Common use of OWNERSHIP OF THE WORK Clause in Contracts

OWNERSHIP OF THE WORK. (a) It is acknowledged that employees of both CCF and CMI are under an obligations to assign certain inventions and discoveries developed or conceived by them to CCF and CMI, respectively, during the term of their employment. CCF and CMI warrant and represent that their respective employees shall be obligated to execute instruments necessary to cause all rights in any Intellectual Property, whether sole or joint, to be assigned to CCF and CMI, respectively, prior to any involvement in the development work. (b) The parties represent that this Agreement does not and will not breach any agreement with others. The parties will not disclose to the other party, or induce the other party to use, any proprietary information belonging to others. The parties agree not to enter into any agreement either written or oral in conflict herewith. (c) New Invention or Discovery shall mean any invention or discovery conceived or reduced to practice during and as part of the development work performed pursuant to this Agreement. The terms conceived and firs reduced to practice shall be given the meaning of those terms as they appear in 35 USC Section 102(g). (d) The parties will retain title to any patent or other intellectual property rights in New Inventions or Discoveries made solely by their respective employees in the course of the development work performed pursuant to this Agreement. New Inventions or Discoveries made jointly be CCF and CMI shall be jointly owned by the parties. (e) For New Inventions or Discoveries developed solely by CCF and/or jointly by CCF and CMI, that may include a method for operating the Product or a method for performing a surgical procedure, using the Product, CMI will have a right of first refusal to obtain an exclusive, worldwide, royalty-bearing license to all of CCF's rights in the New Invention or Discovery, which must be exercised within one (1) year of CMI's receipt of notice of such New Invention or Discovery. If CMI commercializes such New Invention or Discovery, CMI shall pay CCF a royalty based upon the relative contribution of parties and commercial value of such New Invention or Discovery, according to the terms of a licensing agreement to be negotiated and executed prior to the grant of any license by CCF to CMI. In the event CMI fails to exercise its right of first refusal within this one (1) year period, CCF is unrestricted in its right to commercialize such New Invention or Discovery with no further obligation to CMI. For New Inventions or Discoveries developed solely by CCF and/or jointly by CCF and CMI, that attach directly to the Product (Attachments), CCF hereby grants CMI an exclusive, worldwide, royalty-bearing license, with right to sublicense, to all of CCF's rights in the Attachments. The specific terms of the license will be determined by the parties within twelve months of first disclosure by CCF to CMI of the Attachment. Unless otherwise agreed to by the parties, if CCF and CMI do not execute a license agreement within twelve months of disclosure of an Attachment, the license right in such Attachment granted herein is revoked whereby CMI is relieved of all obligations under the license and CCF is unrestricted in its right to commercialize such Attachment with no further obligation to CMI. The royalty rate payable to CCF based on gross sales of any licensed Attachment will be determined by mutual agreement of CCF and CMI on the basis of the following factors: cost for regulatory approval of the Attachment, measure of value added by the Attachment to the Zeus Product, relative contribution of the parties (if jointly invented), the commercial value of the Attachment, disposable/non-disposable/reusable nature of the Attachment, whether the innovation is patented or nonpatented, marketing/sale strategy of the Zeus Product and the Attachment, and such other factors as the parties deem appropriate for consideration. In addition to royalties, CCF and CMI agree to incorporate appropriate diligence terms to ensure that the Attachment is successfully commercialized, including reversion of the technology to CCF if CMI will not or can not commercialize the technology. In the event that the terms cannot be mutually agreed upon by both parties at the time of license execution, CCF and CMI agree to refer the matter to an objective third party with recognized expertise in medical device valuations. If CCF and CMI cannot agree upon a third party, they will submit the selection of the third party medical device expert to arbitration in accordance with the terms of Section 10 of this Agreement. (f) CMI shall be responsible for all patent costs for both CMI Intellectual Property and CMI/CCF Intellectual Property. CCF shall be responsible for patent costs for CCF Intellectual Property; however, CMI shall be responsible for patent costs for CCF Intellectual Property if CMI elects to license such technology from CCF as set out above in section (e) and CMI shall fully reimburse CCF for all patent cots incurred by CCF prior to CMI's exercise of

OWNERSHIP OF THE WORK. (a) It is acknowledged that employees The results of both CCF the efforts by Columbia and CMI are its personnel under an obligations to assign certain inventions this Agreement (the "Work"), and discoveries developed all revisions, amendments, modifications and enhancements and sequels thereto produced by Columbia, a third party acting on behalf of Columbia or conceived by them to CCF and CMI, respectivelyincluding but not limited to reports, during the term of their employment. CCF memoranda, studies, drawings, computer programs and CMI warrant appurtenant object code and represent that their respective employees source code, documentation, molds, copyrights, prototypes and models, shall be obligated to execute instruments necessary to cause all rights in any Intellectual Property, whether sole or joint, to be assigned to CCF and the exclusive property of CMI, respectively, prior to any involvement in the development work. (b) The parties represent In the event that this Agreement does not and will not breach Columbia shall make any agreement with others. The