Assignment of Proprietary Rights. The Employee hereby assigns, transfers and conveys to the applicable Company Group member any Work Product designed by the Company, and shall assign, transfer and convey thereto, all right, title and interest in and to all inventions, ideas, improvements, designs, processes, patent rights, copyrights, trademarks, service marks, trade names, trade secrets, trade dress, data, discoveries and other proprietary assets and proprietary rights in and of the Work Product (the “Proprietary Rights”) for the applicable Company Group member’s exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereof

Assignment of Proprietary Rights.Information and Work Product. The Employee hereby assigns, transfers and conveysshall not use or bring to the applicable Company Group member any Work Product designed bytechnical information, data, trade secrets, processes, formulae, inventions or other intellectual property that are proprietary, and not subject to a valid licensing agreement, to any person other than the Company,Company Group. The Employee acknowledges and shall assign, transferagrees that all proprietary interests including all patent rights, trade secrets and convey thereto, all right, title and interestconfidential information in and to all inventions, ideas, improvements, designs, processes, patent rights, copyrights, trademarks, service marks, trade names, trade secrets, trade dress, data, discoveries and other proprietary assets and proprietary rights in andany product of the Company Group’s business (the “Work Product”) is the sole and exclusive property of the Company or such other party as the Company may from time to time designate, and the Employee hereby assigns to the Company or to such other party as the Company may direct all such rights which the Employee possesses or may possess or is entitled to or which vests or may vest in connection with the Work Product (the “Proprietary Rights”) forProduct. The Employee agrees to execute all such instruments, certificates or documents required by the applicable Company Group member’s exclusiveto confirm such ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereofimplement such assignment.

Assignment of Proprietary Rights. TheInventions. All inventions, modifications, alterations, enhancements, betterments, ideas, designs, techniques, know-how or discoveries which are the result, directly or indirectly, from Employee’s employment and/or affiliation with the