Common use of Inventions Clause in Contracts

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee a. Executive acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“Inventions”), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by Executive, solely or jointly with others, during Executive’s Service, or (B) suggested by any work that Executive performs in connection with the Company, either while performing Executive’s duties with the Company or on Executive’s own time, but only insofar as the Inventions are related to Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand Executive will surrender them upon the termination of Service, or upon the Company’s request. IfExecutive irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all patents or other intellectual property rights of inventorship) that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to Executive’s Service, together with Employerthe right to file, Employee shall makein Executive’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). Executive will, at any time during and subsequent to Executive’s Service, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such all other lawful acts as Employer may deem necessary be requested from time to time by the Company to perfect, record, enforce, protect, patent or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerregister the Company’s rights in the DevelopmentsInventions, all without additional compensation to Executive from the Company. Employee expressly acknowledges that Executive will also execute assignments to the special foregoing power Company (or its designee) of attorney is coupled with an interest the Applications, and is therefore irrevocable give the Company and shall survive its attorneys all reasonable assistance (iincluding the giving of testimony) his death or incompetencyto obtain the Inventions for the Company’s benefit, (ii) all without additional compensation to Executive from the termination of his employment with Employer and (iii) Company, but entirely at the termination of this AgreementCompany’s expense.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee The Executive acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the Executive’s work with the Company, made or conceived by the Executive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. IfThe Executive hereby irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein the Executive’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions. The Executive will also execute assignments to the Company (or its designee) of the Applications, he and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints Employer the Company and its duly authorized officers and agents as his agents Executive’s agent and attorneys-in-fact attorney in fact, to act for and in Executive’s behalf and stead to execute and file any documents and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in connection with the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementforegoing.

Inventions. All Employee shall inform the Employer using the established procedures promptly and fully of all inventions, improvements, discoveries, know-how, designs, formulae, processes, discoveriesformulae and techniques, drawingsand any related suggestions and ideas (hereinafter “Inventions”), improvements and developments whether patentable or not, which are solely or jointly conceived or made by Employee, either solely or in collaboration with others, during his the period of Employee’s employment with by the Employer, whether during or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by out of Employee’s usual hours of work. The Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer own all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest to those inventions (includinghereinafter “Employer Inventions”) which are: (a) within the scope of the Employer’s business, but which includes areas in which research is being conducted and areas of technical or market investigation; and/or (b) related to work done for the Employer by Employee. Employee hereby assigns and agrees to assign to the Employer Employee’s entire right, title and interest in all Employer Inventions and any patents, design patents, and any other forms of intellectual property resulting therefrom. Employee shall protect the Employer’s right to patent Employee’s Employer Inventions by keeping written records, which are witnessed and dated, concerning dates of conception and reduction to practice, and Employee shall not limited topublish information concerning Employer Inventions without prior approval from the Employer. Employee shall also, copyright during and all rights after Employee’s employment, execute such written instruments and render such other assistance as the Employer shall reasonably request to obtain and maintain patents, design patents, or other forms of inventorship) in protection on any Employer Inventions and to such Developmentsvest and confirm in the Employer its entire right, title and interest therein. At the request and expense of Employer, whether during or after employment with EmployerIn this regard, Employee shall makebe reimbursed by the Employer for actual expenses incurred and, execute and deliver all application papersif no longer an employee of the Employer, assignments or instruments, and perform or cause to shall be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, reasonably compensated for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementassistance rendered.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties with the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, The Employee hereby assigns will assign to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee shall makewill, execute at any time during and deliver all application subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, he hereby irrevocably designates and appoints Employer give the Company and its duly authorized agents as his agents and attorneys-in-fact attorneys all reasonable assistance (including the giving of testimony) to execute and file any documents and obtain the Inventions for its benefit, all without additional compensation to do all other lawful acts necessary to protect Employerthe Employee from the Company, but entirely at the Company’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementexpense.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Employee’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties with the Company or on the Employee’s own time, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. IfThe Employee irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all patents or other intellectual property rights of inventorship) that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee shall makewill, execute at any time during and deliver all application subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such all other lawful acts as Employer may deem necessary be requested from time to time by the Company to perfect, record, enforce, protect, patent or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerregister the Company’s rights in the DevelopmentsInventions, all without additional compensation to the Employee from the Company. The Employee expressly acknowledges that will also execute assignments to the special foregoing power Company (or its designee) of attorney is coupled with an interest the Applications, and is therefore irrevocable give the Company and shall survive its attorneys all reasonable assistance (iincluding the giving of testimony) his death or incompetencyto obtain the Inventions for the Company’s benefit, (ii) all without additional compensation to the termination of his employment with Employer and (iii) Employee from the termination of this AgreementCompany.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee The Executive acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products and developments (“Inventions”), whether patentable or unpatentable, (x) that relate to the Executive’s work with the Employer and the Company, made or conceived by the Executive, solely or jointly with others, during or prior to the Term, or (y) suggested by any work that the Executive performs in connection with the Employer or the Company, either while performing the Executive’s duties with the Employer or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Employer, shall belong exclusively to the Employer, the Company or its designee, whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Employer, of all Inventions and will promptly disclose all Inventions completely and in writing to the Employer. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActEmployer and the Executive will surrender them upon termination of employment, as amendedor upon the Employer’s request. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns The Executive will assign to the Employer all of his right, title and interest (including, but not limited to, copyright the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Term, together with the right to file, in the Executive’s name or in the name of the Employer, Employee shall makethe Company or its designee, execute applications for patents and deliver all application equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with time by the Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights the Company with respect to such Developmentsthe Inventions. The Executive will also execute assignments to the Employer, he hereby irrevocably designates the Company or its designee, of the Applications, and appoints Employer give the Employer, the Company and its duly authorized agents as his agents and attorneys-in-fact or their attorneys all reasonable assistance (including the giving of testimony) to execute and file any documents and obtain the Inventions for its benefit, all without additional compensation to do all other lawful acts necessary to protect the Executive from the Employer or the Company, but entirely at the Employer’s rights in or the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementCompany’s expense.

Inventions. All (i) You acknowledge and agree that all ideas, methods, inventions, designs, formulae, processes, discoveries, drawingsimprovements, improvements and work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to your work with the Company, made or conceived by Employeeyou, either solely or in collaboration jointly with others, during his employment the Employment Term, or (B) suggested by any work that you perform in connection with Employerthe Company, either while performing your duties with the Company or on your own time, but only insofar as the Inventions are related to you work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not during working hours, patent applications are filed thereon. You will keep full and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business complete written records (the “DevelopmentsRecords”) shall become ), in the manner prescribed by the Company, of all Inventions, and remain the sole property of Employer. Employee shall will promptly disclose promptly all Inventions completely and in writing to Employer all such Developmentsthe Company. Employee acknowledges and agrees that all Developments The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand you will surrender them upon the termination of the Employment Term, or upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns You will assign to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein your name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). You will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all right full oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions. You will also execute assignments to the Company (or its designee) of the Applications, he hereby irrevocably designates and appoints Employer give the Company and its duly authorized agents attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit. The Company will reimburse you for any reasonable, documented out-of-pocket expenses incurred by you as his agents and attorneys-in-fact a result of the Company’s request(s) in complying with this Section 9(f)(i), including travel, duplicating or telephonic expenses incurred by you, but without additional compensation to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in you from the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementCompany.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which that are made, furnished, sold, leased, used or developed by Employer or its affiliates or which that pertain to the Business business of Employer (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, Developments or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee Executive acknowledges and agrees that all Developments shall be deemed “ideas, designs, methods, inventions, discoveries, improvements, developments, technology, works made for hire” within of authorship, and all work product of any kind or nature whatsoever, whether patentable or unpatentable, (A) that relate to the meaning business, products, activities, research, or development of the United States Copyright ActCompany or Executive’s work with the Company, as amended. Ifmade or conceived or developed by Executive, for solely or jointly with others, during the Employment Term, or (B) that arise from any reasonwork that Executive performs in connection with the Company, such Developments are not deemed works made for hireeither while performing Executive’s duties with the Company or on Executive’s own time, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights therein including without limitation in claims related thereto (all of inventorshipthe foregoing “Inventions”) shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions and all intellectual property, proprietary, and other rights therein, including without limitation all rights in and to such Developments. At the request any patents, copyright registrations, trademark registrations, or other forms of protection that may issue thereon in any and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein Executive’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application other rights and registrations (the “Applications”). Executive will, at the Company’s sole cost and expense and at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions including without limitation to the perfection, he registration, maintenance, or enforcement of any rights therein. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and all intellectual property, proprietary, and other rights therein for the Company’s benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense. Executive hereby irrevocably designates and appoints Employer the Company and its duly authorized officers and agents as his agents Executive’s agent and attorneys-in-fact attorney in fact, to act for and in Executive’s behalf and stead to execute and file any documents and to do all other lawful lawfully permitted acts necessary in connection with the foregoing, if the Company is unable for any other reason to protect Employersecure Executive’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of signature on any document for this Agreementpurpose.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by the Employee, either solely or in collaboration with others, during his employment with Employerthe Company, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services apparatus or deliverables products which are made, furnishedmanufactured, sold, leased, used or developed by Employer or its affiliates the Company or which pertain to the Business (the “"Developments”) "), shall become and remain the sole property of Employerthe Company. The Employee shall disclose promptly in writing to Employer the Company all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “"works made for hire” " within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, the Employee shall assign, and hereby assigns assigns, to Employer the Company, all of his the Employee's right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employerthe Company, whether during or after employment with Employerhereunder, the Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer the Company may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer the Company full legal title to such Developments. The Employee shall assist and cooperate with Employer the Company or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason the Employee refuses or is unable to assist Employer the Company in obtaining or enforcing its rights with respect to such Developments, he the Employee hereby irrevocably designates and appoints Employer the Company and its duly authorized agents as his the Employee's agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s the Company's rights in the Developments. The Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his the Employee's death or incompetency, incompetency and (ii) the termination of his employment with Employer and (iii) the any termination of this Agreement.

Inventions. All systems, inventions, designs, formulae, processes, discoveries, drawingsapparatus, techniques, methods, know-how, formulae or improvements and developments made made, developed or conceived by Employee during Employee, either solely or in collaboration with others, during his ’s employment with by Employer, whenever or wherever made, developed or conceived, and whether or not during working business hours, and relating which constitute an improvement, on those heretofore, now or at any time during Employee’s employment, developed, manufactured or used by Employer in connection with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Employer, or any services to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed be performed by Employer or its affiliates of any product which shall or which pertain could reasonably be manufactured or developed or marketed in the reasonable expansion of Employer’s business, shall be and continue to remain Employer’s exclusive property, without any added compensation or any reimbursement for expenses to Employee, and upon the Business (conception of any and every such invention, process, discovery or improvement and without waiting to perfect or complete it, Employee promises and agrees that Employee will immediately disclose it to Employer and to no one else and thenceforth will treat it as the “Developments”) shall become property and remain the sole property secret of Employer. Employee shall disclose promptly will also execute any instruments requested from time to time by Employer to vest in writing it complete title and ownership to such invention, discovery or improvement and will, at the request of Employer, do such acts and execute such instruments as Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning may require, but at Employer’s expense to obtain Letters of Patent, trademarks or copyrights in the United States Copyright Act, as amended. Ifand foreign countries, for any reasonsuch invention, such Developments are not deemed works made discovery or improvement and for hire, Employee hereby assigns to Employer all the purpose of his right, vesting title and interest (including, but not limited to, copyright and all rights of inventorship) thereto in and to such Developments. At the request and expense of Employer, whether during all without any reimbursement for expenses (except as provided in Section 7 or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereofotherwise) and copyrights related without any additional compensation of any kind to such Developments or in vesting in Employer full legal title Employee. Any assignment of Inventions required by this Agreement does not apply to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developmentsan Invention for which no equipment, or to any patentssupplies, copyrights facility, intellectual property or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist secret information of Employer in obtaining or enforcing its rights with respect to such Developmentswas used and which was developed entirely on the Employee’s own time, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in unless (a) the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive Invention relates (i) his death directly to the business of Employer or incompetency, (ii) the termination of his employment with Employer and to Employer’s actual or demonstrably anticipated research or development or (iiib) the termination of this AgreementInvention results from any work performed by Employee for Employer.

Inventions. All I will promptly make full written disclosure to the Company (or any persons designated by it), will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, without further compensation, all my right, title, and interest in and to any and all inventions, designsoriginal works of authorship, formulaediscoveries, design improvements, processes, discoveriestrade secrets, drawings, improvements trade know-how and developments made by Employee, either solely or in collaboration with others, during his employment with Employerall other intellectual property, whether or not during working hourspatentable or registrable under patent, copyright or similar laws, and relating any and all rights and benefits resulting therefrom, that (a) relate to the business of the Company or any methodsother company or person with which the Company is doing business or that relate to experimental work that the Company is doing or (b) result from the use of the premises or personal property (whether tangible or intangible) owned, apparatusleased or contracted for by the Company (collectively, products“Inventions”), compoundswhich I may solely or jointly conceive of, services develop or deliverables reduce to practice during the period of time from the date of executing this Agreement until my employment with the Company is terminated. All such Inventions and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns. I further acknowledge that all original works of authorship which are made, furnished, sold, leased, used made by me (solely or developed jointly with others) within the scope of my employment and which are protectable by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed copyright are “works made for hire,” within the meaning of as that term is defined in the United States Copyright Act. To the extent that I have not done so previously, as amendedand in consideration of my continued employment with the Company, I hereby assign to the Company any and all Inventions which were made by me during my employment with Company up to the date of this Agreement (collectively, “Prior Inventions”). If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns I agree to Employer assign all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to all Prior Inventions to the Company and to execute any and all documents necessary to effect such Developmentsassignment. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee I shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating Company, at Company’s sole expense, to such Developments, or to any obtain patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses trademarks, as the case may be, on all such Inventions deemed patentable, copyrightable or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates trademarkable by Company and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to shall execute and file any all documents and to do all other lawful acts things necessary to protect Employer’s rights obtain letters patent, copyrights and trademarks, vest in the Developments. Employee expressly acknowledges that Company full and exclusive title thereto, and protect the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementsame against infringement by others.

Inventions. All inventions(a) Employee acknowledges that Employee’s work on and contributions to any documents, programs, designs, formulaemethodologies, protocols, inventions, discoveries, innovations, trade secrets, ideas, processes, discoveriesformulas, drawingsdata, improvements works of authorship, know-how, improvements, developments, techniques and developments made other expressions in any medium, whether patentable or copyrightable, which have been or will be prepared by Employee, either solely or to which Employee has contributed or will contribute, related to the Company or its Affiliates or their respective businesses and in collaboration connection with others, during his employment with EmployerEmployee’s services to the Company or any of its Affiliates, whether before or not during working hoursthe Term (collectively, “Works”), are and will be within the scope of Employee’s services and part of Employee’s duties and responsibilities hereunder. Employee’s work on and contributions to the Works will be rendered and made by Employee for, at the instigation of, and relating to any methodsunder the overall direction of, apparatusthe Company, products, compounds, services or deliverables which and are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer at all such Developments. Employee acknowledges and agrees that all Developments times shall be deemed regarded, together with the Works, as “works work made for hire” within the meaning of as that term is used in the United States Copyright Actcopyright laws. However, to the extent that any court or agency should conclude that the Works (or any of them) do not constitute or qualify as amended. If, for any reason, such Developments are not deemed works a “work made for hire, ,” Employee hereby assigns assigns, grants, and delivers exclusively and throughout the world to Employer the Company all of his rightrights, title titles, and interest (including, but not limited to, copyright and all rights of inventorship) interests in and to any such DevelopmentsWorks, and all copies and versions, including all copyrights and renewals. At Employee agrees to cooperate with the request Company and expense of Employer, whether during or after employment with Employer, Employee shall make, to execute and deliver all application papersto the Company and its successors and assigns, any assignments or instrumentsand documents the Company requests for the purpose of establishing, evidencing, and perform enforcing or cause defending its complete, exclusive, perpetual, and worldwide ownership of all rights, titles, and interests of every kind and nature, including all copyrights, in and to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applicationsthe Works, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates constitutes and appoints Employer and its duly authorized agents the Company as his agents and attorneys-in-fact agent to execute and file deliver any assignments or documents Employee fails or refuses to execute and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing deliver, this power of attorney is and agency being coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) being irrevocable. Without limiting the termination of his employment with Employer and (iii) the termination preceding provisions of this AgreementSection 10, Employee agrees that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company, in its sole discretion, may determine.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer1. Employee shall disclose promptly in writing to Employer all such Developments. Employee Executive acknowledges and agrees that all Developments shall be deemed trade secrets, mask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products, developments or other works of authorship (“works made for hire” within Inventions”), whether patentable or unpatentable, (x) that relate to Executive’s work with the meaning Employer, made, developed or conceived by Executive, solely or jointly with others or with the use of any of the United States Copyright ActEmployer’s equipment, supplies, facilities or trade secrets or (y) suggested by any work that Executive performs in connection with the Employer, either while performing Executive’s duties with the Employer or on Executive’s own time, but only insofar as amendedthe Inventions are related to Executive’s work as an employee of the Employer (collectively, “Company Inventions”), will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. IfExecutive will keep full and complete written records (the “Records”), for any reasonin the manner prescribed by the Employer, such Developments are not deemed works made for hireof all Company Inventions, Employee and will promptly disclose all Company Inventions completely and in writing to the Company. The Records will be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Executive’s employment, or upon the Company’s request. Executive hereby assigns to Employer all of his right, title and interest the Company (including, but not limited to, copyright and or its designee) the Company Inventions including all rights of inventorship) in and to such Developments. At the request any related patents and expense of Employerother intellectual property that may issue thereon in any and all countries, whether during or after subsequent to Executive’s employment with the Employer, Employee shall maketogether with the right to file, execute in Executive’s name or in the name of the Company (or its designee), applications for patents and deliver all application equivalent rights (the “Applications”). Executive will, at any time during and subsequent to Executive’s employment with the Employer, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Company Inventions and the underlying intellectual property. Executive will also execute assignments to the Company (or its designee) of the Applications, he hereby irrevocably designates and appoints Employer give the Company and its duly authorized agents as his agents attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and attorneys-in-fact the underlying intellectual property for its benefit, all without additional compensation to execute and file any documents and to do all other lawful acts necessary to protect EmployerExecutive from the Company, but entirely at the Company’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementexpense.

Inventions. All inventionsEmployee hereby assigns to the Company all of Employee’s right, designstitle and interest in and to, formulaeand shall disclose promptly to the Company, any and all work product, trade secrets, developments, processes, inventions, ideas and discoveries, drawingsand works of authorship developed, improvements and developments made discovered, improved, authored, derived, invented or acquired by Employee during the period of Employee’s employment by the Company (collectively, either solely or in collaboration with others, during his employment with Employer“Work Product”), whether or not during working business hours, and relating to any methods, apparatus, products, compounds, services or deliverables which that are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain either related to the Business (scope of Employee’s employment by the “Developments”) shall become and remain Company or make use, in any manner, of the sole property resources of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges the Company, and agrees that all Developments such Work Product shall be deemed and shall remain the exclusive property of the Company. Employee further agrees that all Work Product that is made by Employee (solely or jointly with others) within the scope of and during the period of the Employee’s employment relationships constitutes “works made for hire” within (to the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereofgreatest extent permitted by applicable law) and copyrights related to such Developments or in vesting in Employer full legal title to such Developmentsare compensated by Employee’s salary. Employee shall assist and cooperate with Employer or its representatives in agrees to execute any controversy or legal proceeding relating documentation required by the Company to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing protect its rights with respect to such Developments, he hereby irrevocably designates hereunder and appoints Employer and its duly authorized agents the Company as his agents and attorneysattorney-in-fact to execute and file any documents documentation to protect the Company’s rights pursuant to this Agreement should Employee be unwilling or unable to do so, and to do all other lawful acts necessary further agrees to protect Employer’s assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Developments. Employee expressly acknowledges Work Product and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights; provided, however, that the special foregoing power Employee and the Company understand that Work Product shall not include any invention which qualifies fully under the provisions of attorney is coupled with an interest and is therefore irrevocable and shall survive subdivision (ia) his death or incompetencyof California Labor Code Section 2870, other than those stated in subsections (ii1) the termination of his employment with Employer and (iii2) the termination of this Agreementthereof.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning as a function of the United States Copyright ActEmployee’s employment with the Company and/or any of its Subsidiaries, as amendedthe Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). IfThe Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries, shall hold in trust for the sole benefit of the Company and/or any reasonof its Subsidiaries, such Developments are not deemed works made for hire, Employee and hereby assigns exclusively to Employer the Company without additional compensation or consideration to the Employee all of his rightthe Employee’s rights, title and interest (in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its Subsidiaries, including, but not limited towithout limitation, all patent rights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or other intellectual property right relating to any Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of (a) the assignment of all rights of inventorshipthe Employee, if any, in any Inventions and (b) the Company’s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf to execute and file any such document and to such Developmentsdo all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. At The Employee will assist the request and Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of Employerthe Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, whether the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during or after the last period of employment with Employerthe Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee shall makeprior to employment with the Company and/or any of its Subsidiaries without using any equipment, execute and deliver all application paperssupplies, assignments facilities, services, or instruments, and perform or cause Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or the business of the Company and/or any of its representatives in any controversy or legal proceeding relating to such DevelopmentsSubsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any patentsof its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, copyrights or trade secrets with respect theretoon the form set forth as Appendix C, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If for the Employee has completed Appendix C, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any reason of its Subsidiaries may not necessarily agree with all of the Employee’s assertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee refuses has an interest at any time prior to or is unable during the Employee’s employment with the Company and/or any of its Subsidiaries, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company and/or any of its Subsidiaries, or if the Employee permits the Company and/or its Subsidiaries to assist Employer in obtaining use or enforcing incorporate such an Invention, the Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to exercise any and all rights with respect to such DevelopmentsInvention, he hereby irrevocably designates including the right to protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact the right to execute and file any documents and sublicense those rights to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementothers.

