Common use of Inventions Retained and Licensed Clause in Contracts

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her service for the Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive Employee has attached hereto, as Schedule BExhibit A, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practiceinventions, original works of authorship authorship, developments, designs, work products, innovations, concepts, know-how and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive Employee prior to the ExecutiveEmployee’s employment by with the Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong to Employee, which relate to the GroupCompany’s actual current or proposed business, products or research and development, whether or not specifically within Employee’s duties or responsibilities with the Company, whether or not patentable or registrable under copyright or similar laws and (iii) whether or not reduced to writing, and which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive Employee represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BIf, the Executive hereby acknowledges and represents that, if in the course of his/her service for Employee’s employment with the GroupCompany, the Executive Employee incorporates into a Group Company product, process process, program, software or machine a Prior Invention owned by the Executive Employee or in which he/she Employee has an interest, (a) the Group Company is hereby granted and shall have a nonexclusive, royalty-free, transferable, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sellreproduce, sublicense distribute, create derivative works from, publicly perform, publicly display and otherwise distribute sell such Prior Invention as part of of, or in connection with such product, process process, program, software, work or machine. Employee agrees that Employee will not, and (b) he/she has all necessary rightswithout the prior approval of the Company, powers and authorization to use such Prior Invention incorporate in the manner it is used and such use will not infringe any right of Company product, process, program, software, work or machine any companyphotographs, entity video or person. The Executive hereby agrees to indemnify the Group and hold it harmless film, music, computer programs or other materials obtained from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer party (via the Internet or sale by otherwise) for which the Group of Company has not been granted an express license for such Prior Inventionincorporation.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs trade secrets, and discoveries, whether or not patentable and whether or not reduced to practice, original IC layout designs/mask works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive prior to his or jointly her employment with others) that (i) were developed by Executive prior the Company which belong to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, the The Executive hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the The Executive hereby acknowledges and represents thatagrees that he or she will not incorporate any Prior Inventions into any products, processes or machines of the Company Group; provided, however, that if in the course of his/her service for the GroupExecutive’s employment with the Company, the Executive he or she incorporates into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive or in which he/he or she has an interest, (a) the Group is Executive hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person represents that he or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs trade secrets, and discoveries, whether or not patentable and whether or not reduced to practice, original IC layout designs/mask works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive prior to his or jointly her employment with others) that (i) were developed by Executive prior the Company which belong to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, the Executive hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the The Executive hereby acknowledges and represents thatagrees that he or she will not incorporate any Prior Inventions into any products, processes or machines of the Company Group; provided, however, that if in the course of his/her service for the GroupExecutive’s employment with the Company, the Executive he or she incorporates into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive or in which he/he or she has an interest, (a) the Group is Executive hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person represents that he or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing with particularity all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and authorship, developments, trade secrets and improvements made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s commencement of his employment by with the Company (collectively, collectively referred to as “Prior Inventions”), which (i) belong solely to the Executive or belong to the Executive jointly with another, (ii) relate in any way to the GroupCompany’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if Company hereunder (“Prior Inventions”). If no such list is attachedprovided, the Executive represents and warrants that there are the Executive has no such rights or interests in or to the Prior Inventions. Except to the extent set forth in Schedule The Executive further represents and warrants that if any Prior Inventions are included on Exhibit B, those Inventions will not materially affect the Executive’s ability to perform all obligations under this Agreement. The Executive hereby acknowledges and represents that, if shall inform the Company in writing before incorporating such Prior Inventions into any Inventions or otherwise utilizing such Prior Inventions in the course of his/her service for the GroupExecutive’s employment with the Company, and the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, perpetual, transferable worldwide right and license (which may be freely transferred by with the Group right to any other person or entitygrant and authorize sublicenses) to make, have made, modifyuse, useimport, offer for sale, sell, sublicense reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise distribute exploit such Prior Invention Inventions, without restriction, including, without limitation, as part of or in connection with such product, process or machineInventions, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe practice any right of any company, entity or personmethod related thereto. The Executive hereby agrees to indemnify will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Inventions without the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third partyCompany’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionprior written permission.