Common use of Inventions Clause in Contracts

Inventions. 9.1 The Employee acknowledges that the nature of his duties, and the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest of the Company's undertakings. Accordingly, any Invention made or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed to the Company and all rights in such Inventions shall be and become the absolute property of the Company and shall not be disclosed to any other person or entity without the consent of the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that may, in the opinion of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving to the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges 16.2.1 If while employed by the Company you (whether alone or with any other person) make, produce or are responsible for any invention, discovery, process, business idea, or method of any description that relates to or could be used in any business of the nature Company (“an Invention”), you shall promptly give to a Director of his duties, and the particular responsibilities arising therefrom, are such that he has Company full written details thereof. 16.2.2 If the Invention is a special obligation patentable invention within the meaning of S57 Section 1 of the Patents OrdinanceXxx 0000 and, Cap 514 according to further the interest provisions of the Company's undertakings. AccordinglySection 39 of that Act it belongs to you (“Personal Invention”), any Invention made or discovered you shall if so requested by the Employee Company no later than six months from disclosure to the Company pursuant to sub-clause 16.2.1 above, negotiate with the Company in good faith for the assignment or jointly with others, wholly or substantially licence of your rights in that Invention to the Company for further consideration. 16.2.3 Any Invention created in the course of your employment by the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed Company shall belong to the Company (“Company Inventions”). Any and all intellectual property rights in or relating to any and all such Company Inventions shall be owned by the Company. You hereby irrevocably assign to the Company (by way of present assignment of present and become future rights) with full title guarantee absolutely and free from all encumbrances all right, title and interest in and to all intellectual property rights in or relating to Company Inventions and all materials embodying such rights to the absolute property fullest extent permitted by law together with all accrued rights of action in respect of any infringement of such rights. Insofar as they do not so vest automatically by operation of law or under this Contract, you shall hold all such rights and inventions on trust for the exclusive benefit of the Company Company, and shall not be disclosed transfer them to any other person a third party or entity without the consent of encumber them and shall on demand assign them to the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee without payment or other condition. You shall whenever requested to do so execute (whether both during or and after the termination of this Agreementyour employment) promptly disclose all documents and deliver do all things necessary to substantiate the Company’s rights in Company Inventions and to obtain registration or protection thereof in the Company’s name in any country. 16.2.4 Save for the disclosure to the Company all information and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that mayas provided above or, in the opinion case of the Companya Personal Invention only, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name required for the purpose of giving to obtaining patent protection for the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9Personal Invention, in favour you shall keep all details of any third partyInvention confidential to yourself and any solicitor, counsel or patent agent instructed by you and you shall not use any Company Invention for any purpose. A certificate in writing signed by You shall not without the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case. 9.4 The Company shall be under no obligation to Company’s prior written consent apply for or to seek to obtain patent, design or other intellectual property protection a patent in any country in relation to any such Company Invention or and shall promptly inform the Company if you apply for a patent in any way to usecountry for a Personal Invention. Notwithstanding the foregoing, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 you shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice include any Confidential Information in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been grantedfor a Personal Invention.

Inventions. 9.1 The Employee acknowledges 16.2.1 If while employed by the Company you (whether alone or with any other person) make, produce or are responsible for any invention, discovery, process, business idea, or method of any description that relates to or could be used in any business of the nature Company (“an Invention”), you shall promptly give to a Director of his duties, and the particular responsibilities arising therefrom, are such that he has Company full written details thereof. 16.2.2 If the Invention is a special obligation patentable invention within the meaning of S57 Section 1 of the Patents OrdinanceXxx 0000 and, Cap 514 according to the provisions of Section 39 of that Act it belongs to you (“Personal Invention”), you shall if so requested by the Company no later than six months from disclosure to the Company pursuant to sub-clause 16.2.1 above, negotiate with the Company in good faith for the assignment or licence of your rights in that Invention to the Company for further the interest of the Company's undertakings. Accordinglyconsideration. 16.2.3 Subject to clause 16.2.4, any Invention made or discovered by the Employee or jointly with others, wholly or substantially created in the course of your employment by the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed Company shall belong to the Company (“Company Inventions”). Any and all intellectual property rights in or relating to any and all such Company Inventions shall be owned by the Company. You hereby irrevocably assign to the Company (by way of present assignment of present and become future rights) with full title guarantee absolutely and free from all encumbrances all right, title and interest in and to all intellectual property rights in or relating to Company Inventions and all materials embodying such rights to the absolute property fullest extent permitted by law together with all accrued rights of action in respect of any infringement of such rights. Insofar as they do not so vest automatically by operation of law or under this Contract, you shall hold all such rights and inventions on trust for the exclusive benefit of the Company Company, and shall not be disclosed transfer them to any other person a third party or entity without the consent of encumber them and shall on demand assign them to the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee without payment or other condition. You shall whenever requested to do so execute (whether both during or and after the termination of this Agreementyour employment) promptly disclose and deliver to the Company all information and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that may, necessary to substantiate the Company’s rights in Company Inventions and to obtain registration or protection thereof in the opinion of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his ’s name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving to the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventionscountry. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that Executive shall disclose promptly to the nature of his dutiesCompany 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 Section 102 of the particular responsibilities arising therefromU.S. Copyright Act), trademarks, trade names, slogans, logos, processes patents and other intellectual property, which are such conceived or made by Executive, solely or jointly with another person or persons, prior to 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 his interests in Inventions and tangible embodiments thereof and all intellectual property and proprietary rights therein to the Company or its nominee. Executive agrees that he has a special obligation all Inventions shall be deemed works made-for-hire for the Company within the meaning of S57 the copyright laws of the Patents OrdinanceUnited States or any similar or analogous law or statute of any other jurisdiction, Cap 514 and 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. Should any arbitrator or court of competent jurisdiction ever hold that the Inventions do not constitute works made-for-hire, Executive hereby irrevocably assigns to further the Company, and agrees that the Company shall be the sole and exclusive owner of, all right, title and interest in and to all copyrights and copyright rights in the Inventions. Executive reserves no rights with respect to any Inventions. Executive agrees that in furtherance of the Company's undertakings. Accordinglyforegoing, any Invention made or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed he shall deliver to the Company and all rights in such Inventions shall be and become the absolute property tangible embodiments of the Company Inventions in his possession, custody or control and shall not be disclosed to any other person or entity without the consent of the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose execute and deliver to the Company all information such documents, including, without limitation, patent and data copyright applications and assignments, as the Company reasonably shall deem necessary to further document the Company’s ownership rights in the Employee's possessionInventions or tangible embodiments thereof and to provide the Company the full and complete benefit thereof. Without limiting the foregoing, necessary Executive further agrees to enable cooperate with and assist the Company with all lawful efforts of the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that mayprotect, in the opinion of register, obtain, establish, acquire, prosecute, maintain, perfect, enforce and/or defend the Company’s rights in or to the Inventions, be necessary to enable the Company or its nominees to obtain patentincluding, designwithout limitation, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, executing and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving delivering to the Company (any and all instruments or its nominees) the full benefit of the provisions of this CLAUSE 9, in favour of any third party. A certificate in writing signed documents and/or providing testimony requested by the Employee or the Company for any such purpose. Executive acknowledges and agrees that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such Executive is the case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation not entitled to any such Invention or in additional compensation for any way to use, exploit or seek to benefit from such Inventionsof his obligations under this Section 5. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges (a) Consultant hereby covenants and agrees that the nature of his duties, and the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest of the Company's undertakings. Accordingly, any Invention made or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed to the Company and all rights in such Inventions shall be and become the absolute property of the Company and shall not be disclosed to any other person or entity without the consent of the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) it will promptly disclose and deliver to the Company all information ideas, inventions, discoveries and data in improvements (including, but not limited to, those which are or may be patentable or subject to copyright protection) which it makes, originates, conceives or reduces to practice during the Employee's possession, necessary Term and which relate directly or indirectly to enable the business of the Company or to have a full understanding of work or investigations done for the InventionCompany (collectively, “Inventions”). The Employee agrees to execute all documents All Inventions shall be the sole and to do all things that may, in the opinion exclusive property of the Company, be necessary and Consultant hereby assigns to enable the Company or all rights therein, except as may otherwise be specifically agreed by the Company in writing. (b) In order that the Company may protect its nominees rights in the Inventions, Consultant hereby covenants and agrees that it will make adequate written records of all Inventions, which records shall be the Company’s property; and, both during and after the Term it will, without charge to obtain patentthe Company but at its request and expense, designsign all papers, or other intellectual property protection including forms of the Invention in Hong Kong or assignment, and render any other part proper assistance necessary or desirable to transfer or record the transfer to the Company of the world. The Employee also agrees to vest such patentits entire right, design or other intellectual property protection, when obtained, and all right and title to and interest in and to the same in the Company or its nominees absolutely Inventions, and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints for the Company to be obtain, maintain and enforce patents, copyrights, trade secrets or other protections thereon or with respect thereto (as the Employee's attorney case may be) throughout the world. (c) The obligations contained in his name this Section 6 shall continue beyond the Term with respect to Inventions (whether patentable or copyrightable or not) conceived or made by Consultant during the Term. (d) By this Agreement, Consultant irrevocably constitutes and on his behalf to execute appoints the Company, for the period of the Term and do any such actsfor one (1) year thereafter, matters, documents or things as mentioned above and generally to use his name its attorney-in-fact for the purpose of giving executing, in its name and on its behalf, such instruments or other documents as may be necessary to transfer, confirm and perfect in the Company the rights Consultant has granted to the Company (or its nominees) the full benefit of the provisions of in this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the caseSection 6. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that (a) Inventorship of any Inventions that, in the nature case of his dutiespatentable Inventions, were conceived and reduced to practice, and in the particular responsibilities arising therefromcase of non-patentable Inventions, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest of the Company's undertakings. Accordingly, any Invention were made or discovered by the Employee or jointly with othersdeveloped, wholly or substantially in the course of performing activities under this Agreement, together with all any Patents claiming such Inventions, will be determined in accordance with the Employee's normal duties rules of inventorship under United States patent laws with respect to patentable Inventions, and in accordance with applicable United States federal or state law with respect to non-patentable Inventions, and ownership of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed to the Company and all rights in such Inventions shall be as set forth in further detail in Sections 8.1(b) through (d). (b) Shore will own all right, title and become interest in and to all Inventions, other than LCP Core Technology Improvements, that are conceived, reduced to practice, made or developed solely by or on behalf of Shore or CHRP from the absolute property Effective Date until the expiration or termination of the Company Term (whether or not patentable), and all intellectual property rights appurtenant thereto, subject only to the license rights granted by Shore to Santarus under this Agreement. (c) Santarus will own all right title and interest in and to all Inventions, other than LCP Core Technology Improvements, that are conceived, reduced to practice, made or developed solely by or on behalf of Santarus or its sublicensees from the Effective Date until the expiration or termination of the Term (whether or not patentable), and all intellectual property rights appurtenant thereto. (d) All right, title and interest in and to Inventions, other than LCP Core Technology Improvements, that are conceived, reduced to practice, made or developed jointly by employees or contractors of more than one Party from the Effective Date until the expiration or termination of the Term (whether or not patentable) (“Joint Inventions”), and all intellectual property rights appurtenant thereto, will be owned jointly by such Parties. Each such Party shall not have the right to use and license such Joint Inventions freely and without any consent of or ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. payment obligations towards the other Party(ies), subject to the terms and conditions of this Agreement, including Section 5.5. Except to the extent each such Party is restricted by the foregoing or by the licenses granted to the other Parties and covenants contained herein, each Party will be disclosed entitled to any other person practice and license Joint Inventions without restriction or entity without the consent of the Company being previously obtained, which, if given, may be subject other Parties. Each Party shall give written notice to conditionsthe other Parties of any license to or rights granted under the Joint Inventions to a Third Party. The applicable Parties will confer and cooperate in good faith with respect to the Prosecution of Joint Patents. Each Party hereby agrees to take all actions and execute and deliver all documents reasonably necessary to Prosecute such Joint Patents. 9.2 (e) The Employee shall whenever requested Parties acknowledge that LifeCycle will own all right, title and interest in and to do so all LCP Core Technology and LCP Core Technology Improvements that are conceived, reduced to practice, made or developed solely by or on behalf of any Party and/or its Affiliate or sublicensees, or by the Parties jointly, from the Effective Date until the expiration or termination of the Term (whether during or after not patentable), and all intellectual property rights appurtenant thereto, subject only to the termination sublicense rights under the LifeCycle Technology granted by Shore to Santarus under this Agreement. Santarus agrees to assign and hereby assigns to LifeCycle all its right, title and interest in and to any LCP Core Technology Improvements that are conceived, reduced to practice, made or developed solely by or on behalf of Santarus and/or its Affiliate or sublicensees, or by the Parties jointly, and all intellectual property rights appurtenant thereto. For purposes of this Agreement) promptly disclose , all LCP Core Technology and deliver to the Company all information and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that may, in the opinion of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to LCP Core Technology Improvements shall be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose Confidential Information of giving to the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the caseShore. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 (a) The Employee acknowledges Management Company agrees that all Inventions will be the nature of his duties, sole and the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest exclusive property of the Company's undertakings. AccordinglyThe Management Company hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest throughout the world in and to any Invention made and all pharmaceutical products, inventions, improvements, techniques, know-how, algorithms, processes, designs, technology, information, software, illustrations, artwork, documentation, photographs, trademarks, materials, original works of authorship, biological or discovered chemical specimens or samples, databases and trade secrets that the Management Company may solely or jointly make, conceive or develop or reduce to practice during the Term, that result from or arise out of the Services or that are aided by the Employee use of time, materials, facilities, trade secrets, or jointly proprietary information of the Company, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, the “Inventions”). Without limiting the generality of the foregoing, the Company will be the sole owner of any regulatory dossiers and regulatory filings for the Company’s Products that are prepared and/or filed by the Management Company pursuant to this Agreement. (b) The Management Company hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest throughout the world to any and all intellectual property rights in or associated with otherssuch Inventions, wholly including without limitation all patents, copyrights, trademark rights, trade dress rights and trade secret rights, and applications for any of the foregoing (collectively “Intellectual Property Rights”). The Management Company will promptly make full written disclosure to the Company of all Inventions and will hold all Inventions in trust for the sole right and benefit of the Company. All copyrightable works made by the Management Company during the Term are and will be treated as “works made for hire” to the greatest extent permitted by applicable law. At the Company’s request and expense, during and after the Term, the Management Company will assist and cooperate with the Company in all respects and will cause all Management Company personnel to assist and cooperate with the Company in all respects, and will execute documents and will cause all Management Company personnel to execute documents, and will take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Inventions. The Management Company hereby appoints the officers of the Company as the Management Company’s attorney-in-fact to execute documents on behalf of the Management Company for this limited purpose. (c) The assignments by the Management Company to the Company of Inventions hereunder includes (i) all rights of attribution, paternity, integrity, disclosure and withdrawal, (ii) any rights that the Management Company may have under the Visual Artists Rights Act of 1990 or substantially similar federal, state, foreign or international laws or treaties, and (iii) all other rights throughout the world sometimes referred to as “moral rights” (collectively “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, the Management Company hereby waives such Moral Rights to the extent permitted under applicable law and consents to any and all actions of the Company that would otherwise violate such Moral Rights. (d) To the extent that the Management Company owns or controls (presently or in the course future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by the Company of the Employee's normal duties or of duties specifically rights assigned to the EmployeeCompany under this Section 7 (collectively, “Related Rights”), the Management Company hereby grants or in the course of duties falling outside his normal duties, but specifically assigned will cause to the Employee, must immediately be disclosed granted to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and all rights in transmit any products, software, hardware, methods or materials of any kind that are covered by such Inventions shall be and become the absolute property of the Company and shall not be disclosed to any other person or entity without the consent of the Company being previously obtainedRelated Rights, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possession, extent necessary to enable the Company to have a full understanding exercise all of the Invention. The Employee agrees to execute all documents and to do all things that may, in the opinion of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving rights assigned to the Company (or its nominees) the full benefit of the provisions of under this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the caseSection 7. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The (a) To the extent permitted by law, all rights worldwide with respect to any and all intellectual or other property of any nature produced, created or suggested by the Employee acknowledges that during the nature term of his duties, employment or resulting from the Employee’s services shall be deemed to be a Work Product made for hire and shall be the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest sole and exclusive property of the Company's undertakings. AccordinglyThe Employee agrees to execute, acknowledges and delivers to Company at Company’ request, such further documents as Company finds appropriate to evidence Company’s rights in such property. (b) Any confidential and/or proprietary information of Company or any Invention made or discovered affiliate thereof shall not be used by the Employee or jointly with others, wholly disclosed or substantially made available by the Employee to any person except (i) as required in the course of the Employee's normal duties employment, or of duties specifically assigned (ii) as required by law or by any administrative equivalent to the Employeejudicial subpoena or legal power of compulsion, to respond to any demand for any such confidential and/or proprietary information from any court, governmental entity or governmental agency, provided that if the Employee is so required to respond, the Employee agrees to provide Company with prompt notice thereof so that Company may seek a protective order or other appropriate remedy. (c) Upon the expiration or earlier termination of the term of the employment, the Employee shall return to Company all such information that exists in the course of duties falling outside his normal duties, but specifically assigned to written or other physical form (and all copies thereof) under the Employee’s control. (d) Without limiting the generality of the foregoing, must immediately be disclosed the Employee acknowledges signing and delivering to Company “The Code of Ethics for Senior Executives and Financial Officers” and the Company Employee agrees that all terms and conditions contained therein, and all rights in such Inventions of obligations and commitments provided for therein, shall be deemed, and become hereby are, incorporated into this Agreement as if set forth in full herein. The provisions of this paragraph shall survive the absolute property of the Company and shall not be disclosed to any other person expiration or entity without the consent of the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the earlier termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that may, in the opinion of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving to the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that (a) All Inventions shall be promptly disclosed to the nature other Party hereto in confidence and in writing. (b) Xxxxxx shall have exclusive ownership of his dutiesand title to any and all Inventions solely related to the Xxxxxx Technology, the Diagnostic Test, and the particular responsibilities Xxxxxx Diagnostics and to all intellectual property rights solely related thereto or arising therefromtherefrom (“Xxxxxx Inventions”), that are discovered or reduced to practice solely by employees or agents of either Party, or jointly by employees or agents of either Party, during the term of this Agreement. Xxxxxx shall have the sole right, but not the obligation, to file for, prosecute, maintain, enforce and defend any and all Patent Rights claiming the Xxxxxx Inventions, and shall have the right, in its sole discretion, whether or not, or where, to file a patent application, to abandon the prosecution of any patent or patent application, to discontinue the maintenance of, or enforce any such that he has a special obligation patent or patent application within the meaning Xxxxxx Patent Rights. (c) Epizyme shall have exclusive ownership of S57 and title to the Data and all Inventions solely related to the Epizyme Technology, the Compound and any Epizyme Product, and to all intellectual property rights related thereto or arising therefrom (“Epizyme Inventions”), that are discovered or reduced to practice solely by employees or agents of either Party, or jointly by employees or agents of either Party, during the term of this Agreement. Epizyme shall, at its own cost, have the sole right, but not the obligation, to file for, prosecute, maintain, enforce and defend any and all patents claiming the Epizyme Inventions, and shall have the right, in its sole discretion, whether or not, or where, to file a patent application, to abandon the prosecution of any patent or patent application, to discontinue the maintenance of, or to enforce any such patent or patent application. (d) As for all Inventions not covered by Section 7.8(b) or Section 7.8(c), the ownership and title thereto (including the ownership and title to all intellectual property rights related thereto or arising there from) shall be based on inventorship, as determined pursuant to the inventorship principles arising under the patent laws of the Patents OrdinanceUnited States of America, Cap 514 to further the interest of the Company's undertakings. Accordingly, and any Invention made or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed to the Company and all rights in such Inventions having an employee and/or collaborator of each Party as co-inventors shall be “Joint Inventions.” [**]: (i) [**]. (ii) [**]. Epizyme [**] Epizyme [**] Epizyme [**]Epizyme [**] and become the absolute property of the Company [**] Epizyme; and [**] Epizyme [**]. Epizyme shall [**] Xxxxxx [**], and shall not [**] Xxxxxx [**]; provided such [**]. (e) Neither Party shall be disclosed entitled to use or exploit any other person or entity Joint Invention without the prior written consent of the Company being previously obtainedother Party except that: (i) each Party shall be entitled to use in the Territory, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver without consideration to the Company all information other Party, any Joint Inventions in its internal research programs, including research performed under confidentiality agreements with Third Party collaborators, without the right to sublicense or commercialize such Joint Invention without the other Party’s prior written consent, and data with the other Party receiving a non-exclusive, royalty-free license to use any subsequent inventions directly resulting from the use of such Joint Invention in its internal research programs; (ii) each Party shall be entitled to use in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that may, in the opinion of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or Territory any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name Joint Inventions for the purpose of giving performing its obligations under this Agreement, without consideration to the Company other Party; (or iii) Epizyme and its nomineesAffiliates shall be entitled to use in the Territory any Joint Inventions without the prior written consent of Xxxxxx, without consideration to Xxxxxx, and without accounting to Xxxxxx, to make, have made, use, have used, sell, have sold, offer for sale, and import the Compound and any Epizyme Product and to exercise the rights and licenses set forth in Section 7.8(d), including the right to sublicense Third Parties under such rights and licenses as set forth in Section 7.8(d); and (iv) Xxxxxx and its Affiliates shall be entitled to use in the full benefit Territory any Joint Inventions without the prior written consent of Epizyme, without consideration to Epizyme, and without accounting to Epizyme, to make, have made, use, have used, sell, have sold, offer for sale, and import diagnostic tests. (f) If the Parties create a Joint Invention, the Parties shall promptly meet to discuss and decide whether to seek patent protection therefore (“Joint Patent Right”). If the Parties decide to seek patent protection on a Joint Invention, Epizyme has the first right, at its own expense, to prepare, file, prosecute and maintain any Joint Patent Right throughout the world on behalf of both Parties. Epizyme shall give Xxxxxx an opportunity to review and comment on any patent application with respect to such Joint Patent Right before filing, shall consult with Xxxxxx with respect thereto, and shall supply Xxxxxx with a copy of the provisions patent application as filed, together with notice of this CLAUSE 9its filing date and serial number. Epizyme shall keep Xxxxxx advised of the status of the actual and prospective patent filings. Preparation, filing, prosecution and maintenance of such Joint Patent Rights will be handled by patent counsel acceptable to both Parties. If Epizyme elects not to file a patent application on a Joint Invention or to cease the prosecution and/or maintenance of any Joint Patent Right in any country of the Territory, Epizyme shall provide Xxxxxx with written notice upon the decision to not file or continue the prosecution of such application or maintenance of such Joint Patent Right, in favour any event not later than [**] days before any relevant deadline relating to or any public disclosure or loss of the relevant Joint Patent Rights. In such event, Epizyme shall permit Xxxxxx to file and/or continue prosecution and/or maintenance of such Joint Patent Rights in the names of both Parties but at Xxxxxx’x own expense. Epizyme agrees to provide documents and perform such acts, at Epizyme’s expense, as may be reasonably necessary to permit Xxxxxx to file, prosecute and/or maintain such Joint Patent Rights. (g) If either Epizyme or Xxxxxx becomes aware of any third party. A certificate infringement, anywhere in the world, of any issued patent within the Joint Patent Rights, it will promptly notify the other Party in writing signed to that effect. (h) Epizyme shall have the first right, but not the obligation, to take action to obtain a discontinuance of infringement or bring suit against a Third Party infringer of any Joint Patent Rights within [**] days from the date of notice and to join Xxxxxx as a party plaintiff. Epizyme shall bear all the expenses of any suit brought by it claiming infringement of any Joint Patent Right. Xxxxxx will reasonably cooperate with Epizyme, at Xxxxxx’x expense, in any such suit and shall have the Employee right to consult with Epizyme and to participate in and be represented by independent counsel in such litigation at its own expense. If, after the expiration of such [**]-day period (or, if earlier, the date upon which Epizyme provides written notice that it does not plan to bring suit), Epizyme has not obtained a discontinuance of infringement of the Joint Patent Right or filed suit against any such Third Party infringer of the Company Joint Patent Right, then Xxxxxx shall have the right, but not the obligation, to bring suit against such Third Party infringer of the Joint Patent Right, provided that Xxxxxx shall bear all the expenses of such suit, and further provided that such infringement is not the result of a notice to Epizyme from such Third Party infringer under 21 U.S.C. §355(b)(2)(A)(iv) or 355(j)(2)(A)(vii)(IV) (“Paragraph IV Notice”) with respect to any instrument Joint Patent Right and any Epizyme product for which Epizyme holds an approved New Drug Application. Epizyme will reasonably cooperate with Xxxxxx, at Epizyme’s expense, in any such suit for infringement of a Joint Patent Right brought by Xxxxxx against a Third Party, and shall have the right to consult with Xxxxxx and to participate in and be represented by independent counsel in such litigation at its own expense. Any recoveries obtained by Epizyme or act falls within the authority conferred upon the Company by this CLAUSE 9.3 Xxxxxx, as applicable, as a result of any proceeding against such a Third Party infringer shall be conclusive evidence allocated as follows: (A) such recovery shall first be used to reimburse each Party for all reasonable attorney fees and other litigation costs actually incurred in connection with such litigation by that Party, and (B) any remainder shall be allocated [**] percent ([**]%) to the enforcing Party and [**] percent ([**]%) to the non-enforcing Party; provided, however, that Epizyme shall be entitled to retain all such recoveries if the proceeding against a Third Party infringer is a result of the caseThird Party’s filing of a Paragraph IV Notice with respect to a Epizyme product for which Epizyme holds an approved New Drug Application. 