company’s request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the InventionsExecutive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expensebenefit. (ii) In addition, the Inventions will be are deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Company, and the Employee Executive agrees that the Company will be is the sole owner of the Inventions, Inventions and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, Company all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to before the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company. (iii) 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

Inventions. Attached hereto as Exhibit A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets which were made by Employee prior to his employment with the Corporation (i) The “Prior Inventions”), which belong to Employee, which relate to the Corporation’s proposed business, products, or research and development, and which are not assigned to the Corporation hereunder; or, if no such list is attached, Employee acknowledges represented that there are no such Prior Inventions. If in the course of Employee’s employment with the Corporation, Employee incorporates into a Corporation product, process or machine a Prior Invention owned by Employee or in which Employee has an interest, the Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use or sell such Prior Invention as part of or in connection with such product, process or machine. Employee agrees that he will promptly make full written disclosure to the Corporation, will hold in trust for the sole right and benefit of the Corporation, and hereby assign to the Corporation, or its designee, all ideasEmployee’s right, methodstitle, and interest in and to any and all inventions, discoveriesoriginal works of authorship, improvementsdevelopments, work products concepts, improvements or developments trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee solely or jointly conceives or develops or reduces to practice, during the period of time Employee is in the employ of the Corporation (collectively referred to as “Inventions”). Employee agrees to assist the Corporation, whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (at the “Records”)Corporation’s expense, in every proper way to secure the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and Corporation’s rights in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon any copyrights, patents, or other intellectual property rights relating thereto in any and all countries, whether during or subsequent including the disclosure to the Employment TermCorporation of all pertinent information and data with respect thereto, together with the right execution of all applications, specifications, oaths, assignments and all other instruments which the Corporation shall deem necessary in order to file, apply for and obtain such rights and in the Employee’s name or in the name of the Company (or its designee), applications for patents order to assign and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent convey to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be Corporation the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all exclusive rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the such Inventions, includingand any copyrights, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringementpatents, or other unauthorized use intellectual property rights relating thereto. Employee further agrees that his obligation to execute or conduct cause to be executed, when it is in derogation of the Inventions, known or unknown, prior his power to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any do so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to such instrument or papers shall continue after the Employee’s benefit by virtue termination of the Employee being an employee of or other service provider to the Companythis Agreement.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any resources of the Company or its subsidiaries and/or within the scope of the Employee’s work with the CompanyCompany or its subsidiaries or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company or its subsidiaries, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Termperiod of the Employee’s employment with the Company or its subsidiaries, or (B) suggested by any work that the Employee performs in connection with the CompanyCompany or its subsidiaries, either while performing the Employee’s duties to with the Company or its subsidiaries or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the CompanyCompany or its subsidiaries, shall belong exclusively to the Company or its subsidiaries (or its a designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyCompany or its subsidiaries, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the CompanyCompany or its subsidiaries, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s requestrequest of the Company or any of its subsidiaries. The Employee will assign to the Company or its subsidiaries the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company or its subsidiaries (or its a designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect or its subsidiaries to perfect, record, enforce, protect, patent or register the Company’s (or a subsidiary’s) rights in the Inventions, all without additional compensation to the InventionsEmployee from the Company or its subsidiaries. The Employee will also execute assignments to the Company or its subsidiaries (or its a designee) of the Applications, and give the Company Company, its subsidiaries and its their attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s (or a subsidiary’s) benefit, all without additional compensation to the Employee from the CompanyCompany or its subsidiaries, but entirely at the Company’s expenseexpense of the Company or its subsidiaries. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company or its subsidiaries, and the Employee agrees that the Company or any of its subsidiaries will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company or any of its subsidiaries, the Employee hereby irrevocably conveys, transfers and assigns to the CompanyCompany or its subsidiaries, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company or its subsidiaries that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the CompanyCompany or any of its subsidiaries.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, works of authorship, and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to or improved with the Employeeuse of any Company Group resources and/or within the scope of the Executive’s work with the Company, or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company Group, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company Group (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, Inventions and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Term, or upon the Company’s earlier written request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, oaths and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the InventionsExecutive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Company, and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, Company all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company. (iii) 18 U.S.C. Section 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. Section 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. Section 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

Inventions. Executive hereby assigns and conveys and agrees to assign and convey to the Company all of his right, title, and interest in and to any Proprietary Inventions (as hereinafter defined) and acknowledges that the Company is and shall be the exclusive owner of any Proprietary Inventions, including patents and other rights related to any discovery, invention, improvement, process, formula, or technique, whether or not patentable, that Executive made, may make, conceived, or reduced to practice, either alone or with others, either (i) The Employee acknowledges and agrees in the course of performing work for the Company or at the Company's expense, or (ii) that all ideasresults from tasks assigned to him by the Company, methods, inventions, discoveries, improvements, work products or developments (iii) which relates to the business of the Company whose creation ordinarily would be associated with his then current responsibilities as an Executive of the Company (hereinafter “Proprietary Inventions”), whether patentable or unpatentable, (A) that relate . Executive will promptly disclose to the Employee’s work with Company all such Proprietary Inventions and will help the Company, made at its expense, obtain and enforce patents or conceived by the EmployeeProprietary Inventions in any countries it selects, solely or jointly with othersand Executive will execute any related documents, during the Employment Termincluding, or (B) suggested by any work that the Employee performs without limitation, application papers for patents, assignments, affidavits and oaths of facts within his knowledge, and assignment of his right, title and interest in connection with the Company, either while performing the Employee’s duties and to Proprietary Inventions and related patent applications and patents to the Company or its designee. Executive will do any other things the Company requests to convey to, or vest in, the Company the rights, titles, benefits, and privileges intended to be conveyed. Executive's obligation under this paragraph shall continue after the termination of his employment, subject to the Company's compensating him at a reasonable rate for time actually spent by him at the Company's request after termination. Executive acknowledges that all works of authorship (including, without limitation, works or authorship that contain software program code) that Executive produces during, and within the scope of, his employment by the Company under this Agreement or any prior or subsequent employment agreement, whether they are or are not created on the Employee’s own time, but only insofar as the Inventions are related Company's premises or during hours in which he is supposed to the Employee’s work as an employee or other service provider be rendering services to the Company, shall belong exclusively to are works made for hire and are the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and that copyrights in those works of authorship are the Employee will surrender them upon the termination property of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in If for any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees reason it appears that the Company will be is not the sole owner author of the Inventionsany such works of authorship for copyright purposes, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and expressly assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary his rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue work to the Employee’s benefit Company and agrees to sign any instrument of specific assignment requested. If Executive is identified as an inventor in any application for any United States or foreign patent where the invention (i) is claimed to have been made, conceived, or reduced to practice during the first year after termination of his employment by virtue of the Employee being an employee of or other service provider Company and (ii) would have been a Proprietary Invention relating to the Company’s business if it occurred before the termination of his employment, then that invention shall be rebuttably presumed to be a Proprietary Invention.

Inventions. (i) The Employee acknowledges Any and agrees that all ideasinventions, methods, inventionsproducts, discoveries, improvements, copyrightable works, trademarks, service marks, ideas, processes, formulae, methods, designs, techniques or trade secrets (collectively hereinafter referred to as "INVENTIONS") made, developed, conceived or resulting from work products performed by Employee (alone or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly in conjunction with others, during the Employment Termregular hours of work or otherwise) while he is employed by Employer and which may be directly or indirectly useful in, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In additionto, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws business of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, Employer (including, without limitation, research and development activities of Employer), or which are made using any equipment, facilities, Confidential Information, materials, labor, money, time or other resources of Employer, shall be promptly disclosed by Employee to Employer's Board of Directors, shall be deemed Confidential Information for purposes of this Agreement, and shall be Employer's exclusive property. Employee shall, upon Employer's request, execute any documents and perform all such acts and things which are necessary or advisable in the opinion of the Employee’s Employer to cause issuance of patents to, or otherwise obtain recorded protection of right to intellectual property for, Employer with respect to Inventions that are to be Employer's exclusive property under this Section 3.6, or to transfer to and vest in Employer full and exclusive right, title and interest in and to such Inventions; provided, however, that the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights expense of securing any kind or any nature now or hereafter recognized, including without limitation, the unrestricted such protection of right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefromshall be borne by Employer. In addition, the Employee hereby waives shall, at Employer's expense, assist Employer in any so-called “moral rights” with respect proper manner in enforcing any Inventions which are to the Inventionsbe or become Employer's exclusive property hereunder against infringement by others. The Employee hereby waives shall keep confidential and will hold for Employer's sole use and benefit any and all currently existing and future monetary rights in and Invention that is to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue be Employer's exclusive property under this Section 3.6 for which full recorded protection of the Employee being an employee of right has not been or other service provider to the Companycannot be obtained.