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BA, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BA, the Executive hereby acknowledges and represents that, if in the course of his/her service for the Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her his service for the Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she he has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she he has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule BExhibit A, a list describing with particularity all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s my employment by with the Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong solely to me or belong to me jointly with another, which relate in any way to the GroupCompany’s actual current or proposed businessbusinesses, products or research and development, and (iii) which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except If disclosure of any Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Agreement, but am only to disclose a cursory name for each such Prior Invention, a listing of the extent set forth in Schedule B, party or parties to whom or which it belongs and the Executive hereby acknowledges and represents that, if fact that full disclosure as to such Prior Invention has not been made for that reason. If in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group Company product, process or machine service a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) I hereby grant to the Group is hereby granted and shall have Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide right and license (which may be freely transferred by with the Group right to any other person or entitysublicense) to make, have made, copy, modify, use, sellmake derivative works of, sublicense sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machineservice, and (b) he/she has all necessary rightsto practice any method related thereto. However, powers and authorization I further agree that I will not incorporate, or permit to use such be incorporated, any Prior Invention in without the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third partyCompany’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionprior written consent.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule BExhibit A, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs trade secrets, and discoveries, whether or not patentable and whether or not reduced to practice, original IC lay-out designs/mask works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s my employment by with the Company (collectivelywhich belong to me, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except to I agree that I will not incorporate any Prior Inventions into any products, processes or machines of the extent set forth in Schedule BCompany Group; provided, the Executive hereby acknowledges and represents thathowever, that if in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) the Group is hereby granted and shall I represent that I have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use, sell and otherwise exploit such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees I agree to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such a Prior Invention.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule B, Exhibit A. a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s my employment by with the Company (collectivelywhich belong to me, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunder‘hereunder (Collectively referred to as “Prior Inventions”); or, or if no such list is attached. I represent that, the Executive represents that there are no such Prior Inventions. Except to I agree that I will not incorporate any Prior Inventions into any products. Processes or machines of the extent set forth in Schedule BCompany Group; provided, the Executive hereby acknowledges and represents that, however. that if in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group it product, process or machine a of the Company Group Prior Invention invention owned by the Executive me or in which he/she has Which I have an interest, (a) the Group is hereby granted and shall I represent that I have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make,’ have made modify, use, sell and otherwise exploit such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees I agree to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such a Prior Inventioninvention.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule Exhibit B, a list describing with particularity all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practiceideas, original works of authorship authorship, developments, concepts, know-how, improvements, trade secrets, and trade secrets other proprietary information or intellectual property rights which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s employment by commencement of the Company Relationship (collectively, collectively referred to as “Prior Inventions”), (ii) which belong solely to me or belong to me jointly with another, including those which relate in any way to any of the GroupCompany’s actual or proposed businessbusinesses, products or research and development, and (iii) which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except to the extent set forth in Schedule BIf, the Executive hereby acknowledges and represents that, if in the course of his/her service for the GroupRelationship, the Executive incorporates I incorporate into a Group Company product, process or machine machine, or any Invention, a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) the Group Company is hereby granted and shall have a nonexclusivenon-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide right and license (which may be freely transferred by with the Group right to any other person or entitysublicense) to make, have made, copy, modify, make derivative works of, use, offer for sale, sell, sublicense reproduce, distribute, adapt, display, perform, import, and otherwise distribute exploit such Prior Invention without restriction, including as part of or in connection with such product, process process, machine, or Invention, and to practice any method relating thereto. I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Company product, process, or machine, and (b) he/she has all necessary rightsor any Invention, powers and authorization to use such Prior Invention in without the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third partyCompany’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionprior written permission.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule BExhibit A, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s my employment by with the Company (collectivelywhich belong to me, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except to I agree that I will not incorporate any Prior Inventions into any products, processes or machines of the extent set forth in Schedule BCompany Group; provided, the Executive hereby acknowledges and represents thathowever, that if in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) the Group is hereby granted and shall I represent that I have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use, sell and otherwise exploit such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees I agree to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such a Prior Invention.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her service for the Group, the Executive incorporates into a Group product, process or machine service a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machineservice, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit D, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements and trade secrets made that were made, conceived or conceived by or belonging first reduced to the Executive (whether made solely practice by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s his employment by with the Company (collectively, collectively referred to as “Prior Inventions”), which belong to the Executive or a third party (ii) such as a former employer), which relate to the GroupCompany’s (or any Subsidiary’s) actual or proposed business, products or research and development, and (iii) which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except If disclosure of any such Prior Invention would cause the Executive to the extent set forth in Schedule Bviolate any prior confidentiality agreement, the Executive hereby acknowledges understands that he is not to list such Prior Inventions in Exhibit D but is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and represents thatthe fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit D for such purpose. If, if