Common use of Inventions Clause in Contracts

Inventions. The term “Invention” means any invention, discovery, improvement, apparatus, implement, process, compound, composition or formula, whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“Records”) of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. The term “Invention” means a. Executive acknowledges and agrees that all 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 inventionCompany resources and/or within the scope of Executive's work with the Company or that relate to the business, discoveryoperations or actual or demonstrably anticipated research or development of the Company, improvementand that are made or conceived by Executive, apparatussolely or jointly with others, implementduring Executive's Service, processor (B) suggested by any work that Executive performs in connection with the Company, compoundeither while performing Executive's duties with the Company or on Executive's own time, composition but only insofar as the Inventions are related to Executive's work as an employee or formulaother service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patentable, conceived patent or reduced to practiceother applications for intellectual property protection are filed thereon. Executive will keep full and complete written records (the "Records"), in whole or in part, the manner prescribed by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurateof all Inventions, and authentic accounts, notes, data, will promptly disclose all Inventions completely and records (“Records”) of each and every Invention, which Records will, at all times, be the property of in writing to the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will shall be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Service, or upon the Company's request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to Executive's Service, together with the right to file, in Executive's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the "Applications"). Executive will, at any time during and subsequent to Executive's Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the request Company to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional compensation to Executive from the Company. 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 for the Company's benefit, all without additional compensation to Executive from the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by but entirely at the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available)'s expense.

Inventions. (i) The term Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Invention” means 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 inventionwork that the Employee performs in connection with the Company, discoveryeither while performing the Employee’s duties to the Company or on the Employee’s own time, improvementbut only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, apparatus, implement, process, compound, composition shall belong exclusively to the Company (or formulaits designee), whether or not patentable, conceived or reduced to practicepatent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in whole or in part, the manner prescribed by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurateof all Inventions, and authentic accounts, notes, data, will promptly disclose all Inventions completely and records (“Records”) of each and every Invention, which Records will, at all times, be the property of in writing to the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will shall be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company Employee will bear the entire expense of applying for and obtaining the Patents. For one year after surrender them upon the termination of the term Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Executive’s employment Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee 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 for its benefit, all without additional compensation to the Employee from the Company, the Executive will not file any applications for Patents on any Invention other than those filed but entirely at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available)’s expense.