Inventions. (ia) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments works of authorship (“Inventions”), whether patentable or unpatentable, (Ai) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Termperiod of the Employee’s employment with the Company, or (Bii) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to with the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Termemployment, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Termperiod of employment with the Company, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Termperiod of employment with the Company, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (iib) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any resources of the Company or its subsidiaries and/or within the scope of the Employee’s work with the CompanyCompany or its subsidiaries or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company or its subsidiaries, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Termperiod of the Employee’s employment with the Company or its subsidiaries, or (B) suggested by any work that the Employee performs in connection with the CompanyCompany or its subsidiaries, either while performing the Employee’s duties to with the Company or its subsidiaries or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the CompanyCompany or its subsidiaries, shall belong exclusively to the Company or its subsidiaries (or its a designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyCompany or its subsidiaries, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the CompanyCompany or its subsidiaries, and the Employee will surrender them upon the termination of the Employment Term, or upon request of the Company’s requestCompany or any of its subsidiaries. The Employee will assign to the Company or its subsidiaries the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company or its subsidiaries (or its a designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect or its subsidiaries to perfect, record, enforce, protect, patent or register the Company’s (or a subsidiary’s) rights in the Inventions, all without additional compensation to the InventionsEmployee from the Company or its subsidiaries. The Employee will also execute assignments to the Company or its subsidiaries (or its a designee) of the Applications, and give the Company Company, its subsidiaries and its their attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s (or a subsidiary’s) benefit, all without additional compensation to the Employee from the CompanyCompany or its subsidiaries, but entirely at the Company’s expenseexpense of the Company or its subsidiaries. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company or its subsidiaries, and the Employee agrees that the Company or any of its subsidiaries will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company or any of its subsidiaries, the Employee hereby irrevocably conveys, transfers and assigns to the CompanyCompany or its subsidiaries, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company or its subsidiaries that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the CompanyCompany or any of its subsidiaries.

Inventions. (ia) The Employee acknowledges and Executive agrees that all ideasSubject Inventions (defined below in this Section 10) conceived or first practiced by the Executive during his employment by the Company, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate and all patent rights and copyrights to the Employee’s work Subject Inventions are or shall become the property of the Company immediately upon such conception or practice, and the Executive hereby irrevocably assigns to the Company all of the Executive's rights to all Subject Inventions. (b) The Executive agrees that if he conceives an Invention during his employment and there is a reasonable basis to believe that the Invention is a Subject Invention, the Executive will promptly provide a written description of the Invention to the Company adequate to allow evaluation for a determination as to whether the Invention is a Subject Invention. It is agreed that all notebooks maintained by the Executive relating (directly or indirectly) to Subject Inventions and written disclosures are the property of the Company. (c) If, upon commencement of the Executive's employment with the Company, the Executive has previously conceived any Invention or acquired any ownership interest in any Invention, which: (i) is the Executive's property, or of which the Executive is a joint owner with another person or company; (ii) is not described in any issued patent as of the commencement of the Executive's employment with Company; and (iii) would be a Subject Invention if such Invention was made while a Company employee; then the Executive must, at the Executive's election, either: (A) provide the Company with a written description of the Invention on Exhibit A hereto, in which case no rights to the Invention shall become the property of the Company; or (B) provide the Company with the license described in Section 10(d) of this Agreement. (d) If the Executive has previously conceived by or acquired any ownership interest in an Invention described above in Section 10(c) and the EmployeeExecutive elects not to disclose the same to the Company as provided above, solely then the Executive hereby grants to the Company an irrevocable nonexclusive, paid up, royalty-free license to use and practice the Invention, including a license under all patents to issue in any country which pertain to the Invention. (e) The Executive owns no patents, individually or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or except those described on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expenseExhibit B hereto. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Employee's work with the Company or that relate to the Employee’s work with business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s 's duties to with the Company or on the Employee’s 's own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the "Inventions"). The Employee will keep full and complete written records (the “"Records”"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s 's request. The Employee will assign irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s 's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “"Applications”"). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional compensation to the InventionsEmployee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, Applications and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company's benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s 's expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s 's right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “"moral rights” " with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee's service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s 's benefit by virtue of the Employee being an employee of or other service provider to the Company. (iii) The parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. (iv) 18 U.S.C. § 1833(b) provides: "An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that-(A) is made-(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

Inventions. (i) The 3.1 Employee acknowledges and agrees that has attached hereto, as Exhibit A, a list describing all ideas, methods, inventions, discoveriesoriginal works of authorship, developments, improvements, work products and trade secrets which were made by Employee prior to his or developments her employment with the Company (collectively referred to as “Prior Inventions”), whether patentable or unpatentablewhich belong to Employee, (A) that which relate to the EmployeeCompany’s work proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Employee represents that there are no such Prior Inventions. If in the course of his or her employment with the Company, made Employee incorporates into a product, process or conceived machine of the Company a Prior Invention owned by Employee or in which Employee has an interest, the EmployeeCompany is hereby granted and shall have a nonexclusive, solely royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with such product, process or machine 3.2 The Employee will disclose and deliver to the Company for the exclusive use and benefit of the Company any Inventions (which in this paragraph shall mean any discovery, technique, design, formula, method of manufacture, inventions, secret process, improvements, and modifications (whether or not capable of protection by rights in the nature of intellectual property)) which the Employee alone or with one or more others has made or discovered during the Term of Employment and which pertain to or result from any work which the Employee has done or may hereafter do for the Company, either while performing promptly upon the Employee’s duties making, devising, or discovering of the same, and will give all information and data in his possession as to the exact mode of working, producing, and using the same and also all such explanations and instructions as may in the view of the Company be necessary to enable the full and effectual working, production, or use of the same and will at the expense of the Company furnish it with all necessary plans, drawings, formulae, and models. 3.3 The Employee will without charge to but at the expense of the Company execute and do all acts, matters, documents, and things to enable the Company or on the Employee’s own time, but only insofar as its nominee to apply for and obtain protection for the Inventions are related in any or all countries and to vest title in the Employee’s work Company or such nominee absolutely. 3.4 The Employee hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute and do such acts, matters, documents, and things as an employee or other service provider aforesaid and generally to use his name for the Company, shall belong exclusively purpose of giving to the Company (or its designee), nominee) the full benefit of the provisions of this section. In favor of any third party a certificate signed by any director or the secretary of the Company that an instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. 3.5 During the Term of Employment and at all times thereafter the Employee will (whether by omission or not patent applications are filed thereoncommission) do nothing to affect or imperil the validity of the protection for the Inventions obtained or applied for by the Company or its nominee pursuant to this paragraph. The Employee will keep at the direction and expense of the Company render all assistance within his or her power to obtain and maintain such protection or application or any extension thereof. 3.6 Nothing in this Undertaking shall oblige the Company to seek patent or other protection for any Invention nor to exploit any Invention. 3.7 The Employee shall promptly disclose to the Company all copyright works or designs originated, conceived, written, or made by him or her alone or with others (except only those works originated, conceived, written, or made by him or her prior to being employed by the Company) and shall until such rights shall be fully and absolutely vested in the Company hold them in trust for the Company. 3.8 The Employee hereby assigns to the Company by way of future assignment all copyright, design right, and other proprietary rights, if any, for the full terms thereof throughout the world in respect of all copyright works and complete written records designs originated, conceived, written, or made by the Employee (except only those works or designs originated, conceived, written, or made by the Employee wholly outside his or her normal working hours and wholly unconnected with his or her being employed by the Company) during the period of his or her employment hereunder and during all previous periods of employment with the Company. 3.9 The Employee will at the request and expense of the Company do all things necessary or desirable to substantiate the rights of the Company under Section 4.8, and it is hereby acknowledged and agreed that the provisions of this paragraph shall survive any termination of the Employment. 3.10 For the removal of any doubt, it is hereby clarified that the provisions contained in Sections 4.2 and 4.8 above will apply also to any “Service Inventions” as defined in the Israeli Patent Law, 1967 (the “RecordsPatent Law”). However, in no event will such Service Invention become the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, Employee and the Employee will surrender them upon the termination provisions contained in Section 132(b) of the Employment Term, or upon Patent Law shall not apply unless the Company’s requestCompany provides in writing otherwise. The Employee will assign not be entitled to the Company the royalties or other payment with regard to any Prior Inventions, Service Inventions and all patents that may issue thereon in or any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee)intellectual property rights set forth above, applications for patents and equivalent rights (the “Applications”). The Employee will, at including any time during and subsequent to the Employment Term, make commercialization of such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Prior Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Service Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral intellectual property rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works of authorship, and all work products product of any kind or developments (“Inventions”)nature whatsoever, whether patentable or unpatentable, (A) that relate to the Employeebusiness, products, activities, research, or development of the Company or Executive’s work with the Company, made or conceived or developed by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by that arise from any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as and all rights therein including without limitation in claims related thereto (all of the Inventions are related to the Employee’s work as an employee or other service provider to the Company, foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full Executive hereby irrevocably conveys, transfers and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign assigns to the Company the Inventions and all patents intellectual property, proprietary, and other rights therein, including without limitation all rights in and to any patents, copyright registrations, trademark registrations, or other forms of protection that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent other rights and registrations (the “Applications”). The Employee Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the InventionsInventions including without limitation to the perfection, registration, maintenance, or enforcement of any rights therein. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing, if the Company is unable for any other reason to secure Executive’s signature on any document for this purpose. (ii) In addition, Executive acknowledges that the Inventions are and will be deemed Work “work made for Hirehire”, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are not or are deemed not to be Work “works made for Hirehire”, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights copyrights, trademarks, and other intellectual property and proprietary rights (and all renewals, revivals and extensions thereof) in or to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the InventionsInventions or any intellectual property or other proprietary rights therein, known or unknown, including without limitation prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee To the extent that Executive has any rights in the results and proceeds of Executive’s service to the Company that cannot be assigned in the manner described herein, Executive agrees to and hereby does unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents patents, copyright registrations, trademark registrations, and other forms of protection that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company. Nothing contained in this Section 9(g) or otherwise this Agreement shall be construed to reduce or limit the Company’s right, title, or interest in any Inventions or any intellectual property, proprietary, or other rights therein so as to be less in any respect than the Company would have had in the absence of this Agreement. (iii) Solely to the extent that Executive (i) was or is an employee of the Company and (ii) was or is based in the state of Washington or any other state that has enacted laws concerning employee non-assignability of inventions, or otherwise entitled to the benefits of the state statutes of Washington or any other state that has enacted laws concerning employee non-assignability of inventions, during the Employment Term, then, to the extent the assignment of Inventions to the Company in this Section 9(g) can be construed to cover inventions excluded under the appropriate state statutes (including, but not limited to, Revised Code of Washington Section 49.44.140(1), the full terms of which is set forth on Exhibit B attached hereto and which is incorporated herein by reference), Sections 9(g)(i) and (ii) shall not apply to such inventions. (iv) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, integrate into or use for or to create any Inventions, or share with the Company, any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party and any other necessary rights. Executive represents and warrants that he does not possess or own any rights in or to any confidential, proprietary or non-public information or intellectual property related to the business of the Company. Executive shall comply with all relevant agreements, policies and guidelines of the Company regarding the protection of confidential information and intellectual property and potential conflicts of interest, provided the same are consistent with the terms of this Agreement and Executive’s duties to the Company and its Affiliates. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

