Common use of Inventions and Patents Clause in Contracts

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliate. The Executive shall promptly disclose such Work Product to the President and perform all actions reasonably requested by the President (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatesAffiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateAffiliate. The Executive shall promptly disclose such to the Board Work Product to conceived, developed or made by the President and Executive after the commencement of the Employment Period. The Executive shall perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her their agent and attorney-in-fact to execute any such papers on his or her their behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatessubsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed (and for the Non-Compete Period (as defined herein) if and to the extent such Work Product (as hereinafter defined) results from any work performed for the Company or its subsidiaries, any use of the Company’s or its subsidiaries’ premises or property or any use of Confidential Information) by the Company or any of its subsidiaries (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as as, the “Work Product”), belong in all instances to the Company or such affiliatesubsidiary. The Executive shall Employee will promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s or such subsidiaries’ ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or and any of its affiliates subsidiaries (whether during or after the Employment Period) in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product. Employee recognizes and agrees that the Work Product, to the extent copyrightable, constitutes works for hire under the conditions described in this sentencecopyright laws of the United States.

Inventions and Patents. The Executive agrees You agree that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos logos, medicinal and product candidate formulations and dosages, chemical compositions, mechanisms of action, medical procedures and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliatesAffiliates’ actual or anticipated businessbusinesses, research and development or existing products (or future products under development) or services and which are conceived, developed or made by the Executive you (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during your employment with the Company (including those conceivedCompany, developed or made prior to the date of this Agreement) together with all intellectual property rights therein, including, but not limited to, any patent applications, letters patentpatents, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and applications and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing foregoing, as well as any improvements to any inventions, technology, or trade secrets of the Company (collectively referred to herein as the “Work Product”), belong is the exclusive property of the Company and/or its Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) the Company or any of its Affiliates shall be the sole owner of all right, title and interest in such Work Product, including all instances intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically and hereby conveyed, assigned and transferred to the Company pursuant to this agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such affiliateexisting or new Work Product. The Executive shall You will take reasonable steps to promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of and its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliates’ actual or anticipated businessBusiness, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of his employment with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Employee hereby assigns and agrees to assign to the Company any rights he may have or acquire in such affiliateWork Product, whether created before, on, after or prior to the Effective Time. The Executive shall Employee agrees that his copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns and agrees to assign his entire right, title and interest in the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereonin the prosecution or defense of interferences relating to any Work Product, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the maintenance, enforcement and renewal of invention results from any rights that may be obtained, granted or vest therein, and (c) work performed by Employee for the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentenceCompany.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatesAffiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), constitute works for hire that automatically belong in all instances to the Company or such affiliateAffiliate. The Executive shall promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees You agree that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliatesthe Company Affiliates’ actual or anticipated businessbusinesses, research and development or existing products (or future products under development) or services and which are conceived, developed or made by the Executive you (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during your continued employment with the Company (including those conceivedCompany, developed or made prior to the date of this Agreement) together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) the Company or any of the Company Affiliates shall be the sole owner of all right, title and interest in such Work Product, including without limitation all instances intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this amended letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such affiliateexisting or new Work Product. The Executive shall You will take reasonable steps to promptly disclose such Work Product to the President CEO and Board and perform all actions reasonably requested by the President CEO and Board (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates and the Company Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s (or any of its affiliates’ actual or anticipated businesspredecessor’s) Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of her employment with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Employee hereby assigns and agrees to assign to the Company any rights she may have or acquire in such affiliateWork Product, whether created before, on, after or prior to the Effective Time. The Executive shall Employee agrees that her copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns and agrees to assign her entire right, title and interest in the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under to the conditions described in this sentenceextent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences.