9.4 (i) Xxxxxx and Epizyme agree to cooperate with respect to filing for and prosecuting any application for patent term extension of any Joint Patent Right to the extent such patent term extension is not based on the approval of any New Drug Application or any other regulatory approval for an Epizyme Product (“Term Extension”). Epizyme shall have the first right, but not the obligation, to file and prosecute a Term Extension, at its sole cost and expense. Where Epizyme decides not to file for a Term Extension, it shall provide Xxxxxx written notice thereof at least [**] days before the deadline for filing a Term Extension for the particular Joint Patent Right. After such notice, Xxxxxx shall have the right, but not the obligation, to file and prosecute a Term Extension, at its sole cost and expense. The Company party prosecuting a Term Extension will keep the other party apprised of the prosecution. For the avoidance of doubt, Epizyme shall be under have no obligation to apply for seek or permit Xxxxxx to seek to obtain patent, design or other intellectual property protection in relation any patent term extension relating to any such Invention or in any way to use, exploit or seek to benefit from such Inventionsregulatory approval of an Epizyme Product. 9.5 The provisions of this CLAUSE 9 (j) Xxxxxx agrees that Epizyme shall not be read have the right to list any Joint Patent Right in an Orange Book filing for the Compound and any Epizyme Product, in its sole discretion, where Epizyme reasonably determines the particular Joint Patent Right is eligible for listing in the Orange Book as applicable to the Compound or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time)any Epizyme Product. 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that During the nature continuance of his dutiesthe Appointment:- (a) If the Executive shall either solely or jointly with another invent, make or discover any invention, she shall forthwith communicate written particulars thereof to the Secretary of the Company. (b) An Invention and all rights therein shall belong to the particular responsibilities arising therefrom, are such that he has Executive if it is a special obligation within the meaning of S57 patentable invention as defined by Section 1 of the Patents OrdinanceXxx 0000 (“the Act”) and it belongs to the Executive by virtue of Section 39 (2) of the Act. All other inventions and all rights therein shall belong to the Company. References in this Clause to inventions belonging to the Executive or to the Company shall be construed accordingly. (c) The Executive shall not, Cap 514 to further without the interest prior consent in writing of the Company's undertakings, divulge or communicate any invention to any third party nor use the same for her own personal benefit or otherwise save as provided for in paragraph (d) below. (d) On receiving communication of any invention which belongs to the Executive the Company shall be entitled to negotiate with the Executive with a view to acquiring all or any rights, title and benefit in such invention. AccordinglyThe Executive shall not, without the consent in writing of the Company, disclose the same to any third party except to a Chartered Patent Agent for the purpose of seeking protection for such invention nor use the same for her own personal benefit or otherwise until the Company has, in writing, declined to negotiate or acquire the Invention or the expiry of six months from the date of communication, whichever is the sooner PROVIDED THAT if negotiations are entered into no disclosure of such Invention to any third party shall be made until the conclusion thereof except to the extent that such disclosures is authorised in writing by the Company. (e) With regard to any Invention made or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed which belongs to the Company and all rights in such Inventions shall be and become and/or any Invention which is acquired from the absolute property of Executive by the Company, the Company and shall not be disclosed have the right at any time to any other person or entity without require the consent of Executive at the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees Company’s expense to execute all such documents and to do all such acts and things that may, as may in the opinion of the Company, Company be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees convenient. i) to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same Invention in the Company or its nominees absolutely assigns; ii) to enable any application or appeal in respect thereof to be made, prosecuted, amended or abandoned in any countries of the world in the Executive’s name or that of the Company or its assigns, or the Executive whether alone or jointly with the Company or some other person or body; iii) to secure the grants of any Registrable Rights to the Company or its assigns; iv) to assign to the Company, or as it shall direct, all the Executive’s rights of whatever nature (including without limitation her rights in any letters patent or registered design or copyright (or any application therefore) in or in respect of such Invention or the Executive’s rights, title and as sole beneficial ownerinterest in any such rights belonging to her jointly with the Company or one other person or persons. 9.3 (f) The Employee Executive hereby irrevocably appoints the Company to be the Employee's her attorney or agent in his her name and on his her behalf to execute sign and do any all such acts, matters, documents instruments or things as mentioned above and generally to use his her name for the purpose of giving to the Company (or its nomineesnominee) the full benefit of the provisions of this CLAUSE 9, in favour of clause and with respect to any third party. A party a certificate in writing signed by any Director or the Employee or Secretary of the Company that any instrument or act falls within the authority hereby conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that 2.1 Subject to the nature of his duties, and the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 provisions of the Patents OrdinanceXxx 0000, Cap 514 if the Executive shall alone or jointly make or conceive an invention, discovery, design, improvement or trade xxxx (together called “the invention”) relating to further or suitable for or capable of being used in the interest business of the Company's undertakings. Accordingly, any Invention made or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside Company during his normal duties, but specifically assigned to the Employee, must immediately be disclosed employment he shall promptly disclose to the Company and all rights in such Inventions shall be and become the absolute property full details of the Company and shall not be disclosed to any other person or entity without the consent of the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possession, necessary invention to enable the Company to have a full understanding assess the invention and to determine whether under the applicable law the invention is the property of the Invention. The Employee agrees Company. 2.2 If the invention is the property of the Company then either (i) the Company shall hold it on trust for the Parent and shall assign the same to execute all documents the Parent, on request, or (ii) where vested in the Executive the Executive shall hold it on trust for the Company and the Company shall hold it on trust for the Parent and the Executive shall at the request and expense of the Company assign the same to the Parent and do all things that may, in necessary to enable the opinion Parent to obtain the world-wide benefit of the invention and to secure patent or other appropriate forms of protection for the invention. 2.3 If the invention is not the property of the Company, the Parent shall, subject to the provisions of the Patents Xxx 0000, have the right to acquire the Executive’s rights therein within three months after disclosure pursuant to sub-clause 2.1 on fair and reasonable terms to be agreed or settled by a single arbitrator who shall be agreed between the parties, or in default of agreement within 7 days and shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of either party and the Executive shall hold the invention in trust for the Parent on such terms. 2.4 The Executive shall not except as provided in this clause or as may be necessary to enable in the course of his employment disclose or make use of any invention which is the property of or is held on trust for the Company or its nominees to obtain patent, design, the Parent or other intellectual property protection of (unless and until the Invention in Hong Kong or Parent’s right under sub-clause 2.3 shall have expired) any other part of the world. The Employee also agrees invention subject to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial ownerthis clause. 9.3 2.5 The Employee Executive hereby irrevocably appoints the Company to be and the Employee's Parent as his attorney with full power in his name and on his behalf to execute or sign any document and do any such acts, matters, documents other thing which the Company or things as mentioned above and generally to use his name the Parent may consider desirable for the purpose of giving effect to the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9, clause 2 and agrees to ratify and confirm whatever the Company and the Parent may lawfully do as his attorney. 2.6 The Executive undertakes that neither he nor his successors in favour title will at any time object to the exploitation of any third party. A certificate in writing signed invention (with or without modification) by the Employee Company or the Company that Parent in any instrument part of the world or act falls within the authority conferred upon any omission by the Company by this CLAUSE 9.3 shall be conclusive evidence that such is or the case. 9.4 The Company shall be under no obligation Parent to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or indicate in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 part of the Patents Ordinance, Cap 514 (as world the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 author of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been grantedinvention.