parties will not disclose modification, improvement or enhancement (an "Improvement") to the other partyProduct or the Technology which shall be sufficiently original and distinct so as not to constitute a derivative work thereof or otherwise infringe on the rights of CMI or others, Columbia and CMI shall enter into good faith negotiations with respect to the amount and form of compensation to which Columbia shall be entitled with respect thereto either in the form of a one-time fee or induce a royalty. In order to allow an evaluation of the other party modification, improvement or enhancement, Columbia will submit a confidential written report describing in reasonable detail the nature of the Improvements which may be compensable under the terms of this Paragraph 4(b) and identifying the inventors therefore. Such report shall be presented to useCMI not more than forty-five (45) days after the origination of the idea or concept relating to the Product or the Technology. CMI shall have sole and exclusive right to assignment of, and to prosecute and maintain any proprietary information belonging to othersand all patents arising from the activities contemplated by this Agreement, including any Improvement. The If no agreement on compensation can be reached between CMI and Columbia, both parties agree not to enter into any agreement either written or oral in conflict herewithsubmit this issue to binding arbitration. (c) New Invention or Discovery shall mean any invention or discovery conceived or reduced to practice during and as part of the development work performed pursuant to this Agreement. The terms conceived and firs reduced to practice shall be given the meaning of those terms as they appear in 35 USC Section 102(g). (d) The parties will retain Columbia acknowledges that no such title to any patent such enhancements, modifications, improvements, updates or other intellectual property rights in New Inventions or Discoveries derivative works made solely by their respective employees in Columbia to the course of the development work performed pursuant Technology, and related documentation, is granted by CMI to Columbia under this Agreement. New Inventions or Discoveries made jointly be CCF , and CMI that no such assertion shall be jointly owned made by the parties. (e) For New Inventions or Discoveries developed solely by CCF and/or jointly by CCF and CMI, that may include a method for operating the Product or a method for performing a surgical procedure, using the Product, CMI will have a right of first refusal to obtain an exclusive, worldwide, royalty-bearing license to all of CCF's rights in the New Invention or Discovery, which must be exercised within one (1) year of CMI's receipt of notice of such New Invention or DiscoveryColumbia. If CMI commercializes such New Invention or Discovery, CMI shall pay CCF a royalty based upon the relative contribution of parties and commercial value of such New Invention or Discovery, according Notwithstanding anything to the terms of a licensing agreement to be negotiated and executed prior to the grant of any license by CCF to CMI. In the event CMI fails to exercise its right of first refusal within contrary in this one (1) year periodParagraph 4(c), CCF is unrestricted in Columbia shall not assign or sublicense its right to commercialize such New Invention develop, modify and enhance the Technology to any entity (other than a subsidiary of Columbia or Discovery with no further obligation to CMI. For New Inventions any entity into which Columbia merges or Discoveries developed solely by CCF and/or jointly by CCF and which acquires substantially all of the stock or assets of Columbia) without the prior written consent of CMI, that attach directly to the Product (Attachments), CCF hereby grants CMI an exclusive, worldwide, royalty-bearing license, with right to sublicense, to all of CCF's rights in the Attachments. The specific terms of the license will be determined by the parties within twelve months of first disclosure by CCF to CMI of the Attachment. Unless otherwise agreed to by the parties, if CCF and CMI do not execute a license agreement within twelve months of disclosure of an Attachment, the license right in such Attachment granted herein is revoked whereby CMI is relieved of all obligations under the license and CCF is unrestricted in its right to commercialize such Attachment with no further obligation to CMI. The royalty rate payable to CCF based on gross sales of any licensed Attachment will be determined by mutual agreement of CCF and CMI on the basis of the following factors: cost for regulatory approval of the Attachment, measure of value added by the Attachment to the Zeus Product, relative contribution of the parties (if jointly invented), the commercial value of the Attachment, disposable/non-disposable/reusable nature of the Attachment, whether the innovation is patented or nonpatented, marketing/sale strategy of the Zeus Product and the Attachment, and such other factors as the parties deem appropriate for consideration. In addition to royalties, CCF and CMI agree to incorporate appropriate diligence terms to ensure that the Attachment is successfully commercialized, including reversion of the technology to CCF if CMI will not or can not commercialize the technology. In the event that the terms canwhich shall not be mutually agreed upon by both parties at the time of license execution, CCF and CMI agree to refer the matter to an objective third party with recognized expertise in medical device valuations. If CCF and CMI cannot agree upon a third party, they will submit the selection of the third party medical device expert to arbitration in accordance with the terms of Section 10 of this Agreementunreasonably withheld. (f) CMI shall be responsible for all patent costs for both CMI Intellectual Property and CMI/CCF Intellectual Property. CCF shall be responsible for patent costs for CCF Intellectual Property; however, CMI shall be responsible for patent costs for CCF Intellectual Property if CMI elects to license such technology from CCF as set out above in section (e) and CMI shall fully reimburse CCF for all patent cots incurred by CCF prior to CMI's exercise of