Inventions. (i) The Employee Participant acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or and developments (“Inventions”), whether patentable or unpatentable, (Ax) that relate to the EmployeeParticipant’s work with the CompanyPartnership, made or conceived by the EmployeeParticipant, solely or jointly with others, during the Employment Term, or (By) suggested by any work that the Employee Participant performs in connection with the CompanyPartnership, either while performing the EmployeeParticipant’s duties to with the Company Partnership or on the EmployeeParticipant’s own time, but only insofar as the Inventions are related to the EmployeeParticipant’s work as an employee or other service provider to the CompanyPartnership, shall belong exclusively to the Company Partnership (or its designee), whether or not patent applications are filed thereon. The Employee Participant will keep full and complete written records (the “Records”), in the manner prescribed by the Company, Partnership of all Inventions, Inventions and will promptly disclose all Inventions completely and in writing to the CompanyPartnership. The Records shall be the sole and exclusive property of the Company, Partnership and the Employee Participant will surrender them upon the termination of the Employment Term, or upon the CompanyPartnership’s request. The Employee Participant will assign to the Company Partnership the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeParticipant’s name or in the name of the Company Partnership (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Participant will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company Partnership with respect to the Inventions. The Employee Participant will also execute assignments to the Company Partnership (or its designee) ), of the Applications, and give the Company Partnership and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee Participant from the Company, Partnership but entirely at the CompanyPartnership’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws law of the United States, on behalf of the Company Partnership and the Employee Participant agrees that the Company Partnership will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity perpetuity, without any further obligations to the EmployeeParticipant. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Participant hereby irrevocably conveys, transfers and assigns to the Company, Partnership all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeParticipant’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇s▇▇ at law or in equity for any infringement, infringement or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Participant hereby waives any so-called “moral rights” with respect to the Inventions. The Employee Participant hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeParticipant’s benefit by virtue of the Employee Participant being an employee of or other service provider to the CompanyPartnership.

Inventions. (i) i. The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, and developments, whether patentable or unpatentable, (Ax) that relate to the EmployeeExecutive’s work with the Company, made or conceived by the EmployeeExecutive, solely or jointly with others, prior to or during the Employment TermPeriod, or (By) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions such ideas, methods, inventions, discoveries, improvements, work products, and developments are related to the EmployeeExecutive’s work as an employee or other service provider to the CompanyCompany (the “Inventions”), shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, Company of all Inventions, Inventions and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, Company and the Employee Executive will surrender them upon the termination of the Employment TermPeriod, or upon the Company’s request. The Employee will assign Executive hereby assigns to the Company the Inventions and all patents that may issue be issued thereon in any and all countries, whether prior to, during or subsequent to the Employment TermPeriod, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment TermPeriod, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee Executive will also execute assignments to the Company (or its designee) ), of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee Executive from the Company, Company but entirely at the Company’s expense. (ii) . In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws law of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity perpetuity, without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, Company all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, infringement or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue be issued thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company. iii. Subject to Sections 7(a) and (c), nothing in this Section 7(e) will restrict the Executive from the use of concepts, ideas or methods that are generally known by others in the industry, nor shall the Executive be restricted from using the general know-how or experience obtained during employment with the Company.

Inventions. (i) The Employee Participant acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Company resources and/or within the scope of the Participant’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeParticipant, solely or jointly with others, during the period of employment (the “Employment Term”), or (B) suggested by any work that the Employee Participant performs in connection with the Company, either while performing the EmployeeParticipant’s duties to with the Company or on the EmployeeParticipant’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee Participant will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Participant will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign Participant irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeParticipant’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Participant will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the InventionsParticipant from the Company but at the Company’s sole expense. The Employee Participant will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Participant from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Participant agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeParticipant. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, the Participant hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeParticipant’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Participant hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Participant has any rights in the results and proceeds of the Participant’s service to the Company that cannot be assigned in the manner described herein, the Participant agrees to unconditionally waive the enforcement of such rights. The Employee Participant hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, thereon including, without limitation, any rights that would otherwise accrue to the EmployeeParticipant’s benefit by virtue of the Employee Participant being an employee of or other service provider to the Company. (iii) 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

Inventions. (ia) The Employee acknowledges Consultant hereby covenants and agrees that he shall promptly disclose to the Company all ideas, methods, inventions, discoveriesdiscoveries and improvements (including, improvementsbut not limited to, those which are or may be patentable or subject to copyright protection (whether federal or at common law)) which he makes, originates, conceives or reduces to practice, either alone or jointly with other(s), prior to or during the Term, and in connection with either (a) performance of the Services or other work products performed by Consultant for the Company or developments (b) result from use of equipment, materials or Proprietary Information (collectively, “Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the . All Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full be deemed “works for hire” and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and Consultant hereby assigns, and to the Employee will surrender them upon extent any such assignment cannot be made at present, hereby agrees to assign, to the termination Company all rights therein (including, but not limited to, patents, copyrights, trade secrets and other protections thereon or with respect thereto (as the case may be) throughout the world) without further compensation, except as may otherwise be specifically agreed by the Company in writing. (b) In order that the Company may protect its rights in the Inventions, Consultant hereby covenants and agrees that he shall make adequate written records of the Employment Termall Inventions, or upon which records shall be the Company’s request. The Employee will assign property; and, both during and after the Term he shall, without charge to the Company the Inventions but at its request and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applicationsexpense, sign such all papers, take all rightful oathsincluding, but not limited to, forms of assignment, and perform all acts as may be requested from time render any other proper assistance necessary or desirable to time by transfer or record the Company with respect to the Inventions. The Employee will also execute assignments transfer to the Company (or its designee) of the Applicationshis entire right, title and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, interest in and to the Inventions, includingand for the Company to obtain, without limitationmaintain and enforce patents, all of the Employee’s rightcopyrights, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, trade secrets or other unauthorized use protections thereon or conduct with respect thereto (as the case may be) throughout the world. (c) The obligations contained in derogation of this Section 5 shall continue beyond the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” Term with respect to Inventions (whether patentable or copyrightable or not) conceived or made by Consultant during the Inventions. The Employee hereby waives any Term. (d) By this Agreement, Consultant irrevocably constitutes and all currently existing appoints an officer of the Company as his attorney-in-fact for the purpose of executing, in his name and future monetary on his behalf, such instruments or other documents as may be necessary to transfer, confirm and perfect in the Company the rights in and Consultant has granted to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the CompanyCompany in this Section 5.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments (“Inventions”)works of authorship, whether patentable or unpatentable, (A) that relate to the EmployeeExecutive’s work with the CompanyCompany Group, made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment TermExecutive’s employment, or (B) suggested by any work that the Employee Executive performs in connection with the CompanyCompany Group (clauses (A) and (B) collectively, “Inventions”), either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), regardless of whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all patents that may issue thereon in any and all countries, whether before, during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and on Executive’s behalf and in Executive’s stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. (ii) In addition, the Inventions will be deemed “Work for Hire, ,” as such term is defined under the copyright laws of the United States, on behalf of the Company Company, and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, Company all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee To the extent that Executive has any rights in the results and proceeds of Executive’s service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company. (iii) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with, the Company Group any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive represents and warrants that he does not possess or own any rights in or to any confidential, proprietary or non-public information or intellectual property related to the business of the Company Group. Executive shall comply with all relevant policies and guidelines of the Company regarding the protection of Confidential Information and intellectual property and potential conflicts of interest; provided that such policies and guidelines are consistent with the terms of this Agreement. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Company Group resources and/or within the scope of the Executive’s work with the Company, Company Group and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Termperiod of the Executive’s employment or service with the Company Group (or any of its predecessors in interest), whether before or after the Effective Date, or (B) suggested by any work that the Employee Executive performs in connection with the CompanyCompany Group, either while performing the EmployeeExecutive’s duties to with the Company Group (or any of its predecessors in interest) or on the EmployeeExecutive’s own time, but only insofar as the Inventions they are related to the EmployeeExecutive’s work as an employee or other service provider to the CompanyCompany Group (or any of its predecessors in interest) (the “Inventions”), shall belong exclusively to the Company Group (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyCompany Group, of all Inventions, and will promptly disclose all Inventions completely and in writing to the CompanyCompany Group. The Records shall be the sole and exclusive property of the CompanyCompany Group, and the Employee Executive will surrender them upon the termination of the Employment Term, or upon the CompanyCompany Group’s request. The Employee will assign Executive hereby irrevocably conveys, transfers and assigns to the Company Group the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company Group (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be reasonably requested from time to time by the Company with respect Group to perfect, record, enforce, protect, patent or register the Company Group’s rights in the Inventions, all without additional compensation to the InventionsExecutive from the Company Group. The Employee Executive will also execute assignments to the Company Group (or its designee) of the Applications, and give the Company Group and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company Group’s benefit, all without additional compensation to the Employee Executive from the CompanyCompany Group, but entirely at the CompanyCompany Group’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Group and the Employee Executive agrees that the Company Group will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company Group, the Executive hereby irrevocably conveys, transfers and assigns to the CompanyCompany Group, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, whether known or unknown, prior to unknown as of the date hereofEffective Date, including, without limitation, the right to receive all proceeds and damages therefromfrom any of the foregoing. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company Group that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the CompanyCompany Group (or any of its predecessors in interest). (iii) 18 U.S.C. §1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. §1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Employee’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Termperiod of the Employee’s employment with the Company, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to with the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the InventionsEmployee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Company, and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (ia) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (collectively, “Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (For the “Records”)avoidance of doubt, in Executive understands that the manner prescribed by provisions of this Section 7 requiring assignment of Inventions to the Company do not apply to any Invention that Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those Inventions that either (1) relate at the time of all Inventions, and will promptly disclose all Inventions completely and in writing conception or reduction to practice of the Invention to the Company. The Records shall be the sole and exclusive property ’s Business, or actual or demonstrably anticipated research or development of the Company, and ; or (2) result from any work performed by an employee for the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s requestCompany (other than Executive). The Employee Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment TermPeriod, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and for a period of three years subsequent to the Employment TermPeriod, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be reasonably requested from time to time by the Company with respect to the Inventions, provided that Executive shall not be obligated to incur any expense in connection therewith. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) ), at no expense to Executive, to obtain the Inventions for its benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (iib) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, including all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, including all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, including the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, including any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of of, or other service provider to the Company. Executive’s obligations under this Section 7 shall survive the termination of employment and the expiration or termination of this Agreement in accordance with the terms and conditions herein.

