Common use of Inventions Clause in Contracts

Inventions. All plans, discoveries and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Company.

Inventions. All plansWith respect to Inventions made, discoveries and improvementsauthored, whether patentable or unpatentable, made or devised conceived by Executive, whether alone Executive either solely or jointly with othersothers during employment by Employer or within 12 months after termination of employment, from the Effective Date Executive shall promptly and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed fully disclose and describe such Inventions in writing to the Secretary of the Company Employer, assign, and are does hereby transferred assign, to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, Employer all of Executive’s entire rightrights, title and interest in and to any Invention such Inventions and to execute any other instruments and documents requisite or desirable in applying applications for and obtaining patentsletters, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and patent and/or copyright in all foreign countries and to all letters patent and/or copyrights granted upon such Inventions in all countries, that may be required by the Company. Executive further agreeswill, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment this Agreement and thereafter, do such other acts as may be necessary in the Employer’s sole discretion to preserve property rights against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights and to vest the entire right and title thereto in the Employer. The provisions of this paragraph shall not apply to Inventions made, authored or conceived by Executive after termination of this Agreement so long as: (i) such Inventions do not relate to the Employer’s business or to the Employer’s actual or demonstrably anticipated research or development; (ii) such Inventions do not result from any work performed by Executive for three months thereafterthe Employer; and (iii) no Employer Confidential Information is used in the making, authorship or conception of the Invention or discovery. For purposes of this Agreement, “Inventions” means discoveries, concepts, ideas and works of authorship, whether or not Executive believes such innovations are patentable or subject to this Section 14.5copyright including but not limited to processes, to permit methods, formulas, and techniques, as well as improvement or know-how concerning any present or prospective activities of the Employer with which the Executive becomes acquainted as a determination result of Executive’s employment by Company as to whether the Employer or not which are conceived by Executive, alone or with others, during the innovations should be employment by the property of Company. Any such information shall be received in confidence by CompanyEmployer or within one year thereafter.

Inventions. All plansSubject to paragraph 2 b., discoveries Executive agrees that all right, title, and improvementsinterest in and to (i) all discoveries, whether patentable designs, ideas, works of authorship, and inventions created, conceived, reduced to practice, or unpatentableotherwise developed, made in whole or devised in part, by Executive, whether alone jointly or jointly with othersindividually, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the Company Group foregoing in (eachi); and (iii) all patent, an “Invention”copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the "Inventions") will be owned solely and exclusively by the Company. Without limiting the foregoing, all copyrightable subject matter included in the Inventions shall be constitute “work made for hire” under applicable copyright law. Executive will: (i) promptly disclosed and fully disclose and describe, in detail satisfactory to the Company, all such Inventions in writing to the Secretary of the Company Company; (ii) irrevocably and are unconditionally assign, and Executive does hereby transferred to irrevocably and shall redound unconditionally assign, to the benefit of the Company Company, without further compensation or other consideration, any and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, all of Executive’s entire rightrights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any Invention use, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service ▇▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world; (iii) deliver promptly to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto upon request and in the United States form and manner prescribed by the Company (without charge to the Company but at the Company's expense), including without limitation Executive’s notarized signature in execution of, the written instruments described in paragraph b. and perform all foreign countries, other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and (iv) promptly render all assistance that may be required by the CompanyCompany to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive further agreesdoes hereby waive and agree never to assert any rights in the Inventions, during and after termination any part or parts thereof, that are not susceptible of employment hereunderassignment by Executive under applicable law, to reasonably cooperate including, but not limited to, any moral rights or the right to the extent and in integrity or attribution of the manner required by the CompanyInventions, in the prosecution or defense of any patent or copyright claims or any litigationother right to be associated with the Inventions as its author, inventor, or other proceeding involving any trade secrets, processes, discoveries user by name or improvements covered by this covenant, but all necessary expenses thereof shall be paid by under a pseudonym or the Company. This Section 14.5 does not apply right to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyremain anonymous.

Inventions. All plansSubject to paragraph 2 b., discoveries Executive agrees that all right, title, and improvementsinterest in and to (i) all discoveries, whether patentable designs, ideas, works of authorship, and inventions created, conceived, reduced to practice, or unpatentableotherwise developed, made in whole or devised in part, by Executive, whether alone jointly or jointly with othersindividually, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the Company Group foregoing in (eachi); and (iii) all patent, an “Invention”copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the “Inventions”) will be owned solely and exclusively by the Company. Without limiting the foregoing, all copyrightable subject matter included in the Inventions shall be constitute “work made for hire” under applicable copyright law. Executive will: (i) promptly disclosed and fully disclose and describe, in detail satisfactory to the Company, all such Inventions in writing to the Secretary of the Company Company; (ii) irrevocably and are unconditionally assign, and Executive does hereby transferred to irrevocably and shall redound unconditionally assign, to the benefit of the Company Company, without further compensation or other consideration, any and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, all of Executive’s entire rightrights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any Invention use, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service ▇▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world; (iii) deliver promptly to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto upon request and in the United States form and manner prescribed by the Company (without charge to the Company but at the Company’s expense), including without limitation Executive’s notarized signature in execution of, the written instruments described in paragraph b. and perform all foreign countries, other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and (iv) promptly render all assistance that may be required by the CompanyCompany to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive further agreesdoes hereby waive and agree never to assert any rights in the Inventions, during and after termination any part or parts thereof, that are not susceptible of employment hereunderassignment by Executive under applicable law, to reasonably cooperate including, but not limited to, any moral rights or the right to the extent and in integrity or attribution of the manner required by the CompanyInventions, in the prosecution or defense of any patent or copyright claims or any litigationother right to be associated with the Inventions as its author, inventor, or other proceeding involving any trade secrets, processes, discoveries user by name or improvements covered by this covenant, but all necessary expenses thereof shall be paid by under a pseudonym or the Company. This Section 14.5 does not apply right to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyremain anonymous.

Inventions. All plansAny and all ideas, discoveries and inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, whether patentable trade secrets and the like (collectively, “Inventions”), which are or unpatentablehave been developed, made or devised conceived, created, discovered, learned, produced and/or otherwise generated by ExecutiveEmployee, whether alone individually or jointly with othersotherwise, from during the Effective Date and continuing until the end of any period during which Executive is time that Employee has been employed by the Company GroupCompany, relating whether or pertaining in any way not during working hours, that related to Executive’s employment with or the business (a) current and anticipated businesses and/or activities of the Company Group Company, (eachb) the current and anticipated research or development of the Company, an “Invention”)or (c) any work performed by Employee for the Company, shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive propertyproperty of the Company, and the Company shall own any and all right, title and interest to such Inventions. Executive Employee assigns, and agrees to execute any assignment assign to the Company or its nomineewhenever so requested by the Company, of Executive’s entire any and all right, title and interest in and to any Invention such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments and documents requisite which the Company deems desirable or desirable in applying for and obtaining patents, trademarks or copyrightsnecessary to protect such interests, at the expense Company’s expense. Employee acknowledges that as part of her work for the Company, with respect thereto in she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all foreign countriessuch works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, that but not limited to, the right to make all uses of the works in which attribution or integrity rights may be required by implicated. Without in any way limiting the Company. Executive further agreesforegoing, during and after termination of employment hereunder, to reasonably cooperate to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the manner required by future have in or to the Companyworks, in including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the prosecution or defense law of any patent U.S. or copyright claims or foreign jurisdiction, the right to ▇▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any litigationand all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other proceeding involving any trade secrets, processes, discoveries type of moral right or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companydroit moral.

Inventions. All plans, discoveries and improvements(a) The Employee shall disclose fully to the Company all inventions (as defined below) conceived or discovered by the Employee, whether patentable or unpatentable, made or devised by Executive, whether alone solely or jointly with othersothers during the term of this Agreement. Such inventions shall belong solely to the Company and shall not belong to the Employee. 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 Effective Date Employee, all such inventions referred to above and continuing until all patents, trademarks, copyrights, and maskworks, and any and all applications and rights pertaining thereto on a worldwide basis. The Employee shall assist the end 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 any period during which Executive is employed 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 Group, relating or pertaining in any way to Executive’s employment with or office selected by the business Company. The judgment of the Company Group (each, an “Invention”), with respect to the registrability of any particular item of intellectual property shall be promptly disclosed in writing final and conclusive as between the Employee and the Company. (b) Any improvements made upon such inventions by the Employee subsequent to the Secretary of term hereof shall be presumed to have been developed during the Company term hereof and are hereby transferred to by and shall redound to for the benefit of the Company and accordingly shall become and remain its sole and exclusive property. Executive be the property of the Company. (c) The Employee agrees to execute any assignment such other standard forms relating to the invention or development of inventions and other intellectual properties as the Company or may require of its nominee, of Executive’s entire right, title consultants and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense employees generally. (d) Prior inventions of the CompanyEmployee, with respect thereto in if any, as listed on the United States and in Addendum, are excluded from the scope of this Agreement. (e) For purposes of this Agreement, “inventions” includes all foreign countriesinventions, that may be required by the Company. Executive further agreescreations, during and after termination of employment hereunderdevelopments, to reasonably cooperate to the extent and in the manner required by the Companysoftware programs, in the prosecution algorithms, routines, patterns, components, compilations, devices, or defense improvements of any patent kind or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafternature, whether or not Executive believes such innovations are subject 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 this Section 14.5the Company’s actual, anticipated, or subsequently arising business, products, services or activities, or arising out of or suggested by any task assigned to permit a determination be performed by Company as to whether the Employee, solely or not jointly with others, for or on behalf of the innovations should be the property of Company. Any such information shall be received in confidence by Company.

Inventions. All plans(a) If Employee has created, discoveries and improvementsinvented, whether patentable designed, developed, contributed to or unpatentableimproved any works of authorship, made inventions, intellectual property, materials, documents or devised by Executiveother work product (including without limitation, whether alone research, reports, software, databases, systems, applications, presentations, textual works, content, or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group audiovisual materials) (each, an “InventionWorks”), shall be promptly disclosed in writing either alone or with third parties, prior to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to Employee’s employment by the Company or its nomineesubsidiaries, that are relevant to or implicated by such employment (“Prior Works”), Employee hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business. (b) If Employee creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Employee’s employment by the Company or its subsidiaries and within the scope of Executivesuch employment and/or with the use of any the Company resources (“Company Works”), Employee shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company. (c) Employee agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times. (d) Employee shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s entire rightexpense (but without further remuneration) to assist the Company in validating, title maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and interest Company Works. If the Company is unable for any other reason to secure Employee’s signature on any document for this purpose, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act for and to any Invention in Employee’s behalf and stead to execute any documents and to do all other instruments lawfully permitted acts in connection with the foregoing. (e) Employee 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. Employee hereby indemnifies, holds harmless and documents requisite or desirable in applying for agrees to defend the Company and obtaining patentsits officers, trademarks or copyrightsdirectors, at partners, employees, agents and representatives from any breach of the expense foregoing covenant. Employee shall comply with all relevant policies and guidelines of the Company, with respect thereto in including regarding the United States protection of confidential information and in intellectual property and potential conflicts of interest. Employee acknowledges that the Company may amend any such policies and guidelines from time to time, and that Employee remains at all foreign countries, that may be required times bound by their most current version. (f) The provisions of Section 3 shall survive the Company. Executive further agrees, during and after termination of Employee’s employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of for any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyreason.

Inventions. All plans, discoveries and improvements(a) The Employee shall disclose fully to the Company all inventions (as defined below) conceived or discovered by the Employee, whether patentable or unpatentable, made or devised by Executive, whether alone solely or jointly with othersothers during the term of this Agreement. Such inventions shall belong solely to the Company and shall not belong to the Employee. 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 Effective Date Employee, all such inventions referred to above and continuing until all patents, trademarks, copyrights, and maskworks, and any and all applications and rights pertaining thereto on a worldwide basis. The Employee shall assist the end 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 any period during which Executive is employed 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 Group, relating or pertaining in any way to Executive’s employment with or office selected by the business Company. The judgment of the Company Group (each, an “Invention”), with respect to the registrability of any particular item of intellectual property shall be promptly disclosed in writing final and conclusive as between the Employee and the Company. (b) Any improvements made upon such inventions by the Employee subsequent to the Secretary of term hereof shall be presumed to have been developed during the Company term hereof and are hereby transferred to by and shall redound to for the benefit of the Company and accordingly shall become and remain its sole and exclusive property. Executive be the property of the Company. (c) The Employee agrees to execute any assignment such other standard forms relating to the invention or development of inventions and other intellectual properties as the Company or may require of its nominee, of Executive’s entire right, title consultants and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense employees generally. (d) Prior inventions of the CompanyEmployee, with respect thereto in if any, as listed on the United States and in Addendum, are excluded from the scope of this Agreement. (e) For purposes of this Agreement, “inventions” includes all foreign countriesinventions, that may be required by the Company. Executive further agreescreations, during and after termination of employment hereunderdevelopments, to reasonably cooperate to the extent and in the manner required by the Companysoftware programs, in the prosecution algorithms, routines, patterns, components, compilations, devices, or defense improvements of any patent kind or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafternature, whether or not Executive believes such innovations are subject 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 this Section 14.5the Company’s actual, anticipated, or subsequently arising business, products, services or activities, or arising out of or suggested by any task assigned to permit a determination be performed by Company as to whether the Employee, solely or not jointly with others, for or on behalf of the innovations should be the property of Company. Any such information shall be received in confidence by Company.

Inventions. All plansGrantee will make full and prompt disclosure to the Company of all inventions, discoveries and discoveries, designs, designations, developments, software, drawings, logos, sketches, models, articles, studies, reports, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively “Developments”), whether or not patentable or unpatentablecopyrightable, that are created, made, conceived or reduced to practice by Grantee (alone or jointly with others) or under his/her direction in the course of ▇▇▇▇▇▇▇’s employment. Grantee acknowledges and agree that, to the fullest extent permitted by law, (i) all Developments shall automatically belong to, and shall be the sole property of the Company and that (ii) to the extent that any Development do not vest in the Company automatically, Grantee irrevocably hereby assign to the Company by way of present assignment, all right, title, and interest Grantee may have or may acquire in and to all Developments anywhere in the world. In particular, in accordance with the provisions of article L. 113-9 of the Intellectual Property Code, ▇▇▇▇▇▇▇ acknowledge that the intellectual property rights to any software and their documentation developed by Grantee in the course of his/her employment contract belong as a matter of law to the Company. In accordance with the provisions of article L. 611-7 of the Intellectual Property Code, Grantee further acknowledges that the inventions made within the context of his/her employment providing for an “inventive mission” which corresponds to his/her actual duties, or, as part of studies or devised research which have been specifically entrusted to Grantee, belong to the Company as a right (“Inventions of Mission”). In accordance with the provisions of article L. 611-7 of the Intellectual Property Code, which provide that the employee is entitled to receive an additional remuneration for the Inventions of Mission, ▇▇▇▇▇▇▇ agrees that such additional remuneration, if any, will be determined in the following manner: Grantee will be paid an additional remuneration only to the extent ▇▇▇▇▇▇▇ personally contributed to the inventive process which led to the perfection of the Invention of Mission. Such additional remuneration shall be determined by Executivethe Company, pursuant to local law, upon development of the Invention of Mission, upon patent filing of the Invention of Mission, and/or upon the granting of the patent on an Invention of Mission. In addition, after 5 years of exploitation of the Invention of Mission, the Company may decide to pay Grantee an additional award, which amount should be mutually agreed on between Grantee and the Company, by taking into consideration the economic and scientific interest of the invention of mission, the difficulties of development of the Invention of Mission, and ▇▇▇▇▇▇▇’s personal contribution. Grantee further acknowledge that for all the other inventions created either (i) in the performance of ▇▇▇▇▇▇▇’s duties, (ii) in the field of the Company’s activity, or (iii) by using knowledge or technologies or Company’s specific methods or information acquired by the Company, the Company may require that all rights to ownership and use of such inventions and the patents protecting such inventions be assigned to it. Grantee further undertake, in particular, to disclose to the Company any copyrightable works that he/she may create, either alone or with the assistance of a third party including notably (but without limitation) any drawings, logos, sketches, models, designs, articles, studies, reports and all documentation which are susceptible to be protected under copyright law (hereafter the “Copyrightable Works”). Grantee hereby assigns to the Company, in consideration of a lump sum already included in his/her salary as provided in his/her employment contract the exploitation rights on the Copyrightable Works including (but without limitation) the rights of reproduction on any analogical or digital media, in any form and format (whether known at the execution date of the contract or discovered in the future), of communication to the public by any process (whether known at the execution date of my employment contract or discovered in the future), of distribution, rental, loan and sale, of filing any trademark, design or model applications on whole or any part of the Copyrightable Works with the relevant authorities around the world, and of adaptation, translation and modification of the Copyrightable Works for any commercial or advertising purpose whether public or private. Media and processes shall include without limitation, any means of communication, direct or indirect, spatial or terrestrial, by satellite, cable, or over the air and any wired or wireless network including the Internet. The assignment occurs as soon as the Copyrightable Works are created and is valid for the entire world for the duration of the copyright, including any legal prorogation for whatever reason. Grantee hereby assigns and transfer to the Company all results from the use of Proprietary Information, premises or personal property (“Company Related Developments”). ▇▇▇▇▇▇▇ further undertake to execute all documents and take all additional actions as may be requested by the Company to give full and proper effect to the present assignment, whether during or after the term of his/her employment, and particularly to enter into a specific assignment agreement for each work, as soon as such work is created. To preclude any possible uncertainty, Grantee has set forth on Exhibit attached hereto a complete list of Developments that he/she has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of his/her employment with the Company that he/she wishes to have excluded from the Effective Date scope of this Agreement (“Prior Inventions”). ▇▇▇▇▇▇▇ has also listed this Exhibit all patents and continuing until the end of any period during patent applications in which Executive he/she is employed by named as an inventor, other than those which have been assigned to the Company Group(“Other Patent Rights”). If no such disclosure is attached, relating Grantee represents that there are no Prior Inventions or pertaining Other Patent Rights. If, in any way to Executivethe course of ▇▇▇▇▇▇▇’s employment with the Company, he/she incorporates a Prior Invention into a Company product, process or machine or other work done for the business of the Company Group (eachCompany, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are Grantee hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment grant to the Company or its nomineea nonexclusive, of Executive’s entire rightroyalty-free, title and interest in and paid-up, worldwide license (with the full right to any Invention and to execute any other instruments and documents requisite or desirable in applying sublicense) for and obtaining patents, trademarks or copyrights, at the expense duration of the rights to make, have made, modify, use, reproduce, sell, offer for sale, publicly display and perform, import and otherwise fully exercise and exploit such Prior Invention. Notwithstanding the foregoing, Grantee will not incorporate, or permit to be incorporated, Prior Inventions in any Company, with respect thereto in the United States and in all foreign countries, that may be required by -Related Development without the Company’s prior written consent. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate Grantee will not incorporate into any Company product or otherwise deliver to the extent and in the manner required by Company any open source software except as allowed pursuant to the Company’s open source software policy, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by which is available on the Company’s intranet. This Section 14.5 does not apply to an Invention which qualifies fully 2(e) is re-titled as a nonassignable invention under the provisions “Non-Competition and Non-Solicitation of section 2870 Customers and Sales Agents.” The following Section 2(e) replaces Section 2(e), Section 2(f), and Section 2(h) of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Company.Confidentiality Provisions:

Inventions. All plansThe SAB Member shall promptly disclose to RXi, discoveries and improvementsand, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from subject to the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business terms of the Company Group third paragraph of this Section 8, hereby assigns and agrees to assign to RXi (each, an “Invention”or as otherwise directed by RXi), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire his full right, title and interest interest, if any, to all Inventions (as defined below). The SAB Member agrees to cooperate fully with RXi, their attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any Invention of such Inventions, including, but not limited to, execution of any and all applications for domestic and foreign patents, copyrights or other proprietary rights and the performance of such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by RXi to assign the Inventions to RXi and to execute permit RXi to file, obtain and enforce any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks copyrights or copyrightsother proprietary rights in the Inventions, all at RXi’s sole cost and expense. The SAB Member hereby designates RXi as his agent, and grants to RXi a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the expense purpose of effecting any such assignment hereunder from the SAB Member to RXi in the event the SAB Member should fail or refuse to sign and deliver any document in connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intend to exercise this right (i) they shall give the SAB Member 30 days written notice, by certified mail that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the Company, with respect thereto in the United States and in all foreign countries, documents that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, RXi intend to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution execute or defense of any patent or copyright claims or any litigationfile, or a description of the other proceeding involving any trade secretsacts that Companies intend to take, processes, discoveries and (b) reasonably sufficient information about the Invention or improvements covered by this covenant, but all necessary expenses thereof shall be paid by other intellectual property to which the Company. This Section 14.5 does not apply documents or acts relate for the SAB Member to make a determination of whether the document or acts relate to an Invention which qualifies fully as a nonassignable invention Invention; and (ii) RXi may not exercise their rights under this sentence if the provisions of section 2870 of SAB Member notifies RXi within the California Labor Code. Executive has reviewed 30-day period referred to above that the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanySAB Member disagrees.

Inventions. All plans6.1 Employee agrees to promptly inform and to disclose to the Company, discoveries in writing, all inventions, concepts, developments, procedures, ideas, innovations, systems, programs, techniques, processes, information, discoveries, improvements and improvementsmodifications and related documentations, whether patentable or unpatentableother works of authorship and the like (collectively the "Inventions"), made or devised by Executivewhich, whether during the course of Employee's employment with the Company, Employee has created, made, conceived, written either alone or jointly with others, from while in the Effective Date and continuing until the end of any period during which Executive is employed by Company's employ, or while performing services for the Company Groupor its affiliates, relating whether or pertaining in not during working hours, and at all times thereafter, whether or not such Inventions are patentable, subject to copyright protection or susceptible to any way other form of protection which (a) related to Executive’s employment with the actual business or the business research of development of the Company Group or its affiliates; or (eachb) was suggested by or resulted from any task assigned or to be assigned to Employee or performed by Employee for or on behalf of the Company or any of its affiliates. In the case of any "other works of authorship", an “Invention”), such assignment shall be limited to those works of authorship meeting both conditions (a) and (b) above. Employee further acknowledges and agrees that all copyright and any other intellectual property right in Inventions and related documentation, and other works of authorship, created within the scope of Employee's employment, are "works for hire" and are the property of the Company or its affiliates, as the case may be. 6.2 In connection with any of the Inventions assigned by Section 6.1, Employee shall, on the Company's request, promptly disclosed in writing execute a specific assignment of title to the Secretary Company or its designee, and do anything else reasonably necessary to enable the Company or such designee to secure a patent, copyright or other form of protection therefor in the United States and in other countries. 6.3 Employee further acknowledges and agrees that the Company and its affiliates, licensees, successors or assigns (direct or indirect) are not required to designate Employee as an author of any Invention which is subject to Section 6.1, when it is distributed, publicly or otherwise, or to secure my permission to change or otherwise alter its integrity. Employee hereby waives and releases, to the extent permitted by law, all rights in and to such designation and any rights that Employee may have concerning modifications of such Inventions. 6.4 Employee understands that any rights, waivers, releases and assignments herein granted and made by Employee are freely assignable by the Company and are hereby transferred to and shall redound to for the benefit of the Company and shall become its affiliates, licensees, successors and remain assigns. 6.5 Employee affirms that Employee has not disclosed and will not disclose to anyone outside of the Company and its sole and exclusive property. Executive agrees to execute affiliates, or has used, or will use, any assignment to Confidential Information or material received in confidence from third parties, such as customers, by the Company or any of its nomineeaffiliates, other than as permitted by a written agreement between the Company and the third party. 6.6 Employee irrevocably appoints any Company-selected designee to act as his agent and attorney-in-fact to perform all acts necessary to obtain patents and/or copyrights as required by this Agreement if Employee (a) refuses to perform those acts or (b) is unavailable, within the meaning of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States Patent and Copyright Laws. It is expressly intended by Employee that the foregoing power of attorney is coupled with an interest. 6.7 Employee shall keep complete, accurate and authentic information and records on all Inventions in all foreign countries, that may be required the manner and form reasonably requested by the Company. Executive further agreesSuch information and records, during and after termination of employment hereunderall copies thereof, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Companythe Company as to any Inventions within the meaning of this Agreement. Any In addition, Employee agrees to promptly surrender all such original and copies of such information shall be received in confidence by and records at the request of the Company.

Inventions. All plans, discoveries and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which (a) The Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be will promptly disclosed disclose in writing to the Secretary Corporation all inventions, discoveries, developments, improvements and innovations (collectively, “Inventions”) whether patentable or not, conceived or made by the Executive, either solely or in concert with others, during the period of his employment with the Corporation, including, but not limited to, any period prior to the date of this Agreement, whether or not made or conceived during working hours that (i) relate in any manner to the existing or contemplated business or research activities of the Company Corporation, or (ii) are suggested by or result from the Executive’s work with the Corporation, or (iii) result from the use of the Corporation’s time, materials or facilities, and are the Executive agrees and understands that all such Inventions shall be the exclusive property of the Corporation. (b) The Executive hereby transferred to and shall redound assigns to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s Corporation his entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at all such Inventions which are the expense property of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention Corporation under the provisions of section 2870 paragraph 7(a) above; and to all unpatented Inventions which the Executive now owns except those specifically described in paragraph 9 below, and the Executive will, at the Corporation’s request and expense, execute specific assignments to any such Invention and execute, acknowledge and deliver such other documents and take such further action as may be considered necessary by the Corporation at any time during or subsequent to the period of his employment with the California Labor Code. Corporation to obtain and defend letters patent in any and all countries and to vest title in such Inventions in the Corporation or its assigns. (c) The Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt an Invention disclosed by him to a third person or described in a patent application filed by him or in his behalf within six (6) months following the period of his employment with the notification. However, Executive agrees Corporation shall be presumed to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, have been conceived or made by Executive him during the term period of his employment with the Corporation unless proved to have been conceived and made by him following the termination of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not with the innovations should be the property of Company. Any such information shall be received in confidence by CompanyCorporation.

Inventions. All plans, discoveries and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of 4.1 Executive agrees that any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group Invention (each, an “Invention”), as defined below) shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense property of the Company, with respect thereto and further agrees to: (a) promptly and fully inform the Company in writing of any such Inventions; (b) assign to the Company all of Executive’s rights in and to such Inventions, and to applications for patents and/or copyright registrations and to patents and/or copyright registrations granted upon such Inventions in the United States or in any foreign country; and in all foreign countries, that may be required by the Company. Executive further agrees, during (c) promptly acknowledge and after termination of employment hereunder, deliver to reasonably cooperate to the extent and in the manner required by the Company, without charge to the Company but at the Company’s expense, such written instruments and do such other acts as may be necessary, in the prosecution or defense reasonable opinion of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does , to obtain and maintain patents and/or copyright registrations and to vest the entire rights, interest in and title thereto in the Company. 4.2 Executive and the Company understand that the provisions of this Agreement requiring assignment of Inventions to the Company will not apply to an any particular Invention which qualifies fully as a nonassignable invention under the provisions that: (a) Executive develops entirely on his own time, completely outside of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt working hours; and (b) Executive develops without using Company equipment, supplies, facilities or trade-secret or Confidential Information (as defined below); and (c) does not result from any work performed by Executive for the Company; and (d) does not, at the time of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced conception or reduction to practice, createddirectly relate to the Company’s Business or to its actual or demonstrably anticipated research or development. Any such Invention meeting all of the criteria set forth in clauses (a) through (d) above will be owned entirely by Executive, derived, developed, or made even if developed by Executive during the term of this Agreement or otherwise during the time period of his employment with the Company. Finally, Executive agrees and for three months thereaftercovenants that he will not individually file any patent applications relating to Inventions without first obtaining an express release from a duly authorized Company representative. 4.3 For purposes of this Agreement, the term “Inventions” means all discoveries, improvements, inventions, ideas and works of authorship, whether patentable or not copyrightable, conceived or made by Executive believes such innovations are subject either solely or jointly with others, and relating to this Section 14.5any consultation, to permit a determination work or services performed by Executive with, for on behalf of or in conjunction with the Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companybased on or derived from Confidential Information.

Inventions. All plans, discoveries 11.1 Buyer is and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from will be the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive propertyowner of all right, title, and interest in and to any invention, improvement, or discovery (whether such invention, improvement, or discovery is patentable or not), work of authorship, copyright, design, design right, mask works, trade secret, know-how, and all intellectual property rights associated with the foregoing, whether registered or unregistered (and including all applications (or rights to apply) for, and renewals or extensions of, such right and any similar or equivalent right or form of protection which subsists in any part of the world), conceived, developed, produced, or reduced to practice by Seller in carrying out its duties under the Contract and which relates to Buyer’s business or is based on information or materials provided by Buyer ("IPR"). Executive agrees If any IPR falls within the definition of “work made for hire,” as such term is defined in 17 U.S.C. § 101, such IPR is considered “work made for hire” and the copyright of such IPR will be owned solely and exclusively by Buyer. If any IPR does not fall within such definition of “work made for hire,” then Seller hereby assigns, automatically assigns, and upon the creation thereof will assign to execute any assignment to the Company or its nomineeBuyer, of ExecutiveSeller’s entire right, title and interest in and to any Invention such IPR. 11.2 No royalty or other payment will be due from Buyer in respect of IPR. Seller will at Buyer’s request and expense, do (or procure to be done) all such further acts, and execute all such other documents as Buyer may from time to time require in order to secure and more fully vest in Buyer all right, title and interest in and to execute IPR, including, without limitation, executing (and procuring from any other relevant employees or contractors of Seller) all instruments necessary for the filing and documents requisite prosecution of patent applications in any country or desirable in applying any division, continuation or partial continuation thereof or for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense any re-issue of any patent issued on any such application. 11.3 Seller shall obtain waivers of any moral rights in IPR owned by Buyer pursuant to Section 11.1 above to which any individual is now or copyright claims may be at any future time entitled under the laws in the various countries where moral rights exist. 11.4 Seller represents and warrants to Buyer that the personnel of Seller who are in any way involved in performance of the Contract (including any entity or any litigationindividual to which Seller subcontracts) are, or other proceeding involving any trade secretswill be, processesprior to commencing performance thereof, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to written agreements with Seller, with terms and conditions substantially similar to those terms and conditions set forth in this Section 14.5, 11. Seller agrees it is liable to permit Buyer for any act or omission of such personnel that would be a determination by Company as to whether violation of a term or not the innovations should be the property of Company. Any condition set forth herein if such information shall be received in confidence by Companypersonnel were a party hereto.

Inventions. All plans(a) The Employee will make full and prompt disclosure to the Company of all inventions, discoveries creations, improvements, discoveries, trade secrets, secret processes, technology, know-how, methods, developments, software, and improvementsworks of authorship or other creative works, whether patentable or unpatentablenot, made which are created, made, conceived or devised reduced to practice by Executive, whether alone the Employee or under the Employee's direction or jointly with others, from the Effective Date and continuing until the end of any period others during which Executive is employed her employment by the Company GroupCompany, relating whether or pertaining in any way to Executive’s employment with not during normal working hours or on the business premises of the Company Group (each, an all of which are collectively referred to in this Agreement as “InventionInventions”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive . (b) The Employee agrees to execute any assignment assign and does hereby assign to the Company (or its nominee, of Executive’s entire any person or entity designated by the Company) all her right, title and interest in and to all Inventions and all related patents, patent applications, copyrights and copyright applications to the maximum extent permitted by the laws of the State of New York or any Invention like statute of any other state. The Employee hereby also waives all claims to moral rights in any Inventions. The Employee understands that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of the laws of the State of New York. The Employee agrees to advise the Company promptly in writing of any inventions that she believes meets the criteria in the laws of the State of New York. (c) The Employee agrees to cooperate fully with the Company and to execute any other instruments take such further actions as may be necessary or desirable, both during and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of after her employment with the Company, with respect thereto to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and in all foreign countries) relating to Inventions. The Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention. The Employee further agrees that may be required by if the Company. Executive further agreesCompany is unable, during and after termination of employment hereunderreasonable effort, to reasonably cooperate to secure the extent and in signature of the manner required by Employee on any such papers, any executive officer of the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof Company shall be paid by entitled to execute any such papers as the Company. This Section 14.5 does not apply agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive officer of the Company as her agent and attorney-infact to an Invention which qualifies fully execute any such papers on her behalf, and to take any and all actions as a nonassignable invention the Company may deem necessary or desirable in order to protect its rights and interests in any Invention, under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly conditions described in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companysentence.

Inventions. All plans4.1 Employee agrees that any Invention, discoveries as defined below, shall be the sole and exclusive property of the Company, and further agrees to: (a) promptly and fully inform the Company in writing of any such Inventions; (b) assign to the Company all of Employee’s rights in and to such Inventions, and to applications for patents and copyright registrations and to patents and copyright registrations granted upon such Inventions in the United States or in any foreign country; and (c) promptly acknowledge and deliver to the Company, without charge to the Company but at the Company’s expense, such written instruments and perform such other acts as may be necessary, in the reasonable opinion of the Company, to obtain and maintain patents and copyright registrations and to vest the entire rights, interest in and title thereto in the Company. 4.2 Employee and the Company understand that the provisions of this Agreement requiring assignment of Inventions to the Company will not apply to any particular Invention that meets each and all of the following criteria: (a) Employee develops entirely on his own time, completely outside of Employee’s normal working hours; (b) Employee develops related to the work that is disclosed and approved by the Board without using Company equipment, supplies, facilities or trade secret or Confidential Information, as defined below; or (c) does not result from any work performed by Employee for the Company. Any such Invention meeting all of the criteria set forth in clauses (a) through (c) above will be owned entirely by Employee, even if developed by Employee during the Employment Period or otherwise during the time period of his employment or association with the Company. Finally, Employee agrees and covenants that he will not individually file any patent applications relating to Inventions without first obtaining an express release from a duly authorized Company representative according to the limitations specified in (b) above. 4.3 For purposes of this Agreement, the term “Inventions” means all discoveries, improvements, inventions, ideas and works of authorship, whether patentable or unpatentablecopyrightable, conceived or made or devised by Executive, whether alone Employee either solely or jointly with others, from the Effective Date and continuing until the end relating to any consultation, work or services performed by Employee with, for on behalf of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment conjunction with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite based on or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyderived from Confidential Information.