Inventions. The term “Invention” means any invention, discovery, improvement, apparatus, implement, process, compound, composition or formula, whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his her employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or and/or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“Records”) of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his her employment, hereby represents that, to the best of his her knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his her former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his her work or employment, nor is there in his her possession any confidential information used by any of his her former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. The term “Invention” means Executive acknowledges and agrees that any inventionand all Work Product, discoveryproducts, improvementimprovements, apparatus, implement, process, compound, composition and inventions or formula, whether or not patentable, creations conceived or reduced to practice, in whole or in part, made by Executive during the Executive (alone, or jointly period of Executive’s employment with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates relating to the business, science, technology activities or products business of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“Records”) of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of or the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be Group are the sole and exclusive property of the Company or its nominee. Executive shall promptly disclose any Work Product to the Company and perform all acts and things and sign whatever documents and agreements are necessary to confirm and vest the entire right, title and interest in such Work Product in the Company, including copyright assignments, patent applications and other documents and papers. The Any assignment of Work Product includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Executive willhereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. Executive agrees to assist the Company, or its designee, at its expense, in every proper way to secure the request Company’s, or its designee’s, rights in the Company Inventions 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 and agree never to assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney-in-fact, to act for and in Executive’s behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of patent, copyright, mask work and other registrations related to such Work Product. These obligations shall be binding upon Executive and Executive’s heirs, assigns, executors, administrators, agents or other legal representatives. Executive may not use, disclose to third parties or otherwise retain any such works or inventions, without the prior written permission of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. The term “Invention” means any invention, discovery, improvement, apparatus, implement, process, compound, composition or formula, whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or and/or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“Records”) of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. (i) The term Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship (“Invention” means 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 inventionwork that the Executive performs in connection with the Company, discoveryeither while performing the Executive’s duties with the Company or on the Executive’s own time, improvement, apparatus, implement, process, compound, composition shall belong exclusively to the Company (or formulaits designee), whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Informationpatent applications are filed thereon. The Executive will keepkeep full and complete written records (the “Records”), on behalf of in the manner prescribed by the Company, complete, accurateof all Inventions, and authentic accounts, notes, data, will promptly disclose all Inventions completely and records (“Records”) of each and every Invention, which Records will, at all times, be the property of in writing to the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the request of the CompanyEmployment Term, make application in due form for United States letters patent such applications, sign such papers, take all rightful oaths, and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection perform all acts as may be requested from time to time by the Company with respect to the PatentsInventions. The Executive will assign and transfer also execute assignments to the Company all right, title(or its designee) of the Applications, and interest 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 in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by from the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. The term “"Invention” " means any invention, discovery, improvement, apparatus, implement, process, compound, composition or formula, whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“"Records”") of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s 's term of employment by the Company. Each Invention will be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “"Patent”") on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s 's employment by the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. (i) The term Executive acknowledges and agrees that all ideas, methods, inventions, discoveries. improvements, work products, developments or works of authorship (“Invention” means 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 inventionwork that the Executive performs in connection with the Company, discoveryeither while performing the Executive’s duties with the Company or on the Executive’s own time, improvement, apparatus, implement, process, compound, composition shall belong exclusively to the Company (or formulaits designee), whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Informationpatent applications are filed thereon. The Executive will keepkeep full and complete written records (the “Records”), on behalf of in the manner prescribed by the Company, complete, accurateof all Inventions, and authentic accounts, notes, data, will promptly disclose all Inventions completely and records (“Records”) of each and every Invention, which Records will, at all times, be the property of in writing to the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the request of the CompanyEmployment Term, make application in due form for United States letters patent such applications, sign such papers, take all rightful oaths, and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection perform all acts as may be requested from time to time by the Company with respect to the PatentsInventions. The Executive will assign and transfer also execute assignments to the Company all right, title(or its designee) of the Applications, and interest 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 in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by from the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. The term “Invention” means any invention, discovery, improvement, apparatus, implement, process, compound, composition or formula, whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“Records”) of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year twelve (12) months after the termination of the term Term of the Executive’s employment by the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. The term 5.7.1 Manager acknowledges and agrees that all 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 (“Invention” means Inventions”), whether patentable or unpatentable, (x) that relate to his work with the OptiNose Companies, made, developed or conceived by him, solely or jointly with others, or with the use of any inventionof the Optinose Companies’ equipment, discoverysupplies, improvementfacilities or trade secrets or (y) suggested by any work that he performed in connection with the OptiNose Companies, apparatuseither while performing his duties with the OptiNose Companies or on his own time, implementbut only insofar as the Inventions are related to his work as an employee of the OptiNose Companies (collectively, process“Company Inventions”), compound, composition will belong exclusively to the Parent Company or formulasuch of the OptiNose Companies the Parent may designate, whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his employment by the Company patent applications are filed thereon. Manager will keep full and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and complete written records (the “Records”) ), in the manner prescribed by the OptiNose Companies, of each all Company Inventions, and every Invention, which Records will, at will promptly disclose all times, be Company Inventions completely and in writing to the property of the CompanyOptiNose Companies. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, titleOptiNose Companies, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company Manager will bear the entire expense of applying for and obtaining the Patents. For one year after surrender them upon the termination of the term of the Executive’s employment by the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, or upon the OptiNose Companies’ request. Manager will assign to the best OptiNose Companies the Company Inventions including all rights in and to patents and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the term of this Agreement, together with the right to file, in his knowledge, there is not as name or in the name of the date OptiNose Companies (or their designee), applications for patents and equivalent rights (the “Applications”). Manager will, at any time during and subsequent to the term of this Agreement any agreement or obligation outstanding with or to any of his former employers or other partyAgreement, which would restrictmake such applications, limit or in any way prohibit sign such papers, take all or any portion of his work or employmentrightful oaths, nor is there in his possession any confidential information used by any of his former employers or any other party (except and perform all acts as may have been revealed in generally available publications be requested from time to time by the OptiNose Companies with respect to the Company Inventions and the underlying intellectual property. Manager will also execute assignments to the OptiNose Companies (or otherwise made publicly available)their designee) of the Applications, and give the OptiNose Companies and their attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and the underlying intellectual property for its benefit, all without additional compensation to Manager from the OptiNose Companies, but entirely at the OptiNose Companies’ expense.