Inventions. 9.1 The Employee acknowledges that During the nature continuance of his dutiesthe Appointment:- (a) If the Executive shall either solely or jointly with another invent, make or discover any invention, he shall forthwith communicate written particulars thereof to the Secretary of the Company. (b) An Invention and all rights therein shall belong to the particular responsibilities arising therefrom, are such that he has Executive if it is a special obligation within the meaning of S57 patentable invention as defined by Section 1 of the Patents OrdinanceXxx 0000 (“the Act”) and it belongs to the Executive by virtue of Section 39 (2) of the Act. All other inventions and all rights therein shall belong to the Company. References in this Clause to inventions belonging to the Executive or to the Company shall be construed accordingly. (c) The Executive shall not, Cap 514 to further without the interest prior consent in writing of the Company's undertakings, divulge or communicate any invention to any third party nor use the same for his own personal benefit or otherwise save as provided for in paragraph (d) below. (d) On receiving communication of any invention which belongs to the Executive the Company shall be entitled to negotiate with the Executive with a view to acquiring all or any rights, title and benefit in such invention. AccordinglyThe executive shall not, without the consent in writing of the Company, disclose the same to any third party except to a Chartered Patent Agent for the purpose of seeking protection for such invention nor use the same for his own personal benefit or otherwise until the Company has, in writing, declined to negotiate or acquire the Invention or the expiry of six months from the date of communication, whichever is the sooner PROVIDED THAT if negotiations are entered into no disclosure of such Invention to any third party shall be made until the conclusion thereof except to the extent that such disclosures is authorised in writing by the Company. (e) With regard to any Invention made or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed which belongs to the Company and all rights in such Inventions shall be and become / or any Invention which is acquired from the absolute property of Executive by the Company, the Company and shall not be disclosed have the right at any time to any other person or entity without require the consent of Executive at the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees Company’s expense to execute all such documents and to do all such acts and things that may, as may in the opinion of the Company, Company be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees convenient. i) to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same Invention in the Company or its nominees absolutely assigns; ii) to enable any application or appeal in respect thereof to be made, prosecuted, amended or abandoned in any countries of the world in the Executive’s name or that of the Company or its assigns, or the Executive whether alone or jointly with the Company or some other person or body; iii) to secure the grants of any Registrable Rights to the Company or its assigns; iv) to assign to the Company, or as it shall direct, all the Executive’s rights of whatever nature (including without limitation his rights in any letters patent or registered design or copyright (or any application therefore) in or in respect of such Invention or the Executive’s rights, title and as sole beneficial ownerinterest in any such rights belonging to him jointly with the Company or one other person or persons. 9.3 The Employee (f) THE Executive hereby irrevocably appoints the Company to be the Employee's his attorney or agent in his name and on his behalf to execute sign and do any all such acts, matters, documents instruments or things as mentioned above and generally to use his name for the purpose of giving to the Company (or its nomineesnominee) the full benefit of the provisions of this CLAUSE 9, in favour of clause and with respect to any third party. A party a certificate in writing signed by any Director of the Employee or Secretary of the Company that any instrument or act falls within the authority hereby conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 (a) The Employee acknowledges Management Company agrees that all Inventions will be the sole and exclusive property of Company. The Management Company hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest throughout the world in and to any and all pharmaceutical products, inventions, improvements, techniques, know-how, algorithms, processes, designs, technology, information, software, illustrations, artwork, documentation, photographs, trademarks, materials, original works of authorship, biological or chemical specimens or samples, databases and trade secrets that the nature of his dutiesManagement Company may solely or jointly make, and conceive or develop or reduce to practice during the particular responsibilities arising therefromTerm, are such that he has a special obligation within the meaning of S57 result from or arise out of the Patents OrdinanceServices or that are aided by the use of time, Cap 514 to further the interest materials, facilities, trade secrets, or proprietary information of the Company's undertakings, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, the “Inventions”). AccordinglyWithout limiting the generality of the foregoing, the Company will be the sole owner of any Invention made regulatory dossiers and regulatory filings for the Product or discovered other products of the Company that are prepared and/or filed by the Employee Management Company pursuant to the Agreement. (b) The Management Company hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest throughout the world to any and all intellectual property rights in or jointly associated with otherssuch Inventions, wholly including without limitation all patents, copyrights, trademark rights, trade dress rights and trade secret rights, and applications for any of the foregoing (collectively “Intellectual Property Rights”). The Management Company will promptly make full written disclosure to the Company of all Inventions and will hold all Inventions in trust for the sole right and benefit of the Company. All copyrightable works made by the Management Company during the Term are and will be treated as “works made for hire” to the greatest extent permitted by applicable law. At the Company’s request and expense, during and after the term of this Agreement, the Management Company will assist and cooperate with the Company in all respects and will cause all Management Company personnel to assist and cooperate with the Company in all respects, and will execute documents and will cause all Management Company personnel to execute documents, and will take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Inventions. The Management Company hereby appoints the officers of the Company as the Management Company’s attorney-in-fact to execute documents on behalf of the Management Company for this limited purpose. (c) The assignments by the Management Company to the Company of Inventions hereunder includes (i) all rights of attribution, paternity, integrity, disclosure and withdrawal, (ii) any rights that the Management Company may have under the Visual Artists Rights Act of 1990 or substantially similar federal, state, foreign or international laws or treaties, and (iii) all other rights throughout the world sometimes referred to as “moral rights” (collectively “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, the Management Company hereby waives such Moral Rights to the extent permitted under applicable law and consents to any and all actions of the Company that would otherwise violate such Moral Rights. (d) To the extent that the Management Company owns or controls (presently or in the course future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by the Company of the Employee's normal duties or of duties specifically rights assigned to the EmployeeCompany under this Section 7 (collectively, “Related Rights”), the Management Company hereby grants or in the course of duties falling outside his normal duties, but specifically assigned will cause to the Employee, must immediately be disclosed granted to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and all rights in transmit any products, software, hardware, methods or materials of any kind that are covered by such Inventions shall be and become the absolute property of the Company and shall not be disclosed to any other person or entity without the consent of the Company being previously obtainedRelated Rights, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possession, extent necessary to enable the Company to have a full understanding exercise all of the Invention. The Employee agrees to execute all documents and to do all things that may, in the opinion of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving rights assigned to the Company (or its nominees) the full benefit of the provisions of under this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the caseSection 7. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that 3.1 I shall promptly disclose to the nature Company all inventions, original works of his dutiesauthorship, and the particular responsibilities arising therefromdevelopments, are such that he has a special obligation within the meaning of S57 know-how, trade secrets, designs, Service Inventions (as defined in Section 132 of the Patents OrdinancePatent Law), Cap 514 to further the interest of the Company's undertakings. Accordinglyimprovements, discoveries and any Invention made other intellectual property rights which I have, or discovered by the Employee may solely or jointly with othersconceive, wholly develop or substantially in reduce to practice or cause to be conceived, developed or reduced to practice during the course of my engagement with the Employee's normal duties Company or of duties specifically assigned prior to such engagement (whether or not documented by a formal agreement), including during the Previous Period, which are related to the EmployeeCompany’s Business, or in the course of duties falling outside his normal dutieswhich use Confidential Information or other Group property (“Inventions”). 3.2 I further confirm that all Inventions, but specifically assigned to the Employee, must immediately be disclosed to the Company and any and all rights in such Inventions rights, interests and title therein, shall be and become the absolute exclusive property of the Company and I shall not be disclosed entitled to, and I hereby waive now and in the future, any claim to any other person right, moral rights, compensation or entity without reward, including any right to royalties in Service Inventions in accordance with the consent of the Company being previously obtainedPatent Law, which, if given, that I may be subject to conditionshave in connection therewith. 9.2 The Employee 3.3 Without derogating from the Group’s rights under this Undertaking or any law, I agree to assign and hereby automatically assign and shall whenever requested in the future take all the requisite steps (including by way of illustration only, signing all appropriate documents) to do so (whether during or after the termination of this Agreement) promptly disclose and deliver assign to the Company and/or its designee any and all information rights, titles and data interests in respect of any Inventions, to the extent that I may have such rights, on a worldwide basis, and I acknowledge now and in the Employeefuture the Company's possession, necessary to enable full and exclusive ownership in all such Inventions. I hereby irrevocably appoint and empower the Company to have a full understanding exercise any right or perform any act on behalf of me at any time relating to such Inventions, including without limitation, to register the InventionCompany as the lawful owner of any Inventions. The Employee agrees to I shall, at any time hereafter, execute all documents and to do take all things that may, in the opinion of the Company, be steps necessary to enable effectuate the assignment to the Company and/or its designee or its nominees to assist them to obtain patentthe exclusive and absolute right, designtitle and interest in and to all Inventions, including by the registration of patents or other intellectual property trademarks, protection of the Invention in Hong Kong trade secrets, copyright, or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property applicable legal protection, when obtained, and all right and title to and interest in protect the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving to the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9, in favour of against infringement by any third party. A certificate , including by assisting in writing signed any legal action requested by the Employee or Group with respect to the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the caseforegoing. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that agrees to promptly assign to the nature of his dutiesCompany any design, invention and improvement in connection with the particular responsibilities arising therefrom, are such that he has a special obligation within products and services or which could be relevant to the meaning of S57 business of the Patents OrdinanceCompany and/or the VASCO Group, Cap 514 to further which the interest of the Company's undertakings. AccordinglyEmployee, any Invention made by himself or discovered by the Employee or jointly with others, wholly is working towards, makes or substantially in discovers, whether or not during the course of his employment (the Employee's normal duties or of duties specifically assigned “Inventions”). All rights relating to the EmployeeInventions, including, inter alia, any copyrights or patents as well as any rights in the course of duties falling outside his normal duties, but specifically assigned computer programs shall vest or be automatically transferred to the Employee, must immediately be disclosed to the Company and all rights in such Inventions shall be and become the absolute property of the Company and shall not be disclosed to any other person or entity without the consent of the Company being previously obtained, which, if given, may be subject to conditions. 