Inventions. (ia) The Employee acknowledges and Management Company agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company. The Management Company hereby irrevocably transfers and assigns to the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will agrees to irrevocably transfer and assign to the Company Company, all right, title and interest throughout the Inventions world in and all patents that may issue thereon in to any and all countriespharmaceutical products, inventions, improvements, techniques, know-how, algorithms, processes, designs, technology, information, software, illustrations, artwork, documentation, photographs, trademarks, materials, original works of authorship, biological or chemical specimens or samples, databases and trade secrets that the Management Company may solely or jointly make, conceive or develop or reduce to practice during the Term, that result from or arise out of the Services or that are aided by the use of time, materials, facilities, trade secrets, or proprietary information of the Company, whether during or subsequent to the Employment Termnot they are eligible for patent, together with the right to filecopyright, in the Employee’s name mask work, trade secret, trademark or in the name of the Company other legal protection (or its designee)collectively, applications for patents and equivalent rights (the “ApplicationsInventions”). The Employee will, at any time during and subsequent to Without limiting the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) generality of the Applicationsforegoing, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of any regulatory dossiers and regulatory filings for the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout Company’s Products that are prepared and/or filed by the universe and in perpetuity without any further obligations Management Company pursuant to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee this Agreement. (b) The Management Company hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in agrees to irrevocably transfer and assign to the Inventions, including, without limitationCompany, all of the Employee’s right, title and interest in throughout the copyrights (world to any and all renewalsintellectual property rights in or associated with such Inventions, revivals including without limitation all patents, copyrights, trademark rights, trade dress rights and extensions thereof) trade secret rights, and applications for any of the foregoing (collectively “Intellectual Property Rights”). The Management Company will promptly make full written disclosure to the Company of all Inventions and will hold all Inventions in trust for the sole right and benefit of the Company. All copyrightable works made by the Management Company during the Term are and will be treated as “works made for hire” to the greatest extent permitted by applicable law. At the Company’s request and expense, during and after the Term, the Management Company will assist and cooperate with the Company in all respects and will cause all Management Company personnel to assist and cooperate with the Company in all respects, and will execute documents and will cause all Management Company personnel to execute documents, and will take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Inventions, including, without limitation, . The Management Company hereby appoints the officers of the Company as the Management Company’s attorney-in-fact to execute documents on behalf of the Management Company for this limited purpose. (c) The assignments by the Management Company to the Company of Inventions hereunder includes (i) all rights of attribution, paternity, integrity, disclosure and withdrawal, (ii) any kind rights that the Management Company may have under the Visual Artists Rights Act of 1990 or any nature now similar federal, state, foreign or hereafter recognizedinternational laws or treaties, including without limitation, and (iii) all other rights throughout the unrestricted right world sometimes referred to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called as “moral rights” with respect (collectively “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, the Management Company hereby waives such Moral Rights to the Inventions. The Employee hereby waives extent permitted under applicable law and consents to any and all currently existing and future monetary rights in and to actions of the Inventions and all patents that may issue thereon, including, without limitation, any rights Company that would otherwise accrue violate such Moral Rights. (d) To the extent that the Management Company owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by the Company of the rights assigned to the Employee’s benefit Company under this Section 7 (collectively, “Related Rights”), the Management Company hereby grants or will cause to be granted to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by virtue such Related Rights, to the extent necessary to enable the Company to exercise all of the Employee being an employee of or other service provider rights assigned to the CompanyCompany under this Section 7.

Inventions. (i) The Employee a. Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“Inventions”), whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Company resources and/or within the scope of Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment TermExecutive’s Service, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermService, or upon the Company’s request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment TermExecutive’s Service, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment TermExecutive’s Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to Executive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) b. In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee To the extent that Executive has any rights in the results and proceeds of Executive’s service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (a) All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under her direction and whether during normal business hours or otherwise, (i) The Employee acknowledges during the Consultation Period and agrees that all ideasin the course of performing Services hereunder or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and (ii), methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company or Portfolio Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee Consultant hereby assigns and in the future will assign to the Company the or Portfolio Company all Inventions and all patents that may issue thereon in any and all countriesrelated patents, whether during or subsequent to the Employment Termcopyrights, together with the right to filetrademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the Employee’s name or in the name United States and elsewhere and appoints any officer of the Company (or its designee)Portfolio Company as his duly authorized attorney to execute, applications for patents file, prosecute and equivalent rights (protect the “Applications”)same before any government agency, court or authority. The Employee willHowever, at any time during and subsequent this paragraph shall not apply to Inventions which do not relate to the Employment Term, make such applications, sign such papers, take all rightful oaths, Company’s or Portfolio Company’s business or research and perform all acts as may development conducted or planned to be requested from time to time conducted by the Company with respect at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Inventions. The Employee will also execute assignments to Consultant not during normal working hours, not on the Company’s or Portfolio Company’s premises and not using the Company’s or Portfolio Company’s tools, devices, equipment or Proprietary Information. (b) Upon the request of the Company (or its designee) of the Applications, and give the Portfolio Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s or Portfolio Company’s expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company or Portfolio Company and to assist the Company or Portfolio Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions. (iic) In additionThe Consultant shall promptly disclose to the Company or Portfolio Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Inventions will Company or Portfolio Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be deemed Work for Hire, as such term is defined under available to and remain the copyright laws of the United States, on behalf sole property of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and at all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Companytimes.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the InventionsExecutive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (i) The Employee Participant acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the EmployeeParticipant’s work with the Company, made or conceived by the EmployeeParticipant, solely or jointly with others, during the Employment TermParticipant’s employment, or (B) suggested by any work that the Employee Participant performs in connection with the Company, either while performing the EmployeeParticipant’s duties to with the Company or on the EmployeeParticipant’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Participant will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Participant will surrender them upon the termination of the Employment TermParticipant’s employment, or upon the Company’s request. The Employee will assign Participant hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment TermParticipant’s employment, together with the right to file, in the EmployeeParticipant’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Participant will, at any time during and subsequent to the Employment TermParticipant’s employment, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee Participant will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Participant from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Participant agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeParticipant. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Participant hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeParticipant’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Participant hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Participant has any rights in the results and proceeds of the Participant’s service to the Company that cannot be assigned in the manner described herein, the Participant agrees to unconditionally waive the enforcement of such rights. The Employee Participant hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeParticipant’s benefit by virtue of the Employee Participant being an employee of or other service provider to the Company. (iii) Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant represents and warrants that he does not possess or own any rights in or to any confidential, proprietary or non-public information or intellectual property related to the business of the Company. Participant shall comply with all relevant policies and guidelines of the Company regarding the protection of confidential information and intellectual property and potential conflicts of interest, provided same are consistent with the terms of this Agreement. Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version.