Inventions. The term “Invention” means any invention, discovery, improvement, apparatus, implement, process, compound, composition or formula, whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his her employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“Records”) of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by the Company, the Executive will not file any applications for Patents on any Invention pertaining to projects or discoveries made at the Company other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his her employment, hereby represents that, to the best of his her knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his her former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his her work or employment, nor is there in his her possession any confidential information used by any of his her former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. The term “Invention” means any invention, discovery, improvement, apparatus, implement, process, compound, composition or formula, whether or not patentable, conceived or reduced to practice, in whole or in part, by the Executive (alone, or jointly with others) during any term of his employment by the Company and twelve (12) months thereafter which directly or indirectly relates to the business, science, technology or products of the Company and /or and/or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“Records”) of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be the sole and exclusive property of the Company. The Executive will, at the request of the Company, make application in due form for United States letters patent and foreign letters patent (each, a “Patent”) on any Invention and execute any necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all right, title, and interest of the Executive in any Patents or Patent applications. The Executive agrees to cooperate with any actions necessary to continue, renew or retain the Patents. The Company will bear the entire expense of applying for and obtaining the Patents. For one (1) year after the termination of the term of the Executive’s employment by the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available).

Inventions. The term For purposes of the Agreement, “Invention” means shall mean any inventionand all machines, discoveryapparatuses, improvementcompositions of matter, apparatusmethods, implementknow-how, processprocesses, compounddesigns, composition configurations, uses, ideas, concepts, or formulawritings of any kind, whether discovered, conceived, developed, made, or produced, or any improvements to them, and shall include, but not patentablebe limited to the definition of an invention contained in the United Sates Patent Laws. The Executive understands and agrees that all Inventions, or trademarks or copyrights relating thereto, which reasonably relate to the business of the Company and which are conceived or reduced to practice, in whole or in part, made by the Executive (alone, or jointly with others) him during any term of his employment by the Company and twelve (12) months thereafter which directly either alone or indirectly relates to the businesswith others, science, technology or products of the Company and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate, and authentic accounts, notes, data, and records (“Records”) of each and every Invention, which Records will, at all times, be the property of the Company. The Executive will comply with the directions of the Company with respect to the manner and form of keeping or surrendering Records and will surrender to the Company all Records at the end of the Executive’s term of employment by the Company. Each Invention will be are the sole and exclusive property of the Company. The Executive willunderstands and agrees that all Inventions, trademarks, or copyrights described above in this Section 9 are the sole and exclusive property of the Company whether or not they are conceived or made during regular working hours. The Executive agrees that he will disclose promptly and in writing to the Company all Inventions within the scope of this Agreement, whether he considers them to be patentable or not, which he, either alone or with others, conceives or makes (whether or not during regular working hours). The Executive hereby assigns and agrees to assign all his right, title, and interest in and to those Inventions that relate to the business of the Company and agrees not to disclose any of these to others without the written consent of the Company, except as required by the conditions of his employment. The Executive agrees that he will at any time during his employment hereunder, or after this Employment Agreement terminates, on the request of the Company, make (i) execute specific assignments in favor of the Company, or its nominee, of any of the Inventions covered by this Agreement, (ii) execute all papers and perform all lawful acts the Company considers necessary or advisable for the preparation, application in due form for procurement, maintenance, enforcement, and defense of patent applications and patents of the United States letters patent and foreign letters patent countries for these Inventions, for the perfection or enforcement of any trademarks or copyrights relating to such Inventions, and for the transfer of any interest the Executive may have, and (each, a “Patent”iii) on any Invention and execute any and all papers and lawful documents required or necessary documents in connection with the Patents. The Executive will assign and transfer to the Company all vest sole right, title, and interest in the Company or its nominee of the Executive in above Inventions, patent applications, patents, or any Patents trademarks or Patent applicationscopyrights relating thereto. The Executive agrees will, at the Company’s expense, execute all documents (including those referred to cooperate with any actions above) and do all other acts necessary to continue, renew or retain assist in the Patents. The Company will bear the entire expense preservation of applying for and obtaining the Patents. For one year after the termination of the term of the Executive’s employment by all the Company, the Executive will not file any applications for Patents on any Invention other than those filed at the request of and on behalf of the Company. The Executive, as a condition of his employment, hereby represents that, to the best of his knowledge, there is not as of the date of ’s interests arising under this Agreement any agreement or obligation outstanding with or to any of his former employers or other party, which would restrict, limit or in any way prohibit all or any portion of his work or employment, nor is there in his possession any confidential information used by any of his former employers or any other party (except as may have been revealed in generally available publications or otherwise made publicly available)Agreement.