Common use of Invention Assignment and Confidentiality Agreement Clause in Contracts

Invention Assignment and Confidentiality Agreement. (i) The Company and the Israeli Subsidiary have secured from all consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or the Israeli Subsidiary (each an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ Intellectual Property in such contribution and has obtained the waiver of all non-assignable rights. No Author has retained or will retain any rights, licenses, claims or interest whatsoever, including without limitation, to royalties, fees or other compensation with respect to any Intellectual Property developed by the Author for the Company or the Israeli Subsidiary. Without limiting the foregoing, the Company and the Israeli Subsidiary have obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors. The Company and the Israeli Subsidiary have provided to Purchaser copies of all such forms currently and historically used by the Company and the Israeli Subsidiary, as applicable, and each proprietary information and invention disclosure and Intellectual Property assignment executed by each Author conforms to the forms the Company has made available to Purchaser. (ii) The Company has secured from the Israeli Subsidiary, which has independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company, unencumbered and unrestricted exclusive ownership of, all of the Israeli Subsidiary's Intellectual Property in such contribution, except for the right to commercialize the Company Intellectual Property as set forth in the Intercompany Agreement. The Israeli Subsidiary has not retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from the Israeli Subsidiary. The Company has provided to Purchaser copies of all such forms currently and historically used by the Company and the Israeli Subsidiary, as applicable, and each proprietary information and invention disclosure and Intellectual Property assignment executed conforms to the forms the Company has made available to Purchaser.

Invention Assignment and Confidentiality Agreement. (i) The Company and the Israeli Subsidiary Acquired Companies have secured from all (i) current and former consultants, advisors, employees and employees, founders, independent contractors and any other Person who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the any Acquired Company and (ii) named inventors of patents and patent applications owned or the Israeli Subsidiary purported to be owned by any Acquired Company (each any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property in such contribution Property, and has the Acquired Companies have obtained the waiver of all non-assignable rights. No Author has retained or will retain any rights, licenses, claims or interest whatsoever, including without limitation, to royalties, fees or other compensation whatsoever with respect to any Intellectual Property developed by the Author for the Company or the Israeli Subsidiaryany Acquired Company. Without limiting the foregoing, the Company and the Israeli Subsidiary Acquired Companies have obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from all current and former AuthorsAuthors assigning all of each Author’s right and title to any Intellectual Property developed in the course of such Author’s employment or engagement with the Company to the Company and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company and the Israeli Subsidiary have provided has Made Available to Purchaser Parent copies of all forms of such forms disclosure and assignment documents currently and historically used by the each Acquired Company and the Israeli Subsidiaryand, as applicable, and each proprietary information and invention disclosure and Intellectual Property assignment executed by each Author conforms to the forms the Company has made available to Purchaser. (ii) The Company has secured from the Israeli Subsidiary, which has independently or jointly contributed to or participated in the conception, reduction to practice, creation or development case of any Intellectual Property for the Company, unencumbered patents and unrestricted exclusive ownership of, all of the Israeli Subsidiary's Intellectual Property in such contribution, except for the right to commercialize the Company Intellectual Property as set forth in the Intercompany Agreement. The Israeli Subsidiary has not retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed. Without limiting the foregoingpatent applications, the Company has obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from the Israeli Subsidiary. The Company has provided Made Available to Purchaser Parent copies of all such forms currently and historically used by the Company and the Israeli Subsidiary, as applicable, and each proprietary information and assignments. No Author is subject to any employment agreement or invention disclosure and assignment or nondisclosure agreement or other obligation with any third party that could adversely affect any Acquired Company’s rights in Company-Owned Intellectual Property assignment executed conforms to the forms the Company has made available to PurchaserProperty.