Inventions. All systems, inventions, designs, formulae, processes, discoveries, drawingsapparatus, techniques, methods, know-how, formulae or improvements and developments made made, developed or conceived by Employee during Employee, either solely or in collaboration with others, during his ’s employment with by Employer, whenever or wherever made, developed or conceived, and whether or not during working business hours, and relating which constitute an improvement, on those heretofore, now or at any time during Employee’s employment, developed, manufactured or used by Employer in connection with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Employer, or any services to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed be performed by Employer or its affiliates of any product which shall or which pertain could reasonably be manufactured or developed or marketed in the reasonable expansion of Employer’s business, shall be and continue to remain Employer’s exclusive property, without any added compensation to Employee, and upon the Business (conception of any and every such invention, process, discovery or improvement and without waiting to perfect or complete it, Employee promises and agrees that Employee will immediately disclose it to Employer and to no one else and thenceforth will treat it as the “Developments”) shall become property and remain the sole property secret of Employer. Employee shall disclose promptly will also execute any instruments requested from time to time by Employer to vest in writing it complete title and ownership to such invention, discovery or improvement and will, at the request of Employer, do such acts and execute such instruments as Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning may require, but at Employer’s expense to obtain Letters of Patent, trademarks or copyrights in the United States Copyright Act, as amended. Ifand foreign countries, for such invention, discovery or improvement and for the purpose of vesting title thereto in Employer, all without any reasonadditional compensation of any kind to Employee. Employer hereby notifies Employee that the provisions of this Section 10 do not apply to any inventions for which no equipment, supplies, facilities or trade secret information of the Employer was used and which was developed entirely on the Employee’s own time, unless (x) such Developments are not deemed works made for hireinvention relates to the past, Employee hereby assigns to Employer all actual or planned business or activities of his rightthe Employer, title and interest (including, but not limited towithout limitation, copyright research and all rights of inventorshipdevelopment or (y) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives invention results in any controversy or legal proceeding relating to such Developments, or to way from any patents, copyrights or trade secrets with respect thereto. If work performed by the Employee for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect the Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning as a function of the United States Copyright ActEmployee’s employment with the Company and/or any of its Subsidiaries, as amendedthe Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). IfThe Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries, shall hold in trust for the sole benefit of the Company and/or any reasonof its Subsidiaries, such Developments are not deemed works made for hire, Employee and hereby assigns exclusively to Employer the Company without additional compensation or consideration to the Employee all of his rightthe Employee’s rights, title and interest (in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its Subsidiaries, including, but not limited towithout limitation, all patent rights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or other intellectual property right relating to any Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of (a) the assignment of all rights of inventorshipthe Employee, if any, in any Inventions and (b) the Company’s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf to execute and file any such document and to such Developmentsdo all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. At The Employee will assist the request and Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of Employerthe Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, whether the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during or after the last period of employment with Employerthe Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee shall makeprior to employment with the Company and/or any of its Subsidiaries without using any equipment, execute and deliver all application paperssupplies, assignments facilities, services, or instruments, and perform or cause Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or the business of the Company and/or any of its representatives in any controversy or legal proceeding relating to such DevelopmentsSubsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any patentsof its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, copyrights or trade secrets with respect theretoon the form set forth as Appendix D, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If for the Employee has completed Appendix D, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any reason of its Subsidiaries may not necessarily agree with all of the Employee’s assertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee refuses has an interest at any time prior to or is unable during the Employee’s employment with the Company and/or any of its Subsidiaries, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company and/or any of its Subsidiaries, or if the Employee permits the Company and/or its Subsidiaries to assist Employer in obtaining use or enforcing incorporate such an Invention, the Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to exercise any and all rights with respect to such DevelopmentsInvention, he hereby irrevocably designates including the right to protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact the right to execute and file any documents and sublicense those rights to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementothers.

Inventions. All Attached hereto as Exhibit A is a list describing all inventions, designsoriginal works of authorship, formulae, processes, discoveries, drawingsdevelopments, improvements and developments trade secrets which were made by Employee, either solely or in collaboration with others, during Employee prior to his employment with Employerthe Corporation (“Prior Inventions”), which belong to Employee, which relate to the Corporation’s proposed business, products, or research and development, and which are not assigned to the Corporation hereunder; or, if no such list is attached, Employee represented that there are no such Prior Inventions. If in the course of Employee’s employment with the Corporation, Employee incorporates into a Corporation product, process or machine a Prior Invention owned by Employee or in which Employee has an interest, the Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use or sell such Prior Invention as part of or in connection with such product, process or machine. Employee agrees that he will promptly make full written disclosure to the Corporation, will hold in trust for the sole right and benefit of the Corporation, and hereby assign to the Corporation, or its designee, all Employee’s right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee solely or jointly conceives or develops or reduces to practice, during working hoursthe period of time Employee is in the employ of the Corporation (collectively referred to as “Inventions”). Employee agrees to assist the Corporation, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates designee, at the Corporation’s expense, in every proper way to secure the Corporation’s rights in the Inventions and any copyrights, patents, or which pertain other intellectual property rights relating thereto in any and all countries, including the disclosure to the Business (Corporation of all pertinent information and data with respect thereto, the “Developments”) execution of all applications, specifications, oaths, assignments and all other instruments which the Corporation shall become deem necessary in order to apply for and remain obtain such rights and in order to assign and convey to the Corporation the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his rightexclusive rights, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instrumentsInventions, and perform any copyrights, patents, or other intellectual property rights relating thereto. Employee further agrees that his obligation to execute or cause to be performed such other lawful acts as Employer may deem necessary or desirable executed, when it is in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and power to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and so, any such instrument or papers shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) continue after the termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by the Employee, either solely or in collaboration with others, during his employment with Employerthe Company, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services apparatus or deliverables products which are made, furnishedmanufactured, sold, leased, used or developed by Employer or its affiliates the Company or which pertain to the Business (the “Developments”) ), shall become and remain the sole property of Employerthe Company. The Employee shall disclose promptly in writing to Employer the Company all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, the Employee shall assign, and hereby assigns assigns, to Employer the Company, all of his the Employee’s right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employerthe Company, whether during or after employment with Employerhereunder, the Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer the Company may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer the Company full legal title to such Developments. The Employee shall assist and cooperate with Employer the Company or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason the Employee refuses or is unable to assist Employer the Company in obtaining or enforcing its rights with respect to such Developments, he the Employee hereby irrevocably designates and appoints Employer the Company and its duly authorized agents as his the Employee’s agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerthe Company’s rights in the Developments. The Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his the Employee’s death or incompetency, incompetency and (ii) the termination of his employment with Employer and (iii) the any termination of this Agreement.

Inventions. All Any and all inventions, products, discoveries, improvements, copyrightable works, trademarks, service marks, ideas, processes, formulae, methods, designs, formulaetechniques or trade secrets (collectively hereinafter referred to as "INVENTIONS") made, processesdeveloped, discoveries, drawings, improvements and developments made conceived or resulting from work performed by Employee, either solely Employee (alone or in collaboration conjunction with others, during his employment with regular hours of work or otherwise) while he is employed by Employer and which may be directly or indirectly useful in, or related to, the business of Employer (including, without limitation, research and development activities of Employer), or which are made using any equipment, facilities, Confidential Information, materials, labor, money, time or other resources of Employer, whether or not during working hoursshall be promptly disclosed by Employee to Employer's Board of Directors, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made Confidential Information for hire” within purposes of this Agreement, and shall be Employer's exclusive property. Employee shall, upon Employer's request, execute any documents and perform all such acts and things which are necessary or advisable in the meaning opinion of the United States Copyright ActEmployer to cause issuance of patents to, as amended. Ifor otherwise obtain recorded protection of right to intellectual property for, for any reasonEmployer with respect to Inventions that are to be Employer's exclusive property under this Section 3.6, such Developments are not deemed works made for hire, Employee hereby assigns or to transfer to and vest in Employer all of his full and exclusive right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At Inventions; provided, however, that the request and expense of securing any such protection of right to Inventions shall be borne by Employer, whether during or after employment with Employer. In addition, Employee shall makeshall, execute and deliver all application papersat Employer's expense, assignments or instruments, and perform or cause assist Employer in any proper manner in enforcing any Inventions which are to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developmentsbecome Employer's exclusive property hereunder against infringement by others. Employee shall assist keep confidential and cooperate with Employer will hold for Employer's sole use and benefit any Invention that is to be Employer's exclusive property under this Section 3.6 for which full recorded protection of right has not been or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementcannot be obtained.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee Executive shall disclose promptly to the Company any and all ideas inventions, improvements, technology, know-how and discoveries, whether patentable or not and whether a Trade Secret (defined below) or not, and any and all works of authorship (as defined in writing Section 102 of the U.S. Copyright Act), trademarks, trade names, slogans, logos, processes patents and other intellectual property, which are conceived or made by Executive, solely or jointly with another person or persons, prior to Employer or during the Term and which Executive makes or conceives as a result of or in connection with his employment by the Company or with the use of any of the Company’s personnel, equipment, resources or other assets (collectively, “Inventions”). Executive hereby assigns and agrees to assign all such Developmentshis interests in Inventions and tangible embodiments thereof and all intellectual property and proprietary rights therein to the Company or its nominee. Employee acknowledges and Executive agrees that all Developments Inventions shall be deemed “works made made-for-hire for hire” the Company within the meaning of the copyright laws of the United States Copyright Actor any similar or analogous law or statute of any other jurisdiction, as amendedand accordingly, the Company shall be the sole and exclusive author and owner of all copyrights and copyright rights in the Inventions for all purposes and in any and all media and means now known or which may hereafter be devised, throughout the universe in perpetuity. If, for Should any reason, such Developments are arbitrator or court of competent jurisdiction ever hold that the Inventions do not deemed constitute works made for made-for-hire, Employee Executive hereby irrevocably assigns to Employer the Company, and agrees that the Company shall be the sole and exclusive owner of, all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developmentsall copyrights and copyright rights in the Inventions. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its Executive reserves no rights with respect to such Developmentsany Inventions. Executive agrees that in furtherance of the foregoing, he hereby irrevocably designates shall deliver to the Company all tangible embodiments of the Inventions in his possession, custody or control and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents deliver to the Company all such documents, including, without limitation, patent and copyright applications and assignments, as the Company reasonably shall deem necessary to further document the Company’s ownership rights in the Inventions or tangible embodiments thereof and to do provide the Company the full and complete benefit thereof. Without limiting the foregoing, Executive further agrees to cooperate with and assist the Company with all other lawful acts necessary efforts of the Company to protect Employerprotect, register, obtain, establish, acquire, prosecute, maintain, perfect, enforce and/or defend the Company’s rights in or to the DevelopmentsInventions, including, without limitation, executing and delivering to the Company any and all instruments or documents and/or providing testimony requested by the Company for any such purpose. Employee expressly Executive acknowledges and agrees that the special foregoing power of attorney Executive is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination not entitled to any additional compensation for any of his employment with Employer and (iii) the termination of obligations under this AgreementSection 5.

Inventions. All inventionsExecutive hereby assigns and conveys and agrees to assign and convey to the Company all of his right, designstitle, formulaeand interest in and to any Proprietary Inventions (as hereinafter defined) and acknowledges that the Company is and shall be the exclusive owner of any Proprietary Inventions, processesincluding patents and other rights related to any discovery, discoveriesinvention, drawingsimprovement, improvements and developments made by Employeeprocess, either solely formula, or in collaboration with others, during his employment with Employertechnique, whether or not during working hourspatentable, that Executive made, may make, conceived, or reduced to practice, either alone or with others, either (i) in the course of performing work for the Company or at the Company's expense, or (ii) that results from tasks assigned to him by the Company, or (iii) which relates to the business of the Company whose creation ordinarily would be associated with his then current responsibilities as an Executive of the Company (hereinafter “Proprietary Inventions”). Executive will promptly disclose to the Company all such Proprietary Inventions and will help the Company, at its expense, obtain and enforce patents or Proprietary Inventions in any countries it selects, and relating to Executive will execute any methodsrelated documents, apparatusincluding, productswithout limitation, compoundsapplication papers for patents, services or deliverables which are madeassignments, furnishedaffidavits and oaths of facts within his knowledge, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all assignment of his right, title and interest in and to Proprietary Inventions and related patent applications and patents to the Company or its designee. Executive will do any other things the Company requests to convey to, or vest in, the Company the rights, titles, benefits, and privileges intended to be conveyed. Executive's obligation under this paragraph shall continue after the termination of his employment, subject to the Company's compensating him at a reasonable rate for time actually spent by him at the Company's request after termination. Executive acknowledges that all works of authorship (including, but not limited towithout limitation, copyright works or authorship that contain software program code) that Executive produces during, and all rights of inventorship) in and to such Developments. At within the request and expense of Employerscope of, his employment by the Company under this Agreement or any prior or subsequent employment agreement, whether they are or are not created on the Company's premises or during or after employment with Employerhours in which he is supposed to be rendering services to the Company, Employee shall make, execute are works made for hire and deliver all application papers, assignments or instrumentsare the property of the Company, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable that copyrights in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect theretothose works of authorship are the property of the Company. If for any reason Employee refuses or it appears that the Company is unable to assist Employer not the author of any such works of authorship for copyright purposes, Executive hereby expressly assigns all of his rights in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary that work to protect Employer’s rights the Company and agrees to sign any instrument of specific assignment requested. If Executive is identified as an inventor in any application for any United States or foreign patent where the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive invention (i) is claimed to have been made, conceived, or reduced to practice during the first year after termination of his death or incompetency, employment by the Company and (ii) would have been a Proprietary Invention relating to the Company’s business if it occurred before the termination of his employment with Employer and (iii) the termination of this Agreementemployment, then that invention shall be rebuttably presumed to be a Proprietary Invention.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee The Executive acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during the period of the Executive’s employment with the Company, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns The Executive will assign to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all patents or other intellectual property rights of inventorship) that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein the Executive’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such all other lawful acts as Employer may deem necessary be requested from time to time by the Company to perfect, record, enforce, protect, patent or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerregister the Company’s rights in the DevelopmentsInventions, all without additional compensation to the Executive from the Company. Employee expressly acknowledges that The Executive will also execute assignments to the special foregoing power Company (or its designee) of attorney is coupled with an interest the Applications, and is therefore irrevocable give the Company and shall survive its attorneys all reasonable assistance (iincluding the giving of testimony) his death or incompetencyto obtain the Inventions for the Company’s benefit, (ii) all without additional compensation to the termination of his employment with Employer and (iii) Executive from the termination of this AgreementCompany, but entirely at the Company’s expense.

Inventions. All inventionsAs used herein, designs“Invention” means any discovery, formulaeimprovement, processesinnovation, discoveriesidea, drawingsformula, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employershop right (whether or not patentable, whether or not during working hoursput into writing, and whether or not put into practice) made, generated, or conceived by Employee (whether alone or with others, whether or not patentable, whether or not put into writing, and whether or not reduced to practice) during the Term that relates in any way to the Company’s products, services, systems, markets, business methods, operations or plans. For purposes of this Agreement, any Invention relating to any methods, apparatus, products, compounds, services the business of the Company or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (Company’s actual or demonstrably anticipated research or development with respect to which Employee files a patent application within one year after termination of the “Developments”) Term shall become be presumed to be an Invention conceived by Employee during the Term, rebuttable only by accurate, written and remain duly corroborated evidence that such Invention was not first conceived by Employee until after the sole property termination of Employerthis Employment Agreement. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and further agrees that all Developments Inventions generated, made or conceived by Employee during the Term shall also be deemed “works made for hire” within solely owned by the meaning of the United States Copyright ActCompany, as amended. If, for any reason, such Developments are not deemed works made for hire, and Employee hereby irrevocably assigns to Employer the Company all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request any and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such DevelopmentsInventions. Employee shall assist promptly disclose all Inventions to the Company in writing. Employee further agrees to execute any assignments or similar documents requested by the Company to further evidence and document the Company’s rights in and to any Inventions, and to cooperate with Employer Company, at the Company’s expense, in obtaining letters patent or its representatives equivalent protection for such Inventions in any controversy or legal proceeding relating to such Developmentsand all locations and jurisdictions Company may choose in its sole discretion throughout the world, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power so without any requirement of attorney further consideration, even if such request is coupled with an interest and is therefore irrevocable and shall survive (i) his death made after this Agreement expires or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementterminates.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee The Participant acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Participant’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Participant, solely or jointly with others, during the Employment Term (as defined in the Employment Agreement), or (B) suggested by any work that the Participant performs in connection with the Company, either while performing the Participant’s duties with the Company or on the Participant’s own time, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Participant will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Participant will surrender them upon the termination of the Employment Term, or upon the Company’s request. IfThe Participant irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all patents or other intellectual property rights of inventorship) that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein the Participant’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). The Participant will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such all other lawful acts as Employer may deem necessary be requested from time to time by the Company to perfect, record, enforce, protect, patent or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerregister the Company’s rights in the DevelopmentsInventions, all without additional compensation to the Participant from the Company but at the Company’s sole expense. Employee expressly acknowledges that The Participant will also execute assignments to the special foregoing power Company (or its designee) of attorney is coupled with an interest the Applications, and is therefore irrevocable give the Company and shall survive its attorneys all reasonable assistance (iincluding the giving of testimony) his death or incompetencyto obtain the Inventions for the Company’s benefit, (ii) all without additional compensation to the termination of his employment with Employer and (iii) Participant from the termination of this AgreementCompany.

Inventions. All Employee will promptly disclose to the Company, or any persons designated by it, all improvements, inventions, designs, formulae, processes, discoveriestechniques, drawingsknow-how and data, improvements and developments whether or not patentable, made or conceived or reduced to practice or learned by Employee, either solely alone or in collaboration jointly with others, during his the period of Employee's employment with Employerhereunder, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are maderelated to or useful in the business of the Company, furnishedor result from tasks assigned Employee by the Company, soldor result from use of premises owned, leasedleased or contracted for by the Company (all said improvements, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) inventions, formulae, processes, techniques, know-how and data shall become and remain be collectively hereinafter be called "Inventions"). Employee agrees that all Inventions shall be the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges the Company and agrees that all Developments its assigns, and the Company and its assigns shall be deemed “works made for hire” within the meaning sole owner of the United States Copyright Act, as amendedall patents and other rights in connection therewith. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer the Company any rights Employee may have or acquire in all of his rightInventions. Employee further agrees, title as to all Inventions, to assist the Company in every proper way (but at the Company's expense) to obtain and interest (including, but not limited to, copyright from time to time enforce patents and copyrights on and trade secrets relating to Inventions in any and all rights of inventorship) in countries, and to that end Employee will execute all documents for use in applying for and obtaining such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related thereon and enforcing same, as the Company may desire, together with any assignments thereof to such Developments the Company or persons designated by it. Employee's obligation to assist the Company in vesting in Employer full legal title obtaining and enforcing patents and copyrights for and trade secrets relating to such Developments. Employee shall assist and cooperate with Employer or its representatives Inventions in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and countries shall survive (i) his death or incompetency, (ii) continue beyond the termination of his employment with Employer and (iii) Employee's employment, but the Company shall compensate Employee at a reasonable rate after such termination of this Agreement.for time actually spent by Employee at the Company's request on such assistance. The foregoing provision shall not apply to Inventions:

Inventions. All inventionsWith respect to Inventions made, designsauthored, formulae, processes, discoveries, drawings, improvements and developments made or conceived by Employee, Executive either solely or jointly with others during employment by Employer or within 12 months after termination of employment, Executive shall promptly and fully disclose and describe such Inventions in collaboration writing to the Employer, assign, and does hereby assign, to Employer all of Executive’s rights, title and interest in and to such Inventions and to applications for letters, patent and/or copyright in all countries and to all letters patent and/or copyrights granted upon such Inventions in all countries. Executive will, during the term of this Agreement and thereafter, do such other acts as may be necessary in the Employer’s sole discretion to preserve property rights against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights and to vest the entire right and title thereto in the Employer. The provisions of this paragraph shall not apply to Inventions made, authored or conceived by Executive after termination of this Agreement so long as: (i) such Inventions do not relate to the Employer’s business or to the Employer’s actual or demonstrably anticipated research or development; (ii) such Inventions do not result from any work performed by Executive for the Employer; and (iii) no Employer Confidential Information is used in the making, authorship or conception of the Invention or discovery. For purposes of this Agreement, “Inventions” means discoveries, concepts, ideas and works of authorship, whether or not patentable or subject to copyright including but not limited to processes, methods, formulas, and techniques, as well as improvement or know-how concerning any present or prospective activities of the Employer with which the Executive becomes acquainted as a result of Executive’s employment by the Employer or which are conceived by Executive, alone or with others, during his the employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by the Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementone year thereafter.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee Executive acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship, whether patentable or unpatentable, that relate to Executive’s work with the Company Group and are made or conceived by Executive, solely or jointly with others, during the term of Executive’s employment (collectively, “Inventions”) shall belong exclusively to the Company, Parent (or their designees), whether or not patent applications are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Companies, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Companies. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompanies, as amendedand Executive will surrender them upon the termination of Executive’s employment, or upon the Companies’ request. IfExecutive hereby irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Companies the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the term of Executive’s employment, together with Employerthe right to file, Employee shall makein Executive’s name or in the name of the Companies (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). Executive will, at any time during and subsequent to the term of Executive’s employment, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and at the Companies’ expense perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be reasonably requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Companies with respect to such Developmentsthe Inventions. Executive will also execute assignments to the Company, he Parent (or their designee) of the Applications, and give the Companies and their attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Companies’ benefit, all without additional compensation to Executive from the Companies, but entirely at the Companies’ expense. If the Companies are unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints Employer the Companies and its duly authorized officers and agents as his agents Executive’s agent and attorneys-in-fact attorney in fact, to act for and in Executive’s behalf and stead to execute and file any documents and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in connection with the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementforegoing.