Inventions and Patents. The Executive Consultant agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s 's or any of its affiliates’ ' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Consultant (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by Consultant is serving the Company under this Agreement (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “"Work Product”"), belong in all instances to the Company or such affiliate. The Executive Consultant shall promptly disclose such Work Product to the President Chief Executive Officer and perform all actions reasonably requested by the President Chief Executive Officer (whether during or after the Employment Consulting Period) to establish and confirm the Company’s 's ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive Consultant on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the ExecutiveConsultant, and the Executive Consultant hereby irrevocably designates and appoints each executive officer of the Company as his or her its agent and attorney-in-fact to execute any such papers on his or her its behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees You agree that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliatesAffiliates’ actual or anticipated businessbusinesses, research and development or existing products (or future products under development) or services and which are conceived, developed or made by the Executive you (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during your employment with the Company (including those conceivedCompany, developed or made prior to the date of this Agreement) together with all intellectual property rights therein, including, but not limited to, any patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing foregoing, but only with respect to the treatment of cancer in humans (collectively referred to herein as the “Work Product”), belong is the exclusive property of the Company and/or its Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) the Company or any of its Affiliates shall be the sole owner of all right, title and interest in such Work Product, including all instances intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such affiliateexisting or new Work Product. The Executive shall You will take reasonable steps to promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of and its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees Employee acknowledges that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos reports and all similar or related information (whether patentable or unpatentablenot patentable) which (i) relate to the Company’s or any of its affiliatessubsidiaries’ actual or anticipated business, research and development or existing or future products or services or (ii) result from any work performed by Employee for the Company or its subsidiaries, and which are conceived, developed or made by Employee during the Executive Noncompete Period (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other personas defined below) while employed by the Company (including those conceivedcollectively, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company or such affiliatesubsidiary; provided, however, that this Section 6 does not apply to any invention for which no equipment, supplies, materials, facilities, trade secrets, or other proprietary information of the Company or its subsidiaries was used and which was developed entirely on Employee’s own time, unless (i) the invention relates to the actual or anticipated business of the Company or its subsidiaries or to the Company’s or any of its subsidiaries’ actual or anticipated research or development, or existing or future products or services or (ii) the invention results from any work performed by Employee for the Company or its subsidiaries. The Executive Employee shall promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) ). The Parties acknowledge and provide reasonable assistance agree that Work Product is subject to this Section 6 and is Confidential Information unless and to the Company extent that such Work Product (i) becomes generally known to and available for use by the public or any persons knowledgeable in the Company’s industry other than as a result of its affiliates in connection with Employee’s acts or omissions which constitute a breach of this Agreement or (aii) Employee discloses such Work Product to the prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent Board and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his Board by vote or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect written consent waives its rights and interests in any Work Product, under the conditions described in this sentenceAgreement with respect thereto.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s (or any of its affiliates’ actual or anticipated businesspredecessor’s) Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of his employment with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Employee hereby assigns and agrees to assign to the Company any rights he may have or acquire in such affiliateWork Product, whether created before, on, after or prior to the Effective Time. The Executive shall Employee agrees that his or her copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns and agrees to assign his or her entire right, title and interest in the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under to the conditions described in this sentenceextent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences.

Inventions and Patents. The Executive agrees You agree that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliatesthe Company Affiliates’ actual or anticipated businessbusinesses, research and development or existing products (or future products under development) or services and which are conceived, developed or made by the Executive you (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during your employment with the Company (including those conceivedCompany, developed or made prior to the date of this Agreement) together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ mark applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) the Company or any of the Company Affiliates shall be the sole owner of all right, title and interest in such Work Product, including without limitation all instances intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such affiliateexisting or new Work Product. The Executive shall You will take reasonable steps to promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates and the Company Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliates’ actual or anticipated businessBusiness, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of his employment with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Employee hereby assigns and agrees to assign to the Company any rights he may have or acquire in such affiliateWork Product, whether created before, on, after or prior to the Effective Time. The Executive shall Employee agrees that his copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns and agrees to assign his entire right, title and interest in the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereonin the prosecution or defense of interferences relating to any Work Product, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the maintenance, enforcement and renewal of invention results from any rights that may be obtained, granted or vest therein, and (c) work performed by Employee for the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentenceCompany.

Inventions and Patents. (a) The Executive agrees that Participant has assigned to and does hereby assign to the Company, its Subsidiaries and/or Affiliates all right, title and interest to all patents and patent applications, all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos reports and all similar or related information (in each case whether patentable or unpatentablenot patentable), all copyrights and copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that both (a) which have been or will be conceived, reduced to practice, developed or made by the Participant during the Participant’s Service and (b) either (i) have been related to or relate to any of the Company’s or any of ’s, its affiliatesSubsidiaries’ and/or Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are services, or (ii) have been or will be conceived, reduced to practice, developed or made by the Executive (whether using any equipment, supplies, facilities, assets or not during usual business hours or on the premises resources of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing Company, its Subsidiaries and/or Affiliates (collectively referred to herein as the including but not limited to, any intellectual property rights) (“Work Product”), belong in all instances to the Company or such affiliate. The Executive Participant has disclosed and shall promptly disclose such Work Product to the President Company, its Subsidiaries and/or Affiliates and, at the expense of the Company, its Subsidiaries and/or Affiliates, has disclosed and shall perform all actions reasonably requested by the President Company, its Subsidiaries and/or Affiliates (whether during or after the Employment Periodterm of the Participant’s Service) to establish and confirm the Company’s ’s, its Subsidiaries’ and/or Affiliates’ ownership of such Work Product thereof (including, without limitation, the execution and delivery of assignments, consents, powers of attorney attorney, applications and other instruments) and provide reasonable assistance ). For purposes of this Section 10, references to the Company or any shall include all predecessor entities of the Company, its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, Affiliates and/or Subsidiaries. (b) To the maintenanceextent permitted by law, enforcement Section 10(a) includes all rights of paternity, integrity, disclosure and renewal of withdrawal and any other rights that may be obtainedknown as or referred to as “moral rights” (“Moral Rights”). To the extent the Participant has retained or may retain any such Moral Rights under applicable law, granted Participant has waived and does hereby waive any Moral Rights Participant might have in or vest therein, and (c) the prosecution and defense of with respect to any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on aforesaid works and agrees not to assert any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentenceMoral Rights with respect thereto.