in the course of his/her service for the Group, Executive’s employment with the Company the Executive incorporates into a Group Company or Subsidiary product, process material, process, machine or machine service, a Prior Invention owned by the Executive or in which he/she he has an interest, (a) the Group is Executive hereby granted and shall have grants to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group with rights to any other person or entitysublicense through multiple tiers of sublicensees) to make, have made, modify, make derivative works of, use, disclose, reproduce, distribute, offer to sell, sell, sublicense have sold, import and otherwise distribute exploit such Prior Invention as part of or in connection with such product, process material, process, machine or machineservice, and (b) he/she has all necessary rightsto practice any method related thereto. Notwithstanding the foregoing, powers and authorization to use such Prior Invention in the manner it is used and such use Executive agrees that he will not infringe incorporate, or permit to be incorporated, Prior Inventions in any right of any companyCompany or Subsidiary product, entity material, process, machine or person. The Executive hereby agrees to indemnify service without the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third partyCompany’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionprior written consent.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit C, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs trade secrets, and discoveries, whether or not patentable and whether or not reduced to practice, original IC layout designs/mask works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly prior to [his/her] employment with others) that (i) were developed by Executive prior the Company which belong to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, the The Executive hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the The Executive hereby acknowledges and represents thatagrees that he or she will not incorporate any Prior Inventions into any products, processes or machines of the Company Group; provided, however, that if in the course of his/her service for the GroupExecutive’s employment with the Company, the Executive he or she incorporates into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive or in which he/he or she has an interest, (a) the Group is Executive hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person represents that he or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys’ fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule BExhibit A, a list describing with particularity all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and authorship, developments, trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that and improvements (i) were developed made by Executive me prior to the Executive’s employment date I became employed by the Company (collectivelyii) in which I have an ownership interest prior to, “Prior Inventions”)or separate from, my employment with the Company as provided for in the laws of the state in which I am employed, which (x) belong solely to me or belong to me jointly with another, (iiy) relate in any way to any of the GroupCompany’s actual or proposed businessbusinesses, products or research and development, and (iiiz) are not assigned to the Group hereunder; or, if Company hereunder (“Other Inventions”). If no such list is attachedprovided in Exhibit A, the Executive represents I represent and warrant that there are I have no such Prior rights or interests in or to Other Inventions. Except Furthermore, I represent and warrant that if any Other Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform the extent set forth Company in Schedule B, the Executive hereby acknowledges and represents that, if writing before incorporating such Other Inventions into any Invention or otherwise utilizing such Other Inventions in the course of his/her service for my employment with the GroupCompany, and the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, perpetual, transferable worldwide right and license (which may be freely transferred by with the Group right to any other person or entitygrant and authorize sublicenses) to make, have made, modifyuse, useimport, offer for sale, sell, sublicense reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise distribute exploit such Prior Invention Other Inventions, without restriction, including, without limitation, as part of or in connection with such product, process or machineInvention, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use practice any method related thereto. I will not infringe incorporate any right invention, improvement, development, concept, discovery, work of authorship, computer software code or other proprietary information owned by any company, entity or person. The Executive hereby agrees to indemnify third party into any Invention without the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third partyCompany’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionprior written permission.

Inventions Retained and Licensed. The Executive has I have attached hereto, hereto as Schedule BExhibit A, a list describing all inventions, ideaspatents, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets made that were conceived in whole or conceived in part by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s my employment by with the Company (collectively, “Prior Inventions”), (ii) which belong solely to me or belong to me jointly with others, and which relate to the GroupCompany’s actual or proposed business, products products, or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents I represent and warrant that there are no such Prior Inventions. Except Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to the extent set forth in Schedule Bperform all obligations under this Agreement. If, the Executive hereby acknowledges and represents that, if in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group or use in connection with any product, process process, service, technology, or machine other work by or on behalf of the Company any Prior Inventions, I hereby grant to the Legend Biotech Group a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group is hereby granted and shall have a nonexclusivenon-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, worldwide license, with the right to grant and license (which may be freely transferred by the Group to any other person or entity) authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, sublicense reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise distribute exploit such Prior Invention Inventions without restriction, including, without limitation, as part of or in connection with such product, process process, service, technology, or machineother work, and (b) he/she has all necessary rights, powers to practice any method related thereto. I agree not to incorporate or use of any Prior Inventions without written consent of the Company. I further represent and authorization to warrant that the incorporation and use such of any Prior Invention in the manner it is used and such use Inventions will not infringe upon any right party or person’s rights or interests in the Prior Inventions, including but not limited to their intellectual property rights. Moreover, I agree to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting from my incorporation or use of any companyPrior Inventions, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including as well as any reasonable legal attorneys’ fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventioncosts.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s 's employment by the Company (collectively, “"Prior Inventions”"), (ii) relate to the Group’s 's actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her his service for the Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she he has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she he has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s 's rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached heretoEmployee will inform the Company, as Schedule Bin writing, a list describing all before incorporating any inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practiceideas, original works of authorship and authorship, developments, improvements, trade secrets made and other proprietary information or conceived by or belonging to the Executive (whether made solely intellectual property rights owned by the Executive Employee or jointly with others) that (i) were developed by Executive in which the Employee has an interest prior to the ExecutiveEmployee’s employment by with the Company (collectively, “"Prior Inventions”)") into any Invention or otherwise utilizing any Prior Invention in the course of the Employee’s employment with the Company; and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (iiwith the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such incorporated or utilized Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Employee will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the Company's prior written permission. The Employee executes the list describing all Prior Inventions that relate to the Group’s actual Company's current or proposed anticipated business, products products, or research and development, and (iii) are not assigned to the Group hereunder; development or, if no such list is attached, the Executive Employee represents and warrants that there are no such Prior Inventions. Except to the extent set forth in Schedule BInventions hereto as Exhibit A. Furthermore, the Executive hereby acknowledges Employee represents and represents thatwarrants that if any Prior Inventions are included on Exhibit A, if in they shall not materially affect the course of his/her service for the Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group Employee’s ability to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has perform all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionobligations under this Agreement.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets secrets, which were made or conceived by or belonging to the Executive (whether made solely by the Executive prior to his or jointly her employment with others) that (i) were developed by Executive prior the Company which belong to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, the The Executive hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the The Executive hereby acknowledges and represents thatagrees that he or she will not incorporate any Prior Inventions into any products, processes or machines of the Company Group; provided, however, that if in the course of his/her service for the GroupExecutive’s employment with the Company, the Executive he or she incorporates into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive or in which he/he or she has an interest, (a) the Group is Executive hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person represents that he or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule BExhibit A, a list describing with particularity all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s my employment by with the Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong solely to me or belong to me jointly with another, which relate in any way to the GroupCompany’s actual current or proposed businessbusinesses, products or research and development, and (iii) which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except If disclosure of any Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A, but am only to disclose a cursory name for each such Prior Invention, a listing of the extent set forth in Schedule B, party or parties to whom or which it belongs and the Executive hereby acknowledges and represents that, if fact that full disclosure as to such Prior Invention has not been made for that reason. If in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group Company product, process or machine service a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) I hereby grant to the Group is hereby granted and shall have Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide right and license (which may be freely transferred by with the Group right to any other person or entitysublicense) to make, have made, copy, modify, use, sellmake derivative works of, sublicense sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machineservice, and (b) he/she has all necessary rightsto practice any method related thereto. However, powers and authorization I further agree that I will not incorporate, or permit to use such be incorporated, any Prior Invention in without the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third partyCompany’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionprior written consent.

Inventions Retained and Licensed. The Executive has attached heretoIf in the course of the Employee’s employment by any of the Company Entities, as Schedule Bthe Employee incorporates into a Company Entities product, a list describing all inventionsdevice, ideasprocess, improvementsservice or machine, designs and discoveries, whether or not patentable and whether or not reduced to practicean invention, original works work of authorship and authorship, development, improvement or trade secrets made or conceived by or belonging to secret that the Executive (whether made solely by the Executive Employee, alone or jointly with others, created, conceived, developed or reduced to practice (or caused to be created, conceived, developed or reduced to practice) that (i) were developed by Executive prior to the Executivecommencement of the Employee’s employment by any of the Company Entities (collectively, collectively referred to as “Prior Inventions”), the Company (iiand/or any of the other Company Entities, as the case may be) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her service for the Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, (a) the Group is hereby granted and shall have a nonexclusivenon-exclusive, fully-paid and royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group with rights to any other person or entitysublicense through multiple levels of sublicensees) to reproduce, make, have made, make derivative works of, modify, otherwise use, sellimport, sublicense offer for sale, sell and otherwise distribute exercise any and all present and future rights in, such Prior Invention Inventions as part of or in connection with such product, process device, process, service or machine. The Employee represents that all Prior Inventions are listed on Schedule 1 hereto, which is part of this Agreement; except that if disclosure of an item on Schedule 1 would cause the Employee to violate any prior confidentiality agreement, then the Employee has disclosed a cursory name for each such Prior Invention, a listing of all parties to whom it belongs and (b) he/she has all necessary rights, powers and authorization the fact that the full disclosure as to use such Prior Invention has not been made because of the Employee’s prior obligation of confidentiality. A space is provided on Schedule 1 for such purpose. If there are no Prior Inventions, the Employee shall indicate “none” in the manner it is used and such use will not infringe any right of any company, entity or personspace provided. The Executive hereby agrees to indemnify the Group Employee shall also sign and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventiondate Schedule 1 where indicated.