Inventions. All inventions(a) Executive acknowledges that Executive’s work on and contributions to any documents, programs, designs, formulaemethodologies, protocols, inventions, discoveries, innovations, trade secrets, ideas, processes, discoveriesformulas, drawingsdata, improvements works of authorship, know-how, improvements, developments, techniques and developments other expressions in any medium, whether patentable or copyrightable, which have been or will be prepared by Executive, or to which Executive has contributed or will contribute, related to the Company or its Subsidiaries or their respective businesses and in connection with Executive’s services to the Company or any of its Subsidiaries, whether before or during the Term (collectively, “Works”), are and will be within the scope of Executive’s services and part of Executive’s duties and responsibilities hereunder. Executive’s work on and contributions to the Works will be rendered and made by EmployeeExecutive for, either solely or in collaboration with others, during his employment with Employer, whether or not during working hoursat the instigation of, and relating to any methodsunder the overall direction of, apparatusthe Company, products, compounds, services or deliverables which and are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer at all such Developments. Employee acknowledges and agrees that all Developments times shall be deemed regarded, together with the Works, as “works work made for hire” within the meaning of as that term is used in the United States Copyright Actcopyright laws. However, to the extent that any court or agency should conclude that the Works (or any of them) do not constitute or qualify as amended. If, for any reason, such Developments are not deemed works a “work made for hire,” Executive hereby assigns, Employee hereby assigns grants, and delivers exclusively and throughout the world to Employer the Company all of his rightrights, title titles, and interest (including, but not limited to, copyright and all rights of inventorship) interests in and to any such DevelopmentsWorks, and all copies and versions, including all copyrights and renewals. At Executive agrees to cooperate with the request Company and expense of Employer, whether during or after employment with Employer, Employee shall make, to execute and deliver all application papersto the Company and its successors and assigns, any assignments or instrumentsand documents the Company requests for the purpose of establishing, evidencing, and perform enforcing or cause defending its complete, exclusive, perpetual, and worldwide ownership of all rights, titles, and interests of every kind and nature, including all copyrights, in and to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applicationsthe Works, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates Executive constitutes and appoints Employer and its duly authorized agents the Company as his agents and attorneys-in-fact agent to execute and file deliver any assignments or documents Executive fails or refuses to execute and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing deliver, this power of attorney is and agency being coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) being irrevocable. Without limiting the termination of his employment with Employer and (iii) the termination preceding provisions of this AgreementSection 11, Executive agrees that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company, in its sole discretion, may determine.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee The Executive acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. IfThe Executive irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all patents or other intellectual property rights of inventorship) that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein the Executive’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such all other lawful acts as Employer may deem necessary be requested from time to time by the Company to perfect, record, enforce, protect, patent or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerregister the Company’s rights in the DevelopmentsInventions, all without additional compensation to the Executive from the Company. Employee expressly acknowledges that The Executive will also execute assignments to the special foregoing power Company (or its designee) of attorney is coupled with an interest the Applications, and is therefore irrevocable give the Company and shall survive its attorneys all reasonable assistance (iincluding the giving of testimony) his death or incompetencyto obtain the Inventions for the Company’s benefit, (ii) all without additional compensation to the termination of his employment with Employer and (iii) Executive from the termination of this AgreementCompany, but entirely at the Company’s expense.

Inventions. All Executive shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, designs, formulae, processes, discoveries, drawings, improvements and developments valuable discoveries ("INVENTIONS"), whether patentable or not, that are conceived or made by EmployeeExecutive, either solely or in collaboration jointly with othersanother, during the period of employment and that are directly related to the business or activities of the Company and that Executive conceives as a result of his employment with Employer, whether or not during working hours, by the Company. Executive hereby assigns and relating agrees to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer assign all his interests in the Inventions to the Company or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employernominee. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and Executive agrees that all Developments Inventions that he develops or conceives and/or documents during such period shall be deemed “works made made-for-hire for hire” the Company within the meaning of the copyright laws of the United States Copyright Actor any similar or analogous law or statute of any other jurisdiction, and accordingly, the Company shall be the sole and exclusive owner for all purposes for the distribution, exhibition, advertising and exploitation of the Inventions or any part of them in all media and by all means now known or that may hereafter be devised, throughout the universe in perpetuity. Executive agrees that in furtherance of the foregoing, he shall disclose, deliver and assign to the Company all Inventions and shall execute all such documents, including patent and copyright applications, as amendedthe Company reasonably shall deem necessary to further document the Company's ownership rights therein and to provide the Company the full and complete benefit thereof. If, for Should any reason, such Developments are arbitrator or court of competent jurisdiction ever hold that the materials derived from Executive's contributions to the Company do not deemed constitute works made for made-for-hire, Employee Executive hereby irrevocably assigns to Employer the Company, and agrees that the Company shall be the sole and exclusive owner of, all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to all Inventions, including the copyrights and any other proprietary rights arising therefrom. Executive reserves no rights with respect to any Inventions, and hereby acknowledges the adequacy and sufficiency of the compensation paid and to be paid by the Company to Executive for the Inventions and the contributions he will make to the development of any such Developmentsinformation or Inventions. At Executive agrees to cooperate with all lawful efforts of the Company to protect the Company's rights in and to any or all of such information and Inventions and will, at the request and expense of Employer, whether during or after employment with Employer, Employee shall makethe Company, execute any and deliver all application papers, assignments instruments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem documents necessary or desirable in making order to register, establish, acquire, prosecute, maintain, perfect or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or defend the Company's rights in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary the Inventions. Any such Inventions that were developed by Executive prior to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer ACN (and its predecessors) shall not be covered by the terms of this Section 5. However, to the extent that any such Inventions are deemed owned by Executive and Executive has permitted the Company (iiior ACN or its predecessors) to use such Inventions, the Company shall have a perpetual, non-exclusive, royalty-free license to use such Inventions, which license shall survive the termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee The Participant acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Participant’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Participant, solely or jointly with others, during the period of employment (the “Employment Term”), or (B) suggested by any work that the Participant performs in connection with the Company, either while performing the Participant’s duties with the Company or on the Participant’s own time, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Participant will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Participant will surrender them upon the termination of the Employment Term, or upon the Company’s request. IfThe Participant irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all patents or other intellectual property rights of inventorship) that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein the Participant’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). The Participant will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such all other lawful acts as Employer may deem necessary be requested from time to time by the Company to perfect, record, enforce, protect, patent or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerregister the Company’s rights in the DevelopmentsInventions, all without additional compensation to the Participant from the Company but at the Company’s sole expense. Employee expressly acknowledges that The Participant will also execute assignments to the special foregoing power Company (or its designee) of attorney is coupled with an interest the Applications, and is therefore irrevocable give the Company and shall survive its attorneys all reasonable assistance (iincluding the giving of testimony) his death or incompetencyto obtain the Inventions for the Company’s benefit, (ii) all without additional compensation to the termination of his employment with Employer and (iii) Participant from the termination of this AgreementCompany.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns and transfers to Employer the Company, or to any person or entity designated by the Company, all of his or her entire right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request all inventions, ideas, discoveries, disclosures and expense of Employerimprovements, whether patented or unpatented, and all copyrightable material, made, authored or conceived by Employee, solely or jointly, or in whole or in part, during employment by the Company (collectively, “Intellectual Works”). The Company and Employee agree that this provision does not apply to any invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless: (a) the invention relates to the business of the Company or to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. Employee further agrees promptly to communicate and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to such Intellectual Works. Employee further agrees, during employment and thereafter, to execute and deliver to the Company such form of assignments and transfers and such other papers, documents or information, as reasonably may be requested to permit the Company, or any person or entity designated by the Company, to file, prosecute, obtain or otherwise protect or transfer any intellectual property, including any patent, patent application or copyright. The Company shall pay all costs incident to the execution and delivery of such transfers, assignments or documents. Employee further agrees to give all lawful testimony, which may be requested by the Company in connection with any Intellectual Works, during and after employment with Employerthe Company, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause on the understanding that such testimony is to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related given without out-of-pocket expense to such Developments or in vesting in Employer full legal title to such DevelopmentsEmployee. Any Intellectual Work by Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) within six months following the termination of his employment with Employer and (iii) the termination Company shall be deemed to fall within the provisions of this AgreementParagraph unless Employee can demonstrate by objective, documentary records that such work was first conceived and made following the end of employment with the Company.

Inventions. All inventionsInventorship of inventions conceived or reduced to practice in the course of research and other Development activities under this Agreement shall be determined by application of United States patent Laws pertaining to inventorship. If such inventions are jointly invented in the course of such Development activities by one or more employees or consultants or contractors of both Parties, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hourssuch inventions shall be jointly owned (“Joint Invention”), and relating to any methodsif one or more claims included in an issued patent or pending patent application which is filed in a patent office in the Territory claim such Joint Invention, apparatus, products, compounds, services such patent or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business patent application shall be jointly owned (the “DevelopmentsJoint Patent Rights”) shall become and remain the sole property of Employer. Employee shall disclose promptly provided that, BMS’ interest in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments any Joint Patent Rights shall be deemed “works made for hire” to be and included within the meaning BMS Patent Rights. If such an invention is solely invented by an employee or consultant of a Party, such invention shall be solely owned by such Party, and any patent filed claiming such solely owned invention shall also be solely owned by such Party, Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. provided that, any such patent filed claiming an invention solely invented by an employee or consultant of BMS shall be deemed to be and included within the United States Copyright ActBMS Patent Rights. This Agreement shall be understood to be a joint research agreement in accordance with 35 U.S.C. § 103(c), as amended, to develop the Licensed Compounds and/or Licensed Products. IfEach Party shall enter into binding agreements obligating all employees and consultants performing activities under or contemplated by this Agreement, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights activities related to such Developments the BMS Patent Rights, Licensed Compounds or in vesting in Employer full legal title Licensed Products, to such Developments. Employee shall assist and cooperate with Employer or its representatives assign his/her interest in any controversy invention conceived or legal proceeding relating reduced to practice in the course of such Developments, activities to the Party for which such employee or to any patents, copyrights or trade secrets with respect theretoconsultant is providing its services. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with With respect to contractors, Company shall use good faith and reasonable efforts to secure an agreement from such Developments, he hereby irrevocably designates contractor to assign or license (with the right to sublicense) to Company inventions (and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s patent rights covering such inventions) made by such contractor in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementperforming such services for Company.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee Executive acknowledges and agrees that all Developments shall trade secrets, mask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products, developments or other works of authorship (“Inventions”), whether patentable or unpatentable, (aa) that relate to Executive’s work with OptiNose, made, developed or conceived by Executive, solely or jointly with others or with the use of any of OptiNose’s equipment, supplies, facilities or trade secrets or (bb) suggested by any work that Executive performs in connection with XxxxXxxx, either while performing Executive’s duties with OptiNose or on Executive’s own time, but only insofar as the Inventions are related to Executive’s work as an employee of OptiNose (collectively, “Company Inventions”), will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by XxxxXxxx, of all Company Inventions, and will promptly disclose all Company Inventions completely and in writing to the Company. The Records will be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand Executive will surrender them upon the termination of Executive’s employment, or upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, Employee Executive hereby assigns to Employer all of his right, title and interest the Company (including, but not limited to, copyright and or its designee) the Company Inventions including all rights of inventorship) in and to such Developments. At the request any related patents and expense of Employerother intellectual property that may issue thereon in any and all countries, whether during or after subsequent to Executive’s employment with EmployerOptiNose, Employee shall maketogether with the right to file, execute in Executive’s name or in the name of the Company (or its designee), applications for patents and deliver all application equivalent rights (the “Applications”). Executive will, at any time during and subsequent to Executive’s employment with OptiNose, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Company Inventions and the underlying intellectual property. Executive will also execute assignments to the Company (or its designee) of the Applications, he hereby irrevocably designates and appoints Employer give the Company and its duly authorized agents as his agents attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and attorneys-in-fact the underlying intellectual property for its benefit, all without additional compensation to execute and file any documents and to do all other lawful acts necessary to protect EmployerExecutive from the Company, but entirely at the Company’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementexpense.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and Jxxxx agrees that all Developments ideas, developments, suggestions and inventions conceived or reduced to practice, as a result of Services provided by Jxxxx under this Agreement, shall be deemed “works made for hire” within the meaning exclusive property of Monopar and shall be promptly communicated and assigned to Monopar. Jxxxx shall require any other parties contracted by Jxxxx to disclose the same to Jxxxx and to be bound by the provisions of this paragraph. During the period of this Agreement and thereafter at any reasonable time when called upon to do so by Monopar, Jxxxx shall require any employees of or other parties contracted by Jxxxx to execute patent applications, assignments to Monopar (or any designee of Monopar) and other papers and to perform acts which Monopar believes necessary to secure to Monopar full protection and ownership of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to the services performed by Jxxxx and/or for the preparation, filing and prosecution of applications for patents or inventions made by any employees of or other parties contracted by Jxxxx hereunder. The decision to file patent applications on inventions made by any employees of or other parties contracted by Jxxxx shall be made by Monopar and shall be for such Developmentscountries, as Monopar shall elect. At Monopar agrees to bear all the request expense in connection with the preparation, filing and expense prosecution of Employerapplications for patents and for all matters provided in this paragraph requiring the time and/or assistance of Jxxxx as to such inventions. Notwithstanding the foregoing, whether during or after employment with Employerideas, Employee shall makedevelopments, execute and deliver all application papers, assignments or instrumentssuggestions, and perform inventions conceived or cause reduced to practice by Jxxxx that do not directly arise from Jerry’s performance under this Agreement, shall be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations owned by Jxxxx. [***] = Confidential Information has been omitted and extensions thereof) filed separately with the Securities and copyrights related to such Developments or in vesting in Employer full legal title to such DevelopmentsExchange Commission. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights Confidential treatment has been approved with respect to such Developmentsthe omitted information, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact pursuant to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetencyOrder dated January 8, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement2018.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-in- fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement.

Inventions. All Executive hereby assigns and agrees to assign all his interests in Inventions (as defined below) and tangible embodiments thereof and all intellectual property and proprietary rights therein to the Company or its nominee. The term “Inventions” means any and all ideas inventions, designsimprovements, formulaetechnology, processes, know-how and discoveries, drawingswhether patentable or not and whether a Trade Secret (defined below) or not, improvements and developments any and all works of authorship (as defined in Section 102 of the U.S. Copyright Act), trademarks, trade names, slogans, logos, processes patents and other intellectual property, which are conceived or made by EmployeeExecutive, either solely or in collaboration jointly with othersanother person or persons, during the Term and which Executive makes or conceives as a result of or in connection with his employment by the Company or with Employerthe use of any of the Company’s personnel, whether equipment, resources or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employerother assets. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and Executive agrees that all Developments Inventions shall be deemed “works made made-for-hire for hire” the Company within the meaning of the copyright laws of the United States Copyright Actor any similar or analogous law or statute of any other jurisdiction, as amendedand accordingly, the Company shall be the sole and exclusive author and owner of all copyrights and copyright rights in the Inventions for all purposes and in any and all media and means now known or which may hereafter be devised, throughout the universe in perpetuity. If, for Should any reason, such Developments are arbitrator or court of competent jurisdiction ever hold that the Inventions do not deemed constitute works made for made-for-hire, Employee Executive hereby irrevocably assigns to Employer the Company, and agrees that the Company shall be the sole and exclusive owner of, all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developmentsall copyrights and copyright rights in the Inventions. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its Executive reserves no rights with respect to such Developmentsany Inventions. Executive agrees that in furtherance of the foregoing, he hereby irrevocably designates shall deliver to the Company all tangible embodiments of the Inventions in his possession, custody or control and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents deliver to the Company all such documents, including, without limitation, patent and copyright applications and assignments, as the Company reasonably shall deem necessary to further document the Company’s ownership rights in the Inventions or tangible embodiments thereof and to do provide the Company the full and complete benefit thereof. Without limiting the foregoing, Executive further agrees to cooperate with and assist the Company, at the Company’s expense, with all other lawful acts necessary efforts of the Company to protect Employerprotect, register, obtain, establish, acquire, prosecute, maintain, perfect, enforce and/or defend the Company’s rights in or to the DevelopmentsInventions, including, without limitation, executing and delivering to the Company any and all instruments or documents and/or providing testimony requested by the Company for any such purpose. Employee expressly Executive acknowledges and agrees that the special foregoing power of attorney Executive is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination not entitled to any additional compensation for any of his employment with Employer obligations under this Section 5, except for the reimbursement of reasonable and (iii) the termination of this Agreementnecessary expenses incurred by Executive in performing his obligations hereunder.

Inventions. All inventionsEmployee hereby assigns to the Company all of Employee’s right, designstitle and interest in and to, formulaeand shall disclose promptly to the Company, any and all work product, trade secrets, developments, processes, inventions, ideas and discoveries, drawingsand works of authorship developed, improvements and developments made discovered, improved, authored, derived, invented or acquired by Employee during the period of Employee’s employment by the Company (collectively, either solely or in collaboration with others, during his employment with Employer“Work Product”), whether or not during working business hours, and relating to any methods, apparatus, products, compounds, services or deliverables which that are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain either related to the Business (scope of Employee’s employment by the “Developments”) shall become and remain Company or make use, in any manner, of the sole property resources of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges the Company, and agrees that all Developments such Work Product shall be deemed and shall remain the exclusive property of the Company. Employee further agrees that all Work Product that is made by Employee (solely or jointly with others) within the scope of and during the period of the Employee’s employment relationships constitutes “works made for hire” within (to the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereofgreatest extent permitted by applicable law) and copyrights related to such Developments or in vesting in Employer full legal title to such Developmentsare compensated by Employee’s salary. Employee shall assist and cooperate with Employer or its representatives in agrees to execute any controversy or legal proceeding relating documentation required by the Company to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing protect its rights with respect to such Developments, he hereby irrevocably designates hereunder and appoints Employer and its duly authorized agents the Company as his agents and attorneysattorney-in-fact to execute and file any documents documentation to protect the Company’s rights pursuant to this Agreement should Employee be unwilling or unable to do so, and to do all other lawful acts necessary further agrees to protect Employer’s assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Developments. Employee expressly acknowledges Work Product and any copyrights, patents,trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights; provided, however, that the special foregoing power Employee and the Company understand that Work Product shall not include any invention which qualifies fully under the provisions of attorney is coupled with an interest and is therefore irrevocable and shall survive subdivision (ia) his death or incompetencyof California Labor Code Section 2870, other than those stated in subsections (ii1) the termination of his employment with Employer and (iii2) the termination of this Agreementthereof.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to As between the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer Parties all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy Inventions conceived or legal proceeding relating created or first reduced to such Developments, practice after the Effective Date and in connection with the exercise of rights or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power performance of attorney is coupled with an interest and is therefore irrevocable and shall survive obligations under this Agreement (i) his death by or incompetencyunder the authority of Lilly or its Affiliates or Sublicensees, independently of Sigilon and its Affiliates, shall be owned by Lilly (each, a “Lilly Invention”); (ii) by or under the termination authority of his employment Sigilon or its Affiliates or Sublicensees, independently of Lilly and its Affiliates (with Employer the exception of Cell Line IP), shall be owned by Sigilon (each, a “Sigilon Invention”); and (iii) jointly by personnel of Lilly or its Affiliates and Sigilon or its Affiliates (with the termination exception of Cell Line IP) shall be jointly owned by Lilly and Sigilon (each, a “Joint Invention”). Any Patent Right claiming a Joint Invention and is filed by a Party or its Affiliate after the Effective Date, is referred to herein as a “Joint Patent Right.” All Sigilon Inventions and Sigilon’s interest in any Joint Inventions that are necessary or useful to the Research Activities, Development, Manufacture or Commercialization of the Licensed Product in the Territory, and all intellectual property rights therein, shall be automatically included in the Sigilon Patent Rights and Sigilon Know-How. All Lilly Inventions and Lilly’s interest in any Joint Inventions that are necessary or useful to the Research Activities, Development, Manufacture or Commercialization of the Licensed Product in the Territory, and all intellectual property rights therein, shall be automatically included in the Lilly Patent Rights and Lilly Know-How. Except as expressly provided otherwise in this Agreement, neither Party shall have any obligation to obtain any approval of the other Party for, nor pay the other Party any share of the proceeds from or otherwise account to the other Party for, the practice, enforcement, licensing, assignment or other exploitation of any Joint Patent Rights, and each Party hereby waives any right it may have under the laws of any country to require such approval, sharing or accounting.