Inventions and Patents. 3.3.1 The Executive agrees that any and all writings, documents, inventions, discoveries, processes, methods, designs, mask works, compositions of matter, formulations, computer programs or instructions (whether in source code, object code, or any other form), algorithms, formulae, plans, customer lists, vendor lists, memoranda, tests, research, designs, specifications, models, data, diagrams, flow charts, and/or techniques (whether reduced to written form or otherwise) that the Executive makes, conceives, discovers, or develops, either solely or jointly with any other person, at any time during the term of the Executive’s employment, whether during working hours or at the Company’s facility or at any other time or location, whether patentable or not, and whether upon the request or suggestion of the Company or otherwise, that relate to or are useful in any way in connection with any business now or planned to be carried on by the Company (collectively, the “Intellectual Work Product”) shall be the sole and exclusive property of the Company. The Executive agrees to promptly and fully disclose all the Intellectual Work Product to the Company, and the Executive shall have no claim for additional compensation for the Intellectual Work Product. 3.3.2 The Executive agrees that all inventionsIntellectual Work Product that is copyrightable shall be considered a work made for hire under the United States Copyright Act. To the extent that any copyrightable Intellectual Work Product may not be considered a work made for hire under the applicable provisions of copyright law, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliates’ actual or anticipated businessextent that, research and development or existing or future products or services and which are conceivednotwithstanding the foregoing provisions, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or may retain an interest in any affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Intellectual Work Product”), belong in all instances the Executive hereby irrevocably assigns and transfers to the Company any and all right, title, or such affiliateinterest that the Executive may have in the Intellectual Work Product under copyright, patent, trade secret, trademark and other law protecting proprietary or intellectual property rights, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Executive shall promptly disclose such Work Product to the President and perform all actions reasonably requested by the President (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as obtain and hold in its own name all registrations of copyrights, patents, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. 3.3.3 At the agent sole request and the attorney-in-fact expense of the ExecutiveCompany, either before or after the termination of my employment, the Executive shall assist the Company in acquiring and maintaining registrations under copyright, patent, trade secret, trademark and other laws protecting proprietary or intellectual property rights in, and the Executive hereby irrevocably designates confirming its title to, all Intellectual Work Product. The Executive’s assistance shall include signing all applications for copyrights, patents and appoints each executive officer of the Company as his other proprietary or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its intellectual property rights and interests other documents, cooperating in legal proceedings and taking any Work Product, under other steps considered desirable by the conditions described in this sentenceCompany.

Inventions and Patents. The Executive Mr. Vanella acknowledges and agrees that all inventions, ideas, innovations, improvements, modifications, data, test results▇▇▇▇▇▇▇▇▇nts, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliates’ actual or anticipated businessCompanies' businesses, research and development or existing or future products or services and which are conceived, developed or made by the Executive Mr. Vanella (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone ▇▇ ▇▇▇ ▇▇▇▇e or in conjunction with any other person) while employed by during Mr. Vanella's employment with the Company (including those conceivedTarpon, developed or made prior to the date of this Agreement) EWCO and BST, together with all patent wit▇ ▇▇▇ ▇▇▇▇▇▇ applications, letters patent, trademark, tradename trade name and service mark applications or registrations, copyrights and reissues thereof ▇▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “"Work Product”"), belong in all instances to the Company or such affiliateCompanies. The Executive shall Mr. Vanella will take all necessary steps to promptly disclose such Work Product ▇▇▇▇ ▇▇▇▇▇▇t to the President Companies and perform all actions reasonably requested by the President Companies (whether during before or after the Employment PeriodEffective Date) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Companies in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product. Mr. Vanella irrevocably waives, in favor of the Companies, their suc▇▇▇▇▇▇ ▇▇▇ assigns, all moral rights arising under the conditions described Copyright Act (Canada), as amended, or similar legislation in this sentenceany applicable jurisdiction, or at common law, that he may have now or in future with respect to any copyrightable material.