Inventions. All plansI agree that all “Inventions” (which term includes, discoveries without limitation, patentable or non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how and data related to the Company’s Confidential and Proprietary Information and all improvements, rights and claims related to the foregoing), which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) in the course of my work or service with, or employment by, the Company that relate to or are used in the Company’s Business or relate to the Company’s actual or demonstrably anticipated research or development (whether before, upon or after the date of this Agreement), shall be the sole property of the Company to the maximum extent permitted by law, including Section 2870 of the California Labor Code, if applicable. 3.1. I hereby irrevocably assign, without further consideration, all such Inventions to the Company (free and clear of all liens and encumbrances), and the Company shall be the sole owner of all Rights in connection therewith. Notwithstanding the foregoing, no assignment in this Agreement shall extend to inventions, the assignment of which is prohibited by California Labor Code Section 2870, which states: Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. I acknowledge that all original works of authorship made by me (in whole or in part, either alone or jointly with others) within the scope of my work with the Company (prior to my employment) or my employment with the Company that are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act (17 USCA, Section 101). I will not disclose Inventions covered by this Section 3.2 to any person outside the Company other than as necessary or appropriate in connection with performing the duties of my employment with the Company, unless I am requested to do so by the Board of Directors of the Company. Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights (collectively, the “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby waive such Moral Rights and consent to any action of the Company that would otherwise violate such Moral Rights in the absence of such waiver and consent. I will confirm any such waivers and consents from time to time as requested by the Company. 3.2. I agree to maintain adequate and current written records on the development of all Inventions and to disclose promptly to the Company all such Inventions and relevant records, which records shall be deemed Company Materials and accordingly, will remain the sole property of the Company. I further agree that all information and records pertaining to any idea, process, trademark, service ▇▇▇▇, invention, technology, computer program, original work of authorship, design, formula, discovery, patent, or copyright that I do not believe to be an Invention, but is conceived, developed, or reduced to practice by me (in whole or in part, either alone or jointly with others) during my employment, shall be promptly disclosed to the Company’s General Counsel (such disclosure to be received in confidence). The Company shall examine such information to determine if, in fact, the ideas, process, or invention, etc., constitutes an Invention subject to assignment under Section 3. 3.3. I agree to perform, during and after my employment, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights and/or my assignment with respect to such Inventions in any and all countries. Such acts may include, without limitation, execution of documents and assistance or cooperation in legal proceedings. Should the Company be unable to secure my signature on any document necessary to apply for, prosecute, obtain, enforce or defend any Rights relating to any assigned Invention, whether due to my mental or physical incapacity or any other cause, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorneys-in-fact, with full power of substitution, to act for and in my behalf and instead of me, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by me. 3.4. I represent that I have validly assigned to the Company all Inventions and all Rights in patentable or unpatentablenon-patentable inventions, made original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how and data that (a) relate to or devised by Executiveare used in the Company’s Business (including, whether without limitation, the Company’s software platform, elements thereof and applications therefor) or relate to actual or demonstrably anticipated research or development and (b) I have, alone or jointly with others, from conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the Effective Date and continuing until the end commencement of any period during which Executive is employed by the Company Group, relating my work or pertaining in any way to Executive’s employment service with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required employment by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate I agree that my obligations under Section 3.4 shall extend to the extent and assignments described in the manner required preceding sentence. In addition, if I incorporate, integrate or use (or allow the incorporation, integration and use) of any inventions owned by me, or in which I have an interest (that do not constitute works made for hire owned by the Company or are not otherwise assigned to the Company) into/with a Company product, in process, service, software, machine or other technology, I hereby grant to the prosecution Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to (directly or defense of any patent or copyright claims or any litigationindirectly) reproduce, perform, display, create derivative works, distribute, transmit, make, have made, modify, manufacture, practice, import use, sell and otherwise commercially exploit all such inventions as part of, or in connection with, such Company product, process, service, software, machine or other proceeding involving any trade secrets, processes, discoveries or improvements covered technology. 3.5. I understand that nothing in this Agreement is intended to expand the scope of protection provided me by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section Sections 2870 through 2872 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt Code or any analogous provision of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyany other jurisdiction.

Inventions. All plans(a) I agree that I will promptly disclose to the Company all ideas, inventions, discoveries and improvementsimprovements (including but not limited to, whether those which are or may be patentable or unpatentablesubject to copyright protection) which I make, made originate, conceive or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period reduce to practice during which Executive is employed my engagement by the Company Group, relating and which relate directly or pertaining in any way indirectly to Executive’s employment with or the business of the Company Group or to work or investigations done for the Company (eachcollectively, an “Invention”"Inventions"), . All Inventions shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment property of the Company, an I hereby assign to the Company all rights therein, 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, I will make adequate written records of all Inventions, which records shall be the Company's property; and, both during and after termination of my engagement by the Company, I will, without charge to the Company but at its request and expense, sign all papers, including forms of assignment, and render any other proper assistance necessary or its nominee, desirable to transfer or record the transfer to the Company of Executive’s my entire right, title and interest in and to any Invention the Inventions, and for the Company to execute any other instruments obtain, maintain and documents requisite or desirable in applying for and obtaining enforce patents, trademarks or copyrights, at trade secrets or other protections thereon or with respect thereto (as the expense case may be) throughout the world. (c) The obligations contained in this Paragraph 3 shall continue beyond the termination of my engagement with respect to Inventions (whether patentable of copyrightable or not) conceived or made by me during the period of my engagement. (d) By this Agreement, I irrevocably constitute and appoint the Company, with respect thereto for the period of my engagement by the Company and for one year thereafter, as my attorney-in-fact for the purpose of executing, in my name and on my behalf, such instruments or other documents as may be necessary to transfer, confirm and perfect in the United States and in all foreign countries, that may be required by Company the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate rights I have granted to the extent and Company in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyParagraph 3.

Inventions. All plans, discoveries and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of 4.1. Executive agrees that any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group Invention (each, an “Invention”), as defined below) shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense property of the Company, with respect thereto and further agrees to: (a) promptly and fully inform the Company in writing of any such Inventions; (b) assign to the Company all of Executive’s rights in and to such Inventions, and to applications for patents and/or copyright registrations and to patents and/or copyright registrations granted upon such Inventions in the United States or in any foreign country; and in all foreign countries, that may be required by the Company. Executive further agrees, during (c) promptly acknowledge and after termination of employment hereunder, deliver to reasonably cooperate to the extent and in the manner required by the Company, without charge to the Company but at the Company’s expense, such written instruments and do such other acts as may be necessary, in the prosecution or defense reasonable opinion of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company, to obtain and maintain patents and/or copyright registrations and to vest the entire rights, interest in and title thereto in the Company. 4.2. This Section 14.5 does Executive and the Company understand that the provisions of this Agreement requiring assignment of Inventions to the Company will not apply to an any particular Invention which qualifies fully as a nonassignable invention under the provisions that: (a) Executive develops entirely on his own time, completely outside of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt working hours; and (b) Executive develops without using Company equipment, supplies, facilities or trade-secret or Confidential Information (as defined below); and (c) does not result from any work performed by Executive for the Company; and (d) does not, at the time of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced conception or reduction to practice, createddirectly relate to the Company’s business or to its actual or demonstrably anticipated research or development. Any such Invention meeting all of the criteria set forth in clauses (a) through (d) above will be owned entirely by Executive, derived, developed, or made even if developed by Executive during the term of this Agreement or otherwise during the time period of his employment with the Company. Finally, Executive agrees and for three months thereaftercovenants that he will not individually file any patent applications relating to Inventions without first obtaining an express release from a duly authorized Company representative. 4.3. For purposes of this Agreement, the term “Inventions” means all discoveries, improvements, inventions, ideas and works of authorship, whether patentable or not copyrightable, conceived or made by Executive believes such innovations are subject either solely or jointly with others, and relating to this Section 14.5any consultation, to permit a determination work or services performed by Executive with, for on behalf of or in conjunction with the Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companybased on or derived from Confidential Information.

Inventions. All plans, discoveries Employee shall promptly disclose to the Corporation any and all inventions. improvements, whether patentable machines, appliances, processes, products, or unpatentablethe like (all of which are referred to herein as "inventions") which Employee may invent, made conceive, produce, or devised by Executivereduce to practice, whether alone either solely or jointly with others, from at any time, in furtherance or in the Effective Date performance of his duties as set forth in this Agreement. Any and continuing until the end of any period during all such inventions which Executive is employed by the Company Group, relating or pertaining in any way relate to Executive’s employment the products manufactured, sold, or used by the Corporation, or to any methods, processes, or apparatus used in connection with the production of such goods or materials, or in either case which are or may be or may become capable of use in the business of the Company Group (each, an “Invention”)Corporation, shall at all times and for all purposes be promptly disclosed regarded as acquired and held by Employee in writing to the Secretary of the Company a fiduciary capacity and are hereby transferred to and shall redound to solely for the benefit of the Company Corporation. With respect to all such inventions, Employee shall: (a) treat all information with respect thereto as confidential information within the meaning of and subject to Article 9 of this Agreement; (b) Keep complete and accurate records thereof which records shall become and remain its sole and exclusive property. Executive agrees to be the property of the Corporation; (c) execute any assignment application for letters patent of the United States and of any and all other countries covering such inventions, and give the Corporation, its attorneys and counsel all reasonable and requested assistance in preparing such application; (d) from time to time, upon the Company or its nominee, of Executive’s entire right, title request and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the CompanyCorporation, with respect thereto but without charge for services beyond the payments herein provided for, execute all assignments or other instruments required to transfer and assign to the Corporation (or as the Corporation may otherwise direct)) all inventions and all patents and applications for patents covering such inventions or otherwise required to protect the rights and interests of the Corporation; (e) testify in any proceedings or litigation as to all such inventions; and (f) in case the United States and in all foreign countriesCorporation shall desire to keep secret any such invention, that may be required by the Companyor shall for any reason decide not to have letters patent applied for thereon, refrain from applying for such letters patent thereon. Executive further agrees, during and after No termination of employment hereunder, to reasonably cooperate to of the extent and in the manner required Employee by the Company, in Corporation or of this Agreement shall release the prosecution Employee or defense of any patent his heirs or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by legal representatives from complying with the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company foregoing obligations as to whether or not such inventions. To that extent, the innovations should be the property terms of Company. Any such information this Article 10 shall be received in confidence by Companysurvive this Agreement.

Inventions. All plans(a) The Executive agrees that all inventions, discoveries discoveries, improvements and patentable or copyrightable works ("INVENTIONS") initiated, conceived or made by him, either alone or in conjunction with others, during the Employment Period shall be the sole property of the Company to the maximum extent permitted by applicable law and, to the extent permitted by law, shall be "works made for hire" as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101). The Company shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith. The Executive hereby assigns to the Company all right, title and interest he may have or acquire in all such Inventions; provided, however, that the Board may in its sole discretion agree to waive the Company's rights pursuant to this Section 3.5 with respect to any Invention that is not directly or indirectly related to the Company's business. The Executive further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end the Executive will execute all documents necessary: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection. (b) The Executive acknowledges that while performing the services under this Agreement the Executive may locate, identify and/or evaluate patented or patentable inventions having commercial potential in the fields of automotive repair or retail sales of automotive aftermarket products and other fields which may be of potential interest to the Company or one of its affiliates (the "THIRD PARTY INVENTIONS"). The Executive understands, acknowledges and agrees that all rights to, interests in or opportunities regarding, all Third-Party Inventions identified by the Company, any of its affiliates or either of the foregoing persons' officers, directors, employees (including the Executive), agents or consultants during the Employment Period shall be and remain the sole and exclusive property of the Company or such affiliate and the Executive shall have no rights whatsoever to such Third-Party Inventions and will not pursue for himself or for others any transaction relating to the Third-Party Inventions which is not on behalf of the Company unless the Company has expressly abandoned its interest in such Third Party Inventions in writing. (c) The Executive agrees that he will promptly disclose to the Company, or any persons designated by the Company, all improvements, whether patentable or unpatentable, Inventions made or devised by Executiveconceived or reduced to practice, whether either alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyEmployment Period.

Inventions. 1. All plansinventions, discoveries ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvementsimprovements (whether or not patentable and whether or not copyrightable) which are made, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derivedwritten, developeddesigned or developed by the Cinematographer, solely or jointly with others or under Cinematographer's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Client or (ii) after the Consultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole property of the Client. The Cinematographer hereby assigns to the Client all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as Cinematographer's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Client at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Cinematographer not during normal working hours, not on the Client’s premises and not using the Client’s tools, devices, equipment or Proprietary Information. The Cinematographer further acknowledges that each original work of authorship which is made by Executive during the Cinematographer (solely or jointly with others) within the scope of the Agreement and which is protectable by copyright is a "work made for hire," as that term is defined in the United States Copyright Act. 2. Upon the request of employment the Client and for three months thereafterat the Client’s expense, whether the Cinematographer shall execute such further assignments, documents and other instruments as may be necessary or not Executive believes such innovations are subject desirable to fully and completely assign all Inventions to the Client and to assist the Client 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 Cinematographer also hereby waives all claims to moral rights in any Inventions. 3. The Cinematographer shall promptly disclose to the Client all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Client) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Client at all times. 4. Notwithstanding the foregoing in this Section 14.56(b), the ownership and use of the Inventions that are assigned to permit a determination by Company as to whether or not the innovations should be Client in Section 6(b)(i) (the property of Company. Any such information "Assigned Inventions") shall be received limited as set forth in confidence by Company.Exhibit B.

Inventions. All plans, discoveries and improvements, whether patentable or unpatentable, You acknowledge that all original works of authorship that were made or devised by Executive, whether alone you (solely or jointly with others, from ) within the Effective Date and continuing until the end scope of any period during your employment or which Executive is employed by the Company Group, relating or pertaining in any way relate to Executive’s employment with or the business of the Company Group (each, an or a Company affiliate and which are protectable by copyright are “Invention”), shall be promptly disclosed in writing works made for hire” pursuant to the Secretary of the Company and are United States Copyright Act (17 U.S.C. § 101). You hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment assign to the Company or its nominee, designee all of Executive’s entire your right, title and interest in and to all of the foregoing. Following the Separation Date, you agree to promptly inform and disclose all Inventions to the Company in writing, to assign all Inventions to the Company, to provide all assistance reasonably requested by the Company to preserve its interests in the Inventions (such as by executing assignments and other documents, testifying, etc.), such assistance to be provided at the Company’s expense but without additional compensation to you. All ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, laboratory notebooks, formulae, data, protocols, writings, specifications, sound recordings, and pictorial and graphical representations; the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (“Copyright”); and all paternity, integrity, disclosure, modification, withdrawal, special and any Invention other similar rights recognized by the laws of any jurisdiction or country as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”) shall be collectively referred to herein as “Inventions”. At any time after your employment with the Company, you shall fully cooperate with the Company and its attorneys and agents in securing and protecting the Company’s rights to Inventions, including but not limited to the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to execute any other instruments of such Inventions, and documents requisite or desirable joining in applying for and obtaining patentsany proceeding to obtain letters patent, copyrights, trademarks or copyrights, at the expense of the Company, other legal rights with respect thereto to any such Inventions in the United States and in any and all foreign other countries, provided that may be required by the Company. Executive further agreesCompany shall bear the expense of such proceedings, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of that any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof legal right so issued to you personally shall be paid assigned by you to the CompanyCompany or its designee without charge by you. This Section 14.5 does not apply If the Company is unable, after reasonable effort, to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 secure your signature on any such papers and/or other documents, you hereby irrevocably designate and appoint each officer of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as your agent and attorney-in-fact to whether execute any such papers on your behalf, and to take any and all actions as the Company may deem necessary or not the innovations should be the property of Company. Any such information shall be received desirable in confidence by Companyorder to protect its rights and interests in any Invention.