9.2 Company. The Employee shall whenever requested to do so (whether during will supply all documents and information in his possession or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possessioncontrol, necessary to enable the Company to have a full understanding exploit the same to the Company’s best advantage. To the extent Inventions may not automatically be transferred by the applicable law, the Company has the right to acquire the Inventions. The remuneration to be paid under this Agreement entirely compensates the Employee for the transfer of the Inventionany rights under this clause 16. The Employee agrees to execute all documents shall at the request and to do all things that may, in the opinion cost of the Company, be necessary to enable notwithstanding termination of the Agreement, sign and execute all such documents and do all such acts as the Company or its nominees may reasonably require (i) to apply and obtain in the sole name of the Company, unless directed otherwise by the Company, patent, registered design, or other intellectual property protection of the Invention any nature whatsoever in Hong Kong or any other part respect of the world. The Employee also agrees Inventions in any country throughout the world and, when so obtained or vested, to vest renew and maintain the same, (ii) to resist any objection or opposition to obtaining and any petitions or applications for revocations of, any such patent, registered design or other intellectual property protection, when obtained(iii) to bring any proceedings for infringement of any such patent, registered design or other protection, and all right (iv) otherwise to give effect to the assignments, waivers and title licenses. Inventions made within one year following the termination of the Agreement shall be deemed to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving belong to the Company (or its nominees) the full benefit of the provisions of under this CLAUSE 9, in favour of any third party. A certificate in writing signed clause 16 unless proved by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that to have been first conceived and made following such is the casetermination. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that the (A) In this Clause "Invention" means any know how invention formula process of improvement trade mark trade name copyright design plan drawing specifixxxxon or device of whatever nature of his duties, and the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest of the Company's undertakings. Accordingly, any Invention made invented developed or discovered by the Employee Managing Director during the continuance of the Appointment and which relates to any process product or activity carried on made or dealt in by the Company or any other Company in the Group (B) If the Managing Director shall either solely or jointly with others, wholly another make invent develop or substantially in discover any Invention he shall forthwith communicate written particulars thereof to the course Secretary of the Employee's normal duties or of duties specifically assigned Company (C) An Invention and all rights therein shall belong to the Employee, or in Managing Director if it is an invention for which a patent may be granted under the course provisions of duties falling outside his normal duties, but specifically assigned Section 1 of the Patents Act 1977 ("the Act") and it belongs to the Employee, must immediately Managing Director xx xxxxxe of Section 39(2) of the Act. All other Inventions and all rights therein shall belong to the Company (D) The Managing Director shall not without the prior consent in writing of the company divulge or communicate any Invention to any third party nor use the same for his own personal benefit or otherwise save as provided for in sub-clause (E) and (F) (E) On receiving communication of any Invention which belongs to the Managing Director the Company shall be disclosed entitled to negotiate with the Managing Director with a view to acquiring all or any rights title and benefit in such Invention The Managing Director shall not without the consent in writing of the Company disclose the same to any third party except to a Chartered Patent Agent or other professional advisor for the purpose of seeking protection for such Invention nor use the same for his own personal benefit or otherwise until the Company has in writing declined to negotiate or acquire the Invention or until the expiry of six months from the date of such communication whichever is the sooner PROVIDED THAT if negotiations are entered into no disclosure of such Invention to any third party shall be made until the conclusion of such negotiations except to the extent that such disclosure is authorized in writing by the Company (F) With regard to the Invention 'which belongs to the Company and all rights in such Inventions shall be and become the absolute property of the Company and shall not be disclosed have the right at any time to any other person or entity without require the consent of Managing Director at the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the EmployeeCompany's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees expense to execute all such documents and to do all such acts and things that may, as may in the opinion of the Company, Company be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees convenient: (i) to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same Invention in the Company or its nominees absolutely and as sole beneficial owner.assigns 9.3 The Employee hereby irrevocably appoints (ii) to enable any application or appeal in respect thereof to be made prosecuted amended or abandoned in any countries of the world in the name of the Company or its assigns or that of the Managing Director whether alone or jointly with the Company or some other person or body (iii) to be secure' the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents grants of letters patent copyright or things as mentioned above and generally to use his name for the purpose of giving registered design to the Company (or its nomineesassigns (iv) to assign to the full benefit Company or as it shall direct all the Managing Director's rights of the provisions whatever nature (including without limitation his rights in any letters patent or registered design or copyright or any application therefore) in or in respect of this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee such Invention or the Company that Managing Director's rights title and interest in any instrument or act falls within the authority conferred upon such rights belonging to him jointly with the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case.or any other person or persons 9.4 The Company shall be under no obligation (v) to apply for resist any infringement of or to seek to obtain patent, design actions claims or other intellectual property protection demands in relation to any such Invention or in any way the Invention (G) In the event that the Company does not intend to use, use exploit or seek retain an Invention disclosed by the Managing Director in accordance with the provisions hereinbefore contained the Managing Director shall be entitled to the same for his own use and benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting upon the Managing Director being notified to exclude or limit that effect in writing by the operation of S60 Secretary of the Patents Ordinance, Cap 514 Company (which notification shall be given as the same may be amended from time to timesoon as reasonably practicable). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that the nature of his duties, and the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest of the Company's undertakings. Accordingly, If at any Invention made time during your employment you (whether alone or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed to the Company and all rights in such Inventions shall be and become the absolute property of the Company and shall not be disclosed to any other person or entity without persons) make any invention, whether relating directly or indirectly to the consent business of the Company being previously obtainedCompany, which, if given, may be subject to conditions. 9.2 The Employee you shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information full details, including drawings and data in the Employee's possessionmodels, necessary of such invention to enable the Company to have determine whether it is a full understanding “Company Invention”. If the invention is a Company Invention you shall hold it in trust for the Company, and at the request and expense of the Invention. The Employee agrees to execute all documents and to Company do all things necessary or desirable to enable the Company, or its nominee, to obtain the benefit of the Company Invention and to secure patent or other appropriate forms of protection for it throughout the world. Decisions as to the patenting and exploitation of any Company Invention shall be at the sole discretion of the Company. You shall promptly disclose to the Company all copyright works or designs originated, conceived, written, or made by you alone or with others (except only those works originated, conceived, or written, or made by you outside your normal working hours and wholly unconnected with your employment) and shall until such rights shall be fully and absolutely vested in the Company, hold them in trust for the Company. You also agree that mayby your signature to this agreement you hereby o Irrevocably assign by way of future assignment all copyright design rights and other proprietary rights, if any, for the full terms thereof throughout the world in respect of all copyright works or designs originated, conceived, written, or made by you alone or with others (except only those works originated, conceived, or written, or made by you outside your normal working hours and wholly unconnected with your employment) during the period of your employment; and o Irrevocably and unconditionally waive, in the opinion favour of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all moral rights conferred on you by law for any work in which copyright or design right and title to and interest is vested in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such actsCompany. Sxxxx 0-00, mattersXxxxx 000, documents or things as mentioned above and generally to use his name for the purpose of giving to the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9Xxxxxxxxxxxxxx Xxxxxxxxx Xxxx 0, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patentXxxxxx 00, design or other intellectual property protection in relation to any such Invention or in any way to useX00 XX00, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.Xxxxxxx wxx.xxxxxxxxxxxxxx.xxx CRN: 642708 cxxxxxx@xxxxxxxxxxxxxx.xxx

Inventions. 9.1 The Employee acknowledges that the nature of his dutiesAll rights pertaining to inventions, whether patentable or not, and the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest of the Company's undertakings. Accordingly, any Invention proposals for technical improvements made or discovered and to computer software developed by the Employee General Manager (hereinafter jointly called “Inventions”) during the term of this Service Contract shall be deemed acquired by the Company without paying extra compensation therefore. The General Manager shall inform the Company or jointly with othersa person designated by the Company of any Inventions immediately in writing and shall assist the Company in acquiring patent or other industrial property rights, wholly if the Company so desires. Any and all writings or substantially other copyrightable material produced by the General Manager in the course of the Employee's normal duties or of duties specifically assigned his services reasonably relating to the Employeeactual or potential business of the Company or one of its affiliates shall be the sole property of the Company or such affiliate, and the Company or one of its affiliates shall have the exclusive right to copyright such writings or other materials in any country. The same shall apply to any and all significant ideas, works of authorship, formulae, devices, improvements, methods, processes, or discoveries that are related to the Company or one of its affiliates (hereinafter referred to as “Improvements”) and which the General Manager conceives, makes up, develops, or works on in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed to the Company and all rights in such Inventions services under this Contract shall be and become the absolute sole property of the Company or one of its affiliates, respectively. The General Manager shall execute any additional documents required to protect the right, title and shall not be disclosed to any other person or entity without the consent interest of the Company being previously obtained, which, if given, may be subject to conditionsor one of its affiliates in the Improvement. 9.2 The Employee Subsection 9.1 above shall whenever requested apply to do so (any Inventions, Improvements or other industrial or intellectual property rights, no matter whether they are related to the business of the Company, are based on experience and Know-how of the Company, emanate from such duties of activities as are to be performed by the General Manager within the Company, or materialize during or after outside normal business hours of the Company. 