Common use of Applicability to Past Activities Clause in Contracts

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if If and to the extent that that, for a period of time prior to the Effective Date of this Agreement (the “Prior Consulting Period”), Consultant provided any services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of Consultant’s involvement with the Company, that would have been “Services” Services if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting PeriodAgreement, and: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) Information if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with the Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant Contractor agrees that if and to the extent that Consultant Contractor provided any services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of ConsultantContractor’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant Contractor received access to any information from or on behalf of Company that would have been “Confidential Information” (as defined below) if Consultant Contractor received access to such information during the term of this Agreement; or (ii) Consultant Contractor (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of ConsultantContractor’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement, or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or Prior Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant Contractor further acknowledges that Consultant Contractor has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Consulting Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Consulting Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Consulting Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention if incorporated into such item during the term of this Consulting Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or Prior Invention hereunder, and this Consulting Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Consulting Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.. (signature page follows)

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with the Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or Prior Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18Compannt wyith tihenComapannyt, 2015 (the thiatcipatio would haSverevicesb”eeinf “Prior Agreement”) or in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term thPreior Ctonesurltimng of this Agreement (the “Prior Consulting th Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any Con information from or on behalf of Company that would have been “Confidential Information” (as defined below) if Consultant thCoanftidenwtiaol Inufolrmdatiohn”avief bCeoensu“lt received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, that would o have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or Prior Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company under that certain Consulting Agreement by after the Separation Date and between Consultant and Company dated as of December 18, 2015 (prior to the “Prior Agreement”) or Effective Date in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term Term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term Term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term Term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention if incorporated into such item during the Term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or Prior Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term Term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” Information hereunder and any such item shall be deemed an “Invention” Invention or Prior Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period. For avoidance of doubt, this Section 12.J would not apply to any prior employment or services with the Company, including as its former CFO and, as noted above, is not intended to supersede the terms and conditions of the Proprietary Information Agreement or any other such agreement with the Company in connection with such prior employment and services to the Company’s CFO, including any post-employment obligations thereunder.

Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services work or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre- existing invention, improvement, development, concept, discovery or other proprietary information that would have been a “Prior Invention” (as defined below) if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.

Applicability to Past Activities. The Company, VAMI and the Assigned Consultant agrees each acknowledge that if VAMI and to the extent that Assigned Consultant provided any have performed work, activities, services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company under that certain Consulting Agreement by and between Consultant and Company dated as of December 18, 2015 (the “Prior Agreement”) or in anticipation of VAMI and the Assigned Consultant’s involvement with the Company, that would have been “Servicesservices” if performed during the term of this agreement, for a period of time prior to the effective date of this agreement, including, but not limited to the period covered by the Prior Agreement (the “Prior Consulting Period”) ). Accordingly, if and to the extent that that, during the Prior Consulting Period: (i) VAMI and the Assigned Consultant received access to any information from or on behalf of the Company that would have been “Confidential Information” confidential information (as defined below) if VAMI and the Assigned Consultant received access to such information during the term of this Agreement; or (ii) VAMI and the Assigned Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Companythe company, or related to the current or prospective business of the Company in anticipation of VAMI and the Assigned Consultant’s involvement with the Company, that would have been an “Invention” invention (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreementagreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a prior invention (as defined below) if incorporated into such item during the term of this agreement; then any such information shall be deemed “Confidential Informationconfidential information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.