Inventions. All plansThe SAB Member shall promptly disclose to RXi, discoveries and improvementsand, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from subject to the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business terms of the Company Group third paragraph of this Section 8, hereby assigns and agrees to assign to RXi (each, an “Invention”or as otherwise directed by RXi), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire his full right, title and interest interest, if any, to all Inventions (as defined below). The SAB Member agrees to cooperate fully with RXi, their attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any Invention of such Inventions, including, but not limited to, execution of any and all applications for domestic and foreign patents, copyrights or other proprietary rights and the performance of such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by RXi to assign the Inventions to RXi and to execute permit RXi to file, obtain and enforce any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks copyrights or copyrightsother proprietary rights in the Inventions, all at RXi’s sole cost and expense. The SAB Member hereby designates RXi as his agent, and grants to RXi a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the expense purpose of effecting any such assignment hereunder from the SAB Member to RXi in the event the SAB Member should fail or refuse to sign and deliver any document in connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intend to exercise this right (i) they shall give the SAB Member 30 days written notice, by certified mail that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the Company, with respect thereto in the United States and in all foreign countries, documents that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, RXi intend to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution execute or defense of any patent or copyright claims or any litigationfile, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 description of the California Labor Code. Executive has reviewed other acts that Companies intend to take, and (b) reasonably sufficient information about the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of Invention or other intellectual property to which the notification. However, Executive agrees documents or acts relate for the SAB Member to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit make a determination by Company as to of whether the document or not the innovations should be the property of Company. Any such information shall be received in confidence by Company.acts

Inventions. All plansThe Executive agrees that all Inventions (as defined in paragraph (e) of this Section 14 below) conceived and/or reduced to practice by the Executive during the period of the Executive’s employment with the Company (and for a period of six (6) months thereafter provided such Inventions relate to the subject matter of the Executive’s employment with the Company during the six months immediately preceding the termination of the Executive’s employment with the Company), discoveries whether made during the working hours of the Company or on the Executive’s own time, will be the sole and exclusive property of the Company. The Executive agrees that the Executive will, with respect to any Invention: (i) keep current, accurate, and complete written records, which will belong to the Company and be kept and stored on the Company’s premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (iii) assign (and the Executive does hereby assign) to the Company all of the Executive’s right, title and interest in and to (1) all intellectual property conceived, improved, developed, discovered or written by Executive, alone or in collaboration with others, during the period of employment with the Company; (2) all Inventions; and (3) any applications the Company makes for patents or copyrights in any country, and any patents or copyrights granted to the Company in any country; and (iv) acknowledge and deliver promptly to the Company any written instruments requested by the Company to be executed by the Executive, and perform any other acts desirable or necessary in the Company’s sole discretion to preserve property rights in the Invention against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company, whether during or after Executive’s employment with the Company. (a) If the Company is unable to secure the Executive’s signature on any document or instrument necessary to obtain or maintain any patent, copyright, trademark or other proprietary rights, whether due to the Executive’s mental or physical capacity or any other cause, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agents and attorneys-in-fact to execute and file such documents and instruments and do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights and other proprietary rights with the same force and effect as if executed by Executive. (b) The Executive represents that, except as disclosed below, as of the date of this Agreement, the Executive has no rights under and will make no claims against the Company with respect to any inventions, discoveries, improvements, ideas or works of authorship which would be Inventions if made, conceived, authored or acquired by the Executive during the term of this Agreement. All inventions which the Executive has already conceived or reduced to practice and which the Executive claims to be excluded from the scope of this Agreement are listed below (if none, write “none”): (c) To the extent that any Invention qualifies as “work made for hire” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work made for hire” and, as such, will be the exclusive property of the Company. (d) For purposes of this Agreement, “Invention” means any invention, process, discovery, improvement or idea, whether or not in writing or reduced to practice and whether or not patentable or unpatentablecopyrightable, made made, authored or devised conceived by the Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining that either (i) relates in any way to Employer’s business, products or processes, past, present, anticipated or under development, or (ii) results in any way from the Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyEmployer.

Inventions. All plans, discoveries Inventions (as defined below) shall be the sole and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business exclusive property of the Company Group (each, an “Invention”), Company. Such ownership of Inventions shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound inure to the benefit of the Company from the date of the conception, creation or fixation of the Invention in a tangible medium of expression, as applicable. All newly-created copyright aspects of the Inventions, whether created solely or jointly, shall be considered a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended. If and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company extent the Inventions, or its nomineeany part thereof, are found by a court of Executive’s entire competent jurisdiction not to be a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended, each Member agrees that all exclusive, right, title and interest in and to any those newly-created copyrightable aspects of the Inventions, and all copies thereof, are hereby expressly assigned automatically to the Company without further consideration. Any agreement entered into by a Member and a third party in connection with the development of an Invention shall require the prior consent of the Company and shall further include substantially the same terms as those appearing in this Section 11.8(e) to execute any ensure that the Company obtains the same rights in the Inventions generated under such third party agreement as those set forth in this Section 11.8(e). Each Member agrees to: (a) assist the Company in obtaining and enforcing all rights and other instruments and documents requisite legal protections for the Inventions; (b) perform all acts deemed necessary or desirable in applying for by the Company to permit and obtaining patents, trademarks or copyrightsassist it, at the expense Company’s expense, in registering, recording, obtaining, maintaining, defending, enforcing and assigning Inventions or works made for hire in the International Market; and (c) execute any and all documents that the Company may reasonably request from time to time in connection therewith, including any copyright assignment document(s), without further consideration. Each Member hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Member’s agents and attorneys-in-fact to act for and in such Member’s behalf and instead of such Member, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by such Member. This designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest. Each Member agrees to promptly disclose to the Company all Inventions, all original works of authorship and all work product relating thereto. This disclosure will include complete and accurate copies of all source code, object code or machine-readable copies, documentation, work notes, flowcharts, diagrams, test data, reports, samples and other tangible evidence or results (collectively, “Tangible Embodiments”) of such Inventions, works of authorship and work product. All Tangible Embodiments of any Invention, work of authorship or work product related thereto will be deemed to have been assigned to the Company as a result of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination act of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution expressing any invention or defense work of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyauthorship therein.

Inventions. All plans(a) Employee may create or conceive ideas, discoveries and concepts, designs, inventions, improvements, whether patentable or unpatentablediscoveries, made or devised by Executiveformulas, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secretscomputer programs, processes, discoveries and/or writings related directly or improvements covered by this covenant, but all necessary expenses thereof shall be paid by indirectly to the Company's products or services. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions For ease of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E reference, such ideas, concepts, designs, inventions, improvements, discoveries, formulas, computer programs, processes, and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafterwritings, whether or not Executive believes patentable or copyrightable, are referred to collectively in this Agreement as "Inventions." (b) Employee shall promptly disclose to the Company in writing any and all Inventions created or conceived by Employee (either solely or in collaboration with others) during Employee’s employment and, if based to any extent on Confidential Information, within one year after termination of Employee’s employment. (c) Employee hereby assigns and agrees to assign to the Company all of his rights in and to all Inventions that are made or conceived by Employee (either solely or in collaboration with others) during his employment and, if based to any extent on Confidential Information, thereafter. Employee agrees not to register, or seek to register, any patent covering any Invention, and he agrees to execute such innovations are subject assignments and other documents and to this Section 14.5take such other actions (at the Company's expense), as the Company deems necessary or advisable to permit a determination by convey full ownership of the Inventions to the Company and to protect the Company's interests in the Inventions. The Company shall have the final decision as to whether or not any legal protection will be sought for Inventions. (d) Employee shall make and maintain adequate and current written records of all Inventions that are required to be disclosed to the innovations should be Company under this Agreement. The records shall show (i) the property full nature of Companythe Invention, and (ii) the critical dates pertaining to conception, development, and reduction to practice. Any such information The records, and all other materials created by Employee that contain or represent Confidential Information shall be received in confidence by Companyreadily available to the Company at all times.

Inventions. All plansSubject to paragraph 2 b., discoveries Executive agrees that all right, title, and improvementsinterest in and to (i) all discoveries, whether patentable designs, ideas, works of authorship, and inventions created, conceived, reduced to practice, or unpatentableotherwise developed, made in whole or devised in part, by Executive, whether alone jointly or jointly with othersindividually, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the Company Group foregoing in (eachi); and (iii) all patent, an “Invention”copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the “Inventions”) will be owned solely and exclusively by the Company. Without limiting the foregoing, all copyrightable subject matter included in the Inventions shall be constitute “work made for hire” under applicable copyright law. Executive will: (i) promptly disclosed and fully disclose and describe, in detail satisfactory to the Company, all such Inventions in writing to the Secretary of the Company Company; (ii) irrevocably and are unconditionally assign, and Executive does hereby transferred to irrevocably and shall redound unconditionally assign, to the benefit of the Company Company, without further compensation or other consideration, any and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, all of Executive’s entire rightrights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any Invention use, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service m▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world; (iii) deliver promptly to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto upon request and in the United States form and manner prescribed by the Company (without charge to the Company but at the Company’s expense), including without limitation Executive’s notarized signature in execution of, the written instruments described in paragraph b. and perform all foreign countries, other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and (iv) promptly render all assistance that may be required by the CompanyCompany to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive further agreesdoes hereby waive and agree never to assert any rights in the Inventions, during and after termination any part or parts thereof, that are not susceptible of employment hereunderassignment by Executive under applicable law, to reasonably cooperate including, but not limited to, any moral rights or the right to the extent and in integrity or attribution of the manner required by the CompanyInventions, in the prosecution or defense of any patent or copyright claims or any litigationother right to be associated with the Inventions as its author, inventor, or other proceeding involving any trade secrets, processes, discoveries user by name or improvements covered by this covenant, but all necessary expenses thereof shall be paid by under a pseudonym or the Company. This Section 14.5 does not apply right to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyremain anonymous.

Inventions. All plans(a) The Executive agrees that all Inventions (as defined in paragraph (e) of this Section 14 below) conceived and/or reduced to practice by the Executive during the period of the Executive’s employment with the Company (and for a period of six (6) months thereafter provided such Inventions relate to the subject matter of the Executive's employment with the Company during the six months immediately preceding the termination of the Executive's employment with the Company), discoveries whether made during the working hours of the Company or on the Executive's own time, will be the sole and exclusive property of the Company. The Executive agrees that the Executive will, with respect to any Invention: (i) keep current, accurate, and complete written records, which will belong to the Company and be kept and stored on the Company’s premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (iii) assign (and the Executive does hereby assign) to the Company all of the Executive’s right, title and interest in and to (1) all intellectual property conceived, improved, developed, discovered or written by Executive, alone or in collaboration with others, during the period of employment with the Company; (2) all Inventions; and (3) any applications the Company makes for patents or copyrights in any country, and any patents or copyrights granted to the Company in any country; and (iv) acknowledge and deliver promptly to the Company any written instruments requested by the Company to be executed by the Executive, and perform any other acts desirable or necessary in the Company’s sole discretion to preserve property rights in the Invention against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company, whether during or after Executive's employment with the Company. (b) If the Company is unable to secure the Executive's signature on any document or instrument necessary to obtain or maintain any patent, copyright, trademark or other proprietary rights, whether due to the Executive's mental or physical capacity or any other cause, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive's agents and attorneys-in-fact to execute and file such documents and instruments and do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights and other proprietary rights with the same force and effect as if executed by Executive. (c) The Executive represents that, except as disclosed below, as of the date of this Agreement, the Executive has no rights under and will make no claims against the Company with respect to any inventions, discoveries, improvements, ideas or works of authorship which would be Inventions if made, conceived, authored or acquired by the Executive during the term of this Agreement. All inventions which the Executive has already conceived or reduced to practice and which the Executive claims to be excluded from the scope of this Agreement are listed below (if none, write “none”): _________None_________________________________________________________ _____________________________________________________________________ _ ______________________________________________________________________ (d) To the extent that any Invention qualifies as “work made for hire” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work made for hire” and, as such, will be the exclusive property of the Company. (e) For purposes of this Agreement, “Invention” means any invention, process, discovery, improvement or idea, whether or not in writing or reduced to practice and whether or not patentable or unpatentablecopyrightable, made made, authored or devised conceived by the Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining that either (i) relates in any way to ExecutiveEmployer’s employment with business, products or the business of the Company Group (eachprocesses, an “Invention”)past, shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company present, anticipated or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigationunder development, or other proceeding involving (ii) results in any trade secrets, processes, discoveries or improvements covered way from the Executive's employment by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyEmployer.

Inventions. 1. All plansinventions, discoveries ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvementsimprovements (whether or not patentable and whether or not copyrightable) which are made, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derivedwritten, developeddesigned or developed by the Аrtist Manager, solely or jointly with others or under Аrtist Manager's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Client or (ii) after the Consultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole property of the Client. The Аrtist Manager hereby assigns to the Client all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as ▇▇▇▇▇▇ Manager's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Client at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Аrtist Manager not during normal working hours, not on the Client’s premises and not using the Client’s tools, devices, equipment or Proprietary Information. The Аrtist Manager further acknowledges that each original work of authorship which is made by Executive during the Аrtist Manager (solely or jointly with others) within the scope of the Agreement and which is protectable by copyright is a "work made for hire," as that term is defined in the United States Copyright Act. 2. Upon the request of employment the Client and for three months thereafterat the Client’s expense, whether the Аrtist Manager shall execute such further assignments, documents and other instruments as may be necessary or not Executive believes such innovations are subject desirable to fully and completely assign all Inventions to the Client and to assist the Client 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 Аrtist Manager also hereby waives all claims to moral rights in any Inventions. 3. The Аrtist Manager shall promptly disclose to the Client all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Client) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Client at all times. 4. Notwithstanding the foregoing in this Section 14.56(b), the ownership and use of the Inventions that are assigned to permit a determination by Company as to whether or not the innovations should be Client in Section 6(b)(i) (the property of Company. Any such information "Assigned Inventions") shall be received limited as set forth in confidence by Company.Exhibit B.

Inventions. All plansThe SAB Member shall promptly disclose to RXi, discoveries and improvementsand, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from subject to the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business terms of the Company Group third paragraph of this Section 8, hereby assigns and agrees to assign to RXi (each, an “Invention”or as otherwise directed by RXi), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire his full right, title and interest interest, if any, to all Inventions (as defined below). The SAB Member agrees to cooperate fully with RXi, their attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any Invention of such Inventions, including, but not limited to, execution of any and all applications for domestic and foreign patents, copyrights or other proprietary rights and the performance of such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by RXi to assign the Inventions to RXi and to execute permit RXi to file, obtain and enforce any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks copyrights or copyrightsother proprietary rights in the Inventions, all at RXi’s sole cost and expense. The SAB Member hereby designates RXi as his agent, and grants to RXi a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the expense purpose of effecting any such assignment hereunder from the SAB Member to RXi in the event the SAB Member should fail or refuse to sign and deliver any document in connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intend to exercise this right (i) they shall give the SAB Member and the Institute 30 days written notice, by certified mail (the Institute’s copy being mailed to the Office of the CompanyGeneral Counsel, with respect thereto in H▇▇▇▇▇ H▇▇▇▇▇ Medical Institute, 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Road, Chevy Chase, MD 20815 Attn: General Counsel) that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the United States and in all foreign countries, documents that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, RXi intend to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution execute or defense of any patent or copyright claims or any litigationfile, or a description of the other proceeding involving any trade secretsacts that Companies intend to take, processes, discoveries and (b) reasonably sufficient information about the Invention or improvements covered by this covenant, but all necessary expenses thereof shall be paid by other intellectual property to which the Company. This Section 14.5 does not apply documents or acts relate for the SAB Member and the Institute each to make a determination of whether the document or acts relate to an Invention which qualifies fully as a nonassignable invention Invention; and (ii) RXi may not exercise their rights under this sentence if either the provisions of section 2870 of SAB Member or the California Labor Code. Executive has reviewed Institute notifies RXi within the Limited Exclusion Notification attached as Exhibit E and agrees 30-day period referred to above that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, SAB Member or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyInstitute disagrees.

Inventions. All plansAny and all ideas, discoveries and inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, whether patentable trade secrets and the like (collectively, “Inventions”), which are or unpatentablehave been developed, made or devised conceived, created, discovered, learned, produced and/or otherwise generated by ExecutiveEmployee, whether alone individually or jointly with othersotherwise, from during the Effective Date and continuing until the end of any period during which Executive is time that Employee has been employed by the Company GroupCompany, relating whether or pertaining in any way not during working hours, that related to Executive’s employment with or the business (a) current and anticipated businesses and/or activities of the Company Group Company, (eachb) the current and anticipated research or development of the Company, an “Invention”)or (c) any work performed by Employee for the Company, shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive propertyproperty of the Company, and the Company shall own any and all right, title and interest to such Inventions. Executive Employee assigns, and agrees to execute any assignment assign to the Company or its nomineewhenever so requested by the Company, of Executive’s entire any and all right, title and interest in and to any Invention such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments and documents requisite which the Company deems desirable or desirable in applying for and obtaining patents, trademarks or copyrightsnecessary to protect such interests, at the expense Company’s expense. Employee acknowledges that as part of her work for the Company, with respect thereto in she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all foreign countriessuch works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, that but not limited to, the right to make all uses of the works in which attribution or integrity rights may be required by implicated. Without in any way limiting the Company. Executive further agreesforegoing, during and after termination of employment hereunder, to reasonably cooperate to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the manner required by future have in or to the Companyworks, in including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the prosecution or defense law of any patent U.S. or copyright claims or foreign jurisdiction, the right to s▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any litigationand all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Sections 106A, and any other proceeding involving any trade secrets, processes, discoveries type of moral right or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companydroit moral.