Inventions. All inventionsIf Employee individually or jointly makes, designsconceives of, formulaeor reduces to practice any invention, processestechnique, discoveriesprocess, drawingsimprovement, improvements and developments made by modification, development, documentation, data, design, idea, discovery, trademark, trade secret, formula, process, or other know-how, whether patentable or not, in the course of performing services for Company, which relates in any manner to or is useful in the actual or anticipated Company Business or results from any task assigned to Employee, either solely work performed by Employee for Company, or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, solduse by Employee of Company owned, leased, used or developed by Employer contracted premises or its affiliates or which pertain to the Business equipment (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Actcollectively, as amended. If, for any reason, such Developments are not deemed works made for hire"Inventions"), Employee will and hereby assigns does assign to Employer all of his Company Employee's entire right, title and interest (including, but not limited to, copyright in such Inventions. Employee agrees that all Inventions shall be the sole property of Company and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instrumentsits assigns, and perform or cause Company and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. Employee will disclose any such Inventions to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applicationsan officer of Company and will, domestic or foreignupon request, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal promptly sign a specific assignment of title to such Developments. Employee shall assist Company and cooperate with Employer or its representatives in any controversy or legal proceeding relating do anything else reasonably necessary without additional compensation to such Developmentsenable Company to secure patent, trade secret, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s proprietary rights in the DevelopmentsUnited States or foreign countries. Employee expressly acknowledges agrees to execute any documents deemed necessary or advisable by Company to effect the terms of this paragraph. Employee agrees that the special foregoing power of attorney is coupled with an interest Employee's obligation to assist Company in obtaining and is therefore irrevocable enforcing patents and copyrights for Inventions shall survive (i) his death or incompetencycontinue beyond Employee's employment, (ii) the provided that after termination of his employment Company compensates Employee at a reasonable rate for time actually spent by Employee at Company's request on such assistance. Employee agrees that after termination of employment with Employer and (iii) the termination Company Employee shall not use or permit to be used any Inventions, except in furtherance of this AgreementCompany Business.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his her employment with Employerthe Company, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services apparatus or deliverables products which are made, furnishedmanufactured, sold, leased, used or developed by Employer or its affiliates the Company or which pertain to the Business (the “Developments”) ), shall become and remain the sole property of Employerthe Company. Employee shall disclose promptly in writing to Employer the Company all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee shall assign, and hereby assigns assigns, to Employer the Company, all of his Employee’s right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employerthe Company, whether during or after employment with Employerhereunder, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer the Company may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer the Company full legal title to such Developments. Employee shall assist and cooperate with Employer the Company or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer the Company in obtaining or enforcing its rights with respect to such Developments, he Employee hereby irrevocably designates and appoints Employer the Company and its duly authorized agents as his Employee’s agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerthe Company’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his Employee’s death or incompetency, incompetency and (ii) the termination of his employment with Employer and (iii) the any termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by the Employee, either solely or in collaboration with others, during his employment with Employerthe Company, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services apparatus or deliverables products which are made, furnishedmanufactured, sold, leased, used or developed by Employer or its affiliates the Company or which pertain to the Business (the “Developments”) "DEVELOPMENTS"), shall become and remain the sole property of Employerthe Company. The Employee shall disclose promptly in writing to Employer the Company all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” "WORKS MADE FOR HIRE" within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, the Employee shall assign, and hereby assigns assigns, to Employer the Company, all of his the Employee's right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employerthe Company, whether during or after employment with Employerhereunder, the Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer the Company may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer the Company full legal title to such Developments. The Employee shall assist and cooperate with Employer the Company or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason the Employee refuses or is unable to assist Employer the Company in obtaining or enforcing its rights with respect to such Developments, he the Employee hereby irrevocably designates and appoints Employer the Company and its duly authorized agents as his the Employee's agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s the Company's rights in the Developments. The Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his the Employee's death or incompetency, incompetency and (ii) the termination of his employment with Employer and (iii) the any termination of this Agreement.

Inventions. All inventionsThe Executive agrees to assign, designstransfer, formulaeand sets over to Employer his entire and exclusive right, processestitle, discoveriesand interest, drawingsincluding rights in the nature of patent rights, improvements trademark rights, copyrights, trade secrets, or design rights, in and developments made by to any and all Inventions (as defined below) that are created, conceived, designed or otherwise invented commencing on the date of Employee, either solely ’s initial consultancy or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by the Employer or its affiliates or which pertain to the Business (whichever occurred first) (the “DevelopmentsStart Date”) shall become and remain ), which date may precede the sole property date of Employerthis Agreement, but not any Inventions owned by the Executive as of the Start Date or any improvements or modifications of such inventions that may occur after the Start Date. Employee shall disclose promptly in writing to Employer This assignment includes without limitation all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of rights in the United States Copyright Actof America and throughout the world, as amendedand in and to any Letters Patent, applications for Letters Patent, any division, reissue, extension, continuation, or continuation-in-part thereof, or any copyright or trademark registrations which may be granted and issued for such Inventions. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to The parties intend that Employer all of his shall have sole and exclusive right, title title, and interest in such Inventions. The Executive agrees to execute and deliver, and cause to be executed and delivered, any and all additional papers, documents, instruments, and other assurances reasonably required to effectively carry out the intent and purposes of this Section 5.04, and shall do (at Employer’s expense) any and all acts and things reasonably necessary in connection with the performance of the Executive’s obligations hereunder, including, but not limited to, copyright those acts reasonably required to accomplish the aforesaid registrations and applications for Letters Patent. The Executive represents and warrants to Employer that he is now under no contract or agreement, nor has he previously executed any documents whatsoever, with any other person, firm, association, or corporation that will, in any manner, prevent his giving, and Employer from receiving, the exclusive benefit of his services and of any and all rights Inventions that may be devised or developed by him or under his direction, in accordance with the terms of inventorship) this Agreement. As used in this Agreement, the term “Invention” means any and to such Developments. At the request and expense of Employerall improvements, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instrumentsinventions, and perform other creative works of any kind whether or cause to be performed such other lawful acts as Employer not patented that the Executive may deem necessary make or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developmentsconceive solely, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled Executive may make or conceive jointly or commonly with an interest and is therefore irrevocable and shall survive (i) his death or incompetencyothers, (ii) either during the termination term of his employment with Employer and or within a period of one (iii1) year from the termination Expiration Date, relating to: (a) methods, processes, apparatus, or designs concerned with the production of this Agreementany character of goods, materials, or services sold or used by Employer; and/or (b) any character of goods, materials, or services sold or used by Employer.

Inventions. All systems, inventions, designs, formulae, processes, discoveries, drawingsapparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived by Employee during Employee’s employment by Sysorex or SGS, whenever or wherever made, developed or conceived, and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working business hours, and relating which constitute an improvement, on those heretofore, now or at any time during Employee’s employment, developed, manufactured or used by Sysorex or SGS in connection with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Sysorex or SGS, or any services to be performed by Sysorex or SGS or of any methods, apparatus, products, compounds, services product which shall or deliverables which are made, furnished, sold, leased, used could reasonably be manufactured or developed by Employer or its affiliates marketed in the reasonable expansion of Sysorex or which pertain SGS’s business, shall be and continue to remain Sysorex or SGS’s exclusive property, without any added compensation to Employee, and upon the Business (the “Developments”) shall become conception of any and remain the sole property of Employer. every such invention, process, discovery or improvement and without waiting to perfect or complete it, Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges promises and agrees that all Developments shall be deemed “works made for hire” within Employee will immediately disclose it to Sysorex or SGS, as applicable, and to no one else and thenceforth will treat it as the meaning property and secret of Sysorex or SGS. Employee will also execute any instruments requested from time to time by Sysorex or SGS to vest in it complete title and ownership to such invention, discovery or improvement and will, at the request of Sysorex or SGS, do such acts and execute such instruments as Sysorex or SGS may require, but at Sysorex or SGS’s expense to obtain Letters of Patent, trademarks or copyrights in the United States Copyright Act, as amended. Ifand foreign countries, for such invention, discovery or improvement and for the purpose of vesting title thereto in Sysorex or SGS, all without any reasonadditional compensation of any kind to Employee. Sysorex or SGS hereby notifies Employee that the provisions of this Section 10 do not apply to any inventions for which no equipment, supplies, facilities or trade secret information of Sysorex or SGS was used and which was developed entirely on the Employee’s own time, unless (x) such Developments are not deemed works made for hireinvention relates to the past, Employee hereby assigns to Employer all actual or planned business or activities of his rightSysorex or SGS, title and interest (including, but not limited towithout limitation, copyright research and all rights of inventorshipdevelopment or (y) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives invention results in any controversy way from any work performed by the Employee for Sysorex or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementSGS.

Inventions. All Employee shall inform the Employer using the ---------- established procedures promptly and fully of all inventions, improvements, discoveries, know-how, designs, formulae, processes, discoveriesformulae and techniques, drawingsand any related suggestions and ideas (hereinafter "Inventions"), improvements and developments whether patentable or not, which are solely or jointly conceived or made by Employee, either solely or in collaboration with others, during his the period of Employee's employment with by the Employer, whether during or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by out of Employee's usual hours of work. The Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer own all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest to those inventions (includinghereinafter "Employer Inventions") which are: (a) within the scope of the Employer's business, but which includes areas in which research is being conducted and areas of technical or market investigation; and/or (b) related to work done for the Employer by Employee. Employee hereby assigns and agrees to assign to the Employer Employee's entire right, title and interest in all Employer Inventions and any patents, design patents, and any other forms of intellectual property resulting therefrom. Employee shall protect the Employer's right to patent Employee's Employer Inventions by keeping written records, which are witnessed and dated, concerning dates of conception and reduction to practice, and Employee shall not limited topublish information concerning Employer Inventions without prior approval from the Employer. Employee shall also, copyright during and all rights after Employee's employment, execute such written instruments and render such other assistance as the Employer shall reasonably request to obtain and maintain patents, design patents, or other forms of inventorship) in protection on any Employer Inventions and to such Developmentsvest and confirm in the Employer its entire right, title and interest therein. At the request and expense of Employer, whether during or after employment with EmployerIn this regard, Employee shall makebe reimbursed by the Employer for actual expenses incurred and, execute and deliver all application papersif no longer an employee of the Employer, assignments or instruments, and perform or cause to shall be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, reasonably compensated for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementassistance rendered.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, ; and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning as a function of the United States Copyright ActEmployee’s employment with the Company and/or any of its Subsidiaries, as amendedthe Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). IfThe Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries, shall hold in trust for the sole benefit of the Company and/or any reasonof its Subsidiaries, such Developments are not deemed works made for hire, Employee and hereby assigns exclusively to Employer the Company without additional compensation or consideration to the Employee all of his rightthe Employee’s rights, title and interest (in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its Subsidiaries, including, but not limited towithout limitation, all patent rights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or other intellectual property right relating to any Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of (a) the assignment of all rights of inventorshipthe Employee, if any, in any Inventions and (b) the Company ‘s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf to execute and file any such document and to such Developmentsdo all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. At The Employee will assist the request and Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of Employerthe Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, whether the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during or after the last period of employment with Employerthe Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee shall makeprior to employment with the Company and/or any of its Subsidiaries without using any equipment, execute and deliver all application paperssupplies, assignments facilities, services, or instruments, and perform or cause Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or the business of the Company and/or any of its representatives in any controversy or legal proceeding relating to such DevelopmentsSubsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any patentsof its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, copyrights or trade secrets with respect theretoon the form set forth as Appendix D, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If for the Employee has completed Appendix D, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any reason of its Subsidiaries may not necessarily agree with all of the Employee’s assertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee refuses has an interest at any time prior to or is unable during the Employee’s employment with the Company and/or any of its Subsidiaries, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company and/or any of its Subsidiaries, or if the Employee permits the Company and/or its Subsidiaries to assist Employer in obtaining use or enforcing incorporate such an Invention, the Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to exercise any and all rights with respect to such DevelopmentsInvention, he hereby irrevocably designates including the right to protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact the right to execute and file any documents and sublicense those rights to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementothers.

Inventions. All systems, inventions, designs, formulae, processes, discoveries, drawingsapparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived by Employee during Employee's employment by Sysorex or SGS, whenever or wherever made, developed or conceived, and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working business hours, and relating which constitute an improvement, on those heretofore, now or at any time during Employee's employment, developed, manufactured or used by Sysorex or SGS in connection with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Sysorex or SGS, or any services to be performed by Sysorex or SGS or of any methods, apparatus, products, compounds, services product which shall or deliverables which are made, furnished, sold, leased, used could reasonably be manufactured or developed by Employer or its affiliates marketed in the reasonable expansion of Sysorex or which pertain SGS's business, shall be and continue to remain Sysorex or SGS's exclusive property, without any added compensation to Employee, and upon the Business (the “Developments”) shall become conception of any and remain the sole property of Employer. every such invention, process, discovery or improvement and without waiting to perfect or complete it, Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges promises and agrees that all Developments shall be deemed “works made for hire” within Employee will immediately disclose it to Sysorex or SGS, as applicable, and to no one else and thenceforth will treat it as the meaning property and secret of Sysorex or SGS. Employee will also execute any instruments requested from time to time by Sysorex or SGS to vest in it complete title and ownership to such invention, discovery or improvement and will, at the request of Sysorex or SGS, do such acts and execute such instruments as Sysorex or SGS may require, but at Sysorex or SGS's expense to obtain Letters of Patent, trademarks or copyrights in the United States Copyright Act, as amended. Ifand foreign countries, for such invention, discovery or improvement and for the purpose of vesting title thereto in Sysorex or SGS, all without any reasonadditional compensation of any kind to Employee. Sysorex or SGS hereby notifies Employee that the provisions of this Section 9 do not apply to any inventions for which no equipment, supplies, facilities or trade secret information of Sysorex or SGS was used and which was developed entirely on the Employee's own time, unless (x) such Developments are not deemed works made for hireinvention relates to the past, Employee hereby assigns to Employer all actual or planned business or activities of his rightSysorex or SGS, title and interest (including, but not limited towithout limitation, copyright research and all rights of inventorshipdevelopment or (y) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives invention results in any controversy way from any work performed by the Employee for Sysorex or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementSGS.

Inventions. All Employee hereby agrees that any and all improvements, inventions, designsdiscoveries, developments, creations, formulae, processes, discoveriesmethods, drawingsor designs, improvements and developments made any documents, things, or information relating thereto, whether patentable or not (individually and collectively, “Work Product”) within the scope of or pertinent to any field of business or research in which Employer is engaged or (if such is known to or ascertainable by Employee) considering engaging, either solely which Employee may conceive or make, or may have conceived or made during Employee’s employment with Employer or during Employee’s former ownership of stock in collaboration Employer, whether alone or with others, during his employment with Employer, whether at any time within or not during without normal working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become be and remain the sole and exclusive property of Employer. Employee Employer shall disclose promptly in writing have the full right to Employer use, assign, license or transfer all such Developmentsrights to or relating to Work Product. Employee acknowledges shall, whenever requested to do so by Employer (whether during Employee’s employment or thereafter), at Employer’s expense, execute any and agrees that all Developments shall be deemed “works made for hire” within the meaning applications, assignments, or other instruments, and do all other things (including giving testimony in any legal proceeding) which Employer may deem necessary or appropriate in order to (a) apply for, obtain, maintain, enforce, or defend letters patent or copyright registrations of the United States Copyright Actor any, as amended. If, other country for any reasonWork Product, such Developments are not deemed works made for hireor (b) assign, Employee hereby assigns transfer, convey, or otherwise make available to Employer all of his any right, title or interest which Employee might otherwise have in any Work Product. Employee shall promptly communicate, disclose, and, upon request, report upon and interest (includingdeliver all Work Product to Employer, but and shall not limited to, copyright and all rights of inventorship) in and use or permit any Work Product to such Developments. At the request and expense be used for any purpose other than on behalf of Employer, whether during Employee’s employment or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementthereafter.

Inventions. All inventionsThe SAB Member shall promptly disclose to RXi, designsand, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain subject to the Business (terms of the “Developments”) shall become and remain the sole property third paragraph of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges this Section 8, hereby assigns and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Actto assign to RXi (or as otherwise directed by RXi), as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his full right, title and interest interest, if any, to all Inventions (as defined below). The SAB Member agrees to cooperate fully with RXi, their attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any of such Inventions, including, but not limited to, copyright execution of any and all applications for domestic and foreign patents, copyrights or other proprietary rights and the performance of inventorshipsuch other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) in requested by RXi to assign the Inventions to RXi and to such Developments. At the request permit RXi to file, obtain and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to enforce any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s proprietary rights in the DevelopmentsInventions, all at RXi’s sole cost and expense. Employee expressly acknowledges that the special foregoing The SAB Member hereby designates RXi as his agent, and grants to RXi a power of attorney is with full power of substitution, which power of attorney shall be deemed coupled with an interest interest, for the purpose of effecting any such assignment hereunder from the SAB Member to RXi in the event the SAB Member should fail or refuse to sign and is therefore irrevocable and shall survive deliver any document in connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intend to exercise this right (i) his death they shall give the SAB Member 30 days written notice, by certified mail that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the documents that RXi intend to execute or incompetencyfile, or a description of the other acts that Companies intend to take, and (b) reasonably sufficient information about the Invention or other intellectual property to which the documents or acts relate for the SAB Member to make a determination of whether the document or acts relate to an Invention; and (ii) RXi may not exercise their rights under this sentence if the termination of his employment with Employer and (iii) SAB Member notifies RXi within the termination of this Agreement30-day period referred to above that the SAB Member disagrees.

Inventions. All Inventions made or conceived entirely or partially by Employee while employed by Employer will be the property of Employer. As used in this Section, the term “inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer” includes all creations, whether or not during working hourspatentable or copyrightable, and relating all ideas, reports, or other creative works, including, without limitation, computer programs, manuals and related material, which relate to the existing or proposed business of Employer or any methods, apparatus, products, compounds, services other business or deliverables research and development effort conducted by Employer. All of Employee’s inventions which are made, furnished, sold, leased, used copyrightable shall be works for hire. Employee will cooperate with Employer to patent or developed copyright all inventions by executing all documents tendered by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of for such purpose, at Employer’s expense. Employee shall disclose promptly in writing hereby grants to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning a power of the United States Copyright Actattorney coupled with an interest, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to whereby Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, may execute and deliver any and all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerso patent or copyright any inventions in Employee’s rights in the Developments. Employee expressly acknowledges that the special foregoing name, place and stead as if such execution and delivery were done by him, with such power of attorney is coupled with an interest accruing in the event that he fails to cooperate as required by the preceding sentence. Notwithstanding the above, this provision does not apply to any invention which was developed solely on Employee’s own time and is therefore irrevocable and shall survive not using any of Employer’s equipment, supplies, facilities or information, unless (i) his death (a) the invention relates directly to the business of Employer or incompetencyto Employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for Employer and (ii) the termination invention was developed during the term of his employment with Employer and or any Affiliate. For purposes of this Agreement, the term “Affiliate” shall mean Mackie Designs Inc., a Washington corporation, Radio Cine Forniture (iiiRCF) S.r.L., an Italian corporation, or any entity which controls, is controlled by or is under common control with Employer. The obligations contained in this Section shall survive the termination of this Agreement.