Inventions and Patents. The Executive agrees You agree that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliatesthe Company Affiliates’ actual or anticipated businessbusinesses, research and development or existing products (or future products under development) or services and which are conceived, developed or made by the Executive you (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during your employment with the Company (including those conceivedCompany, developed or made prior to the date of this Agreement) together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, tradename trade name and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) the Company or any of the Company Affiliates shall be the sole owner of all right, title and interest in such Work Product, including without limitation all instances intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such affiliateexisting or new Work Product. The Executive shall You will take reasonable steps to promptly disclose such Work Product to the President CEO and Board and perform all actions reasonably requested by the President CEO and Board (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates and the Company Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees You agree that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliatesthe Company Affiliates’ actual or anticipated businessbusinesses, research and development or existing products (or future products under development) or services and which are conceived, developed or made by the Executive you (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during your continued employment with the Company (including those conceivedCompany, developed or made prior to the date of this Agreement) together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) the Company or any of the Company Affiliates shall be the sole owner of all right, title and interest in such Work Product, including without limitation all instances intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such affiliateexisting or new Work Product. The Executive shall You will take reasonable steps to promptly disclose such Work Product to the CEO and President and perform all actions reasonably requested by the CEO and President (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates and the Company Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliates’ actual or anticipated businessBusiness, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of his employment with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Employee hereby assigns and agrees to assign to the Company any rights he may have or acquire in such affiliateWork Product, whether created before, ​ ​ on, after or prior to the Effective Time. The Executive shall Employee agrees that his copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns and agrees to assign his entire right, title and interest in the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereonin the prosecution or defense of interferences relating to any Work Product, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the maintenance, enforcement and renewal of invention results from any rights that may be obtained, granted or vest therein, and (c) work performed by Employee for the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentenceCompany.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to Executive’s work for the Company or which relate to the Company’s, SmartKem’s or any of its affiliatestheir Affiliates’ actual or anticipated businessbusinesses, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during the Company (including those conceivedTerm, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein in this Agreement as the “Work Product”), belong in all instances to the Company or such affiliateCompany. The Executive shall agrees to take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment PeriodTerm) at the Company’s expense, to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Company, at no out-of-pocket cost to Executive, in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereonin the prosecution or defense of interferences relating to any Work Product. Executive agrees that any such copyrightable work is work made for hire by Executive for the Company. Executive hereby assigns to the Company, (b) the maintenanceor waives if not assignable, enforcement all of Executive’s “moral rights” in and renewal of any rights that may be obtained, granted or vest thereinto all such Work Product, and (c) agrees promptly to execute any further specific assignments or waivers related to moral rights at the prosecution and defense request of any actions, proceedings, oppositions or interferences relating theretothe Company. If In the event that the Company is unable, unable to secure Executive’s signature after reasonable efforteffort in connection with any patent, trademark, copyright, mask work or other similar protection relating to secure the signature of the Executive on any such papersa Work Product, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and on Executive’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by Executive. Notwithstanding the foregoing, “work product” does not include any information or materials that Executive creates or develops entirely on Executive’s own time and for which no equipment, supplies, facilities, intellectual property, resources, employees or Confidential Information of the Company as his were used, unless the information or her agent and attorney-in-fact materials (i) relate to execute the Company’s business, (ii) relate to the Company’s actual or anticipated research or development or (iii) result from any such papers on his or her behalf, and to take any and all actions as work performed by Executive for the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under within the conditions described in this sentencescope of Executive’s employment.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s ' or any of its affiliates’ Affiliates' actual or anticipated businessbusiness , research and development or existing or future products or services and which work are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “"Work Product”"), belong in all instances to the Company or such affiliateAffiliate. The Executive shall promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s 's ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Consultant agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s 's or any of its affiliates’ Affiliates' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Consultant (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this the Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateAffiliate. The Executive Consultant shall promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Management Consulting Period) to establish and confirm the Company’s 's ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive Consultant on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the ExecutiveConsultant, and the Executive Consultant hereby irrevocably designates and appoints each executive officer of the Company as his her or her agent and attorney-in-fact to execute any such papers on his her or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this the sentence.

Inventions and Patents. The To the maximum extent permitted by applicable law, Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliates’ actual or anticipated business, research and development Business or existing or future products or services of Company and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this AgreementEffective Date) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateCompany. The Executive shall promptly disclose such Work Product to the President and will perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to Company, at the expense of Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall will be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her Executive’s agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s the Company or any of its affiliatessubsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed (and for the Non-Compete Period (as defined herein) if and to the extent such Work Product (as hereinafter defined) results from any work performed for the Company or its subsidiaries, any use of the Company’s or its subsidiaries’ premises or property or any use of Confidential Information) by the Company or any of its subsidiaries (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as as, the “Work Product”), belong in all instances to the Company or such affiliatesubsidiary. The Executive shall Employee will promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s or such subsidiaries’ ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or and any of its affiliates subsidiaries (whether during or after the Employment Period) in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product. Employee recognizes and agrees that the Work Product, to the extent copyrightable, constitutes works for hire under the conditions described in this sentencecopyright laws of the United States.