Inventions. All plans(a) Notwithstanding any originality, discoveries effort and improvementsskill originating from the Employee, any and all Inventions that are authored, conceived of, suggested, invented, made, discovered or created by the Employee during, or as a result of, his or her employment with the Company, whether patentable or unpatentablenot (i) on the Company’s premises or (ii) during working hours or (iii) pursuant to such Employee’s duties or within such Employee’s scope of work or (iv) pursuant to a request from, made or devised by Executivedirections of, whether the Company or any of its affiliates or (v) alone or jointly together with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”third party(ies), shall be promptly disclosed in writing to the Secretary sole and exclusive property of the Company and are hereby transferred to and shall redound to or, if required by the benefit Company, any of the Company Company’s affiliates. The Employee further acknowledges and shall become agrees that such Inventions are “works made for hire” for purpose of the Company’s rights under applicable law. The Employee hereby perpetually, automatically, irrevocably and remain its sole and exclusive property. Executive agrees to execute any assignment unconditionally assigns to the Company or its nomineethe relevant affiliate, of Executive’s entire rightor any person nominated by the Company, without further consideration, any and all rights, title and interest that the Employee may have or acquired in such Inventions. To the Old ▇▇-▇▇, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Exotica, Venkatanarayana road, T.nagar, Chennai - 600017 extent that such rights are maintainable under any applicable law, the Employee hereby waives such rights and if such waiver is deemed unenforceable, the Employee hereby grants the Company or any person nominated by it, the exclusive, perpetual, fully paid-up, irrevocable, world-wide and royalty free right to use, market and modify any Invention without identifying the Employee or seeking his prior consent. (b) The Employee shall promptly and without any charge to the Company execute or cause to be executed all such documents, including any applications, assignment deeds or other instruments, as the Company considers necessary, appropriate or desirable to (i) perfect title to, evidence the ownership of, or the vesting of rights, title and interest in, any Inventions, by or in favor of the Company or any of its affiliates or any person nominated by it; or (ii) apply for protection of the intellectual property, including any copyright, patent or trademark, in such Inventions in any country and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at ensure the expense continued protection of the Companyintellectual property in such Inventions; or (iii) assist the Company and/or the relevant affiliate or any person nominated by it, with respect thereto any legal proceedings or dispute relating to the enforcement of any intellectual property right in the United States Inventions or otherwise in connection with the Inventions, and in all foreign countries, that provide such other cooperation or assistance as may be required by the CompanyCompany or the relevant affiliate. Executive further agrees, during The Employee agrees that his obligation to execute or cause to be executed any such documents or papers and to otherwise provide cooperation or assistance as may be required by the Company or the relevant affiliate shall continue after termination of his employment hereunderwith the Company. (c) If the Employee is unable for any reason to execute any document required under this Clause 2.4(b), the Employee hereby irrevocably designates and appoints the Company or any person nominated by it, as his agent and attorney-in-fact to reasonably cooperate act for and on his behalf to execute any documents, applications or related findings and to do all other lawfully permitted acts to further the purposes set forth in this Clause 2.4(b), including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations or other rights in connection with the Inventions with the same legal force as executed by the Employee. (d) With respect to any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights”, the Employee hereby waives such moral rights that the Employee may have in any of the Inventions and consents to any action of the Company that would violate such moral rights in the absence of such consent. (e) The Employee hereby agrees to promptly disclose in writing to the extent Company any and all Inventions authored, conceived of, suggested, invented, made, discovered or created by the Employee. (f) The Employee shall keep and maintain adequate and current written records of all Inventions made by him or her (solely or jointly with others) during the term of his employment with the Company. The records will be in the manner required by the Companyform of notes, in the prosecution or defense of sketches, drawings and any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall format that may be paid specified by the Company. This Section 14.5 does not apply Such records will always be available to an Invention which qualifies fully as a nonassignable invention under and remain the provisions of section 2870 sole property of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Company.Old ▇▇-▇▇, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Exotica, Venkatanarayana road, T.nagar, Chennai - 600017

Inventions. With respect to Inventions and related matters, you and the Company agree as follows: (i) All plansInventions related to the present or planned business of the Company, discoveries and improvementswhich are conceived or reduced to practice by you, whether patentable or unpatentable, made or devised by Executive, whether either alone or jointly with others, from during the Effective Date and continuing until period of your employment or during a period of one hundred twenty (120) days after termination of such employment, whether or not done during your regular working hours, are the end sole property of any period during the Company. The provisions of this paragraph (i) shall not apply to an invention for which Executive is employed by no equipment, supplies, facilities or trade secret information of the Company Groupwas used and which was developed entirely on your own time, relating or pertaining in any way unless (A) the invention relates (I) to Executive’s employment with or the business of the Company Group Company, or (eachII) to your actual or demonstrably anticipated research or development for the Company, an “Invention”), shall be or (B) the invention results from any work performed by you for the Company. (ii) You will disclose promptly disclosed and in writing to the Secretary Company, through the General Counsel of the Company Company, all Inventions which are covered by this Agreement, and are hereby transferred you agree to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment assign to the Company or its nominee, of Executive’s entire nominee all your right, title title, and interest in and to such Inventions. You agree not to disclose any Invention and of these Inventions to execute any other instruments and documents requisite or desirable in applying for and obtaining patentsothers, trademarks or copyrights, at without the expense express consent of the Company, with respect thereto except as required by your employment. (iii) You will, at any time, on request of the Company, execute specific assignments in favor of the Company or its nominee of your interest in and to any of the Inventions covered by this Agreement, as well as execute all papers, render all assistance, and perform all lawful acts which the Company considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patent applications and patents of the United States and foreign countries for these Inventions, and for the transfer of any interest you may have. You will execute any and all papers and documents required to vest title in all foreign countriesthe Company or its nominee in the above Inventions, patent applications, patents, and interests. (iv) You understand that may be required you shall receive fifty dollars ($50.00) for the execution of each document, and one hundred fifty dollars ($150.00) per day of each day or portion thereof spent at the request of the Company in the performance of acts pursuant to paragraph (iii), plus reimbursement for any out-of-pocket expenses incurred by you at the Company’s request in such performance. (v) You further understand that the absence of a request by the Company for information, or for the making of an oath, or for the execution of any document, shall in no way be construed to constitute a waiver of the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate ’s rights under this Agreement. (vi) You have disclosed to the extent Company all continuing obligations which you have with respect to the assignment of Inventions to any previous employers, and in you claim no previous unpatented Inventions as your own, except for those which have been reduced to practice and which are shown on a schedule, if any, attached to this Agreement. You understand that the manner required by Company does not seek any confidential information which you may have acquired from a previous employer, and you will not disclose any such information to the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Company.

Inventions. All plans, discoveries and improvements(a) Employee shall promptly disclose to the Company in writing all Inventions, whether patentable or unpatentablenot patentable, copyrightable or protectable as trade secrets, conceived, developed, or made or devised by ExecutiveEmployee, whether alone or jointly with others, from during the Effective Date period of Employee’s employment with the Company, whether during working hours or not, and, in the case of clauses (ii) and continuing until (iii) below, during the end period of Employee’s employment with the Company and at any period during which Executive is time after Employee ceases to be employed by the Company GroupCompany, relating or pertaining for any reason whatsoever, which: (i) relate in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing manner to the Secretary actual or anticipated business, research, or development of the Company Company; (ii) are conceived, developed, or made using equipment, supplies, facilities, trade secrets or confidential information of Company; or (iii) result from, arise out of or relate to work performed by Employee for Company. (b) Employee shall transfer and are assign, and does hereby transferred to transfer and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment assign, to the Company or its nominee, all of Executive’s entire his right, title and interest in and to each Invention covered by this Paragraph 12. As may be requested by the Company from time to time, Employee shall take all steps reasonably necessary to assist Company in obtaining and enforcing any patent, copyright, or other protection which the Chairman elects to obtain or enforce, in any country, for any Invention covered by this Paragraph 12. Employee’s obligation to assist the Company in obtaining and to execute any other instruments and documents requisite or desirable in applying for and obtaining enforcing such patents, trademarks or copyrights, at and other protections will continue beyond the expense termination of Employee’s employment with the Company, with respect thereto for any reason whatsoever, but the Company shall compensate Employee at a reasonable rate of compensation, as determined in the United States and in all foreign countriessole discretion of the Chairman, that may be required by after the Company. Executive further agrees, during and after termination of his employment hereunderfor the time actually spent providing such assistance. If the Company is unable, after reasonable effort, to reasonably cooperate secure Employee’s signature on any document needed to the extent and in the manner required by the Companyapply for, in the prosecution prosecute, or defense of enforce any patent or copyright claims or any litigationpatent, copyright, or other proceeding involving protection in relation to any trade secretsInvention, processeswhether because of Employee’s physical or mental incapacity or for any other reason whatsoever, discoveries or improvements covered by this covenantEmployee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact, but to act for and in Employee’s behalf and stead to execute and file any such document and to do all necessary expenses thereof shall be paid by other lawfully permitted acts to further the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions prosecution and enforcement of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. Howeverpatents, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developedcopyrights, or made other protections with the same legal force and effect as if executed by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyEmployee.

Inventions. All plansGrantee will make full and prompt disclosure to the Company of all inventions, discoveries and discoveries, designs, designations, developments, software, drawings, logos, sketches, models, articles, studies, reports, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively “Developments”), whether or not patentable or unpatentablecopyrightable, that are created, made, conceived or reduced to practice by Grantee (alone or jointly with others) or under his/her direction in the course of ▇▇▇▇▇▇▇’s employment. Grantee acknowledges and agree that, to the fullest extent permitted by law, (i) all Developments shall automatically belong to, and shall be the sole property of the Company and that (ii) to the extent that any Development do not vest in the Company automatically, Grantee irrevocably hereby assign to the Company by way of present assignment, all right, title, and interest Grantee may have or may acquire in and to all Developments anywhere in the world. In particular, in accordance with the provisions of article L. 113-9 of the Intellectual Property Code, ▇▇▇▇▇▇▇ acknowledge that the intellectual property rights to any software and their documentation developed by Grantee in the course of his/her employment contract belong as a matter of law to the Company. In accordance with the provisions of article L. 611-7 of the Intellectual Property Code, Grantee further acknowledges that the inventions made within the context of his/her employment providing for an “inventive mission” which corresponds to his/her actual duties, or, as part of studies or devised research which have been specifically entrusted to Grantee, belong to the Company as a right (“Inventions of Mission”). In accordance with the provisions of article L. 611-7 of the Intellectual Property Code, which provide that the employee is entitled to receive an additional remuneration for the Inventions of Mission, ▇▇▇▇▇▇▇ agrees that such additional remuneration, if any, will be determined in the following manner: Grantee will be paid an additional remuneration only to the extent ▇▇▇▇▇▇▇ personally contributed to the inventive process which led to the perfection of the Invention of Mission. Such additional remuneration shall be determined by Executivethe Company, pursuant to local law, upon development of the Invention of Mission, upon patent filing of the Invention of Mission, and/or upon the granting of the patent on an Invention of Mission. In addition, after 5 years of exploitation of the Invention of Mission, the Company may decide to pay Grantee an additional award, which amount should be mutually agreed on between Grantee and the Company, by taking into consideration the economic and scientific interest of the invention of mission, the difficulties of development of the Invention of Mission, and ▇▇▇▇▇▇▇’s personal contribution. Grantee further acknowledge that for all the other inventions created either (i) in the performance of ▇▇▇▇▇▇▇’s duties, (ii) in the field of the Company’s activity, or (iii) by using knowledge or technologies or Company’s specific methods or information acquired by the Company, the Company may require that all rights to ownership and use of such inventions and the patents protecting such inventions be assigned to it. Grantee further undertake, in particular, to disclose to the Company any copyrightable works that he/she may create, either alone or with the assistance of a third party including notably (but without limitation) any drawings, logos, sketches, models, designs, articles, studies, reports and all documentation which are susceptible to be protected under copyright law (hereafter the “Copyrightable Works”). Grantee hereby assigns to the Company, in consideration of a lump sum already included in his/her salary as provided in his/her employment contract the exploitation rights on the Copyrightable Works including (but without limitation) the rights of reproduction on any analogical or digital media, in any form and format (whether known at the execution date of the contract or discovered in the future), of communication to the public by any process (whether known at the execution date of my employment contract or discovered in the future), of distribution, rental, loan and sale, of filing any trademark, design or model applications on whole or any part of the Copyrightable Works with the relevant authorities around the world, and of adaptation, translation and modification of the Copyrightable Works for any commercial or advertising purpose whether public or private. Media and processes shall include without limitation, any means of communication, direct or indirect, spatial or terrestrial, by satellite, cable, or over the air and any wired or wireless network including the Internet. The assignment occurs as soon as the Copyrightable Works are created and is valid for the entire world for the duration of the copyright, including any legal prorogation for whatever reason. Grantee hereby assigns and transfer to the Company all results from the use of Proprietary Information, premises or personal property (“Company Related Developments”). ▇▇▇▇▇▇▇ further undertake to execute all documents and take all additional actions as may be requested by the Company to give full and proper effect to the present assignment, whether during or after the term of his/her employment, and particularly to enter into a specific assignment agreement for each work, as soon as such work is created. To preclude any possible uncertainty, Grantee has set forth on Exhibit attached hereto a complete list of Developments that he/she has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of his/her employment with the Company that he/she wishes to have excluded from the Effective Date scope of this Agreement (“Prior Inventions”). ▇▇▇▇▇▇▇ has also listed this Exhibit all patents and continuing until the end of any period during patent applications in which Executive he/she is employed by named as an inventor, other than those which have been assigned to the Company Group(“Other Patent Rights”). If no such disclosure is attached, relating Grantee represents that there are no Prior Inventions or pertaining Other Patent Rights. If, in any way to Executivethe course of ▇▇▇▇▇▇▇’s employment with the Company, he/she incorporates a Prior Invention into a Company product, process or machine or other work done for the business of the Company Group (eachCompany, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are Grantee hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment grant to the Company or its nomineea nonexclusive, of Executive’s entire rightroyalty-free, title and interest in and paid-up, worldwide license (with the full right to any Invention and to execute any other instruments and documents requisite or desirable in applying sublicense) for and obtaining patents, trademarks or copyrights, at the expense duration of the rights to make, have made, modify, use, reproduce, sell, offer for sale, publicly display and perform, import and otherwise fully exercise and exploit such Prior Invention. Notwithstanding the foregoing, Grantee will not incorporate, or permit to be incorporated, Prior Inventions in any Company, with respect thereto in the United States and in all foreign countries, that may be required by -Related Development without the Company’s prior written consent. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate Grantee will not incorporate into any Company product or otherwise deliver to the extent and in the manner required by Company any open source software except as allowed pursuant to the Company’s open source software policy, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by which is available on the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyintranet.

Inventions. All plansSubject to paragraph 2b., discoveries Executive agrees that all right, title, and improvementsinterest in and to (i) all discoveries, whether patentable designs, ideas, works of authorship, and inventions created, conceived, reduced to practice, or unpatentableotherwise developed, made in whole or devised in part, by Executive, whether alone jointly or jointly with othersindividually, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and derivative works to and of any of the Company Group foregoing in (each, an “Invention”i), and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the “Inventions”) will be owned solely and exclusively by the Company. Without limiting the foregoing, all copyrightable subject matter included in the Inventions shall be constitute “work made for hire” under applicable copyright law. Executive will: (i) promptly disclosed and fully disclose and describe, in detail satisfactory to the Company, all such Inventions in writing to the Secretary of the Company Company; (ii) irrevocably and are unconditionally assign, and Executive does hereby transferred to irrevocably and shall redound unconditionally assign, to the benefit of the Company Company, without further compensation or other consideration, any and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, all of Executive’s entire rightrights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any Invention use, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service ▇▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world; (iii) deliver promptly to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto upon request and in the United States form and manner prescribed by the Company (without charge to the Company but at the Company’s expense), including without limitation Executive’s notarized signature in execution of, the written instruments described in paragraph b. and perform all foreign countries, other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and (iv) promptly render all assistance that may be required by the CompanyCompany to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive further agreesdoes hereby waive and agree never to assert any rights in the Inventions, during and after termination any part or parts thereof, that are not susceptible of employment hereunderassignment by Executive under applicable law, to reasonably cooperate including, but not limited to, any moral rights or the right to the extent and in integrity or attribution of the manner required by the CompanyInventions, in the prosecution or defense of any patent or copyright claims or any litigationother right to be associated with the Inventions as its author, inventor, or other proceeding involving any trade secrets, processes, discoveries user by name or improvements covered by this covenant, but all necessary expenses thereof shall be paid by under a pseudonym or the Company. This Section 14.5 does not apply right to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyremain anonymous.

