Common use of DISCLOSURE AND ASSIGNMENT OF DISCOVERIES Clause in Contracts

DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) Executive hereby covenants and agrees to disclose promptly and fully, in writing, whenever possible, to the Corporation and its attorneys and designated representatives, without additional compensation, all ideas, formulae, programs, systems, devices, inventions, processes, business concepts, discoveries, improvements, developments, works of authorship, product marks and designations, technical information and know-how, whether or not patentable, copyrightable or otherwise protectable relating to personalized diet and nutrition programs (together, the "Developments"), which he may conceive, develop, reduce to practice, acquire or make, alone or jointly with others: (i) during the term of his employment with the Corporation, whether during or outside of the usual hours of work; and (ii) during the Post-Termination Period, as defined in Section 8 below. Notwithstanding the foregoing, no obligation is being imposed on Executive to assign to the Corporation any Development for which no equipment, supplies, facility, or trade secret information of the Corporation was used and that was developed entirely on Executive's own time, unless: (a) such Development relates (1) to the Corporation's business or (2) to the Corporation's actual or demonstrably anticipated research or development, or (b) the Development results from any work performed by Executive for the Corporation. Executive hereby agrees that all of his right, title and interest in and to such Developments shall be deemed the sole and exclusive property of the Corporation and shall be subject to the confidentiality provisions of Section 7 as confidential information of the Corporation. (b) Executive, when requested and required to do so, either during or after the term of his employment with the Corporation, shall cooperate.

DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) Executive hereby covenants and agrees to disclose promptly and fully, in writing, whenever possible, to the Corporation and its attorneys and designated representatives, without additional compensation, all ideas, formulae, programs, systems, devices, inventions, processes, business concepts, discoveries, improvements, developments, works of authorship, product marks and designations, technical information and know-how, whether or not patentable, copyrightable or otherwise protectable relating to personalized diet and nutrition programs (together, the "Developments"), which he may conceive, develop, reduce to practice, acquire or make, alone or jointly with others: (i) during the term of his employment with the Corporation, whether during or outside of the usual hours of work; and (ii) during the Post-Termination Period, as defined in Section 8 below. Notwithstanding the foregoing, no obligation is being imposed on Executive to assign to the Corporation any Development for which no equipment, supplies, facility, or trade secret information of the Corporation was used and that was developed entirely on Executive's own time, unless: (a) such Development relates (1) to the Corporation's business or (2) to the Corporation's actual or demonstrably anticipated research or development, or (b) the Development results from any work performed by Executive for the Corporation. Executive hereby agrees that all of his right, title and interest in and to such Developments shall be deemed the sole and exclusive property of the Corporation and shall be subject to the confidentiality provisions of Section 7 as confidential information of the Corporation. (b) Executive, when requested and required to do so, either during or after the term of his employment with the Corporation, shall: (i) assign and convey to the Corporation his entire right, title and interest in and to the Developments to the extent not owned by the Corporation as a matter of law from the time of their creation and execute, acknowledge and deliver all such further instruments and documents, in form and substance satisfactory to the Corporation, as it shall cooperatedeem reasonably necessary or advisable to evidence the vesting in the Corporation of all right, title and interest of Executive in and to the Developments; (ii) assist the Corporation and its agents in preparing patent applications, domestic and foreign, covering the Developments; (iii) sign and deliver all such applications and assignments of the same to the Corporation; and (iv) generally give all information and testimony, sign all papers and do all things which may be needed or requested by the Corporation to the end that the Corporation may obtain, extend, reissue, maintain and enforce United States and foreign patents covering the Developments. (c) The Corporation shall bear all costs and expenses which it causes to be incurred in obtaining, extending, issuing, reissuing, maintaining and enforcing such patents and in investing and perfecting title thereto in the Corporation, and agrees further to pay Executive for any time which it may require of him therefor, and for any services that may be required of him pursuant to subparagraph 6(b), subsequent to the termination of his employment with the Corporation, such payment to be at an hourly rate equivalent to that at which Executive is paid at the time of the termination of his employment by the Corporation. (d) In the event of the unenforceability of all or part of the foregoing provisions of this Paragraph 6, as determined by a court of competent jurisdiction, Executive hereby transfers and assigns to the Corporation such lesser interests in the Developments, including, without limitations, any and all United States and foreign patent rights therein and renewals thereof, as may be determined by such a court to be a reasonable grant of interests under the circumstances, but, in any event, and without limitation, Executive shall be deemed to have granted to the Corporation not less than an irrevocable, non- exclusive license, with the right to sublicense others, to manufacture, use, lease and sell the Developments which have not been assigned to the Corporation under the provisions of subparagraph 6(b), without payment of any royalty.

DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. (a) Executive hereby covenants and agrees to disclose promptly and fully, in writing, whenever possible, to the Corporation and its attorneys and designated representatives, without additional compensation, all ideas, formulae, programs, systems, devices, inventions, processes, business concepts, discoveries, improvements, developments, works of authorship, product marks and designations, technical information and know-how, whether or not patentable, copyrightable or otherwise protectable relating to personalized diet and nutrition programs (together, the "Developments"), which he she may conceive, develop, reduce to practice, acquire or make, alone or jointly with others: (i) during the term of his her employment with the Corporation, whether during or outside of the usual hours of work; and (ii) during the Post-Termination Period, as defined in Section 8 below. Notwithstanding the foregoing, no obligation is being imposed on Executive to assign to the Corporation any Development for which no equipment, supplies, facility, or trade secret information of the Corporation was used and that was developed entirely on Executive's own time, unless: (a) such Development relates (1) to the Corporation's business or (2) to the Corporation's actual or demonstrably anticipated research or development, or (b) the Development results from any work performed by Executive for the Corporation. Executive hereby agrees that all of his her right, title and interest in and to such Developments shall be deemed the sole and exclusive property of the Corporation and shall be subject to the confidentiality provisions of Section 7 as confidential information of the Corporation. (b) Executive, when requested and required to do so, either during or after the term of his her employment with the Corporation, shall: (i) assign and convey to the Corporation her entire right, title and interest in and to the Developments to the extent not owned by the Corporation as a matter of law from the time of their creation and execute, acknowledge and deliver all such further instruments and documents, in form and substance satisfactory to the Corporation, as it shall cooperatedeem reasonably necessary or advisable to evidence the vesting in the Corporation of all right, title and interest of Executive in and to the Developments; (ii) assist the Corporation and its agents in preparing patent applications, domestic and foreign, covering the Developments; (iii) sign and deliver all such applications and assignments of the same to the Corporation; and (iv) generally give all information and testimony, sign all papers and do all things which may be needed or requested by the Corporation to the end that the Corporation may obtain, extend, reissue, maintain and enforce United States and foreign patents covering the Developments. (c) The Corporation shall bear all costs and expenses which it causes to be incurred in obtaining, extending, issuing, reissuing, maintaining and enforcing such patents and in investing and perfecting title thereto in the Corporation, and agrees further to pay Executive for any time which it may require of her therefor, and for any services that may be required of her pursuant to subparagraph 6(b), subsequent to the termination of her employment with the Corporation, such payment to be at an hourly rate equivalent to that at which Executive is paid at the time of the termination of her employment by the Corporation. (d) In the event of the unenforceability of all or part of the foregoing provisions of this Paragraph 6, as determined by a court of competent jurisdiction, Executive hereby transfers and assigns to the Corporation such lesser interests in the Developments, including, without limitations, any and all United States and foreign patent rights therein and renewals thereof, as may be determined by such a court to be a reasonable grant of interests under the circumstances, but, in any event, and without limitation, Executive shall be deemed to have granted to the Corporation not less than an irrevocable, non- exclusive license, with the right to sublicense others, to manufacture, use, lease and sell the Developments which have not been assigned to the Corporation under the provisions of subparagraph 6(b), without payment of any royalty.