Common use of Ownership of Inventions Clause in Contracts

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. 2.1 The Executive acknowledges Employee will notify and agrees that disclose to the Company, or any persons designated by it, all information, improvements, inventions, formula, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to practice or learned by the Employee, either alone or jointly with others, during the Employee’s employment with the Company Inventions (including after hours, on weekends or during vacation time) (all intellectual property rights arising therein or theretosuch information, all rights of priority relating to patentsimprovements, inventions, formulae, processes, techniques, know-how, and all claims data are hereinafter referred to as the: “Inventions” or “Invention”) immediately upon discovery, receipt or invention as applicable. In the event that the Employee, for pastany reason, present refrains from delivering the Invention upon grant of notice regarding the Invention, as described above, the Employee shall notify the Company of the Invention and future infringementspecify in such notice the date in which the Invention shall be delivered to the Company and the reason for delay in such delivery. The Invention shall be delivered as soon as possible thereinafter. All Inventions shall unconditionally be, misappropriation relating thereto)become, and all Confidential Information, hereby are and shall be remain the sole and exclusive property of the Company (collectivelyforever. Pursuant to Sections 101 and 201 of the United States Copyright law, all Inventions shall be “works made for hire.” 2.2 Delivery of the “Company IP”)notice and the Invention shall be in writing, supplemented with a detailed description of the Invention and the relevant documentation. The Executive further acknowledges and Employee agrees that any rights arising in all the Executive in any Invention Invented by Inventions shall be the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member sole property of the Company Group during and its assignees, and the Executive’s employment Company and its assignees shall be the sole owner of all patents and other rights in connection with such Inventions. The Employee hereby assigns to the Company any rights the Employee may have or service for acquire in such Inventions. In order to avoid any member doubt, it is hereby clarified that a lack of response from the Company with respect to the notice of the Company Group (“Post-employment Inventions”)Invention or of its delivery, shall hereby not be deemed to be Company Inventions considered a waiver of ownership of the Invention, and in any event the Invention shall remain the sole and exclusive property of the Company; provided. 2.3 The Employee further agrees as to all such Inventions to assist the Company, howeveror any persons designated by it, that the Board (excluding the Executive) in its sole discretion may elect every proper way to compensate the Executive for obtain and from time to time enforce such inventions in any Post-employment Inventions. For consideration acknowledged way including by way of patents over such Inventions in any and receivedall countries, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that effect the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive Employee will execute any other instrument and document necessary or desirable all documents for use in applying for and obtaining patents in the United States over and in any foreign country with respect to any Company Invention. The Executive further agreesenforcing such Inventions, whether or not the Executive is then an employee or other service provider of any member of as the Company Groupmay desire, upon request together with any assignments of such Inventions to the Company, to provide reasonable assistance, at the Company’s sole expenseCompany or persons or entities designated by it. 2.4 The Employee shall not be entitled, with respect to the perfection, recordation or other documentation all of the assignment of Company IP hereunderabove, and the enforcement of the Company’s rights in to any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in monetary consideration or any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventionconsideration.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board CEO any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, Company in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with without further compensation at the Executive’s customary hourly rate, together with but all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. The Executive acknowledges (a) Employee shall disclose all Inventions promptly and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating fully to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided. (b) Except as excluded in Section 5(e) below, however, that the Board (excluding the Executive) in its sole discretion may elect Employee hereby agrees to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys grants and sets over assigns to the Company all of the ExecutiveEmployee’s right, title and interest in and to all Company IP. The Executive acknowledges Inventions and agrees that all such Company Inventions shall be the compensation received by the Executive for employment or services provided Company’s sole and exclusive property to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions maximum extent permitted by law. (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure c) Employee shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon at the request of the Company (but without additional compensation from the Company): (i) execute any and at its expense, all papers and perform all lawful acts that the Executive will Company deems necessary for the preparation, filing, prosecution, and maintenance of applications for United States patents or copyrights and foreign patents or copyrights on any Company Inventions, (ii) execute such instruments as are necessary to assign to the Company or to the Company’s nominee, all of Employee’s right, title and interest in any Company Inventions so as to establish or perfect in the Company or in the Company’s nominee, the entire right, title and interest in such Company Inventions, and (iii) execute any other instrument and document instruments necessary or that the Company may deem desirable in applying for and obtaining connection with any continuation, renewal or reissue of any patents in any Company Inventions, renewal of any copyright registrations for any Company Inventions, or in the United States and in conduct of any foreign country with respect proceedings or litigation relating to any Company InventionInventions. The Executive further agrees, whether or not All expenses incurred by the Executive is then an employee or other service provider Employee by reason of the performance of any member of the obligations set forth in this Section 5(c) shall be borne by the Company. (d) Concurrent with Employee’s execution of this Agreement, Employee attaches a list and brief description of all unpatented inventions and discoveries, if any, made or conceived by Employee prior to Employee’s employment with the Company and that are to be excluded from this Agreement. If no such list is attached at the time of execution of this Agreement, it shall be conclusively presumed that Employee has waived any right he may have to any such invention or discovery which relates to the Company’s business. (e) Provisions (a) through (d) of this Section 5 regarding assignment of right, title and interest do not apply to Inventions for which no equipment, supplies, facility or trade secret information of the Company Groupwas used and which was developed entirely on Employee’s own time, upon request unless (i) the Inventions relate either to the business of the Company, or to provide reasonable assistance, at the Company’s sole expenseactual or demonstrably anticipated research or development, with respect to or (ii) the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in Inventions result from any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, work directly or indirectly challenge performed by the validity or enforceability of Employee for the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive a. I hereby irrevocably assigns, conveys assign and sets over agree to assign to the Company all of the Executive’s my entire right, title and interest in any idea, invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery, improvement, developments, or works of authorship, and to all Company IP. The Executive acknowledges related patents, patent applications, copyrights and agrees that the compensation received by the Executive for employment copyright applications, whether patentable or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (includingnot, without limitationauthored, all Post-employment Inventions)created, promptly following their conception made, conceived or reduction reduced to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated , solely or jointly by sketch me, whether or diagram to convey to one skilled in not during normal working hours or on my own time, whether or not using my own equipment, on the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics premises of the Company Invention. The Executive agrees or elsewhere, or after termination of my employment (or consultancy) with or by the Company, that (i) is authored, created, made, conceived or reduced to execute practice using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to or arises out of the actual or proposed business, including without limitation the research and deliver such deeds development activities, of assignment the Company; (iii) relates directly or other documents indirectly to or arises out of conveyance and transfer as any task assigned to me or work I perform for the Company may request and/or (iv) is based on Confidential Information (collectively “Inventions”), and all intellectual property rights therein. I will promptly make full written disclosure to confirm in the Company or its designee the ownership an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, without compensation beyond that provided in this Agreement. The Executive further agrees, upon patent applications or other intellectual property rights relating to the request Inventions are the exclusive property of the Company Company. b. I agree to cooperate fully with the Company, both during and at its expenseafter my employment (or consultancy) with or by the Company, that with respect to the Executive will execute any procurement, maintenance and enforcement of copyrights, patents and other instrument and document necessary or desirable in applying for and obtaining patents intellectual property rights (both in the United States and in any foreign country with respect countries) relating to any Company InventionWorks and/or Inventions. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, I agree to provide reasonable assistance, at the Company’s sole expense, with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, execute and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with deliver all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IPpapers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in any patent issued onWorks and/or Inventions. I further agree that if the Company is unable, or patent application filed in respect ofafter reasonable effort, to secure my signature on any such papers, any executive officer of the Company Inventionshall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentence. c. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A and such disclosed inventions shall be received by the Company in confidence pursuant to Labor Code section 2871.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, Company in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with without further compensation at the Executive’s customary hourly rate, together with but all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. The Executive acknowledges agrees to assign and agrees that does hereby assign to the Company any and all Company Inventions (including all intellectual property rights arising therein ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations which Executive alone or thereto, all rights of priority relating to patentswith others may conceive or make, and all claims which (a) are made wholly or partially with the Company’s assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company’s time; or (c) relate at the time of conception or reduction to practice to the Company’s business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive’s work for past, present and future infringement, misappropriation relating theretothe Company (collectively referred to as “Inventions”), and all Confidential Information, hereby . Such Inventions are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property part of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agreesbusiness, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the Executive is then an employee or other service provider of any member business of the Company GroupCompany. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to provide reasonable assistancemake applications for Letters Patent, at of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive’s sole expenseemployment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined below) which Executive may have in, to, or with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designeeInvention. The Executive shall not, on or after the date For purposes of this Agreement, directly “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or indirectly challenge prevent the validity or enforceability modification of the Company’s ownership ofany Invention, or rights with respect toto withdraw from circulation or control the publication or distribution of any Invention, and any Company IPsimilar right, including, without limitation, existing under judicial or statutory law of any patent issued oncountry in the world, or patent application filed in respect ofunder any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” Executive will promptly disclose any Inventions to the Company Inventionwhether developed or created alone or jointly with others.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”)Company. The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months one year period following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IPInventions. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP Inventions hereunder, and the enforcement of the Company’s rights in any Company IPInventions, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, Company in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP Inventions covered by this Agreement, with without further compensation at the Executive’s customary hourly rate, together with but all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 4.11 shall be paid by the Company or its designee. Without limiting the foregoing, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact, to act for and on the Executive’s behalf to execute and file any application or applications or other documents for patents, copyrights or trademark registrations or any other legal protection thereon, and to do all other lawfully permitted acts to further the prosecution and issuance of such patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by the Executive. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IPInvention, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention. For the avoidance of doubt, the term “Company Invention” is deemed not to include any Invention to the extent it is non-assignable under the provisions of applicable law, including in the case of employees in California, California Labor Code Section 2870.

Ownership of Inventions. The Executive acknowledges and Employee agrees that all Inventions made by the Employee during the period of the Employee's employment with the Company Inventions and for eighteen (including all intellectual property rights arising therein 18) months thereafter, whether made during the working hours of the Company or theretoon the Employee's own time, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall will be the sole and exclusive property of the Company (collectively, the “Company IP”)Company. The Executive further acknowledges Employee will, with respect to any Invention: (i) keep current, accurate, and agrees that any rights arising in complete records, which will belong to the Executive in any Invention Invented by Company and be kept and stored on the Executive, whether alone or jointly with others, during Company's premises; (ii) promptly and fully disclose the twelve (12) months following existence and describe the Termination Date and relating in any way to work performed by the Executive for any member nature of the Company Group during the Executive’s employment with or service for any member of Invention to the Company Group in writing (“Post-employment Inventions”and without request), shall hereby be deemed to be Company Inventions ; (iii) assign (and the sole and exclusive property of the Company; provided, however, that the Board (excluding the ExecutiveEmployee hereby assigns) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s Employee's right, title and interest in and to all Company IP. The Executive acknowledges the Invention, any applications the Employee makes for patents or copyrights in any country, and agrees that any patents or copyrights granted to the compensation received by the Executive for employment or services provided Employee in any country; and (iv) acknowledge and deliver promptly to the Company is adequate consideration for any written instruments, and perform any other acts necessary in the foregoing assignmentCompany's opinion to preserve property rights in the Invention against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company. The Executive further Employee agrees to disclose in writing perform promptly (without charge to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in but at the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request expense of the Company, to provide reasonable assistance, at ) all acts as may be necessary in the Company’s sole expense's opinion to preserve all patents and/or copyrights granted upon the Employee's Inventions forfeiture, with respect to the perfection, recordation abandonment or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the loss. The requirements of this Section 4.12 shall be paid by 5(b) do not apply to any Invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Employee's own time, and (i) which does not relate directly to the Company's business or its designeeto the Company's actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Employee performed for the Company. The Executive shall notEmployee represents that, on or after except as disclosed below, as of the date of this Agreement, directly or indirectly challenge the validity or enforceability of Employee has no rights under and will make no claims against the Company’s ownership of, or rights Company with respect to, any Company IPinventions, includingdiscoveries, without limitationimprovements, any patent issued onideas or works of authorship which would be Inventions if made, conceived, authored or patent application filed in respect of, any Company Inventionacquired by the Employee during the term of this Agreement.

Ownership of Inventions. The Executive acknowledges agrees to assign and agrees that does hereby assign to the Company any and all Company Inventions ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations (including all intellectual property rights arising therein collectively referred to as "Inventions") which Executive alone or thereto, all rights of priority relating to patentswith others may conceive or make, and all claims which (a) are made wholly or partially with the Company's assets or confidential or trade secret information; or (b) are developed wholly or partially on the Company's time; or (c) relate at the time of conception or reduction to practice to the Company's business, including actual or demonstrably anticipated research or development of the Company; or (d) result from Executive's work for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby the Company. Such Inventions are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property part of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees's business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. Executive shall not claim to own any Inventions relating to the Executive is then an employee or other service provider of any member business of the Company GroupCompany. Executive agrees that, upon request of the Company, Executive shall execute any and all papers and do all other lawful acts that may be required by the Company in order to provide reasonable assistancemake applications for Letters Patent, at of the United States and of any and all other countries, on such Inventions, or that may be required to vest ownership of such applications, patents and copyrights in the Company’s sole expense, or that may be required to prosecute or obtain such patents, or to maintain, preserve or enforce the rights of the Company in such Inventions, patents and copyrights. Except as otherwise prohibited by law (including but not limited to California Labor Code section 2870), and except for Inventions made prior to commencement of Executive's employment with the Company, in addition to the above assignment of Inventions to the Company, without further consideration, Executive hereby fully, forever, and irrevocably assigns, transfers, and conveys to the Company: (i) all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention; and (ii) any and all "Moral Rights" (as defined below) which Executive may have in, to, or with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designeeInvention. The Executive shall not, on or after the date For purposes of this Agreement, directly "Moral Rights" shall mean any rights to claim authorship of an Invention, to object to or indirectly challenge prevent the validity or enforceability modification of the Company’s ownership ofany Invention, or rights with respect toto withdraw from circulation or control the publication or distribution of any Invention, and any Company IPsimilar right, including, without limitation, existing under judicial or statutory law of any patent issued oncountry in the world, or patent application filed in respect ofunder any treaty, regardless of whether or not such right is denominated or generally referred to as a "moral right." Executive will promptly disclose any Inventions to the Company Inventionwhether developed or created alone or jointly with others.

Ownership of Inventions. The Executive Consultant agrees and acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or theretodiscoveries, all rights of priority relating to patentsconcepts, and all claims for pastideas, present including, without limitation, improvements, processes, know-how, methods, apparatuses and future infringement, misappropriation relating thereto)formulae, and all Confidential Informationany notes, hereby are records, drawings, and shall be the sole and exclusive property of the Company designs related thereto (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed whether patentable or copyrightable (or in any way protectable as intellectual property) which are conceived, made, or discovered by Consultant, solely or in collaboration with others, or which become known to be Consultant by means of any undertaking, investigation, or experiment arising out of or relating to Consultant’s responsibilities as a consultant or agent of Company Inventions and during the period of this Agreement are the sole and exclusive property of the Company; provided. In addition, however, any Inventions which constitute copyrightable subject matter are “works made for hire” as that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company term is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents defined in the United States Copyright Act. Consultant will assign (or cause to be assigned), and in does hereby assign fully to Company, all Inventions and any foreign country with respect to any Company Invention. The Executive further agreescopyrights, whether or not the Executive is then an employee patents, moral rights, trademarks, or other service provider of any member of the Company Group, upon request of the intellectual property rights relating thereto. Consultant will assist Company, to provide reasonable assistanceor its designee, at the Company’s sole expense, with respect in every proper way to the perfectionobtain, recordation or other documentation of the assignment of Company IP hereundersecure, maintain, extend, and the enforcement of the enforce Company’s rights in the Inventions and any Company IPcopyrights, and to cooperate to the extent and in the manner reasonably requested by the Companypatents, subject to the Executive’s then schedulemoral rights, trademarks, or other intellectual property rights relating thereto in any litigation or other claim or proceeding (and all countries, including, without limitation, the prosecution disclosure to Company of all pertinent information and data with respect to the Inventions, the execution of all applications, specifications, oaths, assignments, and all other instruments which Company will deem necessary or defense of advisable in order to apply for and obtain, secure, maintain, extend, and enforce such rights and in order to assign and convey to Company, its successors, assigns, and nominees the sole and exclusive right, title, and interest in and to the Inventions, and any claim involving a patent) involving copyrights, patents, moral rights, trademarks, or other intellectual property rights relating thereto. Consultant’s obligation to execute, or cause to be executed, when it is in Consultant’s power to do so, any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company such instrument or its designee. The Executive shall not, on or papers will continue after the date expiration or termination of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. The Executive acknowledges and EMPLOYEE agrees that all Company Inventions (including all intellectual property rights arising therein made by the EMPLOYEE during the period of the EMPLOYEE’s employment with the COMPANY, whether made during the working hours of the COMPANY or theretoon the EMPLOYEE’s own time, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall will be the sole and exclusive property of the Company (collectively, the “Company IP”)COMPANY. The Executive further acknowledges EMPLOYEE will, with respect to any Invention: (i) keep current, accurate, and agrees that any rights arising in complete records, which will belong to the Executive in any Invention Invented by COMPANY and be kept and stored on the Executive, whether alone or jointly with others, during COMPANY’s premises; (ii) promptly and fully disclose the twelve (12) months following existence and describe the Termination Date and relating in any way to work performed by the Executive for any member nature of the Company Group during Invention to the Executive’s employment with or service for any member of the Company Group COMPANY in writing (“Post-employment Inventions”and without request), shall hereby be deemed to be Company Inventions ; (iii) assign (and the sole and exclusive property of the Company; provided, however, that the Board (excluding the ExecutiveEMPLOYEE hereby assigns) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company COMPANY all of the ExecutiveEMPLOYEE’s right, title and interest in and to all Company IPthe Invention, any applications the EMPLOYEE makes for patents or copyrights in any country, and any patents or copyrights granted to the EMPLOYEE in any country; and (iv) acknowledge and deliver promptly to the COMPANY any written instruments, and perform any other acts necessary in the COMPANY’s opinion to preserve property rights in the Invention against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the COMPANY. The Executive acknowledges and EMPLOYEE agrees that the compensation received by the Executive for employment or services provided to perform promptly (without charge to the Company is adequate consideration for COMPANY but at the foregoing assignmentexpense of the COMPANY) all acts as may be necessary in the COMPANY’s opinion to preserve all patents and/or copyrights granted upon the EMPLOYEE’s Inventions or to prevent forfeiture, abandonment or loss. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by 6(b) do not apply to any Invention for which no equipment, supplies, facility or trade secret information of the Company COMPANY was used and which was developed entirely on the EMPLOYEE’s own time, and (i) which does not relate directly to the COMPANY’s business or its designeeto the COMPANY’s actual or demonstrably anticipated research or development, or (ii) which does not result from any work the EMPLOYEE performed for the COMPANY. The Executive shall notEMPLOYEE represents that, on or after except as disclosed below, as of the date of this Agreement, directly or indirectly challenge the validity or enforceability of EMPLOYEE has no rights under and will make no claims against the Company’s ownership of, or rights COMPANY with respect to, any Company IPinventions, includingdiscoveries, without limitationimprovements, any patent issued onideas or works of authorship which would be Inventions if made, conceived, authored or patent application filed in respect of, any Company Inventionacquired by the EMPLOYEE during the term of this Agreement.

Ownership of Inventions. The Executive acknowledges Employee will notify and agrees that all Company Inventions (including all intellectual property rights arising therein disclose to the Company, or theretoany persons designated by it, all rights of priority relating information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented practice or learned by the ExecutiveEmployee, whether either alone or jointly with others, during the twelve Employee’s employment with the Company (12including after hours, on weekends or during vacation time) months following (all such information, improvements, inventions, formulae, processes, techniques, know-how, and data are hereinafter referred to as the: “Inventions” or “Invention”) immediately upon discovery, receipt or invention as applicable. In the Termination Date and relating in any way to work performed by event that the Executive Employee, for any member reason, refrains from delivering the Invention upon grant of notice regarding the Invention, as described above, the Employee shall notify the Employer of the Invention and specify in such notice the date in which the Invention shall be delivered to the Company and the reason for delay in such delivery. The Invention shall be delivered as soon as possible thereinafter. Delivery of the notice and the Invention shall be in writing, supplemented with a detailed description of the Invention and the relevant documentation. The Employee agrees that all the Inventions shall be the sole property of the Company Group during and its assignees, and the Executive’s employment Company and its assignees shall be the sole owner of all patents and other rights in connection with such Inventions. The Employee hereby assigns to the Company any rights the Employee may have or service for acquire in such Inventions. In order to avoid any member doubt, it is hereby clarified that a lack of response from the Company with respect to the notice of me Invention or of its delivery, shall not be considered a waiver of ownership of the Company Group (“Post-employment Inventions”)Invention, and in any event the Invention shall hereby be deemed to be Company Inventions and remain the sole and exclusive property of the Company; provided. The Employee further agrees as to all such Inventions to assist the Company, howeveror any persons designated by it, that the Board (excluding the Executive) in its sole discretion may elect every proper way to compensate the Executive for obtain and from time to time enforce such inventions in any Post-employment Inventions. For consideration acknowledged way including by way of patents over such Inventions in any and receivedall countries, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that effect the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive Employee will execute any other instrument and document necessary or desirable all documents for use in applying for and obtaining patents in over and enforcing such Inventions, as the United States and in Company may desire, together with any foreign country with respect assignments of such Inventions to any the Company Inventionor persons or entities designated by it. The Executive further agrees, whether or Employee shall not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expensebe entitled, with respect to the perfection, recordation or other documentation all of the assignment of Company IP hereunderabove, and the enforcement of the Company’s rights to any monetary consideration or any other consideration except as explicitly set forth in Appendix A hereto, or in any Company IP, and to cooperate to the extent and in the manner reasonably requested other written agreement or arrangement signed by the Company. With respect to all of the above any, subject to the Executive’s then scheduleoral understanding, in any litigation communication or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid agreement not duly signed by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventionbe void.

Ownership of Inventions. The Executive acknowledges 3.1. IL will notify and agrees that all disclose in writing to the Company, or any persons designated by the Company Inventions (including all intellectual property rights arising therein or theretofrom time to time, all rights of priority relating to patentsinformation, improvements, inventions, formulae, processes, techniques, know-how and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executivedata, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by IL, either alone or jointly with others, during IL’s employment with the twelve Company (12including after hours, on weekends or during vacation time) months following (all such information, improvements, inventions, formulae, processes, techniques, know-how, and data are hereinafter referred to as the Termination Date and relating in any way to work performed by “Invention(s)”) immediately upon discovery, receipt or invention as applicable. 3.2. IL agrees that all the Executive for any member Inventions are, upon creation, considered Inventions of the Company, shall be the sole property of the Company Group during the Executive’s employment with or service for any member of and its assignees, and the Company Group (“Post-employment Inventions”), and its assignees shall hereby be deemed to be Company Inventions and the sole owner of all patents, copyrights, trade secret and exclusive property all other rights of the Company; providedany kind or nature, howeverincluding moral rights, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment connection with such Inventions. For consideration acknowledged and received, the Executive IL hereby irrevocably assigns, conveys and sets over unconditionally assigns to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agreesand all Inventions: (i) patents, whether patent applications, and patent rights, including any and all continuations or not extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii) rights relating to the Executive is then an employee or protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service provider marks and applications therefor, trade names and packaging and all goodwill associated with the same; and (vi) all rights to xxx for any infringement of any member of the Company Groupforegoing rights and the right to all income, upon request royalties, damages and payments with respect to any of the foregoing rights. IL also hereby forever waives and agrees never to assert any and all Moral Rights IL may have in or with respect to any Inventions, even after termination of employment on behalf of the Company. “Moral Rights” means any right to claim authorship of a work, any right to provide reasonable assistance, at the Company’s sole expense, with respect object to the perfection, recordation any distortion or other documentation modification of the assignment of Company IP hereundera work, and any similar right, existing under the enforcement law of the Company’s rights in any Company IP, and to cooperate to the extent and country in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership ofworld, or rights with respect to, under any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventiontreaty.

Ownership of Inventions. The Executive acknowledges 3.1 Consultant will notify and agrees that all disclose in writing to the Company, or any persons designated by the Company Inventions (including all intellectual property rights arising therein or theretofrom time to time, all rights of priority relating to patentsinformation, improvements, inventions, formulae, processes, techniques, know-how and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executivedata, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, during in the twelve performance of Consultant’s engagement with the Company (12all such information, improvements, inventions, formulae, processes, techniques, know- how, and data are hereinafter referred to as the “Invention(s)”) months following immediately upon discovery, receipt or invention as applicable. 3.2 Consultant agrees that all the Termination Date and relating in any way to work performed by Inventions are, upon creation, considered Inventions of the Executive for any member Company, shall be the sole property of the Company Group during the Executive’s employment with or service for any member of and its assignees, and the Company Group (“Post-employment Inventions”), and its assignees shall hereby be deemed to be Company Inventions and the sole owner of all patents, copyrights, trade secret and exclusive property all other rights of the Company; providedany kind or nature, howeverincluding moral rights, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment connection with such Inventions. For consideration acknowledged and received, the Executive Consultant hereby irrevocably assigns, conveys and sets over unconditionally assigns to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agreesand all Inventions: (i) patents, whether patent applications, and patent rights, including any and all continuations or not extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii) rights relating to the Executive is then an employee or protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service provider marks and applications therefor, trade names and packaging and all goodwill associated with the same; and (vi) all rights to sue for any infringement of any member of the Company Groupforegoing rights and the right to all income, upon request royalties, damages and payments with respect to any of the foregoing rights. Consultant also hereby forever waives and agrees never to assert any and all Moral Rights Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company. “Moral Rights” means any right to claim authorship of a work, any right to provide reasonable assistance, at the Company’s sole expense, with respect object to the perfection, recordation any distortion or other documentation modification of the assignment of Company IP hereundera work, and any similar right, existing under the enforcement law of the Company’s rights in any Company IP, and to cooperate to the extent and country in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership ofworld, or rights with respect to, under any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventiontreaty.

Ownership of Inventions. The Executive acknowledges and agrees I agree that all Company Inventions (including all intellectual property rights arising therein as defined in Section 7 herein) that I conceive or theretodevelop, all rights of priority relating to patentsin whole or in part, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether either alone or jointly with others, during the twelve term of my relationship with the Company that (12a) months following relate to the Termination Date and relating in any way to work performed by the Executive for any member business of the Company Group during the Executive’s employment with or service for any member of the products or services being developed, manufactured or sold by the Company, (b) result from tasks assigned to me by the Company, or (c) result from the use of the Company's Proprietary Information, premises or property (the foregoing being hereinafter collectively referred to as "Company Group (“Post-employment Inventions”), shall hereby ") will be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges Company will be the sole owner of all patents, copyrights, trademarks, service marks, domain names, social media accounts and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operationsuser names, and other characteristics of proprietary rights in and with respect to such Company Inventions. To the fullest extent permitted by law, such Company InventionInventions will be deemed works made for hire. The Executive agrees I hereby transfer and assign to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the any proprietary rights that I may have or acquire in any such Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute I waive any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee moral rights or other service provider of any member of the Company Group, upon request of special rights that I may have or accrue therein. I agree to promptly disclose to the Company, to provide reasonable assistanceor any persons designated by it, at the Company’s sole expense, with respect all Company Inventions that are or may be subject to the perfection, recordation provisions of this Section 3. I agree to execute any documents and take any actions that may be required to effect and confirm such transfer and assignment and waiver. The provisions of this Section 3 will apply to all Company Inventions that are conceived or other documentation developed during the term of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by my relationship with the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on whether before or after the date of this Agreement, directly and whether or indirectly challenge the validity not further development or enforceability reduction to practice may take place after termination of my relationship with the Company’s ownership of, or rights with respect to, for which purpose it will be presumed that any Company IPInventions conceived by me that are reduced to practice within one (1) year after termination of my relationship with the Company were conceived during the term of such service unless I am able to establish a later conception date by clear and convincing evidence. The provisions of this Section 3 will not apply, includinghowever, without limitationto any Inventions that may be disclosed in a separate Schedule attached to this Agreement prior to its acceptance by the Company, any patent issued on, or patent application filed in respect of, any Company Inventionrepresenting Inventions made by me prior to my relationship with the Company.

Ownership of Inventions. The 5.5.1 During the employment by the Company, Executive will have access to trade secrets, data, know-how, knowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, or trade secrets, whether patentable or not, and whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights works of priority relating authorship to patents, and all claims which Executive contributes shall be considered "works made for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are hire" and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Company. 5.5.2 Executive further acknowledges and agrees that Executive will neither utilize any rights arising in Confidential Information for Executive's own benefit or for the Executive in benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Invention Invented Confidential Information to any one outside the Company, or to any officer or employee of the~ Company not also having access to Confidential Information, at any time either during or after employment by the Company. 5.5.3 Executive agrees to disclose promptly, in writing to Executive's Supervisor, whether alone Company's Counsel and Chief Executive Officer, any Inventions that Executive may make, develop or jointly with othersconceive, solely or jointly, during the twelve (12) months following the Termination Date and relating in any way to work performed period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company. 5.5.4 If the Company chooses to prosecute applications for patents or copyrights for any member of such Inventions, the Company Group during shall assume the Executive’s employment with or service for any member entire expense of the Company Group (“Post-employment Inventions”)preparing, shall hereby be deemed to be Company Inventions filing and the sole and exclusive property of prosecuting such applications, through counsel appointed by the Company; provided, however, that the Board (excluding Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Executive) in its sole discretion may elect Company and do whatever is necessary or appropriate to compensate the obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any Post-employment Inventions. For consideration acknowledged and receivedreason, the Executive hereby irrevocably assignsauthorizes the Company to act as Executive's agent and to take whatever actions, conveys or execute whatever documents, may be needed to carry out this Agreement. 5.5.5 All records and sets over other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company, all documents, records, notebooks and other material of any kind pertaining to or containing Confidential Information then in Executive's possession, or under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally. 5.5.6 Executive shall not be obligated to assign any Invention which/relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit `B," then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company. 5.5.7 Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company. 5.5.8 Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive’s right, title and interest 's rights in and to all Company IP. The Executive acknowledges and agrees an Invention that the compensation received Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (i) relate, at the time of conception or reduction to practice of Invention, to either the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by the Executive for employment or services provided the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company those Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of not obligated to assign to the Company, to provide reasonable assistance, at Executive shall give the Company’s sole expense, with respect to the perfection, recordation or other documentation Company a right of the assignment of Company IP hereunder, first refusal on any and all such Inventions and the enforcement right to meet any firm offer of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designeeanother for such Inventions. The Company must exercise such right of first refusal within thirty (30) days of receipt of written notice from Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventionsetting forth such offer.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) six months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and and, to the extent known, the physical, chemical, biological or other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, Company in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with without further compensation at the Executive’s customary hourly rate, together with but all reasonable out-of-pocket expenses incurred by the Executive in satisfying performing the requirements of Executive’s duties under this Section 4.12 subsection (viii) shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity validity, enforceability or enforceability of the Company’s ownership of, or rights with respect to, of any Company IP, including, including without limitation, limitation any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. 3.1. The Executive acknowledges Employee will notify and agrees that all Company Inventions (including all intellectual property rights arising therein disclose to the Company, or theretoany persons designated by it, all rights of priority relating information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented practice or learned by the ExecutiveEmployee, whether either alone or jointly with others, during the twelve Employee’s employment with the Company (12including after hours, on weekends or during vacation time) months following (all such information, improvements, inventions, formulae, processes, techniques, know-how, and data are hereinafter referred to as the: “Inventions” or “Invention”) immediately upon discovery, receipt or invention as applicable. In the Termination Date and relating in any way to work performed by event that the Executive Employee, for any member reason, refrains from delivering the Invention upon grant of notice regarding the Invention, as described above, the Employee shall notify the Employer of the Invention and specify in such notice the date in which the Invention shall be delivered to the Company and the reason for delay in such delivery. The Invention shall be delivered as soon as possible thereinafter. 3.2. Delivery of the notice and the Invention shall be in writing, supplemented with a detailed description of the Invention and the relevant documentation. The Employee agrees that all the Inventions shall be the sole property of the Company Group during and its assignees, and the Executive’s employment Company and its assignees shall be the sole owner of all patents and other rights in connection with such Inventions. The Employee hereby assigns to the Company any rights the Employee may have or service for acquire in such Inventions. In order to avoid any member doubt, it is hereby clarified that a lack of response from the Company with respect to the notice of the Company Group (“Post-employment Inventions”)Invention or of its delivery, shall hereby not be deemed to be Company Inventions considered a waiver of ownership of the Invention, and in any event the Invention shall remain the sole and exclusive property of the Company; provided. 3.3. The Employee further agrees as to all such Inventions to assist the Company, howeveror any persons designated by it, that the Board (excluding the Executive) in its sole discretion may elect every proper way to compensate the Executive for obtain and from time to time enforce such inventions in any Post-employment Inventions. For consideration acknowledged way including by way of patents over such Inventions in any and receivedall countries, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that effect the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive Employee will execute any other instrument and document necessary or desirable all documents for use in applying for and obtaining patents in over and enforcing such Inventions, as the United States and in Company may desire, together with any foreign country with respect assignments of such Inventions to any the Company Inventionor persons or entities designated by it. 3.4. The Executive further agrees, whether or Employee shall not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expensebe entitled, with respect to the perfection, recordation or other documentation all of the assignment of Company IP hereunderabove, and the enforcement of the Company’s rights to any monetary consideration or any other consideration except as explicitly set forth in Exhibit A hereto, or in any Company IP, and to cooperate to the extent and in the manner reasonably requested other written agreement or arrangement signed by the Company. With respect to all of the above any, subject to the Executive’s then scheduleoral understanding, in any litigation communication or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid agreement not duly signed by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventionbe void.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board CEO any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, Company in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with without further compensation at the Executive’s customary hourly rate, together with but all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. The (a) During the employment by the Company, Executive will have access to trade secrets, data, know-how, knowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, or trade secrets, whether patentable or not, and whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights works of priority relating authorship to patents, and all claims which Executive contributes shall be considered "works made for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are hire" and shall be the sole and exclusive property of the Company Company. (collectively, the “Company IP”). The b) Executive further acknowledges and agrees that Executive will neither utilize any rights arising in Confidential Information for Executive's own benefit or for the Executive in benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Invention Invented Confidential Information to any one outside the Company, or to any officer or employee of the Company not also having access to Confidential Information, at any time either during or after employment by the Company. (c) Executive agrees to disclose promptly, in writing to Executive's Supervisor, whether alone Company's Counsel and Chief Executive Officer, any Inventions that Executive may make, develop or jointly with othersconceive, solely or jointly, during the twelve (12) months following the Termination Date and relating in any way to work performed period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company. (d) If the Company chooses to prosecute applications for patents or copyrights for any member of such Inventions, the Company Group during shall assume the Executive’s employment with or service for any member entire expense of the Company Group (“Post-employment Inventions”)preparing, shall hereby be deemed to be Company Inventions filing and the sole and exclusive property of prosecuting such applications, through counsel appointed by the Company; provided, however, that the Board (excluding Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Executive) in its sole discretion may elect Company and do whatever is necessary or appropriate to compensate the obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any Post-employment Inventions. For consideration acknowledged and receivedreason, the Executive hereby irrevocably assignsauthorizes the Company to act as Executive's agent and to take whatever actions, conveys or execute whatever documents, may be needed to carry out this Agreement. (e) All records and sets over other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company, all documents, records, notebooks and other material of any kind pertaining to or containing Confidential Information then in Executive's possession, or under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally. (f) Executive shall not be obligated to assign any Invention which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit "B," then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company. (g) Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company, or any Invention not related to the business activities of the Company. (h) Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive’s right, title and interest 's rights in and to all Company IP. The Executive acknowledges and agrees an Invention that the compensation received Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (i) relate, at the time of conception or reduction to practice of Invention, to either the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by the Executive for employment or services provided the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company those Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of not obligated to assign to the Company, to provide reasonable assistance, at Executive shall give the Company’s sole expense, with respect to the perfection, recordation or other documentation Company a right of the assignment of Company IP hereunder, first refusal on any and all such Inventions and the enforcement right to meet any firm offer of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designeeanother for such Inventions. The Company must exercise such right of first refusal within thirty (30) days of receipt of written notice from Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventionsetting forth such offer.

Ownership of Inventions. The Executive acknowledges Employee agrees to promptly disclose to the Company in writing any invention, improvement, work of authorship, discovery or idea (whether patentable or not and agrees including those that all may be subject to copyright protection) generated, conceived or reduced to practice by the Employee alone or in conjunction with others, during or after working hours, while an employee of the Company (“Inventions”). All such Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall will be the sole and exclusive property of the Company (collectivelyand are hereby assigned to the Company, except that, if the “Company IP”). The Executive further acknowledges and agrees that any rights arising in Invention does not relate to the Executive in any Invention Invented by the Executive, whether alone existing or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property reasonably foreseeable business interests of the Company; provided, howeverthe Company may, that the Board (excluding the Executive) in its sole discretion may elect discretion, release or license that Invention to compensate Employee upon written request. Further, Employee will, at the Executive for any Post-employment Inventions. For consideration acknowledged and receivedCompany’s expense, the Executive hereby irrevocably assigns, conveys and sets over to give the Company all assistance it reasonably requires to perfect, protect and use its rights to Inventions. In particular, but without limitation, Employee will sign all documents, do all things, and supply all information that the Company may deem necessary or desirable to: (a) Transfer or record the transfer of the ExecutiveEmployee’s entire right, title and interest in and Inventions; and (b) Enable the Company to all Company IPobtain patent, copyright or trademark protection for Inventions anywhere in the world. The Executive acknowledges and agrees that obligations of Employee under this Section 9 will continue beyond the compensation received by the Executive for termination of employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company InventionInventions conceived or made by Employee during the period of Employee’s employment and will be binding upon assigns, executors, administrators and other legal representatives. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date For purposes of this Agreement, directly or indirectly challenge any Invention relating to the validity or enforceability business of the Company’s ownership ofCompany on which Employee markets a new competitive product, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or files a patent application filed in respect ofor seeks copyright protection within one (1) year after termination of employment with the Company will be presumed to be an Invention conceived by Employee during the term of Employee’s employment, any Company Inventionsubject to proof to the contrary by good faith, written and duly corroborated records establishing that such Invention was conceived and made following termination of employment.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12a) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby I irrevocably assigns, conveys and sets over assign to the Company all of the Executive’s my entire right, title and interest in any invention, modification, design, program code, software, documentation, formula, data, know how, technique, process, method, device, discovery improvement, developments, or works of authorship and to all Company IP. The Executive acknowledges related patents, patent applications, copyrights and agrees that the compensation received by the Executive for employment copyright applications whether patentable or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (includingnot, without limitationcreated, all Post-employment Inventions)made, promptly following their conception conceived or reduction reduced to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated , solely or jointly by sketch me whether or diagram to convey to one skilled in not during normal working hours or on my own time, using my own equipment, on the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics premises of the Company Invention. The Executive agrees to execute and deliver such deeds or elsewhere, or after termination of assignment my employment with or other documents of conveyance and transfer as by the Company may request that (i) is created using the Company’s facilities, supplies, information, trade secrets or time; (ii) relates directly or indirectly to confirm in or arises out of the actual or proposed business, including without limitation the research and development activities, of the Company; (iii) relates directly or indirectly to or arises out of any task assigned to me or work I perform for the Company or its designee the ownership (iv) is based on Confidential Information (collectively “Inventions”). I will promptly make full written disclosure to an officer of the Company of any Inventions I create, make, conceive or reduce to practice, solely or jointly. I also waive all claims to moral rights in any Inventions. I acknowledge and agree that any and all patents, without compensation beyond that provided in this Agreement. The Executive further agrees, upon patent applications or other intellectual property rights relating to the request Inventions are the exclusive property of the Company Company. (b) I agree to cooperate fully with the Company, both during and at its expenseafter my employment with or by the Company, that with respect to the Executive will execute any procurement, maintenance and enforcement of copyrights, patents and other instrument and document necessary or desirable in applying for and obtaining patents intellectual property rights (both in the United States and in any foreign country with respect countries) relating to any Company InventionWorks and/or Inventions. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, I agree to provide reasonable assistance, at the Company’s sole expense, with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, execute and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with deliver all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IPpapers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in any patent issued onWorks and/or Inventions. I further agree that if the Company is unable, or patent application filed in respect ofafter reasonable effort, to secure my signature on any such papers, any executive officer of the Company Inventionshall be entitled to execute any such papers as my agent and attorney-in-fact, and I hereby irrevocably designate and appoint each executive officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable to protect its rights and interests in any Works and/or Inventions, under the conditions described in this sentence.

Ownership of Inventions. The (a) During the employment by the Company, Executive will have access to trade secrets, data, know-how, knowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, or trade secrets, whether patentable or not, and whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights works of priority relating authorship to patents, and all claims which Executive contributes shall be considered "works made for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are hire" and shall be the sole and exclusive property of the Company Company. (collectively, the “Company IP”). The b) Executive further acknowledges and agrees that Executive will neither utilize any rights arising in Confidential Information for Executive's own benefit or for the Executive in benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Invention Invented Confidential Information to any one outside the Company, or to any officer or employee of the Company not also having access to Confidential Information, at any time either during or after employment by the Company. (c) Executive agrees to disclose promptly, in writing to Executive's Supervisor, whether alone Company's Counsel and Chief Executive Officer, any Inventions that Executive may make, develop or jointly with othersconceive, solely or jointly, during the twelve (12) months following the Termination Date and relating in any way to work performed period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company. (d) If the Company chooses to prosecute applications for patents or copyrights for any member of such Inventions, the Company Group during shall assume the Executive’s employment with or service for any member entire expense of the Company Group (“Post-employment Inventions”)preparing, shall hereby be deemed to be Company Inventions filing and the sole and exclusive property of prosecuting such applications, through counsel appointed by the Company; provided, however, that the Board (excluding Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Executive) in its sole discretion may elect Company and do whatever is necessary or appropriate to compensate the obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any Post-employment Inventions. For consideration acknowledged and receivedreason, the Executive hereby irrevocably assignsauthorizes the Company to act as Executive's agent and to take whatever actions, conveys or execute whatever documents, may be needed to carry out this Agreement. (e) All records and sets over other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company, all documents, records, notebooks and other material of any kind pertaining to or containing Confidential Information then in Executive's possession, or under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally. (f) Executive shall not be obligated to assign any Invention which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit "B," then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company. (g) Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company. (h) Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive’s right, title and interest 's rights in and to all Company IP. The Executive acknowledges and agrees an Invention that the compensation received Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (i) relate, at the time of conception or reduction to practice of Invention, to either the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by the Executive for employment or services provided the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company those Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of not obligated to assign to the Company, to provide reasonable assistance, at Executive shall give the Company’s sole expense, with respect to the perfection, recordation or other documentation Company a right of the assignment of Company IP hereunder, first refusal on any and all such Inventions and the enforcement right to meet any firm offer of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designeeanother for such Inventions. The Company must exercise such right of first refusal within thirty (30) days of receipt of written notice from Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventionsetting forth such offer.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-Post- employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. The Executive acknowledges (a) Employee shall disclose all Inventions promptly and fully to the Company. (b) Except as excluded in Section 7(e) below, Employee hereby assigns, and agrees that all Company Inventions (including all intellectual property rights arising therein or theretoto assign, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the ExecutiveEmployee’s right, title and interest in and to all Company IP. The Executive acknowledges Inventions and agrees that all such Company Inventions shall be the compensation received by the Executive for employment or services provided Company’s sole and exclusive property to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions maximum extent permitted by law. (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure c) Employee shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon at the request of the Company (but without additional compensation from the Company): (i) execute any and at its expense, all papers and perform all lawful acts that the Executive will Company deems necessary for the preparation, filing, prosecution, and maintenance of applications for United States patents or copyrights and foreign patents or copyrights on any Company Inventions, (ii) execute such instruments as are necessary to assign to the Company or to the Company’s nominee, all of Employee’s right, title and interest in any Company Inventions so as to establish or perfect in the Company or in the Company’s nominee, the entire right, title and interest in such Company Inventions, and (iii) execute any other instrument and document instruments necessary or that the Company may deem desirable in applying for and obtaining connection with any continuation, renewal or reissue of any patents in any Company Inventions, renewal of any copyright registrations for any Company Inventions, or in the United States and in conduct of any foreign country with respect proceedings or litigation relating to any Company InventionInventions. The Executive further agrees, whether or not All expenses incurred by the Executive is then an employee or other service provider Employee by reason of the performance of any member of the obligations set forth in this Section 7(e) shall be borne by the Company. (d) Concurrent with Employee’s execution of this Agreement, Employee attaches a list and brief description of all unpatented inventions and discoveries, if any, made or conceived by Employee prior to Employee’s employment with the Company and that are to be excluded from this Agreement. If no such list is attached at the time of execution of this Agreement, it shall be conclusively presumed that Employee has waived any right Employee may have to any such invention or discovery which relates to the Company’s Business. (e) Provisions (a) through (d) of this Section 7 regarding assignment of right, title and interest do not apply to Inventions for which no equipment, supplies, facility or trade secret information of the Company Groupwas used and which was developed entirely on Employee’s own time, upon request unless (i) the Inventions relate either to the business of the Company, or to provide reasonable assistance, at the Company’s sole expenseactual or demonstrably anticipated research or development, with respect to or (ii) the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in Inventions result from any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, work directly or indirectly challenge performed by the validity or enforceability of Employee for the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) six months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and and, to the extent known, the physical, chemical, biological or other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, Company in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with without further compensation at the Executive’s customary hourly rate, together with but all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of performing his duties under this Section 4.12 Clause shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity validity, enforceability or enforceability of the Company’s ownership of, or rights with respect to, of any Company IP, including, including without limitation, limitation any patent issued on, or patent application filed in respect of, any Company Invention...

Ownership of Inventions. The Executive acknowledges A. During the Term of Employment, Employee agrees to promptly and agrees that all Company Inventions (including all intellectual property rights arising therein fully disclose to the Company, or theretoany persons designated by it, all rights of priority relating to patentsdiscoveries, improvements, inventions, formulas, ideas, processes, designs, techniques, know-how, data, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executivecomputer programs, whether or not patentable, made or conceived or reduced to practice or learned by Employee, either alone or jointly with others, during the twelve (12) months following Term of Employment that are specifically related to the Termination Date and relating in any way to work performed by the Executive for any member business of the Company Group (all said improvements, inventions, formulas, ideas, processes, designs, techniques, know-how, data, and computer programs shall be hereinafter collectively called "Inventions"). B. Employee agrees that all Inventions which Employee make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during Term of Employment shall be the Executive’s employment with or service for any member sole property of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions the maximum extent permitted by law and the Company shall be the sole owner of all patents, copyrights and exclusive other intellectual property of the Company; provided, however, that the Board (excluding the Executive) or other rights in its sole discretion may elect connection therewith. Employee agrees to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over assign to the Company all of the Executive’s any rights Employee may have or acquire in such Inventions and any right, title and interest in and any patents, copyrights, or patent or copyright applications based thereon. This Agreement does not require assignment of an invention which an employee cannot be obligated to all Company IPassign under federal or state law. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further However, Employee agrees to disclose any Inventions as required by Section X hereof regardless of whether Employee believes the Invention is protected by law, in writing order to permit the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practiceengage in a review process to determine such issues as may arise. Such disclosure shall be sufficiently complete received in technical detail and appropriately illustrated confidence by sketch or diagram the Company. Employee further understands that Employee bears the burden of proving that an Invention cannot belong to convey to one skilled in the art of which the Company Invention pertainsunder applicable federal or state laws. C. Employee agrees to perform, a clear understanding during and after Term of the natureEmployment, purpose, operations, and other characteristics of all acts deemed necessary or desirable by the Company Inventionto permit and assist it, at the Company's expense, in obtaining and enforcing patents, copyrights or other rights on such Inventions and improvements in any and all countries. The Executive Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Employee agrees to irrevocably designate and appoint the Company and its duly authorized officers and agents, as Employee's agents and attorneys-in-fact to act for and in Employee's behalf and instead of Employee, to execute and deliver such deeds file any applications or related filings and to do all other lawfully permitted acts to further the prosecution and issuance of assignment patents, copyrights or other documents of conveyance rights thereon with the same legal force and transfer effect as if executed by Employee. D. Notwithstanding the foregoing, Employee agrees to assign to the Company (or to any of its nominees) all rights which Employee may request have or acquire in any Invention, full title to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents which is required to be in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of by a contract between the Company Group, upon request and the United States or any of its agencies. E. Employee will be entitled to bonuses under the Company, 's Incentive Bonus Policy as in effect from time to provide reasonable assistance, at the Company’s sole expense, with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventiontime.

Ownership of Inventions. The (a) During the employment by the Company, Executive will have access to trade secrets, data, know-how, knowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, or trade secrets, whether patentable or not, and whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights works of priority relating authorship to patents, and all claims which Executive contributes shall be considered "works made for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are hire" and shall be the sole and exclusive property of the Company Company. (collectively, the “Company IP”). The b) Executive further acknowledges and agrees that Executive will neither utilize any rights arising in Confidential Information for Executive's own benefit or for the Executive in benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Invention Invented Confidential Information to any one outside the Company, or to any officer or employee of the Company not also having access to Confidential Information, at any time either during or after employment by the Company. (c) Executive agrees to disclose promptly, in writing to Executive's Supervisor, whether alone Company's Counsel and Chief Executive Officer, any Inventions that Executive may make, develop or jointly with othersconceive, solely or jointly, during the twelve (12) months following the Termination Date and relating in any way to work performed period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company. (d) If the Company chooses to prosecute applications for patents or copyrights for any member of such Inventions, the Company Group during shall assume the Executive’s employment with or service for any member entire expense of the Company Group (“Post-employment Inventions”)preparing, shall hereby be deemed to be Company Inventions filing and the sole and exclusive property of prosecuting such applications, through counsel appointed by the Company; provided, however, that the Board (excluding Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Executive) in its sole discretion may elect Company and do whatever is necessary or appropriate to compensate the obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any Post-employment Inventions. For consideration acknowledged and receivedreason, the Executive hereby irrevocably assignsauthorizes the Company to act as Executive's agent and to take whatever actions, conveys or execute whatever documents, may be needed to carry out this Agreement. (e) All records and sets over other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company, all documents, records, notebooks and other material of any kind pertaining to or containing Confidential Information then in Executive's possession, or under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally. (f) Executive shall not be obligated to assign any Invention which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are listed at the time of employment on the attached Exhibit "A." If no entry is made on Exhibit "A," then such entry shall be deemed to be "none," whether or not Exhibit "A" is signed by Executive. Except as listed on Exhibit "A," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company. (g) Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company, or any Invention not related to the business activities of the Company. (h) Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive’s right, title and interest 's rights in and to all Company IP. The Executive acknowledges and agrees an Invention that the compensation received Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (i) relate, at the time of conception or reduction to practice of Invention, to either the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by the Executive for employment or services provided the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company those Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of not obligated to assign to the Company, to provide reasonable assistance, at Executive shall give the Company’s sole expense, with respect to the perfection, recordation or other documentation Company a right of the assignment of Company IP hereunder, first refusal on any and all such Inventions and the enforcement right to meet any firm offer of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designeeanother for such Inventions. The Company must exercise such right of first refusal within thirty (30) days of receipt of written notice from Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventionsetting forth such offer.

Ownership of Inventions. The (a) During the employment by the Company, Executive will have access to trade secrets, data, know-how, knowledge or other confidential information originated in the Company or disclosed to the Company by others under agreements to hold the same confidential (collectively referred to as "Confidential Information"). Executive acknowledges that Confidential Information includes any information not readily available to the public, and includes not only technical information but also business information. In addition, Executive may, during the period of employment, create, make, develop or conceive inventions, discoveries, concepts, ideas, designs, works of authorship, developments, information, improvements, or trade secrets, whether patentable or not, and whether solely or jointly with others, which may or may not also constitute Confidential Information (collectively referred to as "Inventions"). Executive agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights works of priority relating authorship to patents, and all claims which Executive contributes shall be considered "works made for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are hire" and shall be the sole and exclusive property of the Company Company. (collectively, the “Company IP”). The b) Executive further acknowledges and agrees that Executive will neither utilize any rights arising in Confidential Information for Executive's own benefit or for the Executive in benefit of anyone except the Company, nor disclose, disseminate, lecture upon or publish articles about any Invention Invented Confidential Information to any one outside the Company, or to any officer or employee of the Company not also having access to Confidential Information, at any time either during or after employment by the Company. (c) Executive agrees to disclose promptly, in writing to Executive's Supervisor, whether alone Company's Counsel and Chief Scientific Officer, any Inventions that Executive may make, develop or jointly with othersconceive, solely or jointly, during the twelve (12) months following the Termination Date and relating in any way to work performed period of employment by the Company, or by its predecessors, successors in business, subsidiaries, parents or affiliates. All such Inventions shall be and remain the property of the Company. Executive hereby assigns to the Company all Executive's rights, titles and interests in and to any such Inventions, whether or not such Inventions may be reduced to practice during the period of Executive's employment, and to execute all patent or copyright applications, assignments and other documents, and to take all other steps necessary, to vest in the Company the entire right, title and interest in and to those Inventions and in and to any patents or copyrights obtainable therefor in the United States and in foreign countries, all at the Company's expense, but for no consideration to Executive in addition to Executive's salary or wages. Executive agrees to keep adequate records of all Inventions and make such records available to the Company. (d) If the Company chooses to prosecute applications for patents or copyrights for any member of such Inventions, the Company Group during shall assume the Executive’s employment with or service for any member entire expense of the Company Group (“Post-employment Inventions”)preparing, shall hereby be deemed to be Company Inventions filing and the sole and exclusive property of prosecuting such applications, through counsel appointed by the Company; provided, however, that the Board (excluding Company is under no obligation to prosecute such applications. Executive agrees to cooperate with the Executive) in its sole discretion may elect Company and do whatever is necessary or appropriate to compensate the obtain patents, copyrights or other legal protections for Inventions. If Executive is incapacitated or refuses to so cooperate for any Post-employment Inventions. For consideration acknowledged and receivedreason, the Executive hereby irrevocably assignsauthorizes the Company to act as Executive's agent and to take whatever actions, conveys or execute whatever documents, may be needed to carry out this Agreement. (e) All records and sets over other material pertaining to Confidential Information, whether developed by Executive or others, shall be and remain the property of the Company. Upon termination of Executive's employment with the Company, all documents, records, notebooks and other material of any kind pertaining to or containing Confidential Information then in Executive's possession, or under Executive's control, whether prepared by Executive or others, will be returned to the Company unconditionally. (f) Executive shall not be obligated to assign any Invention which relates to or would be useful in any business or activities in which the Company is engaged if such Invention was conceived and reduced to practice by Executive prior to Executive's employment with the Company, provided that all such Inventions are listed at the time of employment on the attached Exhibit "B." If no entry is made on Exhibit "B," then such entry shall be deemed to be "none," whether or not Exhibit "B" is signed by Executive. Except as listed on Exhibit "B," Executive will not assert any rights to any Inventions, as having been made or acquired by Executive prior to being employed by the Company. (g) Executive shall not be obligated to assign any Invention which may be wholly conceived by Executive after Executive leaves the employ of the Company, except that Executive is so obligated if such Invention shall involve the utilization of Confidential Information of the Company. (h) Notwithstanding anything in this Agreement to the contrary, Executive shall not be obligated to assign to the Company and of Executive’s right, title and interest 's rights in and to all Company IP. The Executive acknowledges and agrees an Invention that the compensation received Executive developed entirely on Executive's own time without using the Company's equipment, supplies, facilities or Confidential Information, except for those Inventions that either: (i) relate, at the time of conception or reduction to practice of Invention, to either the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by the Executive for employment or services provided the Company. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 OR ANY OTHER SUBSTANTIALLY EQUIVALENT LAW IN THE STATE IN WHICH THE EXECUTIVE IS EMPLOYED. With regard to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company those Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of not obligated to assign to the Company, to provide reasonable assistance, at Executive shall give the Company’s sole expense, with respect to the perfection, recordation or other documentation Company a right of the assignment of Company IP hereunder, first refusal on any and all such Inventions and the enforcement right to meet any firm offer of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designeeanother for such Inventions. The Company must exercise such right of first refusal within thirty (30) days of receipt of written notice from Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Inventionsetting forth such offer.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, Company in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with without further compensation at the Executive’s customary hourly rate, together with but all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

Ownership of Inventions. The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, assistance with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, Company in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with without further compensation at the Executive’s customary hourly rate, together with but all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.. Xxxxxxx Xxxxxxx Employment Agreement

Ownership of Inventions. The Executive acknowledges Other than with respect to MTTR Regulatory Strategy, MTTR and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property each of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive Consultants hereby irrevocably assigns, grants and conveys and sets over to the Company Oncobiologics all of the Executive’s its right, title and interest now existing or that may exist in the future in and to any Deliverable, document, development, invention, know-how, design, process, technique, trade secret, or idea, and all Company IPintellectual property rights related thereto, that is created, generated, authored, conceived or reduced to practice by each Consultant, in the course of performing Services and to the extent related to a Product under this Agreement (the “Inventions”), including all copyrights, trademarks, patents or other intellectual property rights relating thereto. The Executive acknowledges and MTTR agrees that any and all Inventions shall be and remain the compensation received by the Executive for employment or services provided property of Oncobiologics. MTTR will use Commercially Reasonable Efforts to the Company is adequate consideration for the foregoing assignmentpromptly disclose to Oncobiologics all Inventions, and in any event will promptly disclose to Oncobiologics any material Inventions. The Executive further MTTR agrees to disclose in writing to the Board any Company Inventions (includingexecute, without limitationat Oncobiologics’s request and expense, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, documents and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document instruments necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, confirm such assignment with respect to the perfectionInventions. In the event that MTTR does not, recordation or other documentation for any reason, execute such documents within a reasonable time of Oncobiologics’s request, MTTR and each of the assignment Consultants hereby irrevocably appoints Oncobiologics as MTTR’s or such Consultant’s attorney-in-fact solely for the purpose of Company IP hereunderexecuting such documents on MTTR’s (or such Consultant’s) behalf, which appointment is coupled with an interest. MTTR shall not attempt to register any works created by MTTR pursuant to this Agreement that pertain to Products at the U.S. Copyright Office, the U.S. Patent & Trademark Office, or any foreign copyright, patent, or trademark registry. MTTR retains no rights in the Inventions and the enforcement agrees not to challenge Oncobiologics’s ownership of the Companyrights embodied in the Inventions. MTTR and each of the Consultants further agrees, at Oncobiologics request and expense, to assist Oncobiologics in every proper way to enforce Oncobiologics’s rights relating to the Inventions in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IPcountries, including, without limitationbut not limited to, any patent issued onexecuting, or patent application filed verifying and delivering such documents and performing such other acts (including appearing as a witness) as Oncobiologics may reasonably request for use in respect ofobtaining, any Company Inventionperfecting, evidencing, sustaining and enforcing Oncobiologics’s rights to the Inventions.