Inventions. All plansEmployee shall promptly, discoveries and improvementsin any event no later than thirty (30) days after termination of Employee’s employment with the Employer for any reason, whether patentable or unpatentable, with respect to Inventions (as hereinafter defined) made or devised conceived by ExecutiveEmployee during Employee’s employment, whether alone either solely or jointly with others, from if based on or related to or connected with the Effective Date and continuing until Business or if the end of any period during which Executive is employed by the Company GroupEmployer’s time, relating material, facilities or pertaining in any way to Executive’s employment with or the business other employees of the Company Employer Group contributed thereto: (eacha) Promptly and fully inform the Employer in writing of such Inventions; (b) assign, an and Employee does hereby assign, to the Employer all of Employee’s rights to such Inventions, if any, and to (x) applications for Letters Patent and to Letters Patent granted upon such Inventions, (y) applications for trademarks and any registrations granted in respect of such applications, and (z) registrations of copyrights; and (c) acknowledge and deliver promptly to the Employer (without charge to Employee) such written instruments and do such other acts as may be reasonably necessary to obtain and maintain Letters Patent, trademarks and copyrights and to vest the entire right and title of all Inventions in the Employer. All Inventions, regardless of whether or not they are considered “Invention”)works for hire,” shall for all purposes be regarded as acquired and held by Employee for the benefit, and shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense Employer. The provisions of Section 4.02 shall survive the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of Employee’s employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by under this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyAgreement.

Inventions. All plans(a) Set forth on Exhibit A hereto is a description of all inventions developed by me as of the date of this Agreement and which are not assigned to the Company hereunder; or, discoveries if no such list is attached, I represent that there are no such prior inventions. Any and all inventions, ideas, products, discoveries, improvements, processes, manufacturing, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code) and other works of authorship, know-how, strategies and data, whether or not patentable or unpatentableregistrable under copyright or similar statutes, made made, developed or devised created by Executiveme (whether at the request or suggestion of the Company, or otherwise, whether alone or jointly in conjunction with others, from and whether during regular hours of work or otherwise) (collectively, together with all intellectual property rights therein and thereto, “Inventions”) either: (i) during the Effective Date and continuing until course of my employment by or consultancy with the end Company which pertain to any business, products or processes of any period during which Executive is employed the Company whether then conducted or then being actively planned by the Company; (ii) which have been developed during working hours or using the Company’s resources; or (iii) which directly relates to any of my work during my term of employment by or consultancy with the Company, are the Company’s sole and exclusive property and I shall have no claims, interest or title to the Inventions. (b) With respect to the foregoing Inventions, I will promptly: (i) execute, sign and acknowledge any document necessary to secure the Company's right, title and interest to the Inventions; (ii) deliver to an appropriate executive officer of the Company Group(other than me) without any additional compensation therefore, relating all papers, drawings, models, data, documents and other material pertaining to or pertaining in any way relating to Executive’s employment with any Inventions made, developed or created by me as aforesaid. I further acknowledge that all Inventions are “works made for hire” (to the business of the Company Group greatest extent permitted by applicable law) and are compensated by my salary (each, if I am an “Invention”employee) or by such amounts paid to me under any applicable consulting agreement or consulting arrangements (if I am a consultant), shall be promptly disclosed in writing to the Secretary of the Company and are unless otherwise required by applicable law. If any Invention does not constitute a “work made for hire”, I hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment irrevocably assign to the Company or its nominee, of Executive’s entire for no additional consideration all right, title and interest in and to such Invention. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorney-in- fact to act for and on my behalf and instead of me, to execute and file any Invention documents, applications or related findings and to execute any do all other instruments lawfully permitted acts to further the purposes set forth above in this Section 5, including, without limitation, the perfection of assignment and documents requisite or desirable in applying for the prosecution and obtaining issuance of patents, trademarks or copyrightspatent applications, at the expense of the Companycopyright applications and registrations, with respect thereto in the United States trademark applications and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, registrations or other proceeding involving any trade secrets, processes, discoveries or rights in connection with such Inventions and improvements covered thereto with the same legal force and effect as if executed by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyme.

Inventions. All plansThe SAB Member shall promptly disclose to RXi, discoveries and improvementsand, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from subject to the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business terms of the Company Group third paragraph of this Section 8, hereby assigns and agrees to assign to RXi (each, an “Invention”or as otherwise directed by RXi), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire his full right, title and interest interest, if any, to all Inventions. The SAB Member agrees to cooperate fully with RXi, its attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any Invention of such Inventions, including, but not limited to, execution of any and all applications for domestic and foreign patents, copyrights or other proprietary rights and the performance of such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by RXi to assign the Inventions to RXi and to execute permit RXi to file, obtain and enforce any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks copyrights or copyrightsother proprietary rights in the Inventions, all at RXi’s sole cost and expense. The SAB Member hereby designates RXi as his agent, and grants to RXi a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the expense purpose of effecting any such assignment hereunder from the SAB Member to RXi in the event the SAB Member should fail or refuse to sign and deliver any document in connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intends to exercise this right (i) RXi shall give the SAB Member and the Institute 30 days written notice, by certified mail (the Institute’s copy being mailed to the Office of the CompanyGeneral Counsel, with respect thereto in H▇▇▇▇▇ H▇▇▇▇▇ Medical Institute, 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Road, Chevy Chase, MD 20815 Attn: General Counsel) that RXi intends to exercise its rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the United States and in all foreign countries, documents that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, RXi intends to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution execute or defense of any patent or copyright claims or any litigationfile, or a description of the other proceeding involving any trade secretsacts that RXi intends to take, processes, discoveries and (b) reasonably sufficient information about the Invention or improvements covered by this covenant, but all necessary expenses thereof shall be paid by other intellectual property to which the Company. This Section 14.5 does not apply documents or acts relate for the SAB Member and the Institute each to make a determination of whether the document or acts relate to an Invention which qualifies fully as a nonassignable invention Invention; and (ii) RXi may not exercise its rights under this sentence if either the provisions of section 2870 of SAB Member or the California Labor Code. Executive has reviewed Institute notifies RXi within the Limited Exclusion Notification attached as Exhibit E and agrees 30-day period referred to above that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, SAB Member or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyInstitute disagrees.

Inventions. All plansa. The Executive agrees to promptly inform and to disclose to the Company, discoveries in writing, all inventions, concepts, developments, procedures, ideas, innovations, systems, programs, techniques, processes, information, discoveries, improvements and improvementsmodifications and related documentations, whether patentable or unpatentableother works of authorship and the like (collectively the "Inventions"), made or devised by which, during the course of the Executive's employment with the Company, whether the Executive has created, made, conceived, written either alone or jointly with others, from while in the Effective Date Company's employ, or while performing services for the affiliates, whether or not during working hours, and continuing until at all times thereafter, whether or not such Inventions are patentable, subject to copyright protection or susceptible to any other form of protection which (i) related to the end actual Business or research of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business development of the Company Group or its affiliates; or (eachii) was suggested by or resulted from any task assigned or to be assigned to the Executive or performed by the Executive for or on behalf of the Company or any of its affiliates. In the case of any "other works of authorship", an “Invention”), such assignment shall be promptly disclosed limited to those works of authorship which meet both conditions (i) and (ii) above. The Executive further acknowledges and agrees that the copyright and any other intellectual property right in writing Inventions and related documentation, and other works of authorship, created within the scope of my employment, are "works for hire" and belong to the Secretary Company by operation of law. b. In connection with any of the Inventions assigned by Section 8.a., the Executive shall, on the Company's request, promptly execute a specific assignment of title to the Company or its designee, and do anything else reasonably necessary to enable the Company or such designee to secure a patent, copyright or other form of protection therefor in the United States and in other countries. c. The Executive further acknowledges and agrees that the Company and its affiliates, licensees, successors or assigns (direct or indirect) are not required to designate the Executive as an author of any Invention which is subject to Section 8.a., when it is distributed, publicly or otherwise, or to secure my permission to change or otherwise alter its integrity. The Executive hereby waives and releases, to the extent permitted by law, all rights in and to such designation and any rights that the Executive may have concerning modifications of such Inventions. d. The Executive understands that any rights, waivers, releases and assignments herein granted and made by the Executive are freely assignable by the Company and are hereby transferred to and shall redound to for the benefit of the Company and shall become its affiliates, licensees, successors and remain assigns. e. The Executive affirms that the Executive has not disclosed and will not disclose to anyone outside of the Company and its sole and exclusive property. Executive agrees to execute affiliates, or has used, or will use, any assignment to Confidential Information or material received in confidence from third parties, such as customers, by the Company or any of its nomineeaffiliates, other than as permitted by a written agreement between the Company and the third party. f. The Executive irrevocably appoints any Company-selected designee to act as his agent and attorney-in-fact to perform all acts necessary to obtain patents and/or copyrights as required by this Agreement if the Executive (i) refuses to perform those acts or (ii) is unavailable, within the meaning of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States Patent and Copyright Laws. It is expressly intended by the Executive that the foregoing power of attorney is coupled with an interest. g. The Executive shall keep complete, accurate and authentic information and records on all Inventions in all foreign countries, that may be required the manner and form reasonably requested by the Company. Executive further agreesSuch information and records, during and after termination of employment hereunderall copies thereof, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Companythe Company as to any Inventions within the meaning of this Agreement. Any In addition, the Executive agrees to promptly surrender all such original and copies of such information shall be received in confidence by and records at the request of the Company.

Inventions. All plansAny and all ideas, discoveries and inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, whether patentable trade secrets and the like (collectively, “Inventions”), which are or unpatentablehave been developed, made or devised conceived, created, discovered, learned, produced and/or otherwise generated by ExecutiveEmployee, whether alone individually or jointly with othersotherwise, from during the Effective Date and continuing until the end of any period during which Executive is time that Employee has been employed by the Company GroupCompany, relating whether or pertaining in any way not during working hours, that related to Executive’s employment with or the business (a) current and anticipated businesses and/or activities of the Company Group Company, (eachb) the current and anticipated research or development of the Company, an “Invention”)or (c) any work performed by Employee for the Company, shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive propertyproperty of the Company, and the Company shall own any and all right, title and interest to such Inventions. Executive Employee assigns, and agrees to execute any assignment assign to the Company or its nomineewhenever so requested by the Company, of Executive’s entire any and all right, title and interest in and to any Invention such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments and documents requisite which the Company deems desirable or desirable in applying for and obtaining patents, trademarks or copyrightsnecessary to protect such interests, at the expense Company’s expense. Employee acknowledges that as part of his work for the Company, with respect thereto in he has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that he has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all foreign countriessuch works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, that but not limited to, the right to make all uses of the works in which attribution or integrity rights may be required by implicated. Without in any way limiting the Company. Executive further agreesforegoing, during and after termination of employment hereunder, to reasonably cooperate to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the manner required by future have in or to the Companyworks, in including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the prosecution or defense law of any patent U.S. or copyright claims or foreign jurisdiction, the right to s▇▇ for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any litigationand all rights that he may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other proceeding involving any trade secrets, processes, discoveries type of moral right or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companydroit moral.

Inventions. All plansIntellectual property rights of each party shall be governed by the following: a) Except as provided in the last sentence of this Section 7(a), discoveries any and improvementsall work product, works of authorship, trade secrets, inventions, discoveries, developments and innovations, whether or not patentable or unpatentablecopyrightable, made including, but not limited to the Deliverables, software in object and source code formats, devices and prototypes, and intellectual property rights therein conceived, created or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed reduced to practice by the Company Groupor its employees or agents, relating and (A) related to (i) the Services performed hereunder (including without limitation in the course of preparing the project proposals attached to this Agreement and for any prior versions of them), and/or (ii) scanning electron beam x-ray technology (including detection and image processing specific to scanning electron beam x-ray sources or pertaining methods of such detection and image processing developed in any way to Executive’s employment with or the business course of the Company Group Services) made or invented on or before one (each1) year after termination or expiration of this Agreement, an or (B) made or invented using any Confidential Information of NovaRay at any time (before, during or after the term of this Agreement), in each case ((A) and (B)) including without limitation patent applications and patents claiming same (collectively, “InventionInventions”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive propertyproperty of the Client. Executive Company hereby assigns to Client, and agrees to execute and deliver further documentation reflecting that assignment in the future when any assignment to the Company such Inventions are first fixed in a tangible medium or its nomineeinvented, of Executive’s entire as applicable, all right, title title, and interest in and to the Inventions. All Inventions shall be deemed the Confidential Information of Client. Notwithstanding the foregoing, all work product, works of authorship, trade secrets, inventions, discoveries, developments and innovations arising from any Invention Approved Project (in accordance with the procedure set forth in Section 13 and to execute any other instruments without breach of Company’s confidentiality obligations set forth herein), and documents requisite or desirable in applying for intellectual property rights therein shall be the sole and obtaining patents, trademarks or copyrights, at the expense exclusive property of the Company. b) Company agrees to execute all papers, with respect thereto including patent applications, invention assignments and copyright assignments, and otherwise agrees to assist Client as reasonably required at Client’s reasonable expense to perfect in Client or enforce the rights, title and other interests in the United States Inventions expressly granted to Client under this Agreement. If Client is unable for any reason, after reasonable effort, to secure Company’s signature on any document needed in connection with the actions specified above, Company hereby irrevocably designates and appoints Client and his or her duly authorized officers and agents as his or her agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all foreign countries, that may be required other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by the Company. Executive further agrees, during . c) Any and after termination all services performed by Company on behalf of employment hereunder, to reasonably cooperate Client prior to the extent Effective Date, including services performed by Company under the Consulting Services Agreement between Company and Client dated January 2, 2006 (the “Prior Consulting Agreement”) as such services have specifically related to the field of scanning electron beam x-ray technology (including detection and image processing specific to scanning electron beam x-ray sources or methods of such detection and image processing developed in the manner required by course of the CompanyServices) (the “Prior Services”), in shall be deemed Services performed under this Agreement. Accordingly, this Section 7 shall apply to the prosecution or defense work product, works of any patent or copyright claims or any litigationauthorship, or other proceeding involving any trade secrets, processesinventions, discoveries or improvements covered by this covenantdiscoveries, but developments and innovations and the intellectual property rights therein that arise out of the Prior Services (collectively, the “Prior IP”). Without limiting the foregoing, all necessary expenses thereof Prior IP shall be paid owned by Client and assigned to Company hereunder in accordance with this Section 7. In addition, all Prior IP and records related thereto shall be deemed the Company. This Section 14.5 does not apply Confidential Information of Client hereunder and subject to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 set forth in Article 8. If there is any conflict between this Agreement and the Prior Consulting Agreement, this Agreement shall prevail. The parties acknowledge that as of the California Labor CodeNovember 30, 2007, the amount outstanding and owed to Company as payment for the Prior Services is $[***] (the “Outstanding Amount”). Executive has reviewed Client shall pay the Limited Exclusion Notification attached Outstanding Amount to Company as Exhibit E and agrees that Executive’s signature acknowledges soon as reasonably possible following the closing of a private placement financing with aggregate proceeds to the Client of not less than $10,000,000. Upon receipt by Company of the notificationOutstanding Amount, the parties acknowledge and agree that Client has paid in full all amounts due and owing for the Prior Services as of November 30, 2007. HoweverAll amounts due and owing for Prior Services performed on or after December 1, Executive agrees 2007 and prior to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information Effective Date shall be received invoiced and payable as provided in confidence by Companythe Statement of Work (Exhibit A).

Inventions. All plans(a) Subject to Section 9 below, discoveries and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing I hereby assign to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nomineeCompany, of Executive’s entire without additional consideration, all right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in (throughout the United States and in all foreign countries) in all ideas, processes, inventions, technology, writings, computer programs, designs, formulas, discoveries, patents, copyrights, trademarks, service marks, original works of authorship, any claims or rights, and any improvements or modifications to the foregoing (collectively, "Inventions"), whether or not subject to patent or copyright protection, relating to any activities of the Company that may have been or will be required conceived, developed, or reduced to practice by me alone or with others (i) during the Company. Executive further agreesterm of my employment, whether or not conceived or developed during regular business hours, and whether or not conceived before, on, or after the date hereof or (ii) if based on Proprietary Information, after termination of employment hereundermy employment. Such Inventions shall be the sole property of the Company and, to reasonably cooperate to the maximum extent and in the manner required permitted by applicable law, shall be deemed works made for hire. (b) I will, whether during or after my employment by the Company, execute such written instruments and do other such acts as may be necessary in the prosecution or defense opinion of any patent or copyright claims or any litigationthe Company to obtain a patent, register a copyright, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by otherwise enforce the Company. This Section 14.5 's rights in such Inventions (and I hereby irrevocably appoint the Company and any of its officers as my attorney in fact to undertake such acts in my name). (c) I understand that the assignment by me to the Company does not apply to an Invention Inventions that qualify fully under Section 2870(a) of the California Labor Code, which qualifies fully as a nonassignable invention under is set forth on Schedule "A." I understand that nothing in this Agreement is intended to expand the provisions scope of section protection provided by Sections 2870 through 2872 of the California Labor Code. Executive has reviewed Except as disclosed in Schedule "B", there are no ideas, inventions, technology, computer 16 programs, processes, trademarks, service marks, original works of authorship, designs, formulas, discoveries, patents, copyrights, any claims or rights, and any improvements or modifications to the Limited Exclusion Notification attached as Exhibit E foregoing that I wish to exclude from the operation of this Agreement. (d) To the best of my knowledge, there is no existing contract in conflict with this Agreement or any other contract in existence between me and agrees that Executive’s signature acknowledges receipt any other person or entity to assign ideas, inventions, technology, computer programs, processes, trademarks, service marks, original works of authorship, designs, formulas, discoveries, patents, copyrights, any claims or rights, and any improvements or modifications to the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyforegoing.