Inventions and Patents. The (a) To the maximum extent permitted by applicable law, subject to Section 7(b) below, Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliates’ actual or anticipated business, research and development Business or existing or future products or services of Company and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other personPerson (defined below)) while employed by the Company (including those conceived, developed or made prior to the date of this AgreementEffective Date) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateCompany. The Executive shall promptly disclose such Work Product to the President and will perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to Company, at the expense of Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall will be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her Executive’s agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence. As used in this Agreement, “Person” means any corporation, association, joint venture, partnership, limited liability company, organization, business, individual, trust, government or agency or political subdivision thereof or other legal entity. (b) Subject to the representations and conditions set forth in this Agreement, as between Company, Executive and Corespeed, Executive (or Corespeed, as applicable) retains all rights to all intellectual property listed in Exhibit “B” herein (the “Executive IP”). (c) Executive will not cause or permit Company IP to contain, copy, use, rely upon, derive from, or license any Executive IP without the Board’s prior written consent and only after Executive identifies to the Board in writing the specific Executive IP and the intended use of such Executive IP. In each event that Company IP contains, copies, uses, relies upon, derives from, or licenses any Executive IP at any time during the Employment Period, on behalf of Executive and Corespeed, Executive hereby grants Company a non-exclusive, transferable, royalty-free, fully paid, perpetual, irrevocable, worldwide license, with right of sublicense through multiple levels of sublicense, under all of Executive and Corespeed’s intellectual property rights in and to any and all applicable Executive IP to: (a) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Executive IP in any medium or format, whether now known or hereafter discovered, and (b) use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Executive IP.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentablenot patentable) which relate to the Company’s or any of its affiliatesAffiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other personPerson) while employed by the Company (including those conceived, developed or made prior and for the Restrictive Period if and to the date extent such Work Product (as defined below) results from any work performed for the Company, any use of this Agreement) the Company’s premises or property or any use of the Company’s Confidential Information together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as as, the “Work Product”), belong in all instances to the Company or such affiliatesubsidiary. The Executive shall will promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President and/or the Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates subsidiaries (whether during or after the Employment Period) in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product. The Executive recognizes and agrees that the Work Product, to the extent copyrightable, constitutes works made for hire under the conditions described in this sentencecopyright laws of the United States.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s ’ or any of its affiliatesAffiliates’ actual or anticipated businessbusiness , research and development or existing or future products or services and which work are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateAffiliate. The Executive shall promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatesAffiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other personPerson) while employed by the Company (including those conceived, developed or made prior and for the Restrictive Period if and to the date extent such Work Product (as defined below) results from any work performed for the Company, any use of this Agreement) the Company’s premises or property or any use of the Company’s Confidential Information together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as as, the “Work ProductProduce”)), belong in all instances to the Company or such affiliatesubsidiary. The Executive shall will promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President and/or the Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates subsidiaries (whether during or after the Employment Period) in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product. The Executive recognizes and agrees that the Work Product, to the extent copyrightable, constitutes works for hire under the conditions described in this sentencecopyright laws of the United States.

Inventions and Patents. The Executive agrees You agree that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos logos, recipes, formulas and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliates’ actual or anticipated businessbusinesses, research and development or existing products (or future products under development) or services and which are conceived, developed or made by the Executive you (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during your employment with the Company (including those conceivedCompany, developed or made prior to the date of this Agreement) together with all intellectual property rights therein, including, but not limited to, any patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ mark applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong is the exclusive property of the Company and/or its affiliates. For the avoidance of doubt and without limiting the foregoing, (a) the Company or an of its affiliates shall be the sole owner of all right, title and interest in such Work Product, including all instances intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (b) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such affiliateexisting or new Work Product. The Executive shall You will take reasonable steps to promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of and its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Contractor agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s (or any of its affiliates’ actual or anticipated businesspredecessor’s) Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Contractor (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of his engagement with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Contractor hereby assigns and agrees to assign to the Company any rights he may have or acquire in such affiliateWork Product, whether created before, on, after or prior to the effective date of this Agreement. The Executive shall Contractor agrees that his copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Contractor hereby assigns and agrees to assign his entire right, title and interest in the copyright to such works to the Company. Contractor will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment PeriodTerm) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under to the conditions described in this sentenceextent the assistance of Contractor is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s 's or any of its affiliates’ Affiliates' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateAffiliate. The Executive shall promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s 's ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test resultsideas, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatesAffiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”” ), belong in all instances to the Company or such affiliateAffiliate. The Executive Employee shall promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s or its Affiliates’ ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the ExecutiveEmployee, and the Executive Employee hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatesAffiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other personPerson) while employed by the Company (including those conceived, developed or made prior and for the Restrictive Period if and to the date extent such Work Product (as defined below) results from any work performed for the Company, any use of this Agreement) the Company’s premises or property or any use of the Company’s Confidential Information together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as as, the “Work Product”)), belong in all instances to the Company or such affiliatesubsidiary. The Executive shall will promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Board and/or the CEO (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates subsidiaries (whether during or after the Employment Period) in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, providing that if Executive is no longer employed by the Company, the Company shall pay Executive a reasonable consulting fee for all services performed under this section. The Executive recognizes and agrees that the Work Product, to the extent copyrightable, constitutes works for hire under the conditions described in this sentencecopyright laws of the United States.