Inventions. (i) The Employee Participant acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Company resources and/or within the scope of the Participant’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeParticipant, solely or jointly with others, during the Employment TermTerm (as defined in the Employment Agreement), or (B) suggested by any work that the Employee Participant performs in connection with the Company, either while performing the EmployeeParticipant’s duties to with the Company or on the EmployeeParticipant’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee Participant will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Participant will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign Participant irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeParticipant’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Participant will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the InventionsParticipant from the Company but at the Company’s sole expense. The Employee Participant will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Participant from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Participant agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeParticipant. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, the Participant hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeParticipant’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Participant hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Participant has any rights in the results and proceeds of the Participant’s service to the Company that cannot be assigned in the manner described herein, the Participant agrees to unconditionally waive the enforcement of such rights. The Employee Participant hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, thereon including, without limitation, any rights that would otherwise accrue to the EmployeeParticipant’s benefit by virtue of the Employee Participant being an employee of or other service provider to the Company. (iii) 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

Inventions. (i) The Employee acknowledges Attached as Appendix A hereto is a compete and agrees that all ideasaccurate list of each invention, methodsdiscovery, inventionsidea, discoveriesimprovement or application (each, improvementsan "Invention") whether or not patentable, work products conceived, developed, created or developments (“Inventions”)made by Executive, whether patentable either alone or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during prior to employment with Employer. Except as set forth on Appendix A, Executive has no unpatented Inventions which are to be withheld from this Agreement and all present or future Inventions of Executive are subject to assignment to Employer hereunder. (ii) Executive shall promptly advise Employer, in writing, of each Invention, whether or not patentable, which is in any way or manner related to the Employment Term, business of Employer or (B) resulting from or was suggested by any work that done for Employer and which is conceived, developed, created or made by Executive, alone or with others, (i) during his or her employment with Employer or (ii) within two years after the Employee performs in connection termination of Executive's employment with the CompanyEmployer but which is based on Employer's trade secrets or Confidential Information (each, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, "Employer Related Invention"). Each Employer Related Invention shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be become the sole and exclusive property of Employer. Executive agrees to disclose the Companysame promptly to Employer, and to execute all documents requested by Employer for vesting in it the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s entire right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions same, to execute all documents requested by Employer for filing and prosecuting such applications for patents, copyrights and/or trademarks as Employer, in its sole discretion may desire to prosecute, and to give Employer all patents the assistance it reasonably requires, including the giving of testimony in any suit, action or proceeding, in order to obtain, maintain and protect Employer's right therein and thereto. (iii) The assignment of inventions contained herein shall not apply to an invention that may issue thereonthe Executive develops entirely on his or her own time without using the Employer's equipment, includingsupplies, without limitation, any rights facilities or trade secret information except for those inventions that would otherwise accrue either: (1) relate at the time of conception or reduction to practice of the invention to the Employee’s benefit by virtue Employer's business, or actual or demonstrably anticipated research or development of the Employee being an employee of Employer; or other service provider to (2) result from any work performed by the CompanyExecutive for the Employer.

Inventions. (i) The Employee Executive acknowledges and agrees that all trade secrets, mask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products products, developments or developments other works of authorship (“Inventions”), whether patentable or unpatentable, (Aaa) that relate to the EmployeeExecutive’s work with the CompanyOptiNose, made made, developed or conceived by the EmployeeExecutive, solely or jointly with othersothers or with the use of any of OptiNose’s equipment, during the Employment Termsupplies, facilities or trade secrets or (Bbb) suggested by any work that the Employee Executive performs in connection with the Company▇▇▇▇▇▇▇▇, either while performing the EmployeeExecutive’s duties to the Company with OptiNose or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the Companyof OptiNose (collectively, shall “Company Inventions”), will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company▇▇▇▇▇▇▇▇, of all Company Inventions, and will promptly disclose all Company Inventions completely and in writing to the Company. The Records shall will be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermExecutive’s employment, or upon the Company’s request. The Employee will assign Executive hereby assigns to the Company (or its designee) the Company Inventions including all rights in and all to any related patents and other intellectual property that may issue thereon in any and all countries, whether during or subsequent to the Employment TermExecutive’s employment with OptiNose, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment TermExecutive’s employment with OptiNose, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the InventionsCompany Inventions and the underlying intellectual property. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and the underlying intellectual property for its benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Company Inventions will be deemed Work “work made for Hirehire”, as such term is defined under the copyright laws law of the United States, on behalf of the Company OptiNose and the Employee Executive agrees that the Company (or its designee) will be the sole owner of the Company Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to the EmployeeExecutive. If the Company Inventions, or any portion thereof, are deemed not to be Work work made for Hirehire, the Employee Executive hereby irrevocably conveys, transfers transfers, assigns and assigns delivers to the CompanyCompany (or its designee), all rights, titles and interests, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Company Inventions, including, including without limitation, : (aa) all of the EmployeeExecutive’s rightrights, title titles and interest interests in the copyrights and to any underlying intellectual property (and all renewals, revivals and extensions thereof) related to the Company Inventions, including, without limitation, ; (bb) all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Company Inventions, to exploit and allow others to exploit the Inventions Company Inventions; and (cc) all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Company Inventions, known or unknown, prior to the date hereof, including, including without limitation, limitation the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Company Inventions. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other intellectual property rights that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to OptiNose. (iii) To the Companyextent that Executive is unable to assign any of Executive’s right, title or interest in any Company Invention under applicable law, for any such Company Invention and the underlying intellectual property rights, Executive hereby grants to the Company (or its designee) an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Company Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Company Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Company Invention. (iv) To the extent that any of the Company Inventions are derived by, or require use by OptiNose of, any works, Inventions, or other intellectual property rights that Executive owns, which are not assigned hereby, Executive hereby grants to the Company (or its designee) an irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free license, with the right to sublicense, use, modify and create derivative works using such works, Inventions or other intellectual property rights, but only to the extent necessary to permit the Company to fully realize their ownership rights in the Company Inventions.

Inventions. (i) The Employee acknowledges You acknowledge and agrees agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s your work with the Company, made or conceived by the Employeeyou, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs you perform in connection with the Company, either while performing the Employee’s your duties to with the Company or on the Employee’s your own time, but only insofar as the Inventions are related to the Employee’s you work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee You will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee you will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee You will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee You will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee you from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employeeyou. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee you hereby irrevocably conveysconvey, transfers transfer and assigns assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee you hereby waives waive any so-called “moral rights” with respect to the Inventions. The Employee You hereby waives waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s your benefit by virtue of the Employee you being an employee of or other service provider to the Company.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments (“Inventions”)works of authorship, whether patentable or unpatentable, (A) that relate to the EmployeeExecutive’s work with the Company, Company Group and are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Termterm of Executive’s employment (collectively, or (B“Inventions”) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company Company, Parent (or its designeetheir designees), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyCompanies, of all Inventions, and will promptly disclose all Inventions completely and in writing to the CompanyCompanies. The Records shall be the sole and exclusive property of the CompanyCompanies, and the Employee Executive will surrender them upon the termination of the Employment TermExecutive’s employment, or upon the Company’s Companies’ request. The Employee will assign Executive hereby irrevocably conveys, transfers and assigns to the Company Companies the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Termterm of Executive’s employment, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company Companies (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Termterm of Executive’s employment, make such applications, sign such papers, take all rightful oaths, and at the Companies’ expense perform all acts as may be reasonably requested from time to time by the Company Companies with respect to the Inventions. The Employee Executive will also execute assignments to the Company Company, Parent (or its their designee) of the Applications, and give the Company Companies and its their attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Companies’ benefit, all without additional compensation to the Employee Executive from the CompanyCompanies, but entirely at the CompanyCompanies’ expense. If the Companies are unable for any other reason to secure Executive’s expensesignature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Companies and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. (ii) In addition, to the extent permitted by law, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Companies and the Employee Executive agrees that the Company Companies will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the CompanyCompanies, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Employee To the extent that Executive has any other rights in Inventions that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights in such Inventions that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of the Company Group. (iii) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Companies any Confidential Information or Intellectual Property relating to a former employer or other service provider third party without the prior written permission of such third party. Executive represents and warrants that he or she does not possess or own any right, title or interest in or to any Confidential Information or Intellectual Property related to the Companybusiness of the Companies. Executive shall comply with all relevant policies and guidelines of the Companies regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest, provided same are consistent with the terms of this Agreement. Executive acknowledges that the Companies may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version so long as amended by the Companies in good faith and, in all material respects, applicable in the same manner to all senior executives.

Inventions. (i) The Employee a. Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“Inventions”), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive's work with the Company or that relate to the Employee’s work with business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment TermExecutive's Service, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the Employee’s Executive's duties to with the Company or on the Employee’s Executive's own time, but only insofar as the Inventions are related to the Employee’s Executive's work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment TermService, or upon the Company’s 's request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment TermExecutive's Service, together with the right to file, in the Employee’s Executive's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment TermExecutive's Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional compensation to Executive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company's benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s 's expense. (ii) b. In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s Executive's right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “"moral rights” " with respect to the Inventions. The Employee To the extent that Executive has any rights in the results and proceeds of Executive's service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s Executive's benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the EmployeeExecutive’s work with the Company, made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Termcourse of the Executive’s service with the Company, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee Executive or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the Executive’s termination of employment with the Employment TermCompany, or upon the Company’s request. The Employee Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment TermExecutive’s service with the Company, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment TermExecutive’s service with the Company, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee Executive of or other service provider to the Company.