Inventions. All plans, discoveries and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing 2.3.1 The Employee hereby assigns to the Secretary of the Company and are hereby transferred to and shall redound Company, without additional consideration to the benefit of Employee, the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite ideas, inventions, original works of authorship, developments, improvements, modifications, enhancements or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processesand in and to any documentation, discoveries software, hardware, firmware, creative works, know-how and information, conceived or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, createdin whole or in part, derived, developedby the Employee during his period of employment with the Company, or made by Executive caused to be conceived or reduced to practice, during the term of employment and for three months thereafterabove period, whether or not Executive believes patentable, copyrightable or otherwise protectable, and the Employee assigns to the Company as above stated, the entire right, title and interest in and to any proprietary rights therein or based thereof (collectively, the “Inventions”). 2.3.2 It is hereby clarified that the Employee waives any legal right he may have to royalties or any other payment from the Company with regard to the assigned Inventions. Employee hereby confirms that the salary and additional benefits granted under the Agreement include the full and final consideration for the assignment of the intellectual property rights hereunder and that he will have no claim or demand in connection therewith, and this Section 2.3.2 shall be considered Employee's waiver of rights to receive consideration, in accordance with Section 134 of the Israeli Patents Law, 5727-1967. 2.3.3 The Employee shall provide all assistance the Company may request, and shall execute, verify and deliver such innovations documents and perform such other acts (including appearing as a witness) the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and the assignment thereof. In the event that Company needs assistance from Employee with respect to proprietary rights after termination of employment, Employee shall make honest efforts to do so and the parties shall negotiate in good faith reasonable terms and compensation for such assistance for the time actually spent by Employee at the Company’s request. I have carefully read this Appendix, I have understood the contents thereof and I agree to the terms and conditions included herein and undertake to perform all the obligations herein. Signature: ​ ​ ​ ​ ​ Name: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Employer’s Payments –(a)to the Pension Fund are subject not less than 14 1/3% of the Exempt Salary of 12% of the Exempt Salary if the employer pays, his employee’s benefit in addition thereto payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee'’ name in an amount of 2 1/2 % of the Exempt Salary. In the event the employer has not paid the above 2 1/3% in addition to the said 12%, his payments shall be only in lieu of 72% of the employee’s severance pay;(b)to the Insurance Fund are not less than one of the following:(1)13 1/3% of the Exempt Salary, if the employer pays for the employee in addition thereto also payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 2 1/2% of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance”);(2)11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer’s Payments shall be only in lieu of 72% of the Employee’s severance ▇▇▇.▇▇ the event the employer has made payments in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 2 1/3% of the Exempt Salary, the Employer’s Payments shall replace 100% of the employee’s severance pay. (2) No later than three months from the commencement of the Employer’s Payment, a written agreement was executed between the employer and the employee which included:(a)the employee’s consent to an arrangement pursuant to this Section 14.5Approval in a text specifying the Employer’s Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this Approval;(b)an advance waiver by the employer of any right which he may have to permit refund of monies from its payments, except in cases in which the employee’s right to severance pay was denied by a determination final judgment pursuant to section 17 to the Law and/or in cases in which, if such severance pay was denied, the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by Company reason of an entitling event; for these purposes “Entitling Event” means death, disability or retirement at or after the age of 60. (3) This Approval is not such as to whether derogate from the employee’s right to severance pay pursuant to any law, collective agreement, extension order or not employment agreement, in respect of salary over and above the innovations should be Exempt Salary.15th Sivan 5758 (9th June 1998).* The English version is brought as a translation for convenience, but the property of Companybinding version is the Hebrew one). Any such information shall be received in confidence by Company.בתוקף סמכותי לפי סעיף 14 לחוק פיצויי פיטורים, התשכ"ג - 1963 1 (להלן - החוק), אני מאשר כי תשלומים ששילם מעביד החל ביום פרסומו של אישור זה, בעד עובדו לפנסיה מקיפה בקופת גמל לקיצבה שאינה קופת ביטוח כמשמעותה בתקנות מס הכנסה (כללים לאישור ולניהול קופות גמל), התשכ"ד - 19642 (להלן - קרן פנסיה), או לביטוח מנהלים הכולל אפשרות לקיצבה או שילוב של תשלומים לתכנית קיצבה ולתוכנית שאינה לקיצבה בקופת ביטוח כאמור (להלן - קופת ביטוח), לרבות תשלומים ששילם תוך שילוב של תשלומים לקרן פנסיה ולקופת ביטוח, בין אם יש בקופת הביטוח תכנית לקיצבה ובין אם לאו (להלן - תשלומי המעביד), יבואו במקום פיצויי הפיטורים המגיעים לעובד האמור בגין השכר שממנו שולמו התשלומים האמורים ולתקופה ששולמו (להלן - השכר המופטר), ובלבד שנתקיימו כל אלה:(1)תשלומי המעביד -(א)לקרן פנסיה אינם פחותים מ-% 1/3 14 מן השכר המופטר או 12% מן השכר המופטר אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של % 1/3 2 מן השכר המופטר. לא שילם המעביד בנוסף ל-12% גם % 1/3 2 כאמור, יבואו תשלומיו במקום 72% מפיצויי הפיטורים של העובד, בלבד;(ב)לקופת ביטוח אינם פחותים מאחד מאלה:(1)% 1/3 13 מן השכר המופטר, אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להבטחת הכנסה חודשית במקרה אבדן כושר עבודה, בתכנית שאישר הממונה על שוק ההון ביטוח וחסכון במשרד האוצר, בשיעור הדרוש להבטחת 75% מן השכר המופטר לפחות או בשיעור של % ½ 2 מן השכר המופטר, לפי הנמוך מביניהם (להלן - תשלום לביטוח אבדן כושר עבודה);(2)11% מן השכר המופטר, אם שילם המעביד בנוסף גם תשלום לביטוח אבדן כושר עבודה, ובמקרה זה יבואו תשלומי המעביד במקום 72% מפיצויי הפיטורים של העובד, בלבד; שילם המעביד בנוסף לאלה גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של % 1/3 2 מן השכר המופטר, יבואו תשלומי המעביד במקום 100% פיצויי הפיטורים של העובד.(2)לא יאוחר משלושה חודשים מתחילת ביצוע תשלומי המעביד נערך הסכם בכתב בין המעביד לבין העובד ובו:(א)הסכמת העובד להסדר לפי אישור זה בנוסח המפרט את תשלומי המעביד ואת קרן הפנסיה וקופת הביטוח, לפי העניין; בהסכם האמור ייכלל גם נוסחו של אישור זה;(ב)3ויתור המעביד מראש על כל זכות שיכולה להיות לו להחזר כספים מתוך תשלומיו, אלא אם כן נשללה זכות העובד לפיצויי פיטורים בפסק דין מכח סעיפים 16 או 17 לחוק ובמידה שנשללה או שהעובד משך כספים מקרן הפנסיה או מקופת הביטוח שלא בשל אירוע מזכה; לענין זה, "אירוע מזכה" - מות, נכות או פרישה בגיל ששים או יותר.(ג)אין באישור זה כדי לגרוע מזכותו של עובד לפיצויי פיטורים לפי החוק, הסכם קיבוצי, צו הרחבה או חוזה עבודה, בגין שכר שמעבר לשכר המופטר.​אליהו ישישר העבודה והרווחה

Inventions. All plansAny and all ideas, discoveries and inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, whether patentable trade secrets and the like (collectively, “Inventions”), which are or unpatentablehave been developed, made or devised conceived, created, discovered, learned, produced and/or otherwise generated by ExecutiveEmployee, whether alone individually or jointly with othersotherwise, from during the Effective Date and continuing until the end of any period during which Executive is time that Employee has been employed by the Company GroupCompany, relating whether or pertaining in any way not during working hours, that related to Executive’s employment with or the business (a) current and anticipated businesses and/or activities of the Company Group Company, (eachb) the current and anticipated research or development of the Company, an “Invention”)or (c) any work performed by Employee for the Company, shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive propertyproperty of the Company, and the Company shall own any and all right, title and interest to such Inventions. Executive Employee assigns, and agrees to execute any assignment assign to the Company or its nomineewhenever so requested by the Company, of Executive’s entire any and all right, title and interest in and to any Invention such Invention, at the Company’s expense, and Employee agrees to execute any and all applications, assignments or other instruments and documents requisite which the Company deems desirable or desirable in applying for and obtaining patents, trademarks or copyrightsnecessary to protect such interests, at the expense Company’s expense. Employee acknowledges that as part of her work for the Company, with respect thereto in she has been asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee hereby agrees that any and all computer programs, documentation and other copyrightable materials that she has prepared or worked on for the Company shall be treated as and shall be a “work made for hire,” for the exclusive ownership and benefit of the Company according to the copyright laws of the United States States, including, but not limited to, Sections 101 and 201 of Title 17 of the U.S. Code (“U.S.C.”) as well as according to similar foreign laws. The Company shall have the exclusive right to register the copyrights in all foreign countriessuch works in its name as the owner and author of such works and shall have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A including, that but not limited to, the right to make all uses of the works in which attribution or integrity rights may be required by implicated. Without in any way limiting the Company. Executive further agreesforegoing, during and after termination of employment hereunder, to reasonably cooperate to the extent the works are not treated as works made for hire under any applicable law, Employee hereby irrevocably assigns, transfers, and conveys to the Company and its successors and assigns any and all worldwide right, title, and interest that Employee may now or in the manner required by future have in or to the Companyworks, in including, but not limited to, all ownership, U.S. and foreign copyrights, all treaty, convention, statutory and common law rights under the prosecution or defense law of any patent U.S. or copyright claims or foreign jurisdiction, the right to sue for past, present, and future infringement, and moral, attribution, and integrity rights. Employee hereby expressly and forever irrevocably waives any litigationand all rights that she may have arising under 17 U.S.C. Sections 106A, rights that may arise under any federal, state, or foreign law that conveys rights that are similar in nature to those conveyed under 17 U.S.C. Section 106A, and any other proceeding involving any trade secrets, processes, discoveries type of moral right or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companydroit moral.

Inventions. (a) All plansinventions, discoveries discoveries, computer programs, data, technology, designs, innovations and improvementsimprovements (whether or not patentable and whether or not copyrightable) which are made, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derivedwritten, developeddesigned or developed by the Consultant or ▇▇▇▇, solely or made by Executive jointly with others and whether during normal business hours or otherwise, (i) during the term Consultation Period if related to the business of employment the Company or (ii) after the Consultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and for three months thereafter(ii), whether “Inventions”), shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as the Consultant’s duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or not Executive believes authority. Upon the request of the Company and at the Company’s expense, the Consultant shall, and shall cause ▇▇▇▇ to, execute such innovations are further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the 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. (b) The Consultant shall promptly disclose to the 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 Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall always be available to and remain the sole property of the Company. (c) For the sake of clarity, programs that fall outside of the scope of this Agreement include the ongoing work in ▇▇▇▇’▇ laboratory at the University of Edinburgh. A list of the programs has been included in Exhibit B. Any intellectual property developed as part of the Trans-splicing sponsored research agreement is subject to the rights and terms described within the sponsored agreements without subordination to the terms of this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companycontract.

Inventions. All plans(a) Subject to Section 9 below, discoveries and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing I hereby assign to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nomineeCompany, of Executive’s entire without additional consideration, all right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in (throughout the United States and in all foreign countries) in all ideas, processes, inventions, technology, writings, computer programs, designs, formulas, discoveries, patents, copyrights, trademarks, service marks, original works of authorship, any claims or rights, and any improvements or modifications to the foregoing (collectively, "Inventions"), whether or not subject to patent or copyright protection, relating to any activities of the Company that may have been or will be required conceived, developed, or reduced to practice by me alone or with others (i) during the Company. Executive further agreesterm of my employment, whether or not conceived or developed during regular business hours, and whether or not conceived before, on, or after the date hereof or (ii) if based on Proprietary Information, after termination of employment hereundermy employment. Such Inventions shall be the sole property of the Company and, to reasonably cooperate to the maximum extent and in the manner required permitted by applicable law, shall be deemed works made for hire. (b) I will, whether during or after my employment by the Company, execute such written instruments and do other such acts as may be necessary in the prosecution or defense opinion of any patent or copyright claims or any litigationthe Company to obtain a patent, register a copyright, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by otherwise enforce the Company. This Section 14.5 's rights in such Inventions (and I hereby irrevocably appoint the Company and any of its officers as my attorney in fact to undertake such acts in my name). (c) I understand that the assignment by me to the Company does not apply to an Invention Inventions that qualify fully under Section 2870(a) of the California Labor Code, which qualifies fully as a nonassignable invention under is set forth on Schedule "A." I understand that nothing in this Agreement is intended to expand the provisions scope of section protection provided by Sections 2870 through 2872 of the California Labor Code. Executive has reviewed Except as disclosed in Schedule "B", there are no ideas, inventions, technology, computer A-3 Todd Schaeffer Severance Agr. programs, processes, trademarks, s▇▇▇▇▇▇ ▇▇▇▇▇, original works of authorship, designs, formulas, discoveries, patents, copyrights, any claims or rights, and any improvements or modifications to the Limited Exclusion Notification attached as Exhibit E foregoing that I wish to exclude from the operation of this Agreement. (d) To the best of my knowledge, there is no existing contract in conflict with this Agreement or any other contract in existence between me and agrees that Executive’s signature acknowledges receipt any other person or entity to assign ideas, inventions, technology, computer programs, processes, trademarks, service marks, original works of authorship, designs, formulas, discoveries, patents, copyrights, any claims or rights, and any improvements or modifications to the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyforegoing.

Inventions. All plansSubject to paragraph 2 b., discoveries Executive agrees that all right, title, and improvementsinterest in and to (i) all discoveries, whether patentable designs, ideas, works of authorship, and inventions created, conceived, reduced to practice, or unpatentableotherwise developed, made in whole or devised in part, by Executive, whether alone jointly or jointly with othersindividually, from the Effective Date during Executive's employment or within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and continuing until the end derivative works to and of any period during which Executive is employed of the foregoing in (i); and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the "Inventions") will be owned solely and exclusively by the Company GroupCompany. Without limiting the foregoing, relating or pertaining all copyrightable subject matter included in any way the Inventions shall constitute “work made for hire” under applicable copyright law. Executive will: (i) promptly and fully disclose and describe, in detail satisfactory to Executive’s employment with or the business of the Company Group (eachCompany, an “Invention”), shall be promptly disclosed all such Inventions in writing to the Secretary of the Company Company; (ii) irrevocably and are unconditionally assign, and Executive does hereby transferred to irrevocably and shall redound unconditionally assign, to the benefit of the Company Company, without further compensation or other consideration, any and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, all of Executive’s entire right's rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any Invention use, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service mark, an▇ ▇▇ade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world; (iii) deliver promptly to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto upon request and in the United States form and manner prescribed by the Company (without charge to the Company but at the Company's expense), including without limitation Executive's notarized signature in execution of, the written instruments described in paragraph b. and perform all foreign countries, other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and (iv) promptly render all assistance that may be required by the CompanyCompany to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive further agreesdoes hereby waive and agree never to assert any rights in the Inventions, during and after termination any part or parts thereof, that are not susceptible of employment hereunderassignment by Executive under applicable law, to reasonably cooperate including, but not limited to, any moral rights or the right to the extent and in integrity or attribution of the manner required by the CompanyInventions, in the prosecution or defense of any patent or copyright claims or any litigationother right to be associated with the Inventions as its author, inventor, or other proceeding involving any trade secrets, processes, discoveries user by name or improvements covered by this covenant, but all necessary expenses thereof shall be paid by under a pseudonym or the Company. This Section 14.5 does not apply right to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyremain anonymous.

Inventions. All plansSubject to paragraph 6(b), discoveries I agree that all right, title, and interest in and to (i) all discoveries, designs, ideas, works of authorship, and inventions created, conceived, reduced to practice, or otherwise developed, in whole or in part, by me, whether jointly or individually, during my employment or within three (3) years following termination of employment for any reason whatsoever; (ii) all improvements, whether patentable or unpatentablemodifications, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end derivative works to and of any period during which Executive is employed of the foregoing in (i); and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the "Inventions") will be owned solely and exclusively by the Company GroupCompany. Without limiting the foregoing, relating or pertaining all copyrightable subject matter included in any way the Inventions shall constitute “work made for hire” under applicable copyright law. I will: (i) promptly and fully disclose and describe, in detail satisfactory to Executive’s employment with or the business of the Company Group (eachCompany, an “Invention”), shall be promptly disclosed all such Inventions in writing to the Secretary of the Company Company; (ii) irrevocably and are unconditionally assign, and I do hereby transferred to irrevocably and shall redound unconditionally assign, to the benefit Company, without further compensation or other consideration, any and all of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire rightmy rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any Invention use, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service ▇▇▇▇, and trade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world; (iii) deliver promptly to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto upon request and in the United States form and manner prescribed by the Company (without charge to the Company but at the Company's expense), including without limitation my notarized signature in execution of, the written instruments described in paragraph (b) and perform all foreign countries, other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and (iv) promptly render all assistance that may be required by the CompanyCompany to enable it to protect or exploit the Inventions in any country of the world. Executive further agreesIn addition, during I do hereby waive and after termination agree never to assert any rights in the Inventions, and any part or parts thereof, that are not susceptible of employment hereunderassignment by me under applicable law, to reasonably cooperate including, but not limited to, any moral rights or the right to the extent and in integrity or attribution of the manner required by the CompanyInventions, in the prosecution or defense of any patent or copyright claims or any litigationother right to be associated with the Inventions as its author, inventor, or other proceeding involving any trade secrets, processes, discoveries user by name or improvements covered by this covenant, but all necessary expenses thereof shall be paid by under a pseudonym or the Company. This Section 14.5 does not apply right to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyremain anonymous.

