Common use of Developments Clause in Contracts

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "Intellectual Work Product") shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the Company, and, at the Company's expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "Pre-existing Property") identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's ’s facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "“Intellectual Work Product"”) shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's ’s facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the CompanyDirectors, and, at the Company's ’s expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's ’s signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's ’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's ’s agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "“Pre-existing Property"”) identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.

Developments. (a) The Employee Stakeholder acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee Stakeholder creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Termemployment or service with Broadpoint, Company or any of their affiliates, whether during working hours or at the Company's any facility of Broadpoint, Company or any of their affiliates or at any other time or location, and whether upon the request or suggestion of the Broadpoint, Company or otherwise, (collectively, "“Intellectual Work Product"”) shall be the sole and exclusive property of the CompanyBroadpoint. The Employee Stakeholder shall promptly disclose to the Company Broadpoint all Intellectual Work Product, and the Employee Stakeholder shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industrybusiness of Broadpoint, Company or any of their affiliates, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's any facility of Broadpoint, Company or any of their affiliates or using any other Company Broadpoint related resource. (b1) The Employee Stakeholder acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee Stakeholder may retain an interest in any Intellectual Work Product, the Employee Stakeholder hereby irrevocably assigns and transfers to the Company Broadpoint any and all right, title, or interest that the Employee Stakeholder may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company Broadpoint shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c2) The Employee Stakeholder shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the CompanyDirectors, and, at the Company's Broadpoint’s expense, shall cooperate with the Company Broadpoint and execute such documents as may be necessary or appropriate (i) in the event that the Company Broadpoint desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d3) In the event the Company Broadpoint is unable after reasonable effort to secure the Employee's Stakeholder’s signature on any of the documents referenced in Section 6.2 (c3(b)(2) hereof, whether because of the Employee's Stakeholder’s physical or mental incapacity or for any other reason whatsoever, the Employee Stakeholder hereby irrevocably designates and appoints the Company Broadpoint and its duly authorized officers and agents as the Employee's Stakeholder’s agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the EmployeeStakeholder. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "Pre-existing Property") identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's ’s facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "“Intellectual Work Product"”) shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's ’s facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the Company, and, at the Company's ’s expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's ’s signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's ’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's ’s agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "“Pre-existing Property"”) identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's ’s facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "“Intellectual Work Product"”) shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's ’s facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the Company, and, at the Company's ’s expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any Employee Name: Jxxxx Xxxxx Employment Agreement Ver. 01/2003 opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's ’s signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's ’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's ’s agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "“Pre-existing Property"”) identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's ’s facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "“Intellectual Work Product"”) shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's ’s facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the Company, and, at the Company's ’s expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any Employee Name: Dxxxxx X. Xxxxxx, Ph.D. Employment Agreement Ver. 01/2003 Dated March 19, 2004 Page 4 of 14 opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's ’s signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's ’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's ’s agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "“Pre-existing Property"”) identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's ’s facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "“Intellectual Work Product"”) shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's ’s facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the Company, and, at the Company's ’s expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any Employee Name: Dxxxx X. Xxxxx, Xx. Employment Agreement Ver. 01/2003 Dated July 1, 2004 Page 4 of 14 opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's ’s signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's ’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's ’s agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "“Pre-existing Property"”) identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "Intellectual Work Product") shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the Company, and, at the Company's expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "Pre-existing Property") identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.be

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's ’s facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "“Intellectual Work Product"”) shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's ’s facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the Company, and, at the Company's ’s expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any Employee Name: Jxxxxx X. Xxxxx, P.E. Employment Agreement Ver. 01/2003 Dated August 4, 2004 Page 4 of 14 opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's ’s signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's ’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's ’s agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "“Pre-existing Property"”) identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.

Developments. (a) The Employee acknowledges that all right, title and interest in and to any and all writings, documents, inventions, discoveries, ideas, developments, information, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, memoranda, tests, research, designs, innovations, systems, analyses, specifications, models, data, diagrams, flow charts, and/or techniques (whether patentable or non-patentable or whether reduced to written or electronic form or otherwise) that the Employee creates, makes, conceives, discovers or develops, either solely or jointly with any other person, at any time during the Term, whether during working hours or at the Company's facility or at any other time or location, and whether upon the request or suggestion of the Company or otherwise, (collectively, "Intellectual Work Product") shall be the sole and exclusive property of the Company. The Employee shall promptly disclose to the Company all Intellectual Work Product, and the Employee shall have no claim for additional compensation for the Intellectual Work Product, except for any excluded Intellectual Work Product that is wholly unrelated to the pharmaceutical industry, in the broadest sense, provided that such Intellectual Work Product is not conceived, discovered or developed, either solely or jointly with any other person during working hours or at the Company's facility or using any other Company resource. (b) The Employee acknowledges that all the Intellectual Work Product that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, the Employee may retain an interest in any Intellectual Work Product, the Employee hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Employee may have in the Intellectual Work Product under copyright, patent, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, and trademarks with respect thereto. (c) The Employee shall reveal promptly all information relating to any such Intellectual Property to the Board of Directors of the Company, and, at the Company's expense, shall cooperate with the Company and execute such documents as may be necessary or appropriate (i) in the event that the Company desires to seek copyright, patent or trademark protection, or other analogous protection, thereafter relating to the Intellectual Work Product, and when such protection is obtained, renew and restore the same, or (ii) to defend any opposition proceedings in respect of obtaining and maintaining such copyright, patent or trademark protection, or other analogous protection. (d) In the event the Company is unable after reasonable effort to secure the Employee's signature on any of the documents referenced in Section 6.2 (c) hereof, whether because of the Employee's physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee's agent and attorney-in-fact, to act for and on the behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further the prosecution and issuance of any such copyright, patent or trademark protection, or other analogous protection, with the same legal force and effect as if executed by the Employee. (e) The Employee represents that the innovations, designs, systems, analyses, ideas, and all copyrights, patents, trademarks and trade names, or similar intangible personal property (collectively, the "Pre-existing Property") identified on Schedule I hereof comprise all of the innovations, designs, systems, analyses, ideas and all copyrights, patents, trademarks and trade names, or similar intangible personal property that the Employee has made or conceived of prior to the date hereof, and same are excluded from the operation of the other provisions of this Section 6.2. In the event that the Employee learns of any Pre-existing Property that he inadvertently failed to include in Schedule I, and the circumstances surrounding the failure of such inclusion are reasonably satisfactory to the Company, the Employee and the Company shall jointly amend Schedule I to include such property.or