Inventions. (i) The Employee acknowledges hereby assigns and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider transfers to the Company, shall belong exclusively or to the Company (any person or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed entity designated by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s his or her entire right, title and interest in the copyrights (and to all inventions, ideas, discoveries, disclosures and improvements, whether patented or unpatented, and all renewalscopyrightable material, revivals made, authored or conceived by Employee, solely or jointly, or in whole or in part, during employment by the Company (collectively, “Intellectual Works”). The Company and extensions thereofEmployee agree that this provision does not apply to any invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) the invention relates to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation business of the Inventions, known Company or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. Employee further agrees promptly to communicate and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to such Intellectual Works. Employee further agrees, during employment and thereafter, to execute and deliver to the Company such form of assignments and transfers and such other papers, documents or information, as reasonably may be requested to permit the Company, or any person or entity designated by the Company, to file, prosecute, obtain or otherwise protect or transfer any intellectual property, including any patent, patent application or copyright. The Company shall pay all costs incident to the execution and delivery of such transfers, assignments or documents. Employee further agrees to give all lawful testimony, which may be requested by the Company in connection with any Intellectual Works, during and after employment with the Company, on the understanding that such testimony is to be given without out-of-pocket expense to Employee. Any Intellectual Work by Employee within six months following the termination of employment with the Company shall be deemed to fall within the provisions of this Paragraph unless Employee can demonstrate by objective, documentary records that such work was first conceived and made following the end of employment with the Company.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments works of authorship, in any such case, of a scientific nature (“Inventions”), whether patentable or unpatentable, (A) that relate to the EmployeeExecutive’s work with the Company, made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (i) The Employee acknowledges and agrees that will promptly disclose to the Company, or any persons designated by it, all ideas, methodsimprovements, inventions, discoveriesformulae, improvementsprocesses, work products or developments (“Inventions”)techniques, know-how and data, whether patentable or unpatentable, (A) that relate to the Employee’s work with the Companynot patentable, made or conceived or reduced to practice or learned by the Employee, solely either alone or jointly with others, during the Employment Termperiod of Employee's employment hereunder, which are related to or (B) suggested by any work that useful in the Employee performs in connection with business of the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The result from tasks assigned Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, or result from use of premises owned, leased or contracted for by the Company (all said improvements, inventions, formulae, processes, techniques, know-how and data shall be collectively hereinafter be called "Inventions, and will promptly disclose "). Employee agrees that all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the CompanyCompany and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign hereby assigns to the Company any rights Employee may have or acquire in all Inventions. Employee further agrees, as to all Inventions, to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents and copyrights on and trade secrets relating to Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent and to that end Employee will execute all documents for use in applying for and obtaining such patents and copyrights thereon and enforcing same, as the Employment TermCompany may desire, together with any assignments thereof to the right Company or persons designated by it. Employee's obligation to fileassist the Company in obtaining and enforcing patents and copyrights for and trade secrets relating to Inventions in any and all countries shall continue beyond the termination of Employee's employment, in but the Employee’s name Company shall compensate Employee at a reasonable rate after such termination for time actually spent by Employee at the Company's request on such assistance. The foregoing provision shall not apply to Inventions: (i) for which no equipment, supplies, facility or in the name Trade Secret information of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense.was used; and (ii) In addition, the Inventions will be deemed Work which were developed entirely on Employee's own time; and (iii) which do not result from any work performed by Employee for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

Inventions. (ia) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Termhis employment with Company, or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the EmployeeExecutive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Term, his employment or upon the Company’s request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Termhis term of employment, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Termhis term of employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the InventionsExecutive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Executive from the Company, but entirely at the Company’s expense. (iib) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeExecutive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeExecutive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Employee Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeExecutive’s benefit by virtue of the Employee Executive being an employee of or other service provider to the Company.

Inventions. (i) The Employee Recipient acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products products, developments or developments works of authorship (“Inventions”)) and all underlying rights therein in all forms of media now known or later devised, whether or not patentable or unpatentablecopyrightable, (Aa) that relate to the EmployeeRecipient’s work with the CompanyCompany Group, made or conceived by the EmployeeRecipient, solely or jointly with others, during the Employment Termperiod of Recipient’s employment and service with the Company Group, or (Bb) suggested by any work that the Employee Recipient performs in connection with the CompanyCompany Group, either while performing the EmployeeRecipient’s duties to with the Company Group or on the EmployeeRecipient’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or copyright applications are filed thereon. The Employee will keep full Recipient hereby irrevocably conveys, transfers and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign assigns to the Company the Inventions and all patents and copyrights (and all renewals, revivals and extensions thereof) that may issue thereon in any and all countries, whether during or subsequent to the Employment Termperiod of Recipient’s employment and service with the Company Group, together with the right to file, in the EmployeeRecipient’s name or in the name of the Company (or its designee), applications for patents patents, copyrights, and equivalent rights (the “Applications”). The Employee Inventions shall also be deemed Works for Hire, as that term is defined under the copyright laws of the United States, on behalf of the Company Group. Recipient will, at any time during and subsequent to the Employment Termperiod of Recipient’s employment and service with the Company Group, and at the Company Group’s expense, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be reasonably requested from time to time by the Company Group with respect to the Inventions. The Employee Recipient will also execute assignments to the Company (or its designee) of the Applications, and give the Company Group and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its the Company’s benefit, all without additional compensation to the Employee Recipient from the CompanyCompany Group. If the Company Group is unable for any other reason to secure Recipient’s signature on any document for this purpose, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of then Recipient hereby irrevocably designates and appoints the Company and the Employee agrees that the Company will be the sole owner of the Inventionsits duly authorized officers and agents as Recipient’s agent and attorney in fact, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe to act for and in perpetuity without Recipient’s behalf and stead to execute any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in documents and to do all other lawfully permitted acts in connection with the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefromforegoing. In addition, the Employee Recipient hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any provisions of this Section 8 shall not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Company Group was used and all currently existing and future monetary rights in and which was developed entirely on Recipient’s own time, unless (i) the Invention relates (A) to the Inventions and all patents that may issue thereonbusiness of the Company Group, including, without limitation, any rights that would otherwise accrue or (B) to the EmployeeCompany Group’s benefit actual or demonstrably anticipated research or development, or (ii) the Invention results from any work performed by virtue of Recipient for the Employee being an employee of or other service provider to the CompanyCompany Group.

Inventions. 13.1 If at any time in the course of his employment under this Agreement the Appointee (iwhether alone or with any other person or persons and whether or not during working hours) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products conceives or developments (“makes any Inventions”), whether patentable or unpatentablenot patentable, which either directly or indirectly: (Aa) that relate to the Employee’s work with business of the Company or any Associated Company; (b) result from tasks assigned to the Appointee by the Company, made ; (c) are based on or conceived derived from the Appointee’s knowledge of the actual or planned business activities of the Company or any Associated Company; or (d) are aided by the Employeeuse of materials, solely facilities or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties information belonging to the Company or on any Associated Company; the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively Appointee will promptly disclose to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventionsdetails, including, without limitation, all drawings and models, of the Employee’s right, title and interest in the copyrights such Inventions. 13.2 The Appointee agrees to assign (and all renewalsto bind his heirs, revivals executors and extensions thereofadministrators, to assign) to the InventionsCompany or to such of the Associated Companies as the Company may designate all Inventions covered by this clause 13. 13.3 Without further compensation but at the Company’s expense, includingthe Appointee agrees to give all testimony and execute all patent applications, without limitation, all rights of any kind priority, assignments and other documents and in general do all lawful things requested of him by the Company or any nature now Associated Company to enable any of them to obtain, maintain and enforce its or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary their rights in and to the Inventions Inventions. 13.4 The Appointee recognises that any Invention which is conceived or made by him at any time from the date hereof up to and all patents including the date which is one year after the Termination Date, howsoever arising, is likely to have been conceived in significant part in the course of his employment with the Company or an Associated Company. Accordingly, the Appointee agrees that may issue thereon, including, without limitation, any rights that would otherwise accrue such Invention will be presumed to have been conceived in the course of his employment with the Company or any of its Associated Companies unless and until he establishes the contrary by clear and convincing evidence. 13.5 Decisions as to the Employee’s benefit by virtue patenting and exploitation of any Invention will be at the Employee being an employee sole discretion of or other service provider to the Company. 13.6 The Appointee irrevocably appoints the Company to be his attorney in his name and on his behalf to execute documents, to use the Appointee’s name and to do all things which may be necessary or desirable for the Company to obtain for itself or its nominee the full benefit of the provisions of clause 13 above and a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority hereby conferred will be conclusive evidence that such is the case so far as any third party is concerned.