Invention Assignment and Confidentiality Agreement. (i) The In each case in which the Company and the Israeli Subsidiary have secured from all consultants, advisors, employees and independent contractors who independently has acquired or jointly contributed sought to or participated in the conception, reduction to practice, creation or development acquire ownership of any Intellectual Property Rights or Technology from any Person, including as a result of engaging such Person as a consultant, advisor, employee or independent contractor, to independently or jointly conceive, reduce to practice, create or develop any Intellectual Property Rights or Technology for or on behalf of the Company or the Israeli Subsidiary (each an “Author”), except as provided in Section 2.8(e) of the Company Disclosure Schedule, the Company has obtained unencumbered and unrestricted exclusive ownership of, by a written, valid and enforceable assignment sufficient to irrevocably transfer all of the Authors’ such Intellectual Property in such contribution Rights or Technology, and has obtained from such Authors the waiver of all non-assignable rights, including of any moral rights. No Except as provided in Section 2.8(e) of the Company Disclosure Schedule, no Author has retained or will retain any rights, licenses, claims or interest whatsoever, including without limitation, to royalties, fees or other compensation with respect to any Intellectual Property developed by the Author for the Company or the Israeli Subsidiary. Without limiting the foregoing, the Company and the Israeli Subsidiary have obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors. The Company and the Israeli Subsidiary have provided to Purchaser copies of all such forms currently and historically used by the Company and the Israeli Subsidiary, as applicable, and each proprietary information and invention disclosure and Intellectual Property assignment executed by each Author conforms to the forms the Company has made available to Purchaser. (ii) The Company has secured from the Israeli Subsidiary, which has independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company, unencumbered and unrestricted exclusive ownership of, all of the Israeli Subsidiary's Intellectual Property in such contribution, except for the right to commercialize the Company Intellectual Property as set forth in the Intercompany Agreement. The Israeli Subsidiary has not retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developedRights developed by such Author for the Company. Without limiting the foregoing, except as provided in Section 2.8(e) of the Company Disclosure Schedule, the Company has obtained written written, valid and enforceable proprietary information and invention disclosure and Intellectual Property Rights assignments from all current and former Authors pursuant to Company’s standard form of agreement. Copies of the Israeli SubsidiaryCompany’s standard form of agreement containing any assignment or license of Intellectual Property Rights from the Company’s employees (the “Employee Proprietary Information Agreement”) and the Company’s standard forms of professional services, outsourced development, consulting, or independent contractor agreements containing any assignment or license of Intellectual Property Rights (the “Consultant Proprietary Information Agreements”) have been made available to Acquiror. The Company has provided made available to Purchaser Acquiror copies of all such forms currently and historically used by the Company. Section 2.8(e) of the Company and the Israeli Subsidiary, as applicable, and each proprietary information and invention disclosure and Disclosure Schedule notes which Company Contracts containing any assignment or license of Intellectual Property assignment executed conforms Rights that deviates in any material respect from the corresponding standard form agreement provided to the forms the Company has made available to PurchaserAcquiror.