Inventions. All The Employee understands that the Company and its subsidiaries are engaged in research and development and other activities in connection with its business and that, as an essential part of the Employment, the Employee is expected to make new contributions to and create inventions of value for the Company and its subsidiaries. From and after the Effective Date, the Employee shall disclose in confidence to the Company and its subsidiaries all inventions, improvements, designs, formulaeoriginal works of authorship, formulas, processes, discoveriescompositions of matter, drawingscomputer software programs, improvements databases, mask works and developments made by Employee, either solely or in collaboration with others, during his employment with Employertrade secrets, whether or not during working hourspatentable, and relating copyrightable or protectible as trade secrets (collectively, the “Inventions”), which the Employee may solely or jointly conceive or develop or reduce to any methodspractice, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used cause to be conceived or developed by Employer or its affiliates reduced to practice, during the period of his or which pertain to her employment at the Business (the “Developments”) shall become and remain the sole property of EmployerCompany. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges that copyrightable works prepared by him or her as part of the duties and jobs of the Employee at the Company or the applicable subsidiaries or primarily using the Company’s resources and during the period of his or her employment with the Company are “works for hire” and that the Company and its subsidiaries will be considered the author thereof. The Employee agrees and acknowledges that all Developments shall be deemed “the Inventions are works made for hire” within hire and shall be the meaning sole and exclusive property of the United States Copyright ActCompany and its subsidiaries, as amendedincluding any copyrights, patents, mask work rights, trade secrets, or other intellectual property rights pertaining hereto. If, If it is determined that any such works are not works made for hire or if their ownership is otherwise vested in the Employee for any reason, such Developments are not deemed works made for hire, the Employee hereby assigns to Employer all of his or her right, title and interest (includinginterest, but not limited to, copyright and all including rights of inventorship) in and to such Developments. At the request and expense of Employercopyrights, whether during or after employment with Employerpatents, Employee shall makexxxx work rights, execute and deliver all application papers, assignments or instrumentstrade secrets, and perform or cause other intellectual property rights, to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title such Inventions to such Developments. Employee shall assist the Company and cooperate with Employer its subsidiaries or its representatives successor in any controversy or legal proceeding relating interest without further consideration. The Employee acknowledges that in deciding the compensation of the Employee hereunder, the Company has taken into account and such compensation includes rewards for the Employee’s contribution to such Developments, or creating Inventions for the Company and its subsidiaries during the Employment. The Employee agrees to any assist the Company and its subsidiaries in every way to obtain for the Company and its subsidiaries and enforce patents, copyrights or copyrights, mask work rights, trade secrets with respect theretosecret rights, and other legal protection for the Inventions. If The Employee will execute any documents that the Company and its subsidiaries may request for any reason Employee refuses or is unable to assist Employer use in obtaining or enforcing its rights such patents, copyrights, mask work rights, trade secrets and other legal protections. His or her obligations under this paragraph will continue beyond the termination of his or her employment with respect to such Developments, he hereby irrevocably designates and appoints Employer the Company and its duly authorized agents subsidiaries, provided that the Company or its subsidiaries will compensate the Employee at a reasonable rate after such termination for time or expenses actually spent by the Employee after such termination at the Company’s request on such assistance. The Employee hereby appoints the Secretary of the Company as his agents and attorneysor her attorney-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developmentson his or her behalf for this purpose. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and This Section 10 shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementAgreement for any reason.

Inventions. (a) All inventions, designsideas, formulae, processescreations, discoveries, drawingscomputer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and developments made whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by Employeethe Consultant, either solely or jointly with others or under Consultant’s direction and whether during normal business hours or otherwise, (i) during the Consultation Period if arising out of the performance of the Services for the Company or (ii) after the Consultation Period if resulting or directly derived from the Company’s Proprietary Information (collectively under clauses (i) and (ii), “Inventions”) and which are not owned by Institution pursuant to the Uniform Provisions, shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, that are not owned by Institution pursuant to the Uniform Provisions, in collaboration the United States and elsewhere and appoints any officer of the Company as his duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. Company acknowledges that Consultant has, to the extent required by Institution’s policy, assigned or is obligated to assign to Institution any and all intellectual property rights made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with othersothers or under Consultant’s direction, during within the scope of his employment with Employerto Institution and any rights so assigned are not subject in any way to the terms of this Agreement and the Company shall have no rights by reason of the Agreement in any publication, invention, discovery, improvement, or other intellectual property whatsoever, whether or not during working hourspublishable, and relating patentable, or copyrightable, which is developed as a result of Consultant’s employment at Institution. Consultant agrees not to provide any methodsservices for the Company hereunder on the premises of, apparatusor using any funds received from, productsInstitution, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to without the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning express prior written consent of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementCompany.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and Jxxxx agrees that all Developments ideas, developments, suggestions and inventions conceived or reduced to practice, as a result of Services provided by Jxxxx under this Agreement, shall be deemed “works made for hire” within the meaning exclusive property of Monopar and shall be promptly communicated and assigned to Monopar. Jxxxx shall require any other parties contracted by Jxxxx to disclose the same to Jxxxx and to be bound by the provisions of this paragraph. During the period of this Agreement and thereafter at any reasonable time when called upon to do so by Monopar, Jxxxx shall require any employees of or other parties contracted by Jxxxx to execute patent applications, assignments to Monopar (or any designee of Monopar) and other papers and to perform acts which Monopar believes necessary to secure to Monopar full protection and ownership of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to the services performed by Jxxxx and/or for the preparation, filing and prosecution of applications for patents or inventions made by any employees of or other parties contracted by Jxxxx hereunder. The decision to file patent applications on inventions made by any employees of or other parties contracted by Jxxxx shall be made by Monopar and shall be for such Developmentscountries, as Monopar shall elect. At Monopar agrees to bear all the request expense in connection with the preparation, filing and expense prosecution of Employerapplications for patents and for all matters provided in this paragraph requiring the time and/or assistance of Jxxxx as to such inventions. Notwithstanding the foregoing, whether during or after employment with Employerideas, Employee shall makedevelopments, execute and deliver all application papers, assignments or instrumentssuggestions, and perform inventions conceived or cause reduced to practice by Jxxxx that do not directly arise from Jerry’s performance under this Agreement, shall be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations owned by Jxxxx. [***] = Confidential Information has been omitted and extensions thereof) filed separately with the Securities and copyrights related to such Developments or in vesting in Employer full legal title to such DevelopmentsExchange Commission. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights Confidential treatment has been requested with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementomitted information.

Inventions. All I will promptly disclose to the Company all processes, trademarks, inventions, designs, formulae, processesimprovements, discoveries, drawingscopyrightable work (whether published or unpublished) and other information related to the business of the Company (collectively, improvements and developments made “Inventions”) conceived, developed or acquired by Employee, either solely me alone or in collaboration with others, others during his employment with Employerthe term of employment, whether or not conceived during regular working hourshours through the use of the Company’s time, material or facilities or otherwise. All such Inventions shall be the sole and exclusive property of the Company or such other designee specified by the Company and, upon request, I shall deliver to the Company all drawings, sketches, models, codes, data and records or, in the case of copyrightable work, any preliminary versions or drafts, relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain such Inventions and irrevocably assign such Inventions to the Business (Company or such other designee specified by the “Developments”) shall become and remain the sole property of EmployerCompany. Employee shall disclose promptly in writing to Employer all If any such Developments. Employee acknowledges and agrees that all Developments Inventions shall be deemed “works made for hire” within by the meaning Company to be patentable or copyrightable, I shall, at the expense of the United States Copyright ActCompany (which shall, in the event I shall no longer be retained hereunder, include compensation to me at a rate equal to the base salary hereunder prorated for the time involved), assist the Company in obtaining a patent or patents or copyright(s), as amended. Ifthe case may be, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer thereon and execute all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts things necessary or proper to protect Employer’s obtain letters patent or, in the case of copyrightable work, to complete applications for copyright registration and renewals, and to vest the Company or such other designee specified by the Company with full title and rights in such Inventions and to assist in the Developmentsenforcement and protection of such title and rights in any Inventions. Employee expressly acknowledges For the purposes of the foregoing paragraph, it is understood that such obligation to assign and disclose shall not apply to information, inventions, conceived, developed or acquired during the special foregoing power course of attorney my Permitted Activities (as defined in Section 1 of the Employment Letter to which this Exhibit A is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementattached).

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties with the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, The Employee will assign and hereby assigns does assign to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee shall makeshall, execute at any time during and deliver all application subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to the Inventions. The Employee shall also execute such Developmentsfurther assignments and hereby makes such assignments to the Company (or its designee) of the Applications, he hereby irrevocably designates and appoints Employer give the Company and its duly authorized agents as his agents and attorneys-in-fact attorneys all reasonable assistance (including the giving of testimony) to execute and file any documents and obtain the Inventions for its benefit, all without additional compensation to do all other lawful acts necessary to protect Employerthe Employee from the Company, but entirely at the Company’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementexpense.

Inventions. All I agree that all inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright new discoveries, concepts, inventions and developments, as well as improvements, modifications, enhancements and derivative works, and all rights know-how, processes, techniques, formulas, ideas, circuits, designs, trademarks, trade secrets and copyrightable works (“Inventions”) which resulted or result from work performed by me: (a) on behalf of inventorshipMACOM (whether or not conducted at MACOM’s facilities, during work hours, or using MACOM’s assets); (b) which relate at the time of conception or reduction to practice of the Invention to MACOM’s business, or actual or demonstrably anticipated research or development of MACOM; or (c) that result in whole or in part from reference or access to MACOM Confidential Information or property (collectively, the “MACOM Inventions”) shall be the sole and exclusive property of MACOM, which shall own all right, title and interest in and to all MACOM Inventions to the fullest extent possible under applicable law. I have disclosed to my immediate supervisor all MACOM Inventions that I, either solely or jointly with others, have made, authored, discovered, developed , conceived and/or reduced to practice during my employment with MACOM and I hereby agree to disclose promptly and in writing, to the individual designated by MACOM or to my immediate supervisor, any such DevelopmentsMACOM Inventions that I, either solely or jointly with others, make, author, discover, develop, conceive and/or reduce to practice in the future. At the request I hereby assign and expense of Employeragree to assign to MACOM or its designee, without further consideration, my entire right and interest in and to all MACOM Inventions, whether during presently existing or after employment with Employercreated or discovered in the future, Employee shall makeincluding all rights to obtain, register and enforce patents, copyrights, mask work rights and other intellectual property protection for such MACOM Inventions as works made for hire. I agree to execute all documents reasonably necessary to perfect such intellectual property rights and deliver all application papers, assignments or instruments, and perform or cause the assignment of those rights to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer MACOM or its representatives designee. I further agree to assist MACOM (at MACOM’s expense) in any controversy or legal proceeding relating to such Developmentsobtaining, or to any protecting and/or enforcing patents, copyrights or trade secrets with respect theretoother forms of Inventions and MACOM Confidential Information. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he I hereby irrevocably designates designate and appoints Employer appoint MACOM as my agent and its duly authorized agents as his agents and attorneysattorney-in-fact to act for and in my behalf to execute and file any documents document, and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in further the Developments. Employee expressly acknowledges that purposes of the special foregoing power of attorney is coupled with an interest the same legal force and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementeffect as if executed by me.

Inventions. All Employee hereby agrees that any and all improvements, inventions, designsdiscoveries, developments, creations, formulae, processes, discoveriesmethods, drawingsor designs, improvements and developments made any documents, things, or information relating thereto, whether patentable or not (individually and collectively, “Work Product”) within the scope of or pertinent to any field of business or research in which Employer is engaged or (if such is known to or ascertainable by Employee) considering engaging, either solely which Employee may conceive or make, or may have conceived or made during Employee’s employment with Employer or during Employee’s former ownership in collaboration Employer, whether alone or with others, during his employment with Employer, whether at any time within or not during without normal working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become be and remain the sole and exclusive property of Employer. Employee Employer shall disclose promptly in writing have the full right to Employer use, assign, license or transfer all such Developmentsrights to or relating to Work Product. Employee acknowledges shall, whenever requested to do so by Employer (whether during Employee’s employment or thereafter), at Employer’s expense, execute any and agrees that all Developments shall be deemed “works made for hire” within the meaning applications, assignments, or other instruments, and do all other things (including giving testimony in any legal proceeding) which Employer may deem necessary or appropriate in order to (a) apply for, obtain, maintain, enforce, or defend letters patent or copyright registrations of the United States Copyright Act, as amended. If, or any other country for any reasonWork Product, such Developments are not deemed works made for hireor (b) assign, Employee hereby assigns transfer, convey, or otherwise make available to Employer all of his any right, title or interest which Employee might otherwise have in any Work Product. Employee shall promptly communicate, disclose, and, upon request, report upon and interest (includingdeliver all Work Product to Employer, but and shall not limited to, copyright and all rights of inventorship) in and use or permit any Work Product to such Developments. At the request and expense be used for any purpose other than on behalf of Employer, whether during Employee’s employment or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementthereafter.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning as a function of the United States Copyright ActEmployee’s employment with the Company and/or any of its Subsidiaries, as amendedthe Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). IfThe Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries, shall hold in trust for the sole benefit of the Company and/or any reasonof its Subsidiaries, such Developments are not deemed works made for hire, Employee and hereby assigns exclusively to Employer the Company without additional compensation or consideration to the Employee all of his rightthe Employee’s rights, title and interest (in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its Subsidiaries, including, but not limited towithout limitation, all patent rights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or other intellectual property right relating to any Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of (a) the assignment of all rights of inventorshipthe Employee, if any, in any Inventions and (b) the Company ‘s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf to execute and file any such document and to such Developmentsdo all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. At The Employee will assist the request and Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of Employerthe Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, whether the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during or after the last period of employment with Employerthe Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee shall makeprior to employment with the Company and/or any of its Subsidiaries without using any equipment, execute and deliver all application paperssupplies, assignments facilities, services, or instruments, and perform or cause Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or the business of the Company and/or any of its representatives in any controversy or legal proceeding relating to such DevelopmentsSubsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any patentsof its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, copyrights or trade secrets with respect theretoon the form set forth as Appendix C, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If for the Employee has completed Appendix C, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any reason of its Subsidiaries may not necessarily agree with all of the Employee’s assertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee refuses has an interest at any time prior to or is unable during the Employee’s employment with the Company and/or any of its Subsidiaries, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company and/or any of its Subsidiaries, or if the Employee permits the Company and/or its Subsidiaries to assist Employer in obtaining use or enforcing incorporate such an Invention, the Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to exercise any and all rights with respect to such DevelopmentsInvention, he hereby irrevocably designates including the right to protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact the right to execute and file any documents and sublicense those rights to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementothers.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employerthe Company, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services apparatus or deliverables products which are made, furnishedmanufactured, sold, leased, used or developed by Employer the Company or its affiliates SOL, or which pertain to the Business (the “Developments”) ), shall become and remain the sole property of Employerthe Company or SOL. Employee shall disclose promptly in writing to Employer the Company all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee shall assign, and hereby assigns assigns, to Employer the Company, all of his Employee’s right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employerthe Company, whether during or after employment with Employerhereunder, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer the Company may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer the Company or SOL full legal title to such Developments. Employee shall assist and cooperate with Employer the Company and SOL, or its their representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer the Company or SOL in obtaining or enforcing its rights with respect to such Developments, he Employee hereby irrevocably designates and appoints Employer the Company, SOL and its their duly authorized agents as his Employee’s agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerthe Company’s or SOL’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his Employee’s death or incompetency, incompetency and (ii) the termination of his employment with Employer and (iii) the any termination of this Agreement.

Inventions. All The Executive recognizes and agrees that all ideas, inventions, patents, copyrights, copyright designs, formulaetrade secrets, trademarks, processes, discoveries, drawingsenhancements, software, source code, catalogues, prints, business applications, plans, writings, and other developments or improvements and developments made all other intellectual property and proprietary rights and any derivative work based thereon (the “Inventions”) made, conceived, or completed by Employeethe Executive, either solely alone or in collaboration with others, during the term of his employment with Employeror her employment, whether or not during working hours, that are within the scope of the Employer’s business operations or that relate to any of the Employer’s work or projects (including any and all inventions based wholly or in part upon ideas conceived during the Executive’s employment with the Employer), are the sole and exclusive property of the Employer. The Executive further agrees that (1) he or she will promptly disclose all Inventions to the Employer and hereby assigns to the Employer all present and future rights he or she has or may have in those Inventions, including without limitation those relating to any methodspatent, apparatuscopyright, products, compounds, services trademark or deliverables which trade secrets; and (2) all of the Inventions eligible under the copyright laws are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works work made for hire.” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of the Employer, whether during or after employment with Employer, Employee shall make, execute and deliver the Executive will do all application papers, assignments or instruments, and perform or cause things deemed by the Employer to be performed such other lawful acts as Employer may deem reasonably necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal perfect title to the Inventions in the Employer and to assist in obtaining for the Employer such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect theretoother protection as may be provided under law and desired by the Employer, including but not limited to executing and signing any and all relevant applications, assignments or other instruments. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he The Executive hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents as his the Executive’s agents and attorneys-in-fact to act for and on the Executive’s behalf and instead of the Executive, to execute and file any documents and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in further the Developments. Employee expressly above purposes with the same legal force and effect as if executed by the Executive, and the Executive acknowledges that the special foregoing this designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest interest. Notwithstanding the foregoing, pursuant to Sections 2870 and is therefore irrevocable 2872 of the California Labor Code, the Employer hereby notifies the Executive that the provisions of this Paragraph 9D shall not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Employer was used and shall survive which were developed entirely on the Executive’s own time, unless (1) the Invention relates (i) his death to the business of the Employer, or incompetency, (ii) to actual or demonstrably anticipated research or development of the termination of his employment with Employer and Employer, or (iii2) the termination Invention results from any work performed by the Executive for the Employer. A copy of this AgreementCode Sections 2870 and 2872 will be made available to the Executive upon his or her request.

Inventions. All The Employee, for equity ownership in the Company and for employment as defined herein subject to the terms and conditions of this Agreement and providing that the Company is not in material breach of any of its terms or conditions, hereby sells, transfers, and assigns to the Company, or to any person or entity designated by the Company, all of the entire right, title and interest of the Employee in and to all inventions, designsideas, formulaedisclosures, processesand improvements, discoverieswhether patented or not patented, drawingsand material which can be copyrighted make or conceived by the employee, improvements and developments made by Employee, either solely or in collaboration with others, jointly during his employment with Employer, whether or not during working hours, and relating the term hereof which relate to any methods, apparatus, formulae, designs, products, compounds, services processes or deliverables which are made, furnisheddevices, sold, leased, used used, or developed by Employer under consideration or its affiliates development of the Business of the Company, or which otherwise relate to or pertain to the Business (business, functions or operations of the “Developments”) shall become Company. The Employee agrees to communicate promptly and remain to disclose to the sole property Company, in such form as the Employee may be required, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements and to execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of Employerthe Employee to permit the Company or any person or entity designated by the Company to file and prosecute the patent applications and, as to material which can be copyrighted to obtain copyright thereof. Employee shall disclose promptly in writing For the purpose of this Agreement, any inventions or ideas disclosed to Employer all such Developmentsfounders of the Company that induced the formation of the Company are hereby assigned to the Company. Employee acknowledges and agrees that all Developments For the purposes of this Agreement, an invention shall be deemed “works to have been made for hire” within during the meaning term of Employee’s employment if, during such period the United States Copyright Act, as amendedinvention was conceived and first actually reduced to practice by the Company. If, for Employee agrees that any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all patent application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerthe Company’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive Business filed within one (i1) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the year after termination of this Agreementemployment shall be presumed to relate to an invention which was made during the term of Employee’s employment unless Employee can provide conclusive evidence to the contrary or the Company is materially in breach of any of the terms or conditions herein.

Inventions. All Employee agrees that all Inventions, Discoveries and Improvements shall be and are the property of Company Group. Employee agrees that he/she will promptly disclose, transfer and assign to Company Group, without additional consideration, all Inventions, Discoveries and Improvements made, conceived, expressed, developed or actually or constructively reduced to practice by the Employee solely or jointly with others during the employment term, which are within or in any way related to the existing or contemplated scope of the business of Company Group, all of which Inventions, Discoveries and Improvements shall be deemed to have been made within the employment term if made or conceived within twelve months of the end of the employment term. For purposes of this provision, the terms “Inventions, Discoveries and Improvements” shall include all ideas, potential marketing and sales relationships, inventions, designsresearch, formulaeplans for products or services, processesmarketing plans, computer software (including source code and object code), computer programs, original works of authorship, characters, know-how, trade secrets, information, data, developments, discoveries, drawingsimprovements, improvements modifications, technology, algorithms, and developments made by Employee, either solely or in collaboration with others, during his employment with Employerdesigns, whether or not during working hours, and relating subject to any methods, apparatus, products, compounds, services patent or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain copyright protection. Notwithstanding anything herein to the Business (contrary, no provision of this Agreement is intended to assign any of the “Developments”) shall become Employee’s rights in an Invention, Discovery or Improvement for which no equipment, supplies, facilities or Confidential Information of Company Group was used and remain which was developed entirely on Employee’s own time, unless the sole property invention relates to the business of EmployerCompany Group or to Company Group’s actual or demonstrably anticipated research or development, or unless the invention resulted from any work performed by the Employee for Company Group. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives Company Group to protect Company Group’s interests in any controversy or legal proceeding relating to such DevelopmentsInventions, or to any patentsDiscoveries and Improvements. Employee, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developmentsat Company Group’s expense, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to shall execute and file any documents document requested by Company Group which relates to any Inventions, Discoveries and to do all Improvements (including applications, powers of attorney, assignments or other lawful acts instruments) which Company Group deems necessary to protect Employer’s rights apply for any patent, copyright or other proprietary right in the Developments. Employee expressly acknowledges that the special foregoing power any and all countries, or to convey any right, title or interest therein to any of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death its nominees, successors or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementassigns.