Inventions. (i) The Employee acknowledges understands that the Company and agrees that its subsidiaries are engaged in research and development and other activities in connection with its business and that, as an essential part of the Employment, the Employee is expected to make new contributions to and create inventions of value for the Company and its subsidiaries. From and after the Effective Date, the Employee shall disclose in confidence to the Company and its subsidiaries all ideas, methods, inventions, discoveries, improvements, work products designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets, whether or developments not patentable, copyrightable or protectible as trade secrets (collectively, the “Inventions”), whether patentable or unpatentable, (A) that relate to which the Employee’s work with the Company, made or conceived by the Employee, Employee may solely or jointly with othersconceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the Employment Term, period of his or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to her employment at the Company. The Records Employee acknowledges that copyrightable works prepared by him or her as part of the duties and jobs of the Employee at the Company or the applicable subsidiaries or primarily using the Company’s resources and during the period of his or her employment with the Company are “works for hire” and that the Company and its subsidiaries will be considered the author thereof. The Employee agrees and acknowledges that all the Inventions are works made for hire and shall be the sole and exclusive property of the CompanyCompany and its subsidiaries, including any copyrights, patents, mask work rights, trade secrets, or other intellectual property rights pertaining hereto. If it is determined that any such works are not works made for hire or if their ownership is otherwise vested in the Employee for any reason, the Employee hereby assigns all his or her right, title and interest, including rights of copyrights, patents, ▇▇▇▇ work rights, trade secrets, and other intellectual property rights, to or in such Inventions to the Employee will surrender them upon the termination of the Employment Term, Company and its subsidiaries or upon the Company’s requestits successor in interest without further consideration. The Employee will assign to acknowledges that in deciding the compensation of the Employee hereunder, the Company the Inventions has taken into account and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in such compensation includes rewards for the Employee’s name or in the name of contribution to creating Inventions for the Company (or and its designee), applications for patents and equivalent rights (subsidiaries during the “Applications”)Employment. The Employee willagrees to assist the Company and its subsidiaries in every way to obtain for the Company and its subsidiaries and enforce patents, at any time during and subsequent to the Employment Termcopyrights, make such applicationsmask work rights, sign such papers, take all rightful oathstrade secret rights, and perform all acts as may be requested from time to time by the Company with respect to other legal protection for the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give any documents that the Company and its attorneys all reasonable assistance (including subsidiaries may request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. His or her obligations under this paragraph will continue beyond the giving termination of testimony) to obtain his or her employment with the Inventions for Company and its benefitsubsidiaries, all without additional compensation to provided that the Company or its subsidiaries will compensate the Employee from at a reasonable rate after such termination for time or expenses actually spent by the Company, but entirely Employee after such termination at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as request on such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventionsassistance. The Employee hereby waives any and all currently existing and future monetary rights in and to appoints the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue Secretary of the Employee being an employee Company as his or her attorney-in-fact to execute documents on his or her behalf for this purpose. This Section 10 shall survive the termination of or other service provider to the Companythis Agreement for any reason.

Inventions. (i) The Employee Optionee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that relate are reduced to practice, created, invented, designed, developed, contributed to, or improved with the Employeeuse of any Partnership Group resources and/or within the scope of Optionee’s work with the Company, Partnership Group and that are made or conceived by the EmployeeOptionee, solely or jointly with others, during the period of Optionee’s Employment Termwith the Partnership Group, or (B) suggested by any work that the Employee Optionee performs in connection with the CompanyPartnership Group, either while performing the EmployeeOptionee’s duties to with the Company Partnership Group or on the EmployeeOptionee’s own time, but only insofar as the Inventions are related to the EmployeeOptionee’s work as an employee or other service provider to the CompanyPartnership Group, shall belong exclusively to the Company Partnership Group (or its designeedesignees), whether or not patent or other applications for intellectual property protection are filed thereonthereon (the “Inventions”). The Employee Optionee will keep full and complete written records (the “Records”), in the manner prescribed by the CompanyPartnership Group, of all Inventions, and will promptly disclose all Inventions completely and in writing to the CompanyPartnership Group. The Records shall be the sole and exclusive property of the CompanyPartnership Group, and the Employee Optionee will surrender them upon the termination of Optionee’s Employment with the Employment TermPartnership Group, or upon the Company’s request. The Employee Optionee will assign to the Company Partnership Group the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the period of Optionee’s Employment Termwith the Partnership Group, together with the right to file, in the EmployeeOptionee’s name or in the name of the Company Partnership Group (or its designeedesignees), applications for patents and equivalent rights (the “Applications”). The Employee Optionee will, at any time during and subsequent to the period of Optionee’s Employment Termwith the Partnership Group, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be reasonably requested from time to time by the Company with respect Partnership Group to perfect, record, enforce, protect, patent or register the rights of the Partnership Group in the Inventions, all without additional compensation to Optionee from the Partnership Group. The Employee Optionee will also execute assignments to the Company Partnership Group (or its designeedesignees) of the Applications, and give the Company Partnership Group and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefitthe benefit of the Partnership Group, all without additional compensation to the Employee from the CompanyOptionee, but entirely at the Company’s expenseexpense of the Partnership Group. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Partnership Group and the Employee Optionee agrees that the Company Partnership Group will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the EmployeeOptionee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the Employee rights in such Inventions do not otherwise automatically vest in the Partnership Group, Optionee hereby irrevocably conveys, transfers and assigns to the Company, Partnership Group all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the EmployeeOptionee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee Optionee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee To the extent that Optionee has any rights in the Inventions that cannot be assigned in the manner described herein, Optionee agrees to unconditionally waive the enforcement of such rights. Optionee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the EmployeeOptionee’s benefit by virtue of the Employee Optionee being an employee of or other service provider to the CompanyPartnership Group.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (ithe “Developments”) The shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records Developments shall be deemed “works made for hire” within the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws meaning of the United StatesStates Copyright Act, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventionsas amended. If, and all underlying rights thereinfor any reason, in all media now known or hereinafter devisedsuch Developments are not deemed works made for hire, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, Employer all of the Employee’s his right, title and interest in the copyrights (including, but not limited to, copyright and all renewalsrights of inventorship) in and to such Developments. At the request and expense of Employer, revivals whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments; and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law such Developments or in equity vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any infringement, reason Employee refuses or other unauthorized use is unable to assist Employer in obtaining or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” enforcing its rights with respect to the Inventions. The Employee such Developments, he hereby waives irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all currently existing and future monetary other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and to is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the Inventions termination of his employment with Employer and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to (iii) the Employee’s benefit by virtue termination of the Employee being an employee of or other service provider to the Companythis Agreement.

Inventions. (ia) The Employee acknowledges Executive hereby agrees to assign any and agrees all right, title, or interest that all ideasthe Executive may develop or establish in any designs, methodsproducts, discoveries, inventions, discoveriesoriginal works of authorship, Trade Secrets, innovations, improvements, work products or developments (“Inventions”)developments, whether patentable or unpatentablemodifications, (A) that relate to the Employee’s work with the Companyknow-how, made or conceived by the Employeetechnology, solely or jointly with othersprocess, during the Employment Termmanagement reports, or (B) suggested by any work that the Employee performs in connection with the Companyinternal reports and memoranda, either while performing the Employee’s duties to the Company or on the Employee’s own timeproduct development plans and strategies, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Companycustomer lists, shall belong exclusively to the Company (or its designee)marketing, pricing, and sales plans, policies, and strategies, whether or not patent applications patentable, that the Executive conceives, reduces to practice, devises, develops, discovers, or incorporates in Company products or services, either alone or jointly, or to which the Executive otherwise contributes during the term of the Executive’s employment with the Company and for one (1) year thereafter, insofar as such may either (a) relate to or arise out of the Business, whether or not during business hours and whether or not Company resources are filed thereonutilized, or (b) involve the use of Company resources, including the Executive’s time and attention during business and/or non-business hours, all of which shall be owned by the Company (“Company Work Product”). The Employee Executive will keep full make a complete and complete written records (the “Records”), in the manner prescribed by the Company, prompt disclosure of all Inventions, and will promptly disclose all Inventions completely and in writing Company Work Product to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee Executive hereby irrevocably conveys, transfers and assigns to the Company, without further compensation, all rights, rights in all media now known or hereinafter devised, throughout Company Work Product. (b) The Executive will do all reasonable acts and things as may be reasonably necessary to confirm and vest the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s entire right, title and interest in the copyrights (Company Work Product in the Company and all renewals, revivals and extensions thereof) to secure to the Inventions, including, without limitation, all rights Company full protection of any kind or any nature now or hereafter recognizedthe same, including without limitation, the unrestricted right execution and delivery of assignments, patent applications and other documents or papers, whether during employment with the Company or any time after termination of such employment. In order to make modificationsconfirm the Company’s rights, adaptations and revisions the Executive also will assign to the Inventions, to exploit and allow others to exploit the Inventions Company any and all copyrights and reproduction rights to ▇▇▇ any written material prepared by the Executive in connection with the Executive’s employment. In addition to the foregoing, without compensation but at law or in equity the Company’s expense, for a period of two (2) years following the termination for any infringementreason of employment with the Company, the Executive, upon reasonable notice by the Company, will cooperate with the Company in securing or other unauthorized use or conduct defending the Company’s right, title, and interest in derogation the Company Work Product. (c) The Executive expressly acknowledges and agrees that the Executive has disclosed to the Company in writing prior to signing this Agreement any and all designs, discoveries, inventions, patents, original works of authorship and trade secrets of Executive that are related to the business of the InventionsCompany (collectively “Executive’s Intellectual Property”). The Company agrees to hold the Executive’s Intellectual Property in strict confidence and not to disclose the Executive’s Intellectual Property to any third party, known except as may be required by law, regulation or unknowncourt of competent jurisdiction, in which case the Company agrees to notify the Executive as soon as practicable prior to such disclosure so as to afford the date hereof, including, without limitation, Executive an opportunity to seek a protective order protecting the right Executive’s Intellectual Property or otherwise object to receive all proceeds and damages therefromsuch disclosure. In addition, the Employee hereby waives any so-called “moral rights” The foregoing restrictions with respect to the Inventions. Executive’s Intellectual Property shall not apply to any information which it can be demonstrated (i) is or becomes generally available to the public other than as a result of a disclosure by the Company or its representatives, (ii) was available on a non-confidential basis prior to its disclosure by the Company or its representatives, or (iii) becomes available on a non-confidential basis from a source other than the Executive or the Executive’s representatives, which source was not itself bound by a confidentiality agreement. (d) The Employee Executive agrees that the Executive will not incorporate into any work performed for the Company any of the Executive’s Intellectual Property without the express written permission of the Company, and, with respect to any of the Executive’s Intellectual Property that is incorporated into any work performed for the Company with the Company’s express written permission, the Executive hereby waives any and all currently existing and future monetary rights in grants to the Company a royalty-free, irrevocable license throughout the world to use, make, have made, sell, offer to sell, import, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all of such Executive’s Intellectual Property. (e) With respect to any of the Inventions and all patents Executive’s Intellectual Property (i) that may issue thereon, including, without limitation, any rights that would otherwise accrue the Executive has not disclosed to the EmployeeCompany pursuant to this Section 6.5 but that is incorporated into Company products or services or brought to the Company for use in the Company products or services or (ii) that the Executive has disclosed to the Company but incorporated into work performed for the Company without the Company’s benefit by virtue of express written permission, the Employee being an employee of or other service provider Executive hereby assigns to the Company, without further compensation, all rights in all such Executive’s Intellectual Property in accordance with this Section 6.5.