Inventions and Patents. The Executive Contractor agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s (or any of its affiliates’ actual or anticipated businesspredecessor’s) Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Contractor (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of his engagement with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Contractor hereby assigns and agrees to assign to the Company any rights he may have or acquire in such affiliateWork Product, whether created before, on, after or prior to the effective date of this Agreement. The Executive shall Contractor agrees that his copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Contractor hereby assigns and agrees to assign his entire right, title and interest in the copyright to such works to the Company. Contractor will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment PeriodTerm) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under to the conditions described in this sentenceextent the assistance of Contractor is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences.

Inventions and Patents. (a) The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement), or results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted by the Company, together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances exclusively to the Company or such affiliateaffiliate as works made for hire or otherwise to the fullest extent permitted by applicable law. The Executive will keep and maintain adequate and current written records of all Work Product made by him (in the form of notes, sketches, drawing and other records as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times. The Executive shall promptly disclose such Work Product to the President and perform all actions reasonably requested by the President (whether during or after the Employment Period) to establish and confirm the Company’s sole ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence. (b) The Executive agrees that he shall not incorporate into any Work Product any discovery, process, design, software code, technology, device, trade secret, improvement in any of the forgoing or other ideas, whether or not patentable and whether or not reduced to practice, made or conceived by him (whether solely or jointly with others) that does not result from any work performed by him for the Company or which he made prior to his employment by the Company (“Other Inventions”). Executive agrees to notify the Company in writing before he makes any disclosure or performs work on behalf of the Company that appears to threaten or conflict with Other Inventions. (c) In addition to damages and any other rights the Company may have, the Company shall have the right to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of Section 8 of this Agreement, it being agreed that money damages alone would be inadequate to compensate the Company and would be an inadequate remedy for such breach. The rights and remedies of the parties to this Agreement are cumulative and not alternative.