Inventions. All inventionsInventorship of inventions conceived or reduced to practice in the course of research and other Development activities under this Agreement shall be determined by application of United States patent Laws pertaining to inventorship. If such inventions are jointly invented in the course of such Development activities by one or more employees or consultants or contractors of both Parties, designs, formulae, processes, discoveries, drawings, improvements and developments made such inventions shall be jointly owned by Employee, either solely the Parties or in collaboration with others, during his employment with Employer, whether or not during working hourstheir Affiliate designees (“Joint Invention”), and relating to any methodsif one or more claims included in an issued patent or pending patent application which is filed in a patent office in the Territory claim such Joint Invention, apparatussuch patent or patent application shall be jointly owned by the Parties or their Affiliate designees (“Joint Patent Rights”). If such an invention is solely invented by an employee or consultant of a Party, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed such invention shall be solely owned by Employer such Party or its affiliates or which pertain to the Business (the “Developments”) Affiliate designee, and any patent filed solely claiming such solely owned invention shall become and remain the sole property of Employeralso be solely owned by such Party. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments This Agreement shall be deemed “works made for hire” within the meaning of the United States Copyright Actunderstood to be a joint research agreement in accordance with 35 U.S.C. § 102(c), as amended, to develop the Licensed Adnectins and/or Licensed Products. IfEach Party shall enter into binding agreements obligating all employees and consultants performing activities under or contemplated by this Agreement, including activities related to the BMS Patent Rights, Licensed Adnectins or Licensed Products, to assign his/her interest in any invention conceived or reduced to practice in the course of such activities to the Party for any reasonwhich such employee or consultant is providing its services or the Party’s Affiliate designee, such Developments except consultants who by employment contract may only assign to their employers are not deemed works made treated as contractors for hire, Employee hereby assigns to Employer all the purpose of his right, title this CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 38 ***Text Omitted and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereofFiled Separately Confidential Treatment Requested Under 17 C.F.R. §§200.80(B)(4) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments230.406 Section 10.1. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with With respect to contractors, Company shall use good faith and reasonable efforts to secure an agreement from such Developments, he hereby irrevocably designates contractor to assign or license (with the right to sublicense) to Company inventions (and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s patent rights for such inventions) made by such contractor in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementperforming such services for Company.

Inventions. (i) All inventions, designsideas, formulae, processescreations, discoveries, drawingscomputer programs, works of authorship, data, developments, technology, designs, innovations and improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, (whether or not during working hours, patentable and relating to any methods, apparatus, products, compounds, services whether or deliverables not copyrightable) which are made, furnishedconceived, soldreduced to practice, leasedcreated, used written, designed or developed by Employer or its affiliates or which pertain Employee, in the course of providing services to the Business Company pursuant to this Agreement (but not while providing services to The President and Fellows of Harvard College or another academic institution of which the Employee is an employee), solely or jointly with others or under Employee’s direction and whether during normal business hours or otherwise, (A) during the Term if related to the business of the Company or (B) during or after the Term if resulting or directly derived from Proprietary Information (collectively under clauses (A) and (B), “DevelopmentsInventions”) ), shall become and remain be the sole property of Employerthe Company. Employee hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Employee’s duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall disclose promptly in writing not apply to Employer all Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such DevelopmentsInvention is created, made, conceived or reduced to practice and which are made and conceived by the Employee not during normal working hours, not on the Company ‘ s premises and not using the Company’s tools, devices, equipment or Proprietary Information. Employee further acknowledges that each original work of authorship which is made by the Employee (solely or jointly with others) within the scope of the Agreement and agrees that all Developments shall be deemed which is protectable by copyright is a “works work made for hire,” within the meaning of as that term is defined in the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement.

Inventions. All inventions(a) Employee agrees that: (i) all Inventions shall be the sole and exclusive property of the Company, designs, formulae, processes, discoveries, drawings, improvements and developments (ii) all original works of authorship which are made by Employee, either Employee (solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which jointly) are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of hire under the United States Copyright ActAct (17 U.S.C., et seq.), and (iii) Employee shall promptly disclose to the Company all Inventions, all original works of authorship and all work product relating thereto. This disclosure will include complete and accurate copies of all Tangible Embodiments of any Invention, works of authorship and work product. All Tangible Embodiments of any Invention, work of authorship or work product related thereto will be deemed to have been assigned to the Company as amendeda result of the act of expressing any Invention or work of authorship therein. IfEmployee hereby assigns to the Company (together with the right to prosecute or xxx for infringements or other violations of the same) the entire worldwide right, for title and interest to any reason, such Developments are not deemed Inventions or works made for hire, and Employee hereby assigns agrees to Employer perform, during and after employment, all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in making registering, recording, obtaining, maintaining, defending, enforcing and assigning Inventions or prosecuting applications, domestic or foreign, works made for patents (including reissues, continuations hire in any and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developmentsall countries. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer the Company and its duly authorized officers and agents as his Employee’s agents and attorneys-in-fact to act for and in Employee’s behalf and instead of Employee, to execute and file any documents and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in further the Developments. Employee expressly acknowledges that above purposes with the special foregoing same legal force and effect as if executed by Employee; this designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest interest. Without limiting the generality of any other provision of this Section, Employee hereby authorizes the Company and is therefore irrevocable each of its Affiliates (and shall survive their respective successors) to make any desired changes to any part of any Invention, to combine it with other materials in any manner desired, and to withhold Employee’s identity in connection with any distribution or use thereof alone or in combination with other materials. The obligations of Employee set forth in this Section (iincluding, but not limited to, the assignment obligations) his death or incompetency, (ii) will continue beyond the termination of his Employee’s employment with Employer respect to Inventions conceived or made by Employee alone or in concert with others during Employee’s employment with the Company and (iii) during the termination of one year thereafter, whether pursuant to this AgreementAgreement or otherwise. These obligations will be binding upon Employee and Employee’s executors, administrators and other representatives.

Inventions. All inventions, designs, formulae, processes, discoveries, drawingsideas, improvements creations, inventions and developments made properties (collectively called “Discoveries”), written or oral, which are (a) created, conceived, discovered, developed, invented or used by Employee during Employee, either solely or in collaboration with others, during his employment with Employer’s Term of Employment, whether or not created, conceived, discovered, developed or invented by Employee during regular working hourshours or which are (b) created, conceived, discovered developed, invented or used by the Company or any of its affiliates, whether or not in connection with Employee’s employment by the Company, will be the sole and absolute property of the Company and the applicable affiliates of the Company for any and all purposes whatsoever, in perpetuity. Employee will not have, and relating will not claim to have, any right, title or interest of any kind or nature whatsoever in or to any methodssuch Discoveries. If any of the Discoveries or any portion thereof is copyrightable, apparatusit shall be a “work made for hire,” as such term has meaning in the copyright laws of the United States. The previous paragraph does not apply to any Discoveries (i) for which no equipment, productssupplies, compounds, services facility or deliverables which are made, furnished, sold, leased, used trade secret information of the Company or developed by Employer or any of its affiliates or any customer of the Company or any affiliates of any customer of the Company was used and which pertain was developed entirely on Employee’s own time, (ii) which does not relate to the Business business of the Company or any of its affiliates or to the Company’s customers or any affiliates of any customer of the Company and (iii) which does not result from any work performed for the “Developments”) shall become and remain Company or any of its affiliates or any customers of the sole property Company or any affiliates of Employerany customer of the Company. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and further agrees that all Developments Discoveries developed by Employee during the Term of Employment shall be deemed “works made for hire” within identified to the meaning of Company. Upon request by the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hireCompany, Employee hereby assigns will disclose any such Discoveries to Employer all the Company (by a full and clear description) for the purpose of his right, title determining the Company’s rights therein and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, will promptly execute and deliver all application papers, assignments or instrumentsfurther instruments and documents, and perform or cause to take all further action, that may be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related order to vest title in such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights Discoveries in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementCompany.

Inventions. All inventionsThe Executive agrees that he shall fully inform and ---------- disclose to the Company all products, ideas, designs, formulae, processes, discoveries, drawings, improvements and developments processes (collectively, "Inventions") which he has obtained during his employment with the Company or during the Effective Period and which relate to or are useful in the business of the Company or the subsidiaries or affiliates of the Company, which resulted from tasks assigned to him by the Company or which resulted from the use of premises owned, leased or contracted by, or on behalf of, the Company, whether conceived by the Executive alone or with others and whether or not conceived during regular working hours. All such Inventions, and all patents, copyrights and other rights in connection therewith, shall be the exclusive property of the Company or the subsidiaries or affiliates of the Company, as applicable. The Executive further agrees that he will fully inform and disclose to the Company, and the Company hereby agrees to receive all disclosures in confidence, all Inventions made or conceived or reduced to practice or learned by Employeehim, either solely alone or in collaboration jointly with others, during the course of his employment with Employerthe Company or during the course of providing the Consulting Services to the Company during the Effective Period, for the purposes of determining whether they constitute Inventions relating to the business of the Company or not during working hoursthe subsidiaries or affiliates of the Company, as described above. The Executive shall assist the Company or the subsidiaries or affiliates of the Company to obtain and enforce patents, copyrights, and other rights and protections against infringement by others relating to the Inventions in any methodsand all states and countries, apparatus, products, compounds, services and shall execute all documents and do all things necessary to vest the Company or deliverables which are made, furnished, sold, leased, used the subsidiaries or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright ActCompany, as amendedappropriate, with full and exclusive title thereto. IfIn the event that the Company is unable, after reasonable effort to secure the signature of the Executive on any document or documents needed to apply for or prosecute any patent, copyright, or other right or protection relating to an Invention, for any reasonreason whatsoever, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he Executive hereby irrevocably designates and appoints Employer the Company and its duly authorized officers and agents as his agents agent and attorneysattorney-in-fact fact, to act for and in his behalf and to execute and file any documents such application or applications and to do all other lawful acts necessary to protect Employer’s rights in further the Developments. Employee expressly acknowledges that prosecution and issuance of patents, copyrights, or similar protections thereon with the special foregoing power of attorney is coupled with an interest same legal force and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) effect as if executed by the termination of his employment with Employer and (iii) the termination of this AgreementExecutive.

Inventions. All (i) You acknowledge and agree that all ideas, methods, inventions, designs, formulae, processes, discoveries, drawingsimprovements, improvements and work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to your work with the Company, made or conceived by Employeeyou, either solely or in collaboration jointly with others, during his employment the Employment Term, or (B) suggested by any work that you perform in connection with Employerthe Company, either while performing your duties with the Company or on your own time, but only insofar as the Inventions are related to you work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not during working hours, patent applications are filed thereon. You will keep full and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business complete written records (the “DevelopmentsRecords”) shall become ), in the manner prescribed by the Company, of all Inventions, and remain the sole property of Employer. Employee shall will promptly disclose promptly all Inventions completely and in writing to Employer all such Developmentsthe Company. Employee acknowledges and agrees that all Developments The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand you will surrender them upon the termination of the Employment Term, or upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns You will assign to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein your name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). You will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all right full oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions. You will also execute assignments to the Company (or its designee) of the Applications, he hereby irrevocably designates and appoints Employer give the Company and its duly authorized agents attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit. The Company will reimburse you for any reasonable, documented out-of-pocket expenses incurred by you as his agents and attorneys-in-fact a result of the Company’s request(s) in complying with this Section 9(e)(i), including travel, duplicating or telephonic expenses incurred by you, but without additional compensation to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in you from the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementCompany.

Inventions. All The Employee hereby sells, transfers and assigns to the Employer or to any person, or entity designated by the Employer, all of the entire right, title and interest of the Employee in and to all inventions, designsideas, formulaedisclosures and improvements, processeswhether patented or unpatented, discoveriesand copyrightable material, drawings, improvements and developments made or conceived by the Employee, either solely or jointly, or in collaboration with otherswhole or in part, during his employment with Employer, whether or not during working hours, and relating before the term hereof which (i) relate to any methods, apparatus, designs, products, compounds, services processes or deliverables which are made, furnished, devices sold, leased, used or developed under construction or development by the Employer or its affiliates any subsidiary or which (ii) otherwise relate to or pertain to the Business (business, functions or operations of the “Developments”) shall become and remain the sole property of EmployerEmployer or any subsidiary. The Employee shall communicate promptly and disclose promptly to the Employer, in writing such form as the Employer requests, all information, details and data pertaining to Employer all such Developments. Employee acknowledges the aforementioned inventions, ideas, disclosures and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employerimprovements; and, whether during the term hereof or after employment with Employerthereafter, the Employee shall make, execute and deliver all application papers, to the Employer such formal transfers and assignments or instruments, and perform or cause to be performed such other lawful acts papers and documents as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be required of the Employee to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with permit the Employer or its representatives in any controversy person or legal proceeding relating entity designated by the Employer to such Developmentsfile and prosecute the patent applications and, or as to any patentscopyrightable material, copyrights or trade secrets with respect theretoto obtain copyright thereon. If for any reason Any invention by the Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) within one year following the termination of this Agreement.Agreement shall be deemed to fall within the provisions of this paragraph unless proved by the Employee to have been first conceived and made following such termination. Except as expressly modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect and shall not be altered by this Amendment. The undersigned have executed this Amendment effective as of July 1, 2009. Zynex, Inc. /s/ Txxxxx Xxxxxxxxx By: Txxxxx Xxxxxxxxx Its: CEO Zynex Medical, Inc. /s/ Txxxxx Xxxxxxxxx By: Txxxxx Xxxxxxxxx Its: CEO Txxxxx Xxxxxxxxx /s/ Txxxxx Xxxxxxxxx

Inventions. All (i) You acknowledge and agree that all ideas, methods, inventions, designs, formulae, processes, discoveries, drawingsimprovements, improvements and work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to your work with the Company, made or conceived by Employeeyou, either solely or in collaboration jointly with others, during his employment the Employment Term, or (B) suggested by any work that you perform in connection with Employerthe Company, either while performing your duties with the Company or on your own time, but only insofar as the Inventions are related to you work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not during working hours, patent applications are filed thereon. You will keep full and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business complete written records (the “DevelopmentsRecords”) shall become ), in the manner prescribed by the Company, of all Inventions, and remain the sole property of Employer. Employee shall will promptly disclose promptly all Inventions completely and in writing to Employer all such Developmentsthe Company. Employee acknowledges and agrees that all Developments The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand you will surrender them upon the termination of the Employment Term, or upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns You will assign to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein your name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). You will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all right full oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developments, he hereby irrevocably designates the Inventions. You will also execute assignments to the Company (or its designee) of the Applications and appoints Employer give the Company and its duly authorized agents attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit. The Company will reimburse you for any reasonable, documented out-of-pocket expenses incurred by you as his agents and attorneys-in-fact a result of the Company’s request(s) in complying with this Section 9(f)(i), including travel, duplicating or telephonic expenses incurred by you, but without additional compensation to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in you from the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementCompany.

Inventions. All Employee agrees to disclose to Employer any and all inventions, improvements, discoveries, processes, programs, or systems that Employee develops or discovers during the period of time Employee is employed by Employer and that are related to any work or project that Employee works on or has knowledge of while employed at Employer or that Employee develops or discovers either using Employer equipment or resources or while on Employer time whether developed or discovered by Employee alone or with other Persons. Employee agrees that all such inventions, improvements, discoveries, processes, programs and systems and all memoranda, reports, drawings, designs, formulaeprograms, art work, plans, insertions, processes, discoveriesformulations, drawingspromotions, improvements software and developments made by Employee, either solely other materials or in collaboration with others, during his employment with Employerdocuments, whether or not during working hoursconfidential, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used created or developed by Employee (whether alone or with other Persons) pursuant to Employee’s employment are the sole and absolute property of Employer or its affiliates the customer for whom any such item(s) was/were produced for any and all purposes. Employee agrees that Employee does not have and will not claim to have any right, title or which pertain interest of any kind or nature in or to the Business (the “Developments”) shall become and remain such materials. Such intellectual property will be the sole and absolute property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges , and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the upon request and expense of Employer, whether during or after employment with Employer, Employee shall make, will execute and deliver all application papers, such assignments or instruments, and perform or cause to be performed such other lawful acts documents as Employer may deem necessary consider appropriate to properly vest rights, titles and interests in such materials in Employer. Employer acknowledges that this Section 4 does not apply to any invention for which no equipment, supplies, facility or desirable in making or prosecuting applicationstrade secret of Employer was used and which was developed entirely by Employee on his own time, domestic or foreign, for patents unless (including reissues, continuations and extensions thereofa) and copyrights related the invention relates to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developmentsa business of Employer, or to any patentsEmployer actual or demonstrably anticipated research or development, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (iib) the termination invention results from any work performed by Employee for Employer. EXECUTED effective as of his employment with Employer the day and (iii) the termination of this Agreement.year first above written. EMPLOYER: GLOBAL CONTROLS & INSTRUMENTATION, LLC By: /s/ Xxxxx X. Xxxxxx III Name: Xxxxx X. Xxxxxx III Title: CEO EMPLOYEE: By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements Employee agrees to promptly communicate and developments disclose to Employer the complete details of any invention made or conceived by Employee, either solely or in collaboration with others, during his employment with Employer, Employee whether or not during stated working hourshours of Employer or with use of Employer's facilities, materials, or personnel either solely or jointly with others during the Employment Period. Invention means any discovery, idea, improvement or know how, whether patentable or not. Employee agrees that any invention made or conceived by him during the Employment Period and relating any improvement on any such invention, during or subsequent to any methodsthe Employment Period, apparatus, products, compounds, services shall be assigned (and hereby is assigned) to Employer or deliverables which are made, furnished, sold, leased, used or developed a third party designated by Employer or its affiliates or which pertain to the Business (the “Developments”) and shall become and remain the sole and exclusive property of Employer; provided, however, that this agreement to assign rights to certain inventions to Employer does not apply to any invention for which no equipment, supplies, facility or trade secret information of Employer was used and which was developed entirely on Employee's own time, and (1) which does not relate (a) directly to the business of Employer or (b) to Employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by Employee for Employer. Employee also agrees that any invention made or conceived by Employee during Employee's past employment with BWMB prior to the date of this Agreement and any improvement on any such invention, during or subsequent to such employment, shall disclose promptly in writing be assigned (and hereby is assigned) to Employer all such Developmentsor a third party designated by Employer and shall become the sole and exclusive property of Employer; provided, however, that this agreement to assign rights to certain inventions to Employer does not apply to any invention for which no equipment, supplies, facility or trade secret information of BWMB was used and which was developed entirely on Employee's own time, and (1) which does not relate (a) directly to the business of Employer or BWMB or (b) to Employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by Employee for BWMB. Employee acknowledges and agrees that all Developments shall be deemed “original works of authorship which are made for hire” by Employee (solely or jointly with others) within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination scope of his employment with Employer and which are protectable by copyright are "works made for hire," pursuant to the United States Copyright Act (iii) 17 U.S.C. Section 101). Employee further agrees to assist Employer during and subsequent to the termination of this AgreementEmployment Period entirely at Employer's expense, which shall be reasonable, in obtaining patents or intellectual property rights for Employee's inventions in any and all countries and to execute all patent applications and assignments related to Employee's inventions.