Inventions. (i) 8.1 The Employee acknowledges and agrees that all Confidential and Proprietary Information and all other discoveries, inventions, ideas, concepts, processes, products, protocols, treatments, methods, inventions, discoveries, tests and improvements, work algorithms, computer programs, or parts thereof, conceived, developed, reduced to practice or otherwise made by the Employee either alone or with others, and in any way relates to the present or proposed programs, services, products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with Business of the Company, made or conceived by to task assigned to the Employee during the period of the Employee, solely or jointly with others, during the Employment Term, or (B) suggested 's employment by any work that the Employee performs in connection with the Company, either while performing whether or not conceived, developed, reduced to practice or made during the Employee’s duties to 's employment (collectively "Inventions"), and any and all services and products which embody, emulate or employ any such Invention shall be the sole property of the Company and all copyrights, patents, patent rights, trademarks, service marks and reproduction rights to, and other proprietary rights in, each such Invention, whether or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee not patentable or other service provider to the Companycopyrightable, shall belong exclusively to the Company. For purposes of the copyright laws of Canada, to the extent, if any, that such laws are applicable to such Invention or any such service or product, it shall be considered a work made for hire and the Company (or its designee), whether or not patent applications are filed thereon. shall be considered the author thereof. 8.2 The Employee will keep full and complete written records (the “Records”), in the manner prescribed by promptly disclose to the Company, of or any persons designated by it, all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. . 8.3 The Employee will assign hereby assigns to the Company or its nominee, their successors or assigns, all the Employee's rights, title and interest in and to the Inventions. 8.4 The Employee hereby waives for the benefit of the Company and its successors and assigns all the Employee's moral rights in respect of the Inventions. 8.5 The Employee further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time to enforce patents or copyrights in respect of the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent and to that end the Employment TermEmployee will execute all documents for use in applying for, obtaining and enforcing patents and copyrights on such Inventions as the Company may desire, together with any assignments of such Inventions to the right Company or persons designated by it. The Employee's obligation to file, assist the Company in obtaining and enforcing patents and copyrights for the Inventions in any and all countries shall continue beyond the termination of the Agreement. 8.6 In the event that the Company is unable for any reason whatsoever to secure the Employee’s name 's signature to any lawful and necessary document required to apply for or in the name of the Company (execute any patent, copyright, trademark or its designee), other applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance any Invention (including the giving of testimony) to obtain the Inventions for its benefitimprovements, all without additional compensation to the Employee from the Companyrenewals, but entirely at the Company’s expense. (ii) In additionextensions, the Inventions will be deemed Work for Hirecontinuations, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, divisions or continuations in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion part thereof, are deemed not to be Work for Hire), the Employee hereby irrevocably conveysappoints the Company and its duly authorized officers and agents as the Employee's agents and attorneys-in-fact to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, transfers copyrights or other rights thereon with the same legal force and assigns effect as if executed by the Employee. 8.7 The Employee hereby represents and warrants that the Employee is subject to no contractual or other restriction or obligation, which will in any way limit the Employee's activities on behalf of the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any represents and all currently existing and future monetary rights in and warrants to the Inventions and all patents Company that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of has no continuing obligations to any previous employer (a) with respect to any previous invention, discovery or other service provider item of intellectual property or (b) which require the Employee not to disclose any information or data to the Company. 8.8 The provisions of this section 8 shall survive the termination of this Agreement.

Inventions. (i) The Employee acknowledges You acknowledge and agrees agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“"Inventions”"), whether patentable or unpatentable, (A) that relate to the Employee’s your work with the Company, made or conceived by the Employeeyou, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs you perform in connection with the Company, either while performing the Employee’s your duties to with the Company or on the Employee’s your own time, but only insofar as the Inventions are related to the Employee’s your work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee You will keep full and complete written records (the “"Records”"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee you will surrender them upon the termination of the Employment Term, or upon the Company’s 's request. The Employee You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right fight to file, in the Employee’s your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “"Applications”"). The Employee You will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee You will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee you from the Company, but entirely at the Company’s 's expense. (ii) . In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employeeyou. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee you hereby irrevocably conveysconvey, transfers transfer and assigns assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee you hereby waives waive any so-called “"moral rights” " with respect to the Inventions. The Employee You hereby waives waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue Issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s your benefit by virtue of the Employee you being an employee of or other service provider to the Company.

Inventions. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties hereby assigns to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in and to, and shall disclose promptly to the copyrights (Company, any and all renewalswork product, revivals trade secrets, developments, processes, inventions, ideas and extensions thereof) discoveries, and works of authorship developed, discovered, improved, authored, derived, invented or acquired by Employee during the period of Employee’s employment by the Company (collectively, “Work Product”), whether or not during business hours, that are either related to the Inventionsscope of Employee’s employment by the Company or make use, includingin any manner, without limitationof the resources of the Company, and agrees that such Work Product shall be and shall remain the exclusive property of the Company. Employee further agrees that all rights Work Product that is made by Employee (solely or jointly with others) within the scope of any kind or any nature now or hereafter recognized, including without limitation, and during the unrestricted right to make modifications, adaptations and revisions period of the Employee’s employment relationships constitutes “works made for hire” (to the Inventionsgreatest extent permitted by applicable law) and are compensated by Employee’s salary. Employee agrees to execute any documentation required by the Company to protect its rights hereunder and appoints the Company as attorney-in-fact to execute any documentation to protect the Company’s rights pursuant to this Agreement should Employee be unwilling or unable to do so, and to exploit further agrees to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Work Product and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringementcopyrights, patents,trademarks, mask work rights, moral rights, or other unauthorized use or conduct intellectual property rights relating thereto in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and countries, including the disclosure to the Inventions Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all patents other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights; provided, however, that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee and the Company understand that Work Product shall not include any invention which qualifies fully under the provisions of or subdivision (a) of California Labor Code Section 2870, other service provider to the Companythan those stated in subsections (1) and (2) thereof.

Inventions. (i) The Employee Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”)products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive’s duties to the Company or that relate to the Employee’s work with business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the EmployeeExecutive, solely or jointly with others, during the Employment Term, ; or (B) suggested by any work that the Employee Executive performs in connection with the Company, either while performing the EmployeeExecutive’s duties to with the Company or on the EmployeeExecutive’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall will belong exclusively to the Company (or its designee), whether or not patent or other applications for Intellectual Property protection are filed thereonthereon (the “Inventions”). The Employee Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be are the sole and exclusive property of the Company, and the Employee Executive will surrender them upon the termination of the Employment Termemployment, or upon the Company’s request. The Employee will assign Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents Intellectual Property related thereto or that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the EmployeeExecutive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights Intellectual Property (the “Applications”). The Employee Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company with respect to perfect, record, enforce, protect, patent or register the InventionsCompany’s rights in the Inventions and all Intellectual Property related thereto, all without additional compensation to Executive from the Company. The Employee Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. benefit. “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i) patents, patent applications and patent disclosures and improvements thereto together with all reissuances, continuations, continuations-in-part, divisionals, revisions, extensions, and reexaminations thereof; (ii) In additiontrademarks, the Inventions will be deemed Work for Hireservice marks, as such term is defined under the copyright laws brand names, certification marks, trade dress, trade names, slogans, product designations, logos, and corporate names, and any other indicia of the United Statessource or origin (including “look and feel”), on behalf of the Company together with all translations, adaptations, derivations, abbreviations, acronyms, and the Employee agrees that the Company will be the sole owner of the Inventionscombinations thereof, all applications, registrations, and renewals in connection therewith, and all underlying goodwill associated with each of the foregoing; (iii) copyrights and works of authorship, moral rights thereinand all applications, registrations and renewals in connection therewith, and including sui generis rights in databases; (iv) trade secrets; (v) usernames, keywords, tags, and other social media identifiers and accounts (including for all third-party social media now known sites) and Internet domain names; (vi) all other intellectual property or hereinafter devised, throughout the universe proprietary rights; and in perpetuity without (vii) any further obligations to the Employee. If the Inventionsother registrations and applications for registrations of, or rights with respect to, any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, item referenced in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all any of the Employee’s right, title and interest in the copyrights foregoing clauses (and all renewals, revivals and extensions thereofi) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Companythrough (vi).