9.3 The Company’s exclusive and unlimited rights to Inventions, Improvements or other industrial or intellectual property acquired hereunder shall in no way be affected by any amendments to or the termination of this Agreement) promptly disclose and deliver Service Contract. Should the General Manager by law be entitled to any compensation payment for such intellectual property rights which—as agreed above—solely pertain to the Company all information or one of its affiliates it is agreed that such payment is covered by the salary and data in that the Employee's possession, necessary to enable the Company to General Manager shall have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that may, in the opinion of the Company, be necessary to enable no further claims against the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owneraffiliates. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving to the Company (or its nominees) the full benefit of the provisions of this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that All Inventions (as defined below) shall be the nature sole and exclusive property of his dutiesthe Company. Such ownership of Inventions shall inure to the benefit of the Company from the date of the conception, and creation or fixation of the particular responsibilities arising therefromInvention in a tangible medium of expression, are such that he has as applicable. All newly-created copyright aspects of the Inventions, whether created solely or jointly, shall be considered a special obligation “work-made-for-hire” within the meaning of S57 the Copyright Act of 1976, as amended. If and to the extent the Inventions, or any part thereof, are found by a court of competent jurisdiction not to be a “work-made-for-hire” within the meaning of the Patents OrdinanceCopyright Act of 1976, Cap 514 as amended, each Member agrees that all exclusive, right, title and interest in and to further the interest those newly-created copyrightable aspects of the Company's undertakings. AccordinglyInventions, any Invention made or discovered by the Employee or jointly with othersand all copies thereof, wholly or substantially in the course of the Employee's normal duties or of duties specifically are hereby expressly assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed automatically to the Company without further consideration. Any agreement entered into by a Member and all rights a third party in such Inventions connection with the development of an Invention shall be and become require the absolute property prior consent of the Company and shall not be disclosed further include substantially the same terms as those appearing in this Section 11.8(e) to any other person or entity without the consent of ensure that the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so obtains the same rights in the Inventions generated under such third party agreement as those set forth in this Section 11.8(e). Each Member agrees to: (whether during or after the termination of this Agreementa) promptly disclose and deliver to assist the Company in obtaining and enforcing all information rights and data in other legal protections for the Employee's possession, Inventions; (b) perform all acts deemed necessary to enable or desirable by the Company to have a full understanding permit and assist it, at the Company’s expense, in registering, recording, obtaining, maintaining, defending, enforcing and assigning Inventions or works made for hire in the International Market; and (c) execute any and all documents that the Company may reasonably request from time to time in connection therewith, including any copyright assignment document(s), without further consideration. Each Member hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Member’s agents and attorneys-in-fact to act for and in such Member’s behalf and instead of the Invention. The Employee agrees such Member, to execute all and file any documents and to do all things that may, in other lawfully permitted acts to further the opinion above purposes with the same legal force and effect as if executed by such Member. This designation and appointment constitutes an irrevocable power of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the worldattorney and is coupled with an interest. The Employee also Each Member agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving 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 source code, object code or machine-readable copies, documentation, work notes, flowcharts, diagrams, test data, reports, samples and other tangible evidence or results (collectively, “Tangible Embodiments”) of such Inventions, works of authorship and work product. All Tangible Embodiments of any Invention, work of authorship or its nominees) work product related thereto will be deemed to have been assigned to the full benefit Company as a result of the provisions act of this CLAUSE 9, in favour expressing any invention or work of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the caseauthorship therein. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that the (A) In this Clause "Invention" means any know how invention formula process of improvement trade mark trade name copyright design plan drawing specificaxxxx or device of whatever nature of his duties, and the particular responsibilities arising therefrom, are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest of the Company's undertakings. Accordingly, any Invention made invented developed or discovered by the Employee Managing Director during the continuance of the Appointment and which relates to any process product or activity carried on made or dealt in by the Company or any other Company in the Group. (B) If the Managing Director shall either solely or jointly with others, wholly another make invent develop or substantially in discover any Invention he shall forthwith communicate written particulars thereof to the course Secretary of the Employee's normal duties or of duties specifically assigned Company. (C) An Invention and all rights therein shall belong to the Employee, or in Managing Director if it is an invention for which a patent may be granted under the course provisions of duties falling outside his normal duties, but specifically assigned Section 1 of the Patents Act 1977 ("the Act") and it belongs to the Employee, must immediately Managing Director by xxxxxx of Section 39(2) of the Act. All other Inventions and all rights therein shall belong to the Company. (D) The Managing Director shall not without the prior consent in writing of the company divulge or communicate any Invention to any third party nor use the same for his own personal benefit or otherwise save as provided for in sub-clause (E) and (F). (E) On receiving communication of any Invention which belongs to the Managing Director the Company shall be disclosed entitled to negotiate with the Managing Director with a view to acquiring all or any rights title and benefit in such Invention The Managing Director shall not without the consent in writing of the Company disclose the same to any third party except to a Chartered Patent Agent or other professional advisor for the purpose of seeking protection for such Invention nor use the same for his own personal benefit or otherwise until the Company has in writing declined to negotiate or acquire the Invention or until the expiry of six months from the date of such communication whichever is the sooner PROVIDED THAT if negotiations are entered into no disclosure of such Invention to any third party shall be made until the conclusion of such negotiations except to the extent that such disclosure is authorized in writing by the Company. (F) With regard to the Invention 'which belongs to the Company and all rights in such Inventions shall be and become the absolute property of the Company and shall not be disclosed have the right at any time to any other person or entity without require the consent of Managing Director at the Company being previously obtained, which, if given, may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the EmployeeCompany's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees expense to execute all such documents and to do all such acts and things that may, as may in the opinion of the Company, Company be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees convenient: (i) to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same Invention in the Company or its nominees absolutely and as sole beneficial owner.assigns, 9.3 The Employee hereby irrevocably appoints (ii) to enable any application or appeal in respect thereof to be made prosecuted amended or abandoned in any countries of the world in the name of the Company or its assigns or that of the Managing Director whether alone or jointly with the Company or some other person or body, (iii) to be secure the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents grants of letters patent copyright or things as mentioned above and generally to use his name for the purpose of giving registered design to the Company (or its nomineesassigns, (iv) to assign to the full benefit Company or as it shall direct all the Managing Director's rights of the provisions whatever nature (including without limitation his rights in any letters patent or registered design or copyright or any application therefore) in or in respect of this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee such Invention or the Company that Managing Director's rights title and interest in any instrument or act falls within the authority conferred upon such rights belonging to him jointly with the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the case.or any other person or persons, 9.4 The Company shall be under no obligation (v) to apply for resist any infringement of or to seek to obtain patent, design actions claims or other intellectual property protection demands in relation to any such Invention or in any way the Invention. (G) In the event that the Company does not intend to use, use exploit or seek retain an Invention disclosed by the Managing Director in accordance with the provisions hereinbefore contained the Managing Director shall be entitled to the same for his own use and benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting upon the Managing Director being notified to exclude or limit that effect in writing by the operation of S60 Secretary of the Patents Ordinance, Cap 514 Company (which notification shall be given as the same may be amended from time to timesoon as reasonably practicable). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 The Employee acknowledges that the nature of his duties18.2.1. Company shall own all right, title, and the particular responsibilities arising therefrominterest in and to any and all ideas, inventions, or improvements (whether patentable or unpatentable) that are such that he has a special obligation within the meaning of S57 of the Patents Ordinance, Cap 514 to further the interest of the Company's undertakings. Accordingly, any Invention made or discovered developed solely by the Employee Supplier or jointly with others, wholly or substantially by Supplier and Company in the course of the Employee's normal duties or of duties specifically assigned performing work for Company and that relate solely to the EmployeeProducts, or along with all intellectual property rights, with respect thereto (the “Product Inventions”). Supplier agrees to communicate all Product Inventions promptly to Company. Supplier hereby assigns and transfers to Company all right, title, and interest in the Product Inventions, and Supplier agrees to take all further acts reasonably required to evidence such assignment and transfer to Company at Company’s expense. 18.2.2. Any Inventions (other than the Product Inventions) that are developed solely by Supplier in the course of duties falling outside his normal dutiesperforming work for Company, but specifically assigned along with all intellectual property rights with respect thereto (“Supplier Inventions”), shall be owned solely by Supplier, subject to the Employeelicense granted in Section 18.3. Any Inventions (other than the Product Inventions) that are developed jointly by Supplier and Company in the course, must immediately of performing work for Company, along with all intellectual property rights with respect thereto (“Joint Inventions”), shall be disclosed owned jointly by Supplier and Company, and each shall have the right to use such Joint Inventions, without the consent of, or a duty of accounting to, the other. For the avoidance of doubt, all inventions developed solely by Company, along with all intellectual property rights with respect thereto, shall be owned solely by Company (“Company Inventions”). 18.2.3. Supplier shall enter into an agreement with each employee or agent of Supplier performing work in connection with the manufacture and supply of Product hereunder, pursuant to which such person shall grant all rights in Inventions developed by such employee or agent in the course of such work, such that Supplier can comply with the terms of this Section 18.2.3. All Product Inventions and Company Inventions and any Confidential Information specifically related thereto shall be and become the absolute property of the Company and shall not be disclosed to any other person or entity without the consent of the Company being previously obtained, which, if given, may be Company’s Confidential Information subject to conditions. 9.2 The Employee the confidentiality provisions of Section 19. All Joint Inventions and any Confidential Information specifically related thereto shall whenever requested to do so (whether during or after be the termination Confidential Information of this Agreement) promptly disclose and deliver both Parties subject to the Company all information confidentiality provisions of Section 19. All Supplier Inventions and data in the Employee's possession, necessary to enable the Company to have a full understanding of the Invention. The Employee agrees to execute all documents and to do all things that may, in the opinion of the Company, any Confidential Information specifically related thereto shall be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving Supplier’s Confidential Information subject to the Company (or its nominees) the full benefit of the confidentiality provisions of this CLAUSE 9, in favour of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the caseSection 19. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.