Inventions Retained and Licensed. The Executive has To preclude any possible uncertainty over the ownership of any invention, I have attached hereto, as Schedule BExhibit A, a complete list describing of all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which (i) were made or conceived by or belonging to the Executive (whether made solely by the Executive me, either alone or jointly with others) that (i) were developed by Executive , prior to my commencement of my employment with the Executive’s Company, independently and not as a part of or relation to my employment by with the Company (collectively, “Prior Inventions”)Company, (ii) belong to me only, (iii) relate to or could relate to the GroupCompany’s actual or proposed business, products or research and development, and (iiiiv) are I do not assigned intend to assign to the Group hereunderCompany hereunder (collectively referred to as “Independent Inventions”); or, if no such list is attached, the Executive represents I represent that there are no such Prior Independent Inventions. Except If disclosure of any such invention on Exhibit A would cause me to violate any prior confidentiality agreement, I understand that I am not to list such inventions in Exhibit A but am to inform the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if Company that all inventions have not been listed for that reason. If in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group any invention, improvement, development, product, process copyrightable material or machine a Prior Invention trade secret any invention, improvement, development, concept, discovery or other proprietary information owned by the Executive me or in which he/she has I have an interest, (a) the Group Company is hereby granted and shall have a nonexclusive, assignable, royalty-free, irrevocable, perpetual, sublicenseable (through one or multiple tiers) worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, reproduce, distribute, create derivative works of, use, offer to sell, sublicense and otherwise distribute sell such Prior Invention item as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BA, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BA, the Executive hereby acknowledges and represents that, if in the course of his/her his service for the Group, the Executive incorporates into a Group product, process or machine service a Prior Invention owned by the Executive or in which he/she he has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machineservice, and (b) he/she he has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule BAnnex A, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs trade secrets, and discoveries, whether or not patentable and whether or not reduced to practice, original IC lay out designs/mask works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s my employment by with the Company (collectivelywhich belong to me, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except to I agree that I will not incorporate any Prior Inventions into any products, processes or machines of the extent set forth in Schedule BCompany Group; provided, the Executive hereby acknowledges and represents thathowever, that if in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) the Group is hereby granted and shall I represent that I have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use, sell and otherwise exploit such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees I agree to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such a Prior Invention.

Inventions Retained and Licensed. The Executive has attached heretoAttached to this Agreement, as Schedule EXHIBIT B, is a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets Inventions that were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive Contractor prior to the Executive’s employment by commencement of Contractor's provision of Services to the Company (collectivelyand in which Contractor retains any rights as of the date of this Agreement, “Prior Inventions”), (ii) that relate to the Group’s actual or Company's proposed business, products products, or research and development, and (iii) that are not assigned to the Group hereunder; orCompany under this Agreement (collectively, if no such list is attached"PRIOR INVENTIONS"). If, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her service performing Services for the GroupCompany, the Executive Contractor incorporates into a Group Company product, process process, or machine a Prior Invention or any Excluded Technology owned by the Executive Contractor or Tritegra or in which he/she has an Contractor or Tritegra have the requisite and necessary interest, (a) the Group Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such sell the Prior Invention or Excluded Technology, as the case may be, as part of or in connection with such product, process or machinemachine without restriction of any kind. Except for the limited license granted in the preceding sentence, as between the parties, Contractor shall retain all right, title and interest in and to the Excluded Technology, Prior Inventions, all improvements to each of the foregoing, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection intellectual property rights associated with any violation or claimed violation of the foregoing, except to the extent that any of the foregoing is a third party’s Company Invention. Contractor represents and warrants that Contractor is an authorized agent of Tritegra and has the requisite power and authority to grant the rights resulting from any use, sub-licensing, modification, transfer or sale by and licenses granted to the Group Company in this Agreement on behalf of such Prior InventionTritegra.

Inventions Retained and Licensed. The Executive has attached heretohereby acknowledges and represents that, as Schedule Bif in the course of his service for the Group, the Executive incorporates into a list describing all inventionsGroup product, ideasprocess or machine an invention, improvementsidea, designs and discoveriesimprovement, design or discovery, whether or not patentable and whether or not reduced to practice, original works work of authorship and trade secrets secret made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were was developed by the Executive prior to the Executive’s employment by the Company (collectively, a “Prior InventionsInvention”), (ii) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if in the course of his/her service for the Group, the Executive incorporates into a Group product, process or machine a Prior Invention owned by the Executive or in which he/she he has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she he has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BC, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Group’s actual or proposed business, products or research and development, and (iii) are not assigned to the Group hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule BC, the Executive hereby acknowledges and represents that, if in the course of his/her his service for the Group, the Executive incorporates into a Group product, process or machine service a Prior Invention owned by the Executive or in which he/she he has an interest, (a) the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machineservice, and (b) he/she he has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has I have attached hereto, hereto as Schedule BExhibit A, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to my employment with the Executive’s employment by the Company Corporation (collectively, “Prior Inventions”), (ii) relate which belong to the Group’s actual or proposed business, products or research me and development, and (iii) are not assigned to the Group Corporation hereunder; or, if . If no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except I will not incorporate, or permit to be incorporated, any Prior Invention owned by me or in which I have an interest into a Corporation product, process or machine without the extent set forth in Schedule BCorporation’s prior written consent. Notwithstanding