Inventions. All inventionsThe SAB Member shall promptly disclose to RXi, designsand, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain subject to the Business (terms of the “Developments”) shall become and remain the sole property third paragraph of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges this Section 8, hereby assigns and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Actto assign to RXi (or as otherwise directed by RXi), as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his full right, title and interest interest, if any, to all Inventions (as defined below). The SAB Member agrees to cooperate fully with RXi, their attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any of such Inventions, including, but not limited to, copyright execution of any and all applications for domestic and foreign patents, copyrights or other proprietary rights and the performance of inventorshipsuch other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) in requested by RXi to assign the Inventions to RXi and to such Developments. At the request permit RXi to file, obtain and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to enforce any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s proprietary rights in the DevelopmentsInventions, all at RXi’s sole cost and expense. Employee expressly acknowledges that the special foregoing The SAB Member hereby designates RXi as his agent, and grants to RXi a power of attorney is with full power of substitution, which power of attorney shall be deemed coupled with an interest interest, for the purpose of effecting any such assignment hereunder from the SAB Member to RXi in the event the SAB Member should fail or refuse to sign and is therefore irrevocable and shall survive deliver any document in connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intend to exercise this right (i) his death they shall give the SAB Member 30 days written notice, by certified mail that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the documents that RXi intend to execute or incompetencyfile, (ii) or a description of the termination of his employment with Employer other acts that Companies intend to take, and (iiib) reasonably sufficient information about the termination Invention or other intellectual property to which the documents or acts relate for the SAB Member to make a determination of this Agreement.whether the document or acts

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning as a function of the United States Copyright ActEmployee’s employment with the Company and/or any of its Subsidiaries, as amendedthe Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). IfThe Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries, shall hold in trust for the sole benefit of the Company and/or any reasonof its Subsidiaries, such Developments are not deemed works made for hire, Employee and hereby assigns exclusively to Employer the Company without additional compensation or consideration to the Employee all of his rightthe Employee’s rights, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At any and all Inventions that the request and expense of EmployerEmployee solely or jointly may conceive, whether develop, reduce to practice or otherwise produce during or after the Employee’s employment with Employerthe Company and/or any of its Subsidiaries, Employee shall makeincluding, execute and deliver without limitation, all application paperspatent rights, assignments or instrumentscopyright rights, trade secret rights, and perform all other intellectual property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or cause to be performed such hereafter may have for infringement of any patent or other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding intellectual property right relating to such Developmentsany Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, or including, without limitation, signing and delivering to the Company (during and after employment) any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any other documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement.Company considers desirable to provide evidence of

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employerthe Company, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services apparatus or deliverables products which are made, furnishedmanufactured, sold, leased, used or developed by Employer or its affiliates the Company or which pertain to the Business (the “Developments”) ), shall become and remain the sole property of Employerthe Company. Employee shall disclose promptly in writing to Employer the Company all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee shall assign, and hereby assigns assigns, to Employer the Company, all of his Employee’s right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employerthe Company, whether during or after employment with Employerhereunder, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer the Company may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer the Company full legal title to such Developments. Employee shall assist and cooperate with Employer the Company or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer the Company in obtaining or enforcing its rights with respect to such Developments, he Employee hereby irrevocably designates and appoints Employer the Company and its duly authorized agents as his Employee’s agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employerthe Company’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his Employee’s death or incompetency, incompetency and (ii) the termination of his employment with Employer and (iii) the any termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee The Service Provider acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products and developments (“Inventions”), whether patentable or unpatentable, (x) that relate to the Service Provider’s work with the Company, made or conceived by the Service Provider, solely or jointly with others, during the Employment Term, or (y) suggested by any work that the Service Provider performs in connection with the Company, either while performing the Service Provider’s duties with the Company or on the Service Provider’s own time, but only insofar as the Inventions are related to the Service Provider’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Service Provider will keep full and complete written records (the “Records”), in the manner prescribed by the Company of all Inventions and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany and the Service Provider will surrender them upon the termination of the Employment Term, as amendedor upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns The Service Provider will assign to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein the Service Provider’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). The Service Provider will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions. The Service Provider will also execute assignments to the Company (or its designee), he hereby irrevocably designates of the Applications, and appoints Employer give the Company and its duly authorized agents as his agents and attorneys-in-fact attorneys all reasonable assistance (including the giving of testimony) to execute and file any documents and obtain the Inventions for its benefit, all without additional compensation to do all other lawful acts necessary to protect Employerthe Service Provider from the Company but entirely at the Company’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementexpense.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee Executive acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, recipes, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to Executive’s work with the Company, made or conceived by Executive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that Executive performs in connection with the Company, either while performing Executive’s duties with the Company or on Executive’s own time, shall be deemed “works made for hire” within belong exclusively to the meaning of the United States Copyright ActCompany (or its designee), as amendedwhether or not patent applications are filed thereon. IfExecutive hereby irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorship) patents that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, Employee shall makein Executive’s name or in the name of the Company (or its designee), execute applications for patents and deliver all application equivalent rights (the “Applications”). Executive will, at any time during and subsequent to the Employment Term, and at the Company’s expense, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be reasonably requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions. Executive will also execute assignments to the Company (or its designee) of the Applications, he and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints Employer the Company and its duly authorized officers and agents as his agents Executive’s agent and attorneys-in-fact attorney in fact, to act for and in Executive’s behalf and stead to execute and file any documents and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in connection with the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementforegoing.

Inventions. All inventionsDuring the Term, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee Contractor shall disclose promptly to the Agency any inventions or improvements made or conceived by Contractor that result from work done under this Agreement or as a result of information supplied to Contractor, directly or indirectly, by the Agency. At the Agency’s request, Contractor shall assign, and shall cause Contractor, its subcontractors and its and their employees and agents to assign, all right, title, and interest in writing and to Employer any and all such Developments. Employee acknowledges inventions and agrees that all Developments shall improvements and to execute such documents as may be deemed “works made for hire” within required to file applications and to obtain patents in the meaning name of the United States Copyright ActAgency or its nominees, in any countries, covering such inventions or improvements. Contractor represents it does not have any commitments to others under which Contractor is obligated to assign to such others inventions or improvements or rights therein in conflict with Contractor’s obligations to the Agency pursuant to this Agreement. Agency Furnished Materials . Any materials, including any third party materials, furnished by the Agency in connection with this Agreement (and as amended. Iffurther described in this Section 14.4, the “ Agency Furnished Materials”) are provided to Contractor as the Agency Confidential Information, solely for any reasonthe use by Contractor to provide the relevant Services in furtherance of this Agreement for the duration of the Scope of Work, such Developments are not deemed works made on a non-exclusive, non-transferable and non-sublicensable basis (except to authorized subcontractors who have a need to use the same for hire, Employee hereby assigns to Employer performance of this Agreement) and all of his rightrights, title and interest (includingthereto shall, but not limited toas between the parties, copyright at all times remain in the Agency. All the Agency Furnished Materials are provided to Contractor solely on an as-is, where-is basis without any warranty. All the Agency Furnished Materials, including drawings, forms, models, parts, drafts, reports, documentation, contents of computers, work stations and network-related devices, computer equipment, office equipment, software, data storage media, whether machine readable or otherwise, any Intellectual Property Rights and/or any other property acquired by Contractor from the Agency or any Agency Affiliates in the rendition of Services hereunder, and all rights copies thereof, shall be the property of inventorship) the Agency and shall be, at such times as may be specified by the Agency or the termination/expiration of the Scope of Work, delivered to the Agency. Contractor shall use all the Agency Furnished Materials that are obtained by the Agency from third parties in accordance with the terms and conditions set forth in the applicable third-party licenses. Contractor acknowledges that the Agency may revoke the licenses granted to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights Contractor with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file third party the Agency Furnished Materials at any documents and to do all other lawful acts time if such third party the Agency Furnished Materials are not necessary to protect EmployerContractor’s rights performance of the Services hereunder, and in any case, if the Developmentsthird party licensor terminates the Agency’s right to use or to sublicense such third party the Agency Furnished Materials. Employee expressly acknowledges Contractor will be responsible for all consents and fees, if any, required to permit its authorized subcontractors to access the Agency Furnished Materials that are owned by third parties. Contractor will be responsible for all consents and fees, if any, required to permit the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) Dedicated Contractor Personnel to access the termination of his employment with Employer and (iii) the termination of this AgreementAgency Furnished Materials that are owned by third parties.

Inventions. All The Employee shall promptly disclose to the Corporation or its designee any and all discoveries, inventions, designs, formulae, processes, discoveries, drawingsdevelopments, improvements and developments or innovations (hereinafter referred to as “Inventions”), whether patentable or unpatentable, made or conceived by the Employee, either solely or in collaboration jointly with others: (a) during the term of this Agreement or any extension thereto, during his employment with Employerthat relate to, whether or not during working hoursarise out of, and relating to any methods, apparatus, products, compoundsdevelopments, services or deliverables which are madeproducts of, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning business of the United States Copyright ActCorporation or any of its subsidiaries or divisions and (b) for a period of six (6) months after termination of the Employee’s employment with the Corporation, as amendedsaid Inventions that relate to, or arise out of, any developments, services or products that Employee has been concerned with during the term of her employment hereunder in connection with Magnetic Random Access Memory. If, for any reason, such Developments are not deemed works made for hire, The Employee hereby assigns and agrees to Employer all of his assign to the Corporation, its successors and assigns, the Employee’s entire right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developmentsany of said Inventions. At the request Both during and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreement, the Employee agrees to execute and deliver all such instruments, agreements and assignments as the Corporation and its advisors shall deem appropriate and necessary to vest ownership and title to the Inventions in the Corporation. The Employee shall do all lawful things, including: maintaining Invention records which shall be the property of the Corporation and rendering assistance and executing necessary documents, as requested, to enable the Corporation to file and obtain patents in Canada, the United States and foreign countries on any of said Inventions, as well as to protect the Corporation’s interest in any of said Inventions during the life of any inventions, patents, trade secrets, etc. All notes and records kept by the Employee in connection with her services under this Agreement shall be the exclusive property of the Corporation. The Employee, on leaving the service of the Corporation for any reason whatsoever, shall promptly deliver all such notes and records to the Employee. The Employee agrees that the salary received from the Corporation shall be full consideration and compensation for services performed by her for all Inventions, and for assignments of the same to the Corporation. The Employee will list, if such is the case, in Schedule “B” to this Agreement all Inventions relating to any development, service or product whatsoever that were owned or controlled by the Employee at the time of entering into this Agreement and which shall be excluded from this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his her employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which that are made, furnished, sold, leased, used or developed by Employer or its affiliates or which that pertain to the Business business of Employer (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his her right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, Developments or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he she hereby irrevocably designates and appoints Employer and its duly authorized agents as his her agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his her death or incompetency, (ii) the termination of his her employment with Employer and (iii) the termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by the Employee, either solely or in collaboration with others, during his employment with Employerthe Company, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services . apparatus or deliverables products which are made, furnishedmanufactured, sold, leased, used or developed by Employer or its affiliates the Company or which pertain to the Business (the “"Developments”) "), shall become and remain the sole property of Employerthe Company. The Employee shall disclose promptly in writing to Employer the Company all such Developments. The Employee acknowledges and agrees that all Developments shall be deemed “"works made for hire” " within the meaning of the United States Copyright Act, as amended. , If, for any reason, such Developments are not deemed works made for hire, the Employee shall assign, and hereby assigns assigns, to Employer the Company, all of his the Employee’s right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employerthe Company, whether during or after employment with Employerhereunder, the Employee shall make, execute and deliver all application papers, assignments or instrumentsInstruments, and perform or cause to be performed such other lawful acts as Employer the Company may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, . continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer the Company full legal title to such Developments. The Employee shall assist and cooperate with Employer the Company or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason the Employee refuses or is unable to assist Employer the Company in obtaining or enforcing its rights with respect to such Developments, he the Employee hereby irrevocably designates and appoints Employer the Company and its duly authorized agents as his the Employee's agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s the Company's rights in the Developments. The Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his the Employee's death or incompetency, incompetency and (ii) the termination of his employment with Employer and (iii) the any termination of this Agreement.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the a) Consultant agrees that all “Developments”Inventions” (as defined below) shall become and remain be the sole and exclusive property of Employerthe Company. Employee shall disclose promptly in writing to Employer all such Developments. Employee More specifically, Consultant hereby acknowledges and agrees that that, to the fullest extent permitted by applicable law, all Developments Inventions shall be deemed “works made for hire” within as defined in 17 U.S.C. § 101, as amended (and as such concept is similarly defined under any applicable foreign laws), and as such will constitute the meaning sole and exclusive property of the United States Copyright Act, Company without any further action required on the part of either party hereto. To the extent that any Invention does not qualify as amended. If, for any reason, such Developments are not deemed works made for hire, Employee Consultant hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company any and all rights of inventorship) to all Inventions. If the foregoing assignment is invalid or ineffective for any reason, then Consultant hereby grants the Company a perpetual, royalty-free, non-exclusive, worldwide license to fully exploit any intellectual property or propriety rights in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instrumentsInvention, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights and/or trademarks (or trade secrets with respect theretoother intellectual property or propriety registrations or applications) resulting therefrom. If for Furthermore, Consultant hereby forever waives and agrees never to assert any reason Employee refuses moral rights it may have in all or is unable to assist Employer any part of an Invention, even after the termination of the Consulting Relationship. To perfect and effectuate the covenants contained in obtaining or enforcing its rights with respect to such Developmentsthis Section, he Consultant hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive further agrees to: (i) his death or incompetency, promptly and fully inform the Company in writing of all Inventions; (ii) promptly execute and deliver assignment or conveyance documentation to the termination Company evidencing that all of his employment with Employer Consultant’s rights to all Inventions are the sole and exclusive property of the Company; and (iii) promptly acknowledge and deliver to the termination Company, without charge to the Company but at the Company’s expense, such written instruments and do such other acts as may be necessary, in the reasonable opinion of this Agreementthe Company, to obtain and maintain patents and/or copyright registrations and to vest the entire rights, interest in and title thereto in the Company.

Inventions. All Employee shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, designsincluding formulas for, formulaeand enhancements of products, filling processes, discoveriesother manufacturing processes, drawingspackaging, improvements and developments valuable discoveries, whether patentable or not, that are conceived or made by Employee, either solely or in collaboration jointly with othersanother, during any Term and that are directly related to the business or activities of the Company and that Employee conceives as a result of his employment with Employer, whether or not during working hours, by the Company. Employee hereby assigns and relating agrees to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer assign all of his interests therein to the Company or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employernominee. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments such materials that he develops or conceives and/or documents related thereto during such period shall be deemed “works made made-for-hire for hire” the Company within the meaning of the copyright laws of the United States Copyright Actor any similar or analogous law or statute of any other jurisdiction, and accordingly, the Company shall be the sole and exclusive owner for all purposes for the distribution, exhibition, advertising and exploitation of such materials or any part of them in all media and by all means now known or that may hereafter be devised, throughout the universe in perpetuity. Employee agrees that in furtherance of the foregoing, he shall disclose, deliver and assign to the Company all such enhancement, formulas, processes, conceptions, ideas, improvements and discoveries and shall execute all such documents, including patent, trademark and copyright applications, as amendedthe Company reasonably shall deem necessary to further document the Company’s ownership rights therein and to provide the Company the full and complete benefit thereof. If, for Should any reason, arbitrator or court of competent jurisdiction ever hold that such Developments are materials do not deemed constitute works made for made-for-hire, Employee hereby irrevocably assigns to Employer the Company, and agrees that the Company shall be the sole and exclusive owner of, all of his right, title and interest (includingin and to all such materials, but not limited toincluding the patents, copyright trademarks, copyrights and any other proprietary rights arising therefrom. Employee reserves no rights with respect to any such materials, and hereby acknowledges the adequacy and sufficiency of the compensation paid and to be paid by the Company to Employee for the materials and the contributions he will make to the development of any such information or materials. Employee agrees to cooperate with all lawful efforts of the Company to protect the Company’s rights in and to any or all of such information and materials and will, at the request of the Company, execute any and all instruments or documents reasonably necessary or desirable in order to register, establish, acquire, prosecute, maintain, perfect or defend the Company’s rights of inventorship) in and to such Developments. At the request information and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementmaterials.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”i) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. The Employee acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, which are made or conceived by the Employee, solely or jointly with others, during the Employment Term and which (A) relate to the Employee’s duties, authorities and responsibilities set forth in Section 1, (B) are otherwise developed by the Employee through the use of the Company’s confidential information, facilities or resources, or (C) are otherwise prepared by the Employee at times during which the Employee is or is intended to be serving the Company in the Employee’s capacity as an employee, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. It is agreed that emails by themselves shall constitute acceptable Records. The Records shall be deemed “works made for hire” within the meaning sole and exclusive property of the United States Copyright ActCompany, as amendedand the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. If, for any reason, such Developments are not deemed works made for hire, The Employee hereby irrevocably conveys, transfers and assigns to Employer all the Company, to the extent of his right, title and interest, all his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request Inventions and expense of Employerall patents that may issue thereon in any and all countries, whether during or after employment subsequent to the Employment Term, together with Employerthe right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights relating to the Inventions (the “Applications”). The Employee shall makewill, execute at any time during and deliver all application subsequent to the Employment Term, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be reasonably requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions. The Employee also will execute assignments to the Company (or its designee) of the Applications, he hereby irrevocably designates and appoints Employer give the Company and its duly authorized agents as his agents and attorneys-in-fact attorneys all reasonable assistance (including the giving of testimony) to execute and file any documents and obtain the Inventions for its benefit, all without additional compensation to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that from the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this AgreementCompany.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements Any and developments all Inventions made by Employee, either solely or conceived in whole or in collaboration with others, part by the Employee during his employment with Employerby the Company (whether or not under this Agreement), whether or not during working hoursbusiness hours or with the use of Company facilities, materials or personnel, shall be the property and Inventions of, and relating to are hereby assigned by the Employee to, the Company without any methodsroyalty or other consideration payable by the Company. Promptly after the discovery of any such Invention by the Employee, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly notify the Company thereof, describe it in writing to Employer all reasonable detail, and execute such Developments. Employee acknowledges assignments and agrees that all Developments other documents and take such other actions as shall be deemed “works made necessary to perfect the Company's interest therein. All applications for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights foreign letters patent with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights inventions of the Employee shall be applied for in the Developmentsname of the Employee or such other name as the Company otherwise directs. Employee expressly acknowledges that All rights to such patent applications and any letters patent granted with respect thereto shall be the special foregoing power property of attorney is coupled with an interest and is therefore irrevocable the Company and shall survive (ibe and hereby are assigned by the Employee to the Company. All reasonable expenses, including travel, of the Employee incurred in the performance of his obligations to the Company under this Section 6(c) his death or incompetency, (iishall be reimbursable to the Employee. To the extent the Employee performs obligations under this Section 6(c) the after termination of his employment by the Company, the Company shall compensate the Employee for the reasonable value of his time expended in the performance thereof to the extent the obligations being performed were not required to be or could not have been performed during the term of such employment. Employee guarantees and warrants that this Agreement in no way conflicts with Employer any previous agreements undertaken as a result of Employee's graduate study program. In the event of a breach or threatened breach by the Employee of the provisions of this Section 6, the Company shall be entitled to an injunction restraining the Employee from committing or continuing such breach. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee. The covenants in this paragraph shall run not only in favor of the Company and (iii) its successors and assigns but also in favor of its subsidiaries and their respective successors and assigns and shall survive the termination of this Agreement.

Inventions. All inventionsEmployee agrees to promptly disclose to the Company, designsor any person designated by the Company, formulaeall improvements, processes, discoveriestechniques, drawingsknow-how, improvements data and developments other Developments made or conceived or reduced to practice or learned by Employee, either solely alone or in collaboration jointly with others, during his employment with Employerthe Initial Term of this Agreement that are related to or useful in the business of the Company, whether or not during working hoursresult from use of premises, or property, equipment, facilities or funding owned, improvements, processes, techniques, know-how, data and relating other developments, shall be collectively referred to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) as "Inventions". Employee further agrees that all Inventions shall become and remain be the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges the Company and agrees that all Developments its assigns, and the Company and its assigns shall be deemed “works made for hire” within the meaning sole owner of the United States Copyright Actall patents, as amendedcopyrights, trademarks and other rights in connection therewith. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer the Company any rights he may have or acquire in all Inventions. Employee agrees to execute any documents requested by the Company to effectuate the intent of his rightthis Section 5. Employee and the Company agree that this paragraph does not apply to Inventions for which no Company equipment, title supplies, facility, funding or Confidential Information was used and interest which were developed entirely on Employee's own time, and (includinga) that do not relate (1) to the business of the Company or (2) to the Company's actual or demonstrably anticipated research or developments, but and (b) that do not limited toresult from any work performed by Employee for the Company. Employee agrees to execute, copyright without further compensation, any and all rights assignments, transfers, applications and other papers covering any Inventions that may be considered necessary or helpful by the Company in furtherance of inventorship) in and the foregoing and/or to such Developmentsaccomplish the assignment, transfer and/or license of any Inventions to persons designated by the Company. At the request and expense of Employer, whether during or after employment with EmployerTo this end, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer the Company and its duly authorized agents officers and agents, as his agents and attorneys-in-fact to act for and on his behalf and instead of him, to execute and file any documents such document and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in further the Developments. Employee expressly acknowledges that prosecution and protection of the special foregoing power of attorney is coupled Company's Inventions, with an interest the same legal force and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementeffect as if executed by him.