Invention Assignment and Confidentiality Agreement. (i) The With respect to Company-Owned Intellectual Property, the Company and the Israeli Subsidiary Subsidiaries have secured from all (i) current or former employees, consultants, service providers, advisors, employees and independent contractors and vendors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property Rights and/or Company Products for the Company or any of the Israeli Subsidiary Subsidiaries, not including any non-Company collaborator(s) of jointly-owned Intellectual Property, and (each an ii) named inventors of patents and patent applications for Company-Owned Intellectual Property that is solely-owned by the Company or any of the Subsidiaries (any Person described in clause (i) or (ii), a “Company Author”), unencumbered and unrestricted exclusive ownership of, all of the Company Authors’ right, title and interest in and to such Intellectual Property in such contribution Rights and has Company Products, and the Company and the Subsidiaries have obtained the waiver of all non-assignable rights. No Company Author has retained or will retain any rights, licenses, claims or interest whatsoever, including without limitation, to royalties, fees or other compensation with respect to any of Company-Owned Intellectual Property developed that is solely-owned by the Author for the Company or the Israeli Subsidiary. Without limiting the foregoing, the Company and the Israeli Subsidiary have obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors. The Company and the Israeli Subsidiary have provided to Purchaser copies of all such forms currently and historically used by the Company and the Israeli Subsidiary, as applicable, and each proprietary information and invention disclosure and Intellectual Property assignment executed by each Author conforms to the forms the Company has made available to Purchaser. (ii) The Company has secured from the Israeli Subsidiary, which has independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company, unencumbered and unrestricted exclusive ownership of, all of the Israeli Subsidiary's Intellectual Property in such contribution, except for the right to commercialize the Company Intellectual Property as set forth in the Intercompany Agreement. The Israeli Subsidiary Subsidiaries has not retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developedRights or Company Products developed by the Company Author for the Company or any of the Subsidiaries. Without limiting the foregoing, except as noted in Schedule 2.10(b) of the Company has Disclosure Letter, the Company and the Subsidiaries have obtained written valid and enforceable written proprietary information and invention disclosure and Intellectual Property Rights and work product assignments from all current and former Company Authors of Company-Owned Intellectual Property that is solely-owned by the Israeli SubsidiaryCompany or any of the Subsidiaries and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions as currently required for the purposes of prosecuting, maintaining and perfecting such Company-Owned Intellectual Property and recording the Company’s and the Subsidiaries’ ownership interests therein. The Company has provided made available to Purchaser Acquirer copies of all forms of such forms invention disclosure and assignment documents currently and historically used by the Company and the Israeli SubsidiarySubsidiaries and, as applicablein the case of patents and patent applications, and each proprietary information and invention disclosure and Intellectual Property assignment executed conforms to the forms the Company has made available to PurchaserAcquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. (i) The Company and the Israeli Subsidiary Acquired Companies have secured from all (i) current and former consultants, advisors, employees and employees, founders, independent contractors and any other Person who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for any Acquired Company that is material to the Company conduct of the Business and (ii) named inventors of patents and patent applications that are Company-Owned Intellectual Property (any Person described in clause (i) or the Israeli Subsidiary (each ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Company-Owned Intellectual Property in such contribution Property, and has the Acquired Companies have obtained the a waiver of all non-assignable rights. No Author has retained or will retain any rights, licenses, claims or interest whatsoever, including without limitation, to royalties, fees or other compensation whatsoever with respect to any Intellectual Property developed by the Author for the Company or the Israeli Subsidiaryany Acquired Company. Without limiting the foregoing, the Company and the Israeli Subsidiary Acquired Companies have obtained written and enforceable proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors. The Company and the Israeli Subsidiary have provided Authors assigning to Purchaser copies of all such forms currently and historically used by the Company and the Israeli Subsidiary, as applicable, and each proprietary information and invention disclosure and Intellectual Property assignment executed by each Author conforms to the forms the Company has made available to Purchaser. (ii) The Company has secured from the Israeli Subsidiary, which has independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company, unencumbered and unrestricted exclusive ownership of, all of the Israeli Subsidiary's Intellectual Property in such contribution, except for the each Author’s right to commercialize the Company Intellectual Property as set forth in the Intercompany Agreement. The Israeli Subsidiary has not retained any rights, licenses, claims or interest whatsoever with respect and title to any Intellectual Property developed. Without limiting developed in the foregoing, course of such Author’s employment or engagement with the Company has obtained written that is material to the conduct of the Business. In the case of patents and enforceable patent applications, all required proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors have been recorded with the Israeli Subsidiaryrelevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided Made Available to Purchaser Parent copies of all forms of such forms disclosure and assignment documents currently and historically used by each Acquired Company and, in the Company case of patents and the Israeli Subsidiarypatent applications, as applicable, and each proprietary information and invention disclosure and Intellectual Property assignment executed conforms to the forms the Company has made available Made Available to PurchaserParent copies of all such assignments. No Author is subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that would reasonably be expected to adversely affect any Acquired Company’s rights in any Company-Owned Intellectual Property that is material to the conduct of the Business.