Inventions. 9.1 13.1 The Employee acknowledges that parties in the nature Director may make, discover or create Intellectual course of his duties, duties under this agreement and agree that in this respect the particular responsibilities arising therefrom, are such that he Director has a special obligation within to further the meaning interests of S57 the Company. 13.2 Subject to the provisions of the Patents Ordinance, Cap 514 Xxx 0000 and the Copyright Designs and Patents Xxx 0000 if at any time during his employment under this agreement the Director makes or discovers or participates in the making or discovery of any Intellectual Property relating to further or capable of being used in the interest business for the time being carried on by the Company or any of its Associated Companies full details of the Company's undertakings. Accordingly, any Invention made or discovered by the Employee or jointly with others, wholly or substantially in the course of the Employee's normal duties or of duties specifically assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must Intellectual Property shall immediately be disclosed communicated by him to the Company and all rights in such Inventions shall be and become the absolute property of the Company Company. Al the request and shall not be disclosed to any other person or entity without the consent expense of the Company being previously obtainedthe Director shall give and supply all such information, whichdata, if given, drawings and assistance as may be subject to conditions. 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreement) promptly disclose and deliver to the Company all information and data in the Employee's possession, necessary requisite to enable the Company to have a full understanding exploit the Intellectual Property to the best advantage of the Invention. The Employee agrees to Company and the Director shall execute all documents and to do all things that may, which may be necessary or desirable for obtaining patent or other protection for the Intellectual Property in the opinion such parts of the Company, world as may be necessary to enable specified by the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the world. The Employee also agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in for vesting the same in the Company or its nominees absolutely and as sole beneficial ownerit may direct. 9.3 13.3 The Employee hereby Director irrevocably appoints the Company to be the Employee's his attorney in his name and on his behalf to sign, execute and or do any such acts, matters, documents instrument or things as mentioned above thing and generally to use his name for the purpose of giving to the Company (or its nomineesnominee) the full benefit of the provisions of this CLAUSE 9, clause and in favour favor of any third party. A certificate in writing signed by any director or the Employee or secretary of the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 clause shall be conclusive evidence that such is the case. 9.4 The 13.4 If the Intellectual Property is not the property of the Company shall be under no obligation the Company shall, subject to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 Provisions of the Patents OrdinanceXxx 0000 and the Copyright Designs and Patent Xxx 0000, Cap 514 (have the right to acquire for itself or its nominee the Director's rights in the Intellectual Property within 3 months after disclosure pursuant to clause 13.2 on fair and reasonable terms to be agreed by a patent agent agreed by the parties or in default of agreement nominated by the President for the time being of the Chartered Institute of Patent Agents. Such patent agent shall act as expert and not as arbitrator and accordingly the same may provision of any statutes relating to arbitration shall not apply to the patent agent's decision. The costs of the patent agent shall be amended from time to time)borne by the Company. 9.6 13.5 The Employee agrees to give the Company not less than thirty (30) days' prior notice rights and obligations under this clause shall continue in writing force after termination of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation this agreement in respect of any such Invention for which a patent has been grantedIntellectual Property made during the Director's employment under this agreement and shall be binding upon his representatives.

Inventions. 9.1 The Employee acknowledges that All Inventions (as defined below) shall be the nature sole and exclusive property of his dutiesthe Company. Such ownership of Inventions shall inure to the benefit of the Company from the date of the conception, and creation or fixation of the particular responsibilities arising therefromInvention in a tangible medium of expression, are such that he has as applicable. All newly-created copyright aspects of the Inventions, whether created solely or jointly, shall be considered a special obligation “work-made-for-hire” within the meaning of S57 the Copyright Act of 1976, as amended. If and to the extent the Inventions, or any part thereof, are found by a court of competent jurisdiction not to be a “work-made-for-hire” within the meaning of the Patents OrdinanceCopyright Act of 1976, Cap 514 as amended, each Member agrees that all exclusive, right, title and interest in and to further the interest those newly-created copyrightable aspects of the Company's undertakings. AccordinglyInventions, any Invention made or discovered by the Employee or jointly with othersand all copies thereof, wholly or substantially in the course of the Employee's normal duties or of duties specifically are hereby expressly assigned to the Employee, or in the course of duties falling outside his normal duties, but specifically assigned to the Employee, must immediately be disclosed automatically to the Company without further consideration. Any agreement entered into by a Member and all rights a third party in such Inventions connection with the development of an Invention shall be and become require the absolute property prior consent of the Company and shall not be disclosed further include substantially the same terms as those appearing in this Section 11.8(e) to any other person or entity without the consent of ensure that the Company being previously obtained, which, if given, may be subject to conditions.obtains the same rights in the Inventions generated under such third party agreement as those set forth in this Section 11.8(e). Each Member agrees to: 9.2 The Employee shall whenever requested to do so (whether during or after the termination of this Agreementa) promptly disclose and deliver to assist the Company in obtaining and enforcing all information rights and data in other legal protections for the Employee's possession, Inventions; (b) perform all acts deemed necessary to enable or desirable by the Company to have a full understanding permit and assist it, at the Company’s expense, in registering, recording, obtaining, maintaining, defending, enforcing and assigning Inventions or works made for hire in the International Market; and (c) execute any and all documents that the Company may reasonably request from time to time in connection therewith, including any copyright assignment document(s), without further consideration. Each Member hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Member’s agents and attorneys-in-fact to act for and in such Member’s behalf and instead of the Invention. The Employee agrees such Member, to execute all and file any documents and to do all things that may, in other lawfully permitted acts to further the opinion above purposes with the same legal force and effect as if executed by such Member. This designation and appointment constitutes an irrevocable power of the Company, be necessary to enable the Company or its nominees to obtain patent, design, or other intellectual property protection of the Invention in Hong Kong or any other part of the worldattorney and is coupled with an interest. The Employee also Each Member agrees to vest such patent, design or other intellectual property protection, when obtained, and all right and title to and interest in the same in the Company or its nominees absolutely and as sole beneficial owner. 9.3 The Employee hereby irrevocably appoints the Company to be the Employee's attorney in his name and on his behalf to execute and do any such acts, matters, documents or things as mentioned above and generally to use his name for the purpose of giving 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 source code, object code or machine-readable copies, documentation, work notes, flowcharts, diagrams, test data, reports, samples and other tangible evidence or results (collectively, “Tangible Embodiments”) of such Inventions, works of authorship and work product. All Tangible Embodiments of any Invention, work of authorship or its nominees) work product related thereto will be deemed to have been assigned to the full benefit Company as a result of the provisions act of this CLAUSE 9, in favour expressing any invention or work of any third party. A certificate in writing signed by the Employee or the Company that any instrument or act falls within the authority conferred upon the Company by this CLAUSE 9.3 shall be conclusive evidence that such is the caseauthorship therein. 9.4 The Company shall be under no obligation to apply for or to seek to obtain patent, design or other intellectual property protection in relation to any such Invention or in any way to use, exploit or seek to benefit from such Inventions. 9.5 The provisions of this CLAUSE 9 shall not be read or construed as purporting to exclude or limit the operation of S60 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time). 9.6 The Employee agrees to give the Company not less than thirty (30) days' prior notice in writing of any application proposed to be made by the Employee or on the Employee's behalf pursuant to S58 of the Patents Ordinance, Cap 514 (as the same may be amended from time to time) for compensation in respect of any such Invention for which a patent has been granted.