the foregoing sentence, the Executive hereby acknowledges and represents thatif, if in the course of his/her service for my employment with the GroupCorporation, the Executive incorporates I incorporate into a Group Corporation product, process or machine a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) the Group Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine. c. Patent and Copyright Registrations. I will assist the Corporation, or its designee, at the Corporation’s expense, in every proper way to secure the Corporation’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, including, but not limited to, the disclosure to the Corporation of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Corporation shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Corporation, its successors, assigns, and (b) he/she has all necessary nominees the sole and exclusive rights, powers title and authorization interest in and to use such Prior Invention in the manner Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. My obligation to execute or cause to be executed, when it is used in my power to do so, any such instrument or papers shall continue after my employment ends for any reason and/or after the termination of this Agreement. If the Corporation is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Corporation as above, then I hereby irrevocably designate and appoint the Corporation and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such use will not infringe any right applications and to do all other lawfully permitted acts to further the prosecution and issuance of any company, entity letters patent or personcopyright registrations thereon with the same legal force and effect as if executed by me. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.d.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs trade secrets, and discoveries, whether or not patentable and whether or not reduced to practice, original IC layout designs/mask works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive prior to his or jointly her employment with others) that (i) were developed by Executive prior the Company which belong to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) which relate to the Company Group’s actual 's proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as "Prior Inventions"); or, if no such list is attached, the The Executive hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the The Executive hereby acknowledges and represents thatagrees that he or she will not incorporate any Prior Inventions into any products, processes or machines of the Company Group; provided, however, that if in the course of his/her service for the GroupExecutive's employment with the Company, the Executive he or she incorporates into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive or in which he/he or she has an interest, (a) the Group is Executive hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person represents that he or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s 's rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached Attached hereto, as Schedule BExhibit A, is a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive Employee prior to the ExecutiveEmployee’s employment by with the Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong to Employee, which relate to the GroupCompany’s actual or proposed business, products or research and development, and (iii) which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive Employee hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if If in the course of his/her service for Employee’s employment with the GroupCompany, the Executive Employee uses or incorporates into a Group product, process process, service, or machine of Company or any of its wholly owned subsidiaries, a Prior Invention owned by the Executive Employee or in which he/she the Employee has an interest, (a) or if Employee’s rights in any Prior Inventions may block or interfere with, or may otherwise be required for, the Group Company is hereby granted and shall have a nonexclusive, fully paid and royalty-free, irrevocable, perpetual, transferable, worldwide right and license (which may be freely transferred by the Group license, with rights to any other person or entity) sublicense through multiple levels of sublicensees, to make, reproduce, make derivative works of, distribute, use, sell, import, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine, to the fullest extent permitted by law. Employee represents and (b) he/she has all necessary rightsagrees that in the event of any dispute regarding the creation or ownership of any invention, powers any such disputed invention that may relate to the Company’s business or actual or demonstrably anticipated research or development will be presumed to have been created after the commencement of Employee’s employment with the Company unless Employee is able to conclusively demonstrate, beyond any question of doubt, that the invention in question was made by Employee or acquired by Employee prior to the commencement of Employee’s employment with, and authorization therefore is not to use be assigned to, the Company. To the extent that any third parties have rights in any such Prior Invention in Inventions, Employee hereby represents and warrants that such third party or parties have validly and irrevocably granted to Employee the manner it is used and such use will not infringe any right of any company, entity or personto grant the license stated above. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.b.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule BExhibit C, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements and trade secrets made that were made, conceived or conceived by or belonging first reduced to the Executive (whether made solely practice by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s his employment by with the Company (collectively, collectively referred to as “Prior Inventions”), which belong to the Executive or a third party (ii) such as a former employer), which relate to the GroupCompany’s (or any Subsidiary’s) actual or proposed business, products or research and development, and (iii) which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except If disclosure of any such Prior Invention would cause the Executive to the extent set forth in Schedule Bviolate any prior confidentiality agreement, the Executive hereby acknowledges understands that he is not to list such Prior Inventions in Exhibit C but is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and represents thatthe fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit C for such purpose. If, if in the course of his/her service for the Group, Executive’s employment with the Company the Executive incorporates into a Group Company or Subsidiary product, process material, process, machine or machine service, a Prior Invention owned by the Executive or in which he/she he has an interest, (a) the Group is Executive hereby granted and shall have grants to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group with rights to any other person or entitysublicense through multiple tiers of sublicensees) to make, have made, modify, make derivative works of, use, disclose, reproduce, distribute, offer to sell, sell, sublicense have sold, import and otherwise distribute exploit such Prior Invention as part of or in connection with such product, process material, process, machine or machineservice, and (b) he/she has all necessary rightsto practice any method related thereto. Notwithstanding the foregoing, powers and authorization to use such Prior Invention in the manner it is used and such use Executive agrees that he will not infringe incorporate, or permit to be incorporated, Prior Inventions in any right of any companyCompany or Subsidiary product, entity material, process, machine or person. The Executive hereby agrees to indemnify service without the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third partyCompany’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionprior written consent.