Inventions and Patents. The Executive agrees (a) In the event that all inventionsthe Employee, ideasas part of the Employee’s activities on behalf of the Company, innovationsgenerates, improvementsauthors or contributes to any invention, modificationsdevelopments, datadiscoveries, test resultsnew development device, technical product, proprietary information, systems, software developments, methods, designs, analyses, drawings, reports, service marksprocess or method, trademarks, trade names, logos logos, art work slogans, know- how, source code, application development, designs, drawings, plans, business plans or models, blue prints, utility models, whether or not patentable and all whether or not reduced to practice, any copyrightable work, any trade secret, any other Confidential Information, any other intellectual property, or any information that gives the Company Group an advantage over any competitor, or similar or related developments or information related to the Company Group’s present or future business (whether patentable collectively “Intellectual Property”), the Employee acknowledges that all such Intellectual Property is the exclusive property of the Company or unpatentable) which relate the relevant Affiliate of the Company, as applicable. For the avoidance of doubt, the Company shall also have a right to freely develop and alter such material, results, and intellectual property rights and to license and assign them to third parties. All Intellectual Property prepared in whole or in part by the Employee will be deemed to be made under a contract of service under all applicable laws, and the Company or the relevant Affiliate of the Company, as applicable, will own all of the rights comprised in the copyright therein. The Employee hereby transfers and assigns to the Company or the relevant Affiliate of the Company, as applicable, and their respective nominees, successors and assigns, all rights, title, and interest in and to all Intellectual Property, together with the rights to sub-license or transfer any and all rights assigned hereunder to third parties, in perpetuity. The Employee agrees that such assignment shall be perpetual, worldwide, and royalty-free. The Employee will promptly and fully disclose all Intellectual Property to the Company and will cooperate with the Company or the relevant Affiliate of the Company, as applicable, to protect the Company’s or any the relevant Affiliate of its affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliate. The Executive shall promptly disclose such Work Product to the President and perform all actions reasonably requested by the President (whether during or after the Employment Period) to establish and confirm the Company’s ownership of (as applicable), interests in and rights to such Work Product Intellectual Property (including, without limitation, communicating and giving full information as to the execution exact mode of working and delivery usage of assignmentsthe same and all such explanations and instructions to enable the Company to work the same effectively, consentsproviding reasonable assistance in securing patent protection and copyright registrations and executing all documents as reasonably requested by the Company or the relevant Affiliate of the Company, as applicable, whether such requests occur prior to or after termination of the Employee’s employment with the Company). The Employee shall execute and file any document related to any Intellectual Property requested by the Board or the relevant Affiliate of the Company, as applicable, without any charge or compensation, including applications, powers of attorney attorney, assignments or other instruments which the Board or the relevant Affiliate of the Company, as applicable, deems necessary to apply for any patent, copyright or other proprietary right in any and other instrumentsall countries or to convey any right, title or interest therein to any of the Company’s or the relevant Affiliate of the Company’s (as applicable) nominees, successors and provide reasonable assistance assignees. In the event that the Company initiates or defends any legal action with regard to enforcing its rights in relation to the Intellectual Property, the Employee shall cooperate fully with the Company or any at the cost of its affiliates the Company in connection with (a) the prosecution or defense of any applications for patentssuch action, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, both during and after termination of employment. (b) Notwithstanding the maintenanceprovisions of Section 19(4) of the Copyright Act, enforcement and renewal of any 1957, such assignment in so far as it relates to copyrightable material shall not lapse nor the rights that may be obtainedtransferred therein revert to the Employee, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If even if the Company is unabledoes not exercise the rights under the assignment within a period of one year from the date of assignment. The Employee further acknowledges and agrees that he/she shall waive any right to and shall not raise any objection or claims to the Copyright Board with respect to the assignment, after reasonable effort, pursuant to secure the signature Section 19A of the Executive on any such papersCopyright Act, any executive officer of 1957. The Employee also agrees to assist and cooperate with the Company shall be entitled to execute any such papers as in perfecting the agent and Company’s rights in the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentenceIntellectual Property.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliates’ actual or anticipated businessBusiness, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of his employment with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ mark applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Employee hereby assigns and agrees to assign to the Company any rights he may have or acquire in such affiliateWork Product, whether created before, on, after or prior to the Effective Time. The Executive shall Employee agrees that his copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns and agrees to assign his entire right, title and interest in the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereonin the prosecution or defense of interferences relating to any Work Product, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the maintenance, enforcement and renewal of invention results from any rights that may be obtained, granted or vest therein, and (c) work performed by Employee for the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentenceCompany.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatesAffiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateAffiliate. The Executive shall promptly disclose such to the Board Work Product to conceived, developed or made by the President and Executive after the commencement of the Employment Period. The Executive shall perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees You agree that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliatesthe Company Affiliates’ actual or anticipated businessbusinesses, research and development or existing products (or future products under development) or services and which are conceived, developed or made by the Executive you (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during your employment with the Company (including those conceivedCompany, developed or made prior to the date of this Agreement) together with all intellectual property rights therein, including without limitation any patent applications, letters patent, trademark, tradename trade name and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong is the exclusive property of the Company and/or the Company Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) the Company or any of the Company Affiliates shall be the sole owner of all right, title and interest in such Work Product, including without limitation all instances intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically conveyed, assigned and transferred to the Company pursuant to this letter agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such affiliateexisting or new Work Product. The Executive shall You will take reasonable steps to promptly disclose such Work Product to the President Board and perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, including without limitation, limitation the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates and the Company Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇m▇▇▇ applications or registrations, copyrights, reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliate. The Executive shall promptly disclose such Work Product to the President Chief Executive Officer and perform all actions reasonably requested by the President Chief Executive Officer (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatesAffiliates’ actual or anticipated business, research and development or existing or future anticipated products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇m▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateAffiliate. The Executive shall promptly disclose such to the Board Work Product to conceived, developed or made by the President and Executive after the commencement of the Employment Period. The Executive shall perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described . Nothing in this sentenceSection 6 shall apply to an invention that Executive developed entirely on her own time without using the Company’s equipment, supplies, facilities, or trade secret information, except for those inventions that either (1) relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or (2) result from any work performed by Executive for the Company. Further, nothing in this Section 6 shall apply to inventions that were owned by Executive prior to her employment with Company (“Excluded Inventions”). Such excluded inventions are listed herein as follows: Influencer Database, a proprietary algorithmic methodology, to weigh and rank the most influential global technical analysts.

Inventions and Patents. The Executive Employee agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, certifications, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliates’ actual or anticipated businessBusiness, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in in-conjunction with any other person) while employed by in the course of her employment with the Company (including those conceivedor relationship with the Company or any predecessor, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), ) belong in all instances to the Company. Employee hereby assigns and agrees to assign to the Company any rights she may have or acquire in such affiliateWork Product, whether created before, on, after or prior to the Effective Time. The Executive shall Employee agrees that her copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the United States Code, and if any such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns and agrees to assign her entire right, title and interest in the copyright to such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment Period) to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereonin the prosecution or defense of interferences relating to any Work Product, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences. Notwithstanding the foregoing, this Section 8 does not require Employee to assign or offer to assign any of Employee’s rights to an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the maintenance, enforcement and renewal of invention results from any rights that may be obtained, granted or vest therein, and (c) work performed by Employee for the prosecution and defense of any actions, proceedings, oppositions or interferences relating thereto. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentenceCompany.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Executive’s work for the Company or which relate to the Company’s or any of its affiliates’ actual or anticipated Affiliate’s business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by during the Company (including those conceivedTerm, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ mark applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein in this Agreement as the “Work Product”), belong in all instances to the Company or such affiliateCompany. The Executive shall agrees to take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment PeriodTerm) at the Company’s expense, to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Company, at no out-of-pocket cost to the Executive, in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereonin the prosecution or defense of interferences relating to any Work Product. The Executive agrees that any such copyrightable work is work made for hire by the Executive for the Company. The Executive hereby assigns to the Company, (b) or waives if not assignable, all of the maintenance, enforcement Executive's “moral rights” in and renewal of any rights that may be obtained, granted or vest thereinto all such Work Product, and (c) agrees promptly to execute any further specific assignments or waivers related to moral rights at the prosecution and defense request of any actions, proceedings, oppositions or interferences relating theretothe Company. If In the event that the Company is unable, after reasonable effort, unable to secure the Executive’s signature of the Executive on after reasonable effort in connection with any such paperspatent, any executive officer of the Company shall be entitled trademark, copyright, mask work or other similar protection relating to execute any such papers as the agent and the attorney-in-fact of the Executivea Work Product, and the Executive hereby irrevocably designates and appoints each executive officer 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 and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by the Executive. Notwithstanding the foregoing, “work product” does not include any information or materials that the Executive creates or develops entirely on the Executive’s own time and for which no equipment, supplies, facilities, intellectual property, resources, employees or Confidential Information of the Company as his were used, unless the information or her agent and attorney-in-fact materials (i) relate to execute the Company’s business, (ii) relate to the Company’s actual or anticipated research or development or (iii) result from any such papers on his or her behalf, and to take any and all actions as work performed by the Executive for the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under within the conditions described in this sentencescope of the Executive’s employment.