Inventions. All Executive shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, designs, formulae, processes, discoveries, drawings, improvements and developments valuable discoveries, whether patentable or not, that have been conceived or made prior to the date hereof or that are conceived or made by Employee, either Executive following the date hereof solely or in collaboration jointly with othersanother, during his employment with Employer, any Term and that are directly related to the business or activities of the Company whether or not conceived during working hours, and relating to or after regular business hours or using any methods, apparatus, products, compounds, services property or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to facilities of the Business (the “Developments”) shall become and remain the sole property of EmployerCompany. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges Executive hereby assigns and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer assign all of his right, title and interest (including, but not limited to, copyright in and to any such intellectual property to the Company or its nominee and Executive hereby expressly waives any and all moral rights he may have in or in relation to such intellectual property. Executive covenants and agrees to sign all such documents, instruments or agreements and to perform all such acts or otherwise assist the Company as are reasonably necessary in order to perfect and give effect to the foregoing assignment of inventorship) intellectual property rights and, to the extent applicable, waiver of moral rights therein. Executive agrees that all such materials that he develops or conceives and/or documents related thereto during such period shall be deemed works made-for-hire for the Company within the meaning of the copyright laws of the United States or any similar or analogous law or statute of any other jurisdiction, and accordingly, the Company shall he the sole and exclusive owner for all purposes for the distribution, exhibition, advertising and exploitation of such materials or any part of them in all media and by all means now known or that may hereafter be devised, throughout the universe time in perpetuity. Executive agrees that in furtherance of the foregoing, he shall disclose, deliver and assign to the Company all seen conceptions, ideas, improvements and discoveries and shall execute all such documents, including patent, trademark and copyright applications, as the Company reasonably shall deem necessary to further document the Company’s ownership right therein and to provide the Company the full and complete benefit thereof. Should any arbitrator or court of competent jurisdiction ever hold that such materials do not constitute works made-for-hire, Executive hereby irrevocably assigns to the Company, and agrees that the Company shall be the sole and exclusive owner of, all right, title and interest in and to all such materials, including the patents, trademarks, copyrights and any other proprietary rights arising therefrom. Executive reserves no rights with respect to any such materials, and hereby acknowledges the adequacy and sufficiency of the compensation paid and to be paid by the Company to Executive for the materials and the contributions he will make to the development of any such information or materials. Executive agrees to cooperate with all lawful efforts of the Company to protect the Company’s rights in and to any or all of such information and materials and will, at the request of the Company, execute any and all instruments or documents reasonably necessary desirable in order to register, establish, acquire, prosecute, maintain, perfect or defend the Company’s rights in and to such Developments. At the request information and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementmaterials.

Inventions. All inventionsWith respect to Inventions made, designsauthored, formulae, processes, discoveries, drawings, improvements and developments made or conceived by Employee, Employee either solely or jointly with others during employment by Employer or within twelve (12) months after termination of employment, Employee shall promptly and fully disclose and describe such Inventions in collaboration with otherswriting to the Employer, assign (and does hereby assign) to Employer all of Employee’s rights to such Inventions and to applications for letters, patent and/or copyright in all countries and to all letters patent and/or copyrights granted upon such Inventions in all countries. Employee will, during his employment with the term of this Agreement and thereafter, do such other acts as may be necessary in the Employer’s opinion to preserve property rights against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights and to vest the entire right and title thereto in the Employer. The provisions of this paragraph shall not apply to Inventions made, authored or conceived by Employee after termination of this Agreement if such Inventions do not relate directly to the Employer’s business or to the Employer’s actual or demonstrably anticipated research or development and do not result from any work performed by Employee for the Employer and no Employer Confidential Information is used in the making, authorship or conception of the Invention or discovery. For purposes of this Agreement, “Inventions” means discoveries, concepts, ideas and works of authorship, whether or not during working hours, and relating patentable or subject to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, copyright including but not limited toto processes, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employermethods, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instrumentsformulas, and perform techniques, as well as improvement or cause to be performed such other lawful acts know-how concerning any present or prospective activities of the Employer with which the Employee becomes acquainted as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination a result of his employment with by the Employer and (iii) or which are conceived by Employee during the termination of this Agreementemployment by the Employer or within one year thereafter.

Inventions. All inventions(a) Executive agrees that: (i) all Inventions shall be the sole and exclusive property of the Company, designs, formulae, processes, discoveries, drawings, improvements and developments (ii) all original works of authorship which are made by Employee, either Executive (solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which jointly) are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of hire under the United States Copyright ActAct (17 U.S.C., et seq.), and (iii) Executive shall promptly disclose to the Company all Inventions, all original works of authorship and all work product relating thereto. This disclosure will include complete and accurate copies of all Tangible Embodiments of any Invention, works of authorship and work product. All Tangible Embodiments of any Invention, work of authorship or work product related thereto will be deemed to have been assigned to the Company as amendeda result of the act of expressing any Invention or work of authorship therein. IfExecutive hereby assigns to the Company (together with the right to prosecute or xxx for infringements or other violations of the same) the entire worldwide right, for title and interest to any reason, such Developments are not deemed Inventions or works made for hire, Employee hereby assigns and Executive agrees to Employer perform, during and after employment, all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in making registering, recording, obtaining, maintaining, defending, enforcing and assigning Inventions or prosecuting applications, domestic or foreign, works made for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives hire in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect theretoand all countries. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he Executive hereby irrevocably designates and appoints Employer the Company and its duly authorized officers and agents as his Executive’s agents and attorneys-in-fact to act for and in Executive’s behalf and instead of Executive, to execute and file any documents and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in further the Developments. Employee expressly acknowledges that above purposes with the special foregoing same legal force and effect as if executed by Executive; this designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest interest. Without limiting the generality of any other provision of this Section, Executive hereby authorizes the Company and is therefore irrevocable each of its Affiliates (and shall survive their respective successors) to make any desired changes to any part of any Invention, to combine it with other materials in any manner desired, and to withhold Executive’s identity in connection with any distribution or use thereof alone or in combination with other materials. The obligations of Executive set forth in this Section (iincluding, but not limited to, the assignment obligations) his death or incompetency, (ii) will continue beyond the termination of his Executive’s employment with Employer respect to Inventions conceived or made by Executive alone or in concert with others during Executive’s employment with the Company and (iii) during the termination of one year thereafter, whether pursuant to this AgreementEmployment Agreement or otherwise. These obligations will be binding upon Executive and Executive’s executors, administrators and other representatives.

Inventions. All Employee shall inform the Employer using the established procedures promptly and fully of all inventions, improvements, discoveries, know-how, designs, formulae, processes, discoveriesformulae and techniques, drawingsand any related suggestions and ideas (hereinafter "Inventions"), improvements and developments whether patentable or not, which are solely or jointly conceived or made by Employee, either solely or in collaboration with others, during his the period of Employee's employment with by the Employer, whether during or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by out of Employee's usual hours of work. The Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer own all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest to those inventions (includinghereinafter "Employer Inventions") which are: (a) within the scope of the Employer's business, but which includes areas in which research is being conducted and areas of technical or market investigation; and/or (b) related to work done for the Employer by Employee. Employee hereby assigns and agrees to assign to the Employer Employee's entire right, title and interest in all Employer Inventions and any patents, design patents, and any other forms of intellectual property resulting therefrom. Employee shall protect the Employer's right to patent Employee's Employer Inventions by keeping written records, which are witnessed and dated, concerning dates of conception and reduction to practice, and Employee shall not limited topublish information concerning Employer Inventions without prior approval from the Employer. Employee shall also, copyright during and all rights after Employee's employment, execute such written instruments and render such other assistance as the Employer shall reasonably request to obtain and maintain patents, design patents, or other forms of inventorship) in protection on any Employer Inventions and to such Developmentsvest and confirm in the Employer its entire right, title and interest therein. At the request and expense of Employer, whether during or after employment with EmployerIn this regard, Employee shall makebe reimbursed by the Employer for actual expenses incurred and, execute and deliver all application papersif no longer an employee of the Employer, assignments or instruments, and perform or cause to shall be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, reasonably compensated for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementassistance rendered.

Inventions. All inventionsThe Advisor shall promptly disclose to RXi, designsand, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain subject to the Business (terms of the “Developments”) shall become and remain the sole property third paragraph of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges this Section 7, hereby assigns and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Actto assign to RXi (or as otherwise directed by RXi), as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his full right, title and interest interest, if any, to all Inventions (as defined below). The Advisor agrees to cooperate fully with RXi, its attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’ s rights in and to any of such Inventions, including, but not limited to, copyright execution of any and all applications for domestic and foreign patents, copyrights or other proprietary rights and the performance of inventorshipsuch other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) in requested by RXi to assign the Inventions to RXi and to such Developments. At the request permit RXi to file, obtain and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to enforce any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s proprietary rights in the DevelopmentsInventions, all at RXi’s sole cost and expense. Employee expressly acknowledges that the special foregoing The Advisor hereby designates RXi as his agent, and grants to RXi a power of attorney is with full power of substitution, which power of attorney shall be deemed coupled with an interest interest, for the purpose of effecting any such assignment hereunder from the Advisor to RXi in the event the Advisor should fail or refuse to sign and is therefore irrevocable and shall survive deliver any document in connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intends to exercise this right (i) his death it shall give the Advisor 30 days written notice, by certified mail that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the documents that RXi intends to execute or incompetencyfile, or a description of the other acts that Companies intend to take, and (b) reasonably sufficient information about the Invention or other intellectual property to which the documents or acts relate for the Advisor to make a determination of whether the document or acts relate to an Invention; and (ii) RXi may not exercise its rights under this sentence if the termination of his employment with Employer and (iii) Advisor notifies RXi within the termination of this Agreement30-day period referred to above that the Advisor disagrees.

Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee Executive acknowledges and agrees that all Developments ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship (“Inventions”) and all underlying rights therein in all forms of media now known or later devised, whether or not patentable or copyrightable, (a) that relate to Executive’s work with the Company, made or conceived by Executive, solely or jointly with others, during the period of Executive’s employment and service with the Company, or (b) suggested by any work that Executive performed in connection with the Company, either while performing Executive’s duties with the Company or on Executive’s own time, shall be deemed “works made for hire” within belong exclusively to the meaning of the United States Copyright ActCompany (or its designee), as amendedwhether or not patent or copyright applications are filed thereon. IfExecutive hereby irrevocably conveys, for any reason, such Developments are not deemed works made for hire, Employee hereby transfers and assigns to Employer all of his right, title and interest (including, but not limited to, copyright the Company the Inventions and all rights of inventorshippatents and copyrights (and all renewals, revivals and extensions thereof) that may issue thereon in any and to such Developments. At the request and expense of Employerall countries, whether during or after subsequent to the period of Executive’s employment and service with Employerthe Company, Employee together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents, copyrights, and equivalent rights (the “Applications”). The Inventions shall makealso be deemed Works for Hire, execute as that term is defined under the copyright laws of the United States, on behalf of the Company. Executive will, at any time during and deliver all application subsequent to the period of Executive’s employment and service with the Company, and at the Company’s expense, make such applications, sign such papers, assignments or instrumentstake all rightful oaths, and perform or cause to be performed such other lawful all acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related be reasonably requested from time to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights time by the Company with respect to such Developmentsthe Inventions. Executive will also execute assignments to the Company (or its designee) of the Applications, he and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to Executive from the Company. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints Employer the Company and its duly authorized officers and agents as his agents Executive’s agent and attorneys-in-fact attorney in fact, to act for and in Executive’s behalf and stead to execute and file any documents and to do all other lawful lawfully permitted acts necessary in connection with the foregoing. In addition, Executive hereby waives any so-called “moral rights” with respect to protect Employerthe Inventions. The provisions of this Section shall not apply to an Invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Executive’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive own time, unless (i) his death the Invention relates (A) to the business of the Company, or incompetency(B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the termination of his employment with Employer and (iii) Invention results from any work performed by Executive for the termination of this AgreementCompany.

Inventions. All The Executive recognizes and agrees that all ideas, inventions, patents, copyrights, copyright designs, formulaetrade secrets, trademarks, processes, discoveries, drawingsenhancements, software, source code, catalogues, prints, business applications, plans, writings, and other developments or improvements and developments made all other intellectual property and proprietary rights and any derivative work based thereon (the “Inventions”) made, conceived, or completed by Employeethe Executive, either solely alone or in collaboration with others, during the term of his employment with Employeremployment, whether or not during working hours, that are within the scope of the Employer’s business operations or that relate to any of the Employer’s work or projects (including any and all inventions based wholly or in part upon ideas conceived during the Executive’s employment with the Employer), are the sole and exclusive property of the Employer. The Executive further agrees that (1) he will promptly disclose all Inventions to the Employer and hereby assigns to the Employer all present and future rights he has or may have in those Inventions, including without limitation those relating to any methodspatent, apparatuscopyright, products, compounds, services trademark or deliverables which trade secrets; and (2) all of the Inventions eligible under the copyright laws are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works work made for hire.” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of the Employer, whether during or after employment with Employer, Employee shall make, execute and deliver the Executive will do all application papers, assignments or instruments, and perform or cause things deemed by the Employer to be performed such other lawful acts as Employer may deem reasonably necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal perfect title to the Inventions in the Employer and to assist in obtaining for the Employer such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect theretoother protection as may be provided under law and desired by the Employer, including but not limited to executing and signing any and all relevant applications, assignments or other instruments. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he The Executive hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents as his the Executive’s agents and attorneys-in-fact attorneys‑in‑fact to act for and on the Executive’s behalf and instead of the Executive, to execute and file any documents and to do all other lawful lawfully permitted acts necessary to protect Employer’s rights in further the Developments. Employee expressly above purposes with the same legal force and effect as if executed by the Executive, and the Executive acknowledges that the special foregoing this designation and appointment constitutes an irrevocable power of attorney and is coupled with an interest interest. Notwithstanding the foregoing, pursuant to Sections 2870 and is therefore irrevocable 2872 of the California Labor Code, the Employer hereby notifies the Executive that the provisions of this Paragraph 10D shall not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Employer was used and shall survive which were developed entirely on the Executive’s own time, unless (1) the Invention relates (i) his death to the business of the Employer, or incompetency, (ii) to actual or demonstrably anticipated research or development of the termination of his employment with Employer and Employer, or (iii2) the termination Invention results from any work performed by the Executive for the Employer. A copy of this AgreementCode Sections 2870 and 2872 will be made available to the Executive upon his request.

Inventions. All inventionsIn consideration of the sum of $65,995.48, designsreceipt of which is hereby acknowledged, formulae, processes, MESL and Executive hereby assign to Employer all discoveries, drawingsinventions, improvements and developments made or conceived by Employeethem, either solely alone or in collaboration with others, during and prior to his employment with Employeremployment, whether or not during regular working hours, and relating to any methods, apparatus, productsproducts or components thereof, compoundswhich, services or deliverables which prior to the termination of this Agreement are made, furnishedmanufactured, sold, leased, used used, or developed under development by Employer or its affiliates or which pertain to the Business (the “Developments”) business of Employer, including those inventions described on Exhibit "A" attached hereto and incorporated hereby. All such items are works for hire and shall upon execution hereof become and remain the sole property of Employer, its successors and assigns. Employee shall MESL and Executive will disclose promptly in writing to Employer all such Developments. Employee acknowledges discoveries, inventions, improvements and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Actdevelopments and, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not limited to, copyright and all rights of inventorship) in and to such Developments. At at the request of Employers and without expense of to Employer, whether during or after employment with Employer, Employee shall MESL and Executive will make, execute execute, and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts acts, as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissuespatents, continuations re-issues, and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall , and, assist and cooperate with Employer or its representatives representative in any controversy or legal proceeding proceedings relating to such Developmentsdiscoveries, inventions, improvements and developments, or to any patentsthe patents which may be procured thereon. Executive and MESL hereby forever assign to Employer all the right, copyrights title and interest to all inventions previously invented by Executive, MESL or trade secrets MES, including those included on Exhibit "A" attached hereto. Modular Energy Systems, Inc., a California corporation, is executing this Agreement to evidence its intention to be bound by each of the provisions of this Agreement relating to inventions and Employer's rights with respect thereto. If for any reason Employee refuses or is unable As additional consideration to assist Employer, Executive shall cause MESL shall conduct research and development services that may be requested by Employer in obtaining or enforcing its rights with respect from time to such Developments, he hereby irrevocably designates time during the term of this Agreement. The obligations of Executive and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and MESL shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the any termination of this Agreement.

Inventions. All inventionsThe SAB Member shall promptly disclose to RXi, designsand, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain subject to the Business (terms of the “Developments”) shall become and remain the sole property third paragraph of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges this Section 8, hereby assigns and agrees that all Developments shall be deemed “works made for hire” within the meaning of the United States Copyright Actto assign to RXi (or as otherwise directed by RXi), as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his full right, title and interest interest, if any, to all Inventions (as defined below). The SAB Member agrees to cooperate fully with RXi, their attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect RXi’s rights in and to any of such Inventions, including, but not limited to, copyright execution of any and all applications for domestic and foreign patents, copyrights or other proprietary rights and the performance of inventorshipsuch other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) in requested by RXi to assign the Inventions to RXi and to such Developments. At the request permit RXi to file, obtain and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to enforce any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s proprietary rights in the DevelopmentsInventions, all at RXi’s sole cost and expense. Employee expressly acknowledges that the special foregoing The SAB Member hereby designates RXi as his agent, and grants to RXi a power of attorney is with full power of substitution, which power of attorney shall be deemed coupled with an interest interest, for the purpose of effecting any such assignment hereunder from the SAB Member to RXi in the event the SAB Member should fail or refuse to sign and is therefore irrevocable and shall survive deliver any document in connection with perfecting the foregoing rights of RXi within 10 days following RXi’s request; provided that, in each case in which RXi intend to exercise this right (i) his death they shall give the SAB Member and the Institute 30 days written notice, by certified mail (the Institute’s copy being mailed to the Office of the General Counsel, Hxxxxx Hxxxxx Medical Institute, 4000 Xxxxx Xxxxxx Road, Chevy Chase, MD 20815 Attn: General Counsel) that they intend to exercise their rights under this sentence, which notice shall refer to this Agreement and shall be accompanied by (a) copies of the documents that RXi intend to execute or incompetencyfile, or a description of the other acts that Companies intend to take, and (b) reasonably sufficient information about the Invention or other intellectual property to which the documents or acts relate for the SAB Member and the Institute each to make a determination of whether the document or acts relate to an Invention; and (ii) RXi may not exercise their rights under this sentence if either the termination of his employment with Employer and (iii) SAB Member or the termination of this AgreementInstitute notifies RXi within the 30-day period referred to above that the SAB Member or the Institute disagrees.

Inventions. All Employee shall disclose promptly to the Company any and all ---------- significant conceptions and ideas for inventions, designs, formulae, processes, discoveries, drawings, improvements and developments valuable discoveries, whether patentable or not, which are conceived or made by Employee, either solely or in collaboration jointly with othersanother, during the period of employment and which are directly related to the business or activities of the Company and which Employee conceives as a result of his employment with Employer, whether or not during working hours, by the Company. Employee hereby assigns and relating agrees to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer assign all his interests therein to the Company or its affiliates or which pertain to the Business (the “Developments”) shall become and remain the sole property of Employernominee. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments such materials which he develops or conceives and/or documents during such period shall be deemed “works made made-for-hire for hire” the Company within the meaning of copyright laws of the United States Copyright Actor any similar or analogous law or statute of any other jurisdiction and accordingly , the Company shall be the sole and exclusive owner for all purposes for the distribution, exhibition, advertising and exploitation of such materials or any part of them in all media and by all means now known or which may hereafter be devised, throughout the universe in perpetuity. Employee agrees that in furtherance of the foregoing, he shall disclose, deliver and assign to the Company all such conceptions, ideas, improvements and discoveries and shall execute all such documents, including patent and copyright applications, as amendedthe Company reasonable shall deem necessary to further document the Company's ownership rights therein and to provide the Company the full and complete benefit thereof. If, for Should any reason, such Developments are arbitrator or court of competent jurisdiction ever hold that the materials derived from Employee's contributions to the Company do not deemed constitute works made for made-for-hire, . Employee hereby irrevocably assigns to Employer the Company, and agrees that the Company shall be the sole and exclusive owner of, all of his right, title and interest (includingin and to all such materials including the copyrights and any other proprietary rights arising therefrom; Employee reserves no rights with respect to any such materials, but not limited to, copyright and hereby acknowledges the adequacy and sufficiency of the compensation paid and to be paid by the Company to Employee for the materials and the contributions he will make to the development of any such information or materials. Employee agrees to cooperate with all lawful efforts of the Company to protect the Company's rights in and to any or all of such information and materials and will at the request of the Company execute any and all instruments or documents necessary or desirable in order to register, establish, acquire. prosecute, maintain, perfect or defend the Company's rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably designates and appoints Employer and its duly authorized agents as his agents and attorneys-in-fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the termination of this Agreementinformation materials.