Inventions. All plansdiscoveries, discoveries inventions, improvements (including, but not limited to, all processes, technologies and improvementsprocedures, ideas and innovations, whether or not patentable or unpatentablecopyrightable including all data and records pertaining thereto), made which the Employee may invent, discover, originate, make or devised by Executiveconceive during the term of his employment and for a period of six months thereafter, whether either alone or jointly with others, from the Effective Date others and continuing until the end of any period whether or not during which Executive is employed working hours or by the use of facilities of the Company, and which arise out of research conducted by, for or under the direction of the Company Groupor which relate to, relating or pertaining are or may be likely be, useful in any way to Executive’s employment connection with or the business of the Company Group (each, an “Invention”), shall be Company. The Employee will promptly disclosed in writing and fully disclose Inventions to the Secretary of Company, and will promptly record Inventions in such form as the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive propertymay request. Executive agrees to execute any assignment The Employee will assign to the Company or its nominee, of Executive’s entire all right, title and interest to all Inventions reduced to writing, drawings or practice by or for the Employee, or an assignee or successor, within six months after termination of employment. This Agreement shall not be construed to limit in and any way any "shop rights" or other common law or contractual rights of the Company with respect to any Invention Inventions or Confidential Information, which the Company has or may have by virtue of the Employee's employment or otherwise. 3 The Employee will execute upon the Company's request at any time, and to execute at the Company's expense, any applications, assignments and other instruments and documents requisite that the Company may deem necessary or desirable to protect or perfect its rights (including any patent rights) in applying for the Inventions, and obtaining patents, trademarks or copyrightswill assist the Company, at the expense Company's expense, in obtaining, defending, and enforcing its rights therein, all without further compensation or payments to the Employee. The Employee hereby appoints the Company his attorney-in-fact for purposes of effecting any or all of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyforegoing.

Inventions. All plans, discoveries Inventions (as defined below) shall be the sole and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business exclusive property of the Company Group (each, an “Invention”), Company. Such ownership of Inventions shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound inure to the benefit of the Company from the date of the conception, creation or fixation of the Invention in a tangible medium of expression, as applicable. All newly-created copyright aspects of the Inventions, whether created solely or jointly, shall be considered a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended. If and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company extent the Inventions, or its nomineeany part thereof, are found by a court of Executive’s entire competent jurisdiction not to be a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended, each Member agrees that all exclusive, right, title and interest in and to any those newly-created copyrightable aspects of the Inventions, and all copies thereof, are hereby expressly assigned automatically to the Company without further consideration. Any agreement entered into by a Member and a third party in connection with the development of an Invention shall require the prior consent of the Company and shall further include substantially the same terms as those appearing in this Section 11.8(e) to execute any ensure that the Company obtains the same rights in the Inventions generated under such third party agreement as those set forth in this Section 11.8(e). Each Member agrees to: (a) assist the Company in obtaining and enforcing all rights and other instruments and documents requisite legal protections for the Inventions; (b) perform all acts deemed necessary or desirable in applying for by the Company to permit and obtaining patents, trademarks or copyrightsassist it, at the expense Company’s expense, in registering, recording, obtaining, maintaining, defending, enforcing and assigning Inventions or works made for hire in the International Market; and (c) execute any and all documents that the Company may reasonably request from time to time in connection therewith, including any copyright assignment document(s), without further consideration. Each Member hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Member’s agents and attorneys-in-fact to act for and in such Member’s behalf and instead of such Member, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by such Member. This designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest. Each Member agrees to promptly disclose to the Company all Inventions, all original works of authorship and all work product relating thereto. This disclosure will include complete and accurate copies of all source code, object code or machine-readable copies, documentation, work notes, flowcharts, diagrams, test data, reports, samples and other tangible evidence or results (collectively, “Tangible Embodiments”) of such Inventions, works of authorship and work product. All Tangible Embodiments of any Invention, work of authorship or work product related thereto will be deemed to have been assigned to the Company as a result of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination act of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution expressing any invention or defense work of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyauthorship therein.

Inventions. All plans(a) I will fully and promptly disclose to the Company all inventions, discoveries and discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, mask works, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively “Inventions”), whether or not patentable or unpatentablecopyrightable, provided, however, that if I am classified by the Company as only a Manager or only a consultant, I will be obligated to only make full and prompt disclosure of Company-Related Inventions (as defined below) and related Intellectual Property Rights therein (as defined below). I acknowledge that all work performed by me is on a “work for hire” basis, and I hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all my right, title and interest in all Inventions that (i) relate to the Business or devised proposed business of the Company or any of the products or services being researched, developed, manufactured or sold by Executivethe Company or which may be used with such products or services; or (ii) result from tasks assigned to me by the Company; or (iii) result from the use of premises or personal property (whether tangible or intangible) owned, whether leased or contracted for by the Company (collectively, “Company-Related Inventions”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”). I understand that if this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee or other service provider agreement to assign certain classes of inventions made by an employee or other service provider, this Section 2 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. (b) I will not incorporate, or permit to be incorporated, any Prior Invention (as defined below) in any Company-Related Invention without the Company’s prior written consent. For purposes of this Agreement, a “Prior Invention” is any Invention that I have, alone or jointly with others, from conceived, developed or reduced to practice prior to the Effective Date and continuing until the end commencement of any period during which Executive is employed by my Service Relationship with the Company Group, relating or pertaining in any way that I consider to Executive’s employment with be my property or the business property of third parties. If, in the course of my Service Relationship with the Company, I incorporate a Prior Invention into a Company Group (eachproduct, an “Invention”)process or machine or other work done for the Company, shall be promptly disclosed in writing to the Secretary of the Company and are I hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment grant to the Company or its nomineea nonexclusive, of Executive’s entire rightroyalty-free, title paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes import such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by CompanyPrior Invention.

Inventions. All plans12.1 TGB shall inform Company promptly and fully of all Inventions made or developed by it in the course of or in connection with TGB’s or any of its permitted Subcontractors (including Manufacturing Subcontractors) performance of services under this Agreement and/or on Company’s behalf. Upon request by Company, discoveries such information shall be in the form of a written report, setting forth in detail the structures, procedures, processes, compositions and methodology employed therein, as well as the results achieved thereby. 12.2 TGB hereby assigns to Company all of TGB’s rights in and to such Inventions, including all improvements, whether patentable and in and to any applications for United States or unpatentableforeign letters patent and copyrights and to any resulting letters patent and copyright registrations thereof. TGB warrants to Company that it shall secure such agreements with its employees and/or permitted Sub-contractors (including Manufacturing Subcontractors) as are necessary to carry out the provisions of this Section. TGB shall execute all documents, made or devised cause such documents to be executed, when reasonably called upon by Executive, whether alone or jointly with others, from the Effective Date Company to do so in order to perfect Company’s title and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way interest to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive propertyall Inventions. Executive TGB further agrees to execute any assignment and all powers of attorney, applications, assignments, declarations, affidavits, and any other papers in connection therewith necessary to the Company or its nominee, of Executive’s entire perfect such right, title and interest in Inventions, including related patent applications and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agreesNotwithstanding the preceding provisions of this Section 12.2, during and after termination of employment hereunder, to reasonably cooperate to the extent an Invention (i) relates solely to footwear, (ii) does not have any application to skates, wheels or footwear for rolling or grinding, and in the manner required (iii) is invented solely by TGB without material input from Company and is not based upon or related to the Company’s Confidential Information, in the prosecution or defense of then Company is hereby granted a non-exclusive, royalty free license to fully use and disclose any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations such Inventions (including hereinafter “TGB Footwear Only Inventions”) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment this Agreement and extending for three months thereafterone year after the termination or expiration of this Agreement. TGB shall own the TGB Footwear Only Inventions. Upon termination or expiration of this Agreement, whether or not Executive believes such innovations are TGB and Company agree to enter good faith negotiations for TGB to grant Company a non-exclusive license to continue to use the TGB Footwear Only Inventions, subject to reasonable royalties and commercially reasonable terms and conditions acceptable to both parties, and at terms at least as favorable to any other licensee of the TGB Footwear Only Inventions. Notwithstanding the forgoing, this Section 14.5provision shall not preclude, to permit a determination limit or prevent the use by Company as to whether or not TGB and its affiliates of the innovations should be the property of Company. Any such information shall be received in confidence by CompanyTGB Footwear Only Inventions.

Inventions. All plansIn the performance of his contract, discoveries ▇▇▇▇-▇▇▇▇ OLLAGNIER could conceive, create, develop, constitute and improvementsproduce inventions likely to be patented or not. In accordance with the provisions of article L. 611-7 of the Intellectual Property Code, whether patentable ▇▇▇▇-▇▇▇▇ OLLAGNIER acknowledges that the inventions made within the context of his employment contract which provides for an “inventive mission” which corresponds to ▇▇▇▇-▇▇▇▇ OLLAGNIER's actual duties, or, as part of studies or unpatentableresearch which have been specifically entrusted to ▇▇▇▇-▇▇▇▇ OLLAGNIER, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by belong to the Company Group, relating or pertaining in any way to Executive’s employment with or the business as of the Company Group right (each, an “InventionInventions of Mission”), and the Company will pay ▇▇▇▇-▇▇▇▇ OLLAGNIER an additional remuneration, which shall be promptly disclosed in writing determined according to the Secretary provisions of the Company Intellectual Property Code. This additional remuneration shall, in total, not be less than 0.5 (zero point five) and are hereby transferred to and not more than five (5) times ▇▇▇▇-▇▇▇▇ OLLAGNIER's monthly salary. This additional remuneration shall redound to be paid only insofar as ▇▇▇▇-▇▇▇▇ OLLAGNIER personally took part in the benefit invention. ▇▇▇▇-▇▇▇▇ OLLAGNIER further acknowledges that for all the other inventions created either (i) in the performance of his duties, (ii) in the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, field of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense activity of the Company, with respect thereto in or (iii) by using knowledge or technologies or specific methods of the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required Company or information acquired by the Company, the Company is entitled, on its demand and according to legal and regulatory applicable provisions, to have assigned the ownership of the patent protecting the invention (including all applications (or rights to request and be provided) the renewal or extensions and the rights to claim the priority, all rights and rights or similar forms of protection or equivalent that exist or may substitute in the prosecution future in all parts of the world) or defense can decide to obtain a license to all or parts of any the rights in the patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by protecting the Companyinvention in accordance with article L. 611-7 of the Intellectual Property Code. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under In accordance with the provisions of section 2870 articles R. 611-1 and seq. of the California Labor Intellectual Property Code. Executive has reviewed , ▇▇▇▇-▇▇▇▇ OLLAGNIER must promptly inform the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt Company of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or any invention made by Executive during the term of his employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companycontract.

Inventions. All plansThe Company is and will be, discoveries the sole and improvementsexclusive owner of all right, whether patentable or unpatentabletitle, made or devised by Executiveand interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, whether alone or jointly with othersthe “Deliverables”) and all other writings, from the Effective Date technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and continuing until the end materials, and all other work product of any period during which Executive is employed by nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the Company Groupcourse of performing the Services (collectively, relating or pertaining in any way to Executive’s employment with or and including the business of the Company Group (eachDeliverables, an “InventionWork Product”), shall be promptly disclosed in writing to including all patents, copyrights, trademarks (together with the Secretary of the Company goodwill symbolized thereby), trade secrets, know-how, and are other confidential or proprietary information and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Consultant hereby transferred to irrevocably and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment unconditionally assigns to the Company or its nominee, of Executive’s entire all right, title title, and interest worldwide in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after termination of employment hereunder, to reasonably cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, inventions, mask works, ideas, processes, discoveries formulas, software in source or improvements covered by this covenantobject code, but data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all necessary expenses thereof shall be paid by the Company. This Section 14.5 does not apply to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E Intellectual Property Rights (collectively, “Inventions”) and agrees that Executive’s signature acknowledges receipt of the notification. Howeverany other work product made, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, createdor learned by Consultant, derivedeither alone or with others, developedwithin the scope of Consultant’s Services to the Company (the “Company Inventions”). To the extent required by applicable copyright laws, Consultant agrees to assign in the future (when any copyrightable Inventions are first fixed in a tangible medium of expression) Consultant’s copyright rights in and to such Inventions. Any assignment of Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all moral rights. To the extent such moral rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where moral rights exist, Consultant hereby unconditionally and irrevocably waives the enforcement of such moral rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. Consultant further acknowledges and agrees that neither Consultant’s successors-in-interest nor legal heirs retain any moral rights in any Company Inventions (and any Intellectual Property Rights with respect thereto). To the extent any of the foregoing assignments in this Section 5(d) are ineffective, Consultant hereby grants to Company, in such circumstances a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to exploit such Company Inventions. Consultant acknowledges that this Section 5(d) shall not apply to inventions covered by California Labor Code Section 2870, which reads: (a) Any provision in an employment agreement which provides that an employee shall assign, or made offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by Executive during the term of employment and employee for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyemployer.

Inventions. All plansSubject to paragraph 2b., discoveries Executive agrees that all right, title, and improvementsinterest in and to (i) all discoveries, whether patentable designs, ideas, works of authorship, and inventions created, conceived, reduced to practice, or unpatentableotherwise developed, made in whole or devised in part, by Executive, whether alone jointly or jointly with othersindividually, from the Effective Date during Executive's employment or within three years following termination of employment for any reason whatsoever; (ii) all improvements, modifications, and continuing until the end derivative works to and of any period during which Executive is employed of the foregoing in (i); and (iii) all patent, copyright, trademark, trade secret and other intellectual property rights in any of the foregoing in (i) and (ii) (all the foregoing in (i)-(iii), collectively, the "Inventions") will be owned solely and exclusively by the Company GroupCompany. Without limiting the foregoing, relating or pertaining all copyrightable subject matter included in any way the Inventions shall constitute “work made for hire” under applicable copyright law. Executive will: (i) promptly and fully disclose and describe, in detail satisfactory to Executive’s employment with or the business of the Company Group (eachCompany, an “Invention”), shall be promptly disclosed all such Inventions in writing to the Secretary of the Company Company; (ii) irrevocably and are unconditionally assign, and Executive does hereby transferred to irrevocably and shall redound unconditionally assign, to the benefit of the Company Company, without further compensation or other consideration, any and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, all of Executive’s entire right's rights, title and interest in and to the Inventions, including without limitation (1) all rights to collect royalties for any Invention use, and pursue remedies for any infringement, misappropriation, or other violation, thereof and (2) all applications for letters of patent, copyright registrations, trademark, service mark, an▇ ▇▇ade dress registrations, and industrial design or other forms of protection granted for the Inventions throughout the world; (iii) deliver promptly to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto upon request and in the United States form and manner prescribed by the Company (without charge to the Company but at the Company's expense), including without limitation Executive's notarized signature in execution of, the written instruments described in paragraph b. and perform all foreign countries, other acts deemed necessary by the Company to obtain and maintain the instruments and to transfer all rights and title thereto to the Company in accordance with this Agreement; and (iv) promptly render all assistance that may be required by the CompanyCompany to enable it to protect or exploit the Inventions in any country of the world. In addition, Executive further agreesdoes hereby waive and agree never to assert any rights in the Inventions, during and after termination any part or parts thereof, that are not susceptible of employment hereunderassignment by Executive under applicable law, to reasonably cooperate including, but not limited to, any moral rights or the right to the extent and in integrity or attribution of the manner required by the CompanyInventions, in the prosecution or defense of any patent or copyright claims or any litigationother right to be associated with the Inventions as its author, inventor, or other proceeding involving any trade secrets, processes, discoveries user by name or improvements covered by this covenant, but all necessary expenses thereof shall be paid by under a pseudonym or the Company. This Section 14.5 does not apply right to an Invention which qualifies fully as a nonassignable invention under the provisions of section 2870 of the California Labor Code. Executive has reviewed the Limited Exclusion Notification attached as Exhibit E and agrees that Executive’s signature acknowledges receipt of the notification. However, Executive agrees to disclose promptly in writing to Company all innovations (including Inventions) conceived, reduced to practice, created, derived, developed, or made by Executive during the term of employment and for three months thereafter, whether or not Executive believes such innovations are subject to this Section 14.5, to permit a determination by Company as to whether or not the innovations should be the property of Company. Any such information shall be received in confidence by Companyremain anonymous.