Common use of Patents and Trade Secrets Clause in Contracts

Patents and Trade Secrets. 1. Executive shall promptly disclose and shall and hereby does assign and transfer to United Therapeutics all right, title and interest in and to any patentable or unpatentable inventions, discoveries, and ideas which are made or conceived in whole or in part by or on behalf of Executive in the course of or as a result of his employment hereunder, or that relate directly to, or involve the use of Confidential Information and the Work. In the event that Executive has any right in the work which cannot be assigned, Executive agrees to waive enforcement worldwide of such right against United Therapeutics, its successors, distributors, licensees and assigns or, if necessary, hereby grants a fully-paid up worldwide exclusive license to United Therapeutics with the right to sublicense and assign. 2. Executive shall timely assist United Therapeutics in the filing and prosecution of patent applications covering such inventions, discoveries or ideas and will promptly execute and furnish any and all documents as may be required to establish United Therapeutics’ sole and exclusive ownership thereof. Executive hereby grants United Therapeutics the exclusive right, and appoints United Therapeutics as Executive’s attorney-in-fact (such power of attorney being coupled with an interest therein) to execute and prosecute an application for domestic and/or foreign patent or other statutory protection, and Executive shall execute and deliver to United Therapeutics, without charge to United Therapeutics but at United Therapeutics’ expense, such other documents of registration and recordation, and do such other acts, such as give testimony in support of Executive’s inventorship, as may be necessary in the opinion of United Therapeutics to vest in United Therapeutics or any other party nominated by United Therapeutics, or otherwise to protect, the exclusive rights conveyed and/or granted to United Therapeutics pursuant to this Agreement. 3. In the event that United Therapeutics decides not to pursue patent protection for any discovery or creation made by Executive, and instead decides to protect the discovery or creation pursuant to the trade secret laws of any jurisdiction, such decision shall not be construed as a waiver of United Therapeutics’ rights pursuant to this Agreement. At United Therapeutics’ expense, Executive shall also take whatever steps are necessary to sustain United Therapeutics’ claim to such trade secrets, including but not limited to: (i) maintaining the confidential nature of any such discoveries or creations; and (ii) testifying and providing other support and substantiation for United Therapeutics’ claims with regard to the discovery or creation. 4. With respect to discoveries made by Executive, Executive shall maintain notebooks and other records adequate to describe such discovery to others conversant in the subject of the technology and to establish the date and circumstances of such discovery. Executive shall notify United Therapeutics of any such discoveries and shall make copies of all documents or reports relating to such discoveries available to United Therapeutics. Any discovery shall be reported to United Therapeutics regardless of whether, in Executive’s opinion, a given discovery is of value to United Therapeutics, or is protectable under patent, copyright or the laws of any jurisdiction.

Patents and Trade Secrets. 1. Executive KTI shall promptly disclose and shall and hereby does assign and transfer to United Therapeutics all right, title and interest in and to any patentable or unpatentable inventions, discoveries, and ideas which are made or conceived in whole or in part by or on behalf of Executive KTI in the course of or as a result of his employment the services performed hereunder, or that relate directly to, or involve the use of Confidential Information and the Work, and that are in the area of technology of the Work. In the event that Executive KTI has any right in the work Work which cannot be assigned, Executive KTI agrees to waive enforcement worldwide of such right against United Therapeutics, its successors, distributors, licensees and assigns or, if necessary, hereby grants a fully-paid up worldwide exclusive license to United Therapeutics with the right to sublicense and assign. 2. Executive KTI shall timely assist United Therapeutics in the filing and prosecution of patent applications covering such inventions, discoveries or ideas and will promptly execute and furnish any and all documents as may be required to establish United Therapeutics’ sole and exclusive ownership thereof. Executive KTI hereby grants United Therapeutics the exclusive right, and appoints United Therapeutics as ExecutiveKTI’s attorney-in-fact (such power of attorney being coupled with an interest therein) to execute and prosecute an application for domestic and/or foreign patent or other statutory protection, and Executive KTI shall execute and deliver to United Therapeutics, without charge to United Therapeutics but at United Therapeutics’ expense, such other documents of registration and recordation, and do such other acts, such as give testimony in support of ExecutiveKTI’s inventorship, as may be necessary in the opinion of United Therapeutics to vest in United Therapeutics or any other party nominated by United Therapeutics, or otherwise to protect, the exclusive rights conveyed and/or granted to United Therapeutics pursuant to this Agreement. 3. In the event that United Therapeutics decides not to pursue patent protection for any discovery or creation made by ExecutiveKTI, and instead decides to protect the discovery or creation pursuant to the trade secret laws of any jurisdiction, such decision shall not be construed as a waiver of United Therapeutics’ rights pursuant to this Agreement. At United Therapeutics’ expense, Executive KTI shall also take whatever steps are necessary to sustain United Therapeutics’ claim to such trade secrets, including but not limited to: (i) maintaining the confidential nature of any such discoveries or creations; and (ii) testifying and providing other support and substantiation for United Therapeutics’ claims with regard to the discovery or creation. 4. With respect to discoveries made by ExecutiveKTI, Executive KTI employees, consultants, agents and contractors shall maintain notebooks and other records adequate to describe such discovery to others conversant in the subject of the technology and to establish the date and circumstances of such discovery. Executive KTI employees, agents and contractors shall notify United Therapeutics of any such discoveries and shall make copies of all documents or reports relating to such discoveries available to United Therapeutics. Any discovery shall be reported to United Therapeutics regardless of whether, in ExecutiveKTI’s opinion, a given discovery is of value to United Therapeutics, or is protectable under patent, copyright or the laws of any jurisdiction.