Inventions and Patents. The Executive Consultant agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Consultant’s work for the Company or which relate to the Company’s or any of its affiliates’ actual or anticipated Affiliate’s business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Consultant (whether or not during usual business hours or on the premises of the Company or any affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived), developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename trade name and service ▇▇▇▇ mark applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein in this Agreement as the “Work Product”), belong in all instances to the Company or such affiliateCompany. The Executive shall Consultant agrees to take reasonable steps to promptly disclose such Work Product to the President Company and perform all actions reasonably requested by the President Company (whether during or after the Employment PeriodTerm) at the Company’s expense, to establish and confirm the Company’s such ownership of such Work Product (including, without limitation, including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Company, at no out-of-pocket cost to the Consultant, in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereonin the prosecution or defense of interferences relating to any Work Product. The Consultant agrees that any such copyrightable work is work made for hire by the Consultant for the Company. The Consultant hereby assigns to the Company, (b) or waives if not assignable, all of the maintenance, enforcement Consultant’s “moral rights” in and renewal of any rights that may be obtained, granted or vest thereinto all such Work Product, and (c) agrees promptly to execute any further specific assignments or waivers related to moral rights at the prosecution and defense request of any actions, proceedings, oppositions or interferences relating theretothe Company. If In the event that the Company is unable, after reasonable effort, unable to secure the Consultant’s signature of after reasonable effort in connection with any patent, trademark, copyright, mask work or other similar protection relating to a Work Product, the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive Consultant hereby irrevocably designates and appoints each executive officer the Company and its duly authorized officers and agents as the Consultant’s agent and attorney in fact, to act for and on the Consultant’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by the Consultant. Notwithstanding the foregoing, “work product” does not include any information or materials that the Consultant creates or develops entirely on the Consultant’s own time and for which no equipment, supplies, facilities, intellectual property, resources, employees or Confidential Information of the Company as his were used, unless the information or her agent and attorney-in-fact materials (i) relate to execute the Company’s business, (ii) relate to the Company’s actual or anticipated research or development or (iii) result from any such papers on his or her behalf, and to take any and all actions as work performed by the Consultant for the Company may deem necessary within the scope of the Consultant’s employment. The Company acknowledges that any inventions and work prior by Consultant to this Agreement not related to Espero Pharmaceuticals, Inc., the Company or desirable in order the Company’s asset tecarfarin shall belong to protect its rights Consultant and interests in any Work Product, under the conditions described in this sentenceCompany shall have no claim of ownership.

Inventions and Patents. The Executive agrees that all inventions, ideas, innovations, improvements, modifications, data, test results, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate relates to the Company’s or any of its affiliatesAffiliates’ actual or anticipated businessgas to liquid business or other applications therefrom or any business or application relating to the Havelide Purchased Assets or Coalthane Purchased Assets, research and development or existing or future products or services relating to Havelide or Coalthane technologies and which are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any affiliate Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service ▇▇▇▇ applications or registrations, copyrights, copyrights and reissues thereof and any other legal protection thereon that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or such affiliateAffiliate. The Executive shall promptly disclose such to the Board Work Product to conceived, developed or made by the President and Executive after the commencement of the Employment Period. The Executive shall perform all actions reasonably requested by the President Board (whether during or after the Employment Period) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates Affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, marks or reissues thereof or other legal protection thereon, (b) the maintenance, enforcement and renewal of any rights that may be obtained, granted or vest therein, and (c) in the prosecution and or defense of any actions, proceedings, oppositions or interferences relating theretoto any Work Product. If the Company is unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his or her their agent and attorney-in-fact to execute any such papers on his or her their behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product, under the conditions described in this sentence.