Inventions Retained and Licensed. The Executive has To preclude any possible uncertainty over the ownership of any invention, I have attached hereto, as Schedule BExhibit C, a complete list describing of all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship authorship, developments, improvements, and trade secrets which (i) were made or conceived by or belonging to the Executive (whether made solely by the Executive me, either alone or jointly with others) that (i) were developed by Executive , prior to commencement of my employment with the Executive’s employment by Company, independently and not as a part of or relation to the Company (collectively, “Prior Inventions”), work I have or will perform for the Company; (ii) belong to me only; (iii) relate to or could relate to the GroupCompany’s actual or proposed business, products or research and development, ; and (iiiiv) are I do not assigned intend to assign to the Group hereunderCompany hereunder (collectively referred to as “Independent Inventions”); or, if no such list is attached, the Executive represents I represent that there are no such Prior Independent Inventions. Except If disclosure of any such invention on Exhibit C would cause me to violate any prior confidentiality agreement, I understand that I am not to list such inventions in Exhibit C but am to inform the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if Company that all inventions have not been listed for that reason. If in the course of his/her service for my employment with the GroupCompany, the Executive incorporates I incorporate into a Group any invention, improvement, development, product, process copyrightable material or machine a Prior Invention trade secret any invention, improvement, development, concept, discovery or other proprietary information owned by the Executive me or in which he/she has I have an interest, (a) the Group Company is hereby granted and shall have a nonexclusive, assignable, royalty-free, irrevocable, perpetual, sublicenseable (through one or multiple tiers), worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, reproduce, distribute, create derivative works of, use, offer to sell, sublicense and otherwise distribute sell such Prior Invention item as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.

Inventions Retained and Licensed. The Executive has attached heretoI represent and agree that I have listed on Exhibit A to this Agreement, as Schedule Bin a manner that does not violate any third party rights, a complete list describing of all inventionsInventions that I conceived, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made created, or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were otherwise developed by Executive prior to the Executive’s my employment by the Company with Gilead (collectively, collectively referred to as “Prior Inventions”), that belong to me (iisolely or jointly) and that relate to the GroupGilead’s actual existing or proposed reasonably contemplated business, products or research and development, and (iii) that are not assigned by me to the Group hereunder; orGilead under this Agreement. If I have not listed any Prior Inventions on Exhibit A, if no such list is attached, the Executive represents I represent and warrant that there are no such Prior Inventions. Except to Without limiting any of the extent set forth other provisions in Schedule B, the Executive hereby acknowledges this Agreement or Gilead’s other rights and represents thatremedies, if in the course of his/her service for the Groupmy employment with Gilead, the Executive incorporates I incorporate into a Group Gilead product compound, product, process candidate, method, process, database, program or machine service a Prior Invention owned by the Executive me or in which he/she has I have an interest, or if I disclose to Gilead my own or any third party’s confidential information or intellectual property (a) or if the Group is hereby granted and performance of my work at Gilead requires the incorporation of such Prior Inventions), Gilead shall have and I hereby grant Gilead a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, freely sublicensable and transferable through multiple tiers, worldwide right and license (which may be freely transferred by to use Prior Inventions and all such confidential information and intellectual property rights for any purpose whatsoever, including but not limited to, the Group to any other person or entity) right to make, have made, modify, use, import, offer for sale, sell, sublicense copy, reproduce, distribute, reverse engineer, decompile, publicly display on any media and otherwise distribute prepare derivative works of such Prior Invention as part of or in connection with the research, development or commercialization of such product, process compound, product, candidate, method, process, database, program or machineservice, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe practice any right of any company, entity or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Inventionmethod related thereto.

Inventions Retained and Licensed. The Executive has attached Attached hereto, as Schedule BExhibit A, is a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive Employee prior to the ExecutiveEmployee’s employment by with the Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong to Employee, which relate to the GroupCompany’s actual or proposed business, products or research and development, and (iii) which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive Employee hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges and represents that, if If in the course of his/her service for Employee’s employment with the GroupCompany, the Executive Employee uses or incorporates into a Group product, process process, service, or machine of Company or any of its wholly owned subsidiaries, a Prior Invention owned by the Executive Employee or in which he/she the Employee has an interest, (a) or if Employee’s rights in any Prior Inventions may block or interfere with, or may otherwise be required for, the Group Company is hereby granted and shall have a nonexclusive, fully paid and royalty-free, irrevocable, perpetual, transferable, worldwide right and license (which may be freely transferred by the Group license, with rights to any other person or entity) sublicense through multiple levels of sublicensees, to make, reproduce, make derivative works of, distribute, use, sell, import, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine, to the fullest extent permitted by law. Employee represents and (b) he/she has all necessary rightsagrees that in the event of any dispute regarding the creation or ownership of any invention, powers any such disputed invention that may relate to the Company’s business or actual or demonstrably anticipated research or development will be presumed to have been created after the commencement of Employee’s employment with the Company unless Employee is able to conclusively demonstrate, beyond any question of doubt, that the invention in question was made by Employee or acquired by Employee prior to the commencement of Employee’s employment with, and authorization therefore is not to use be assigned to, the Company. To the extent that any third parties have rights in any such Prior Invention in the manner it is used Inventions, Employee hereby represents and warrants that such use will not infringe any right of any company, entity third party or person. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.parties have validly and

Inventions Retained and Licensed. The Executive has I have attached hereto, as Schedule B, Exhibit A a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practiceinventions, original works of authorship authorship, developments, designs, work products, innovations, concepts, know-how, and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to the Executive’s employment by my Relationship with the Company (collectively, collectively referred to as “Prior Inventions”), (ii) which belong to me, which relate to the GroupCompany’s actual current or proposed business, products or research and development, whether or not specifically within my duties or responsibilities with the Company, whether or not patentable or registrable under copyright or similar laws and (iii) whether or not reduced to writing, and which are not assigned to the Group Company hereunder; or, if no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except to the extent set forth in Schedule BIf, the Executive hereby acknowledges and represents that, if in the course of his/her service for my Relationship with the GroupCompany, the Executive incorporates I incorporate into a Group Company product, process process, program, software or machine a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) the Group Company is hereby granted and shall have a nonexclusive, royalty-free, transferable, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sellreproduce, sublicense distribute, create derivative works from, publicly perform, publicly display and otherwise distribute sell such Prior Invention as part of of, or in connection with such product, process process, program, software, work or machine. I agree that I will not, and (b) he/she has all necessary rightswithout the prior approval of the Company, powers and authorization to use such Prior Invention incorporate in the manner it is used and such use will not infringe any right of Company product, process, program, software, work or machine any companyphotographs, entity video or person. The Executive hereby agrees to indemnify the Group and hold it harmless film, music, computer programs or other materials obtained from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer party (via the Internet or sale by otherwise) for which the Group of Company has not been granted an express license for such Prior Inventionincorporation.

Inventions Retained and Licensed. The Executive has I have attached hereto, hereto as Schedule BExhibit A, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive me prior to my employment with the Executive’s employment by the Company Corporation (collectively, “Prior Inventions”), (ii) relate which belong to the Group’s actual or proposed business, products or research me and development, and (iii) are not assigned to the Group Corporation hereunder; or, if . If no such list is attached, the Executive represents I represent that there are no such Prior Inventions. Except I will not incorporate, or permit to be incorporated, any Prior Invention owned by me or in which I have an interest, into a Corporation product, process or machine without the extent set forth in Schedule BCorporation’s prior written consent. Notwithstanding the foregoing sentence, the Executive hereby acknowledges and represents thatif, if in the course of his/her service for my employment with the GroupCorporation, the Executive incorporates I incorporate into a Group Corporation product, process or machine a Prior Invention owned by the Executive me or in which he/she has I have an interest, (a) the Group Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person or entity) to make, have made, modify, use, sell, sublicense use and otherwise distribute sell such Prior Invention as part of or in connection with such product, process or machine. c. Patent and Copyright Registrations. I will assist the Corporation, or its designee, at the Corporation’s expense, in every proper way to secure the Corporation’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, including, but not limited to, the disclosure to the Corporation of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Corporation shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Corporation, its successors, assigns, and (b) he/she has all necessary nominees the sole and exclusive rights, powers title and authorization interest in and to use such Prior Invention in the manner Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. My obligation to execute or cause to be executed, when it is used in my power to do so, any such instrument or papers shall continue after my employment ends for any reason and/or after the termination of this Agreement. If the Corporation is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Corporation as above, then I hereby irrevocably designate and appoint the Corporation and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such use will not infringe any right applications and to do all other lawfully 4 permitted acts to further the prosecution and issuance of any company, entity letters patent or personcopyright registrations thereon with the same legal force and effect as if executed by me. The Executive hereby agrees to indemnify the Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal fees and costs for resolving disputes arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensing, modification, transfer or sale by the Group of such Prior Invention.d.

Inventions Retained and Licensed. The Executive has attached hereto, as Schedule Exhibit B, a list describing all inventions, ideasoriginal works of authorship, developments, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets secrets, which were made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly prior to his employment with others) that (i) were developed by Executive prior the Company which belong to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) which relate to the Company Group’s actual proposed or proposed current business, products or research and development, and (iii) which are not assigned to any member of the Company Group hereunderhereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, the The Executive hereby represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the The Executive hereby acknowledges and represents thatagrees that he or she will not incorporate any Prior Inventions into any products, processes or machines of the Company Group; provided, however, that if in the course of his/her service for the GroupExecutive’s employment with the Company, the Executive he or she incorporates into a Group product, process or machine of the Company Group a Prior Invention owned by the Executive or in which he/he or she has an interest, (a) the Group is Executive hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Group to any other person represents that he or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine, and (b) he/she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or personperson and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees to indemnify the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable legal attorneys fees and costs for resolving disputes disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sub-licensingsublicensing, modification, transfer transfer, or sale by the Company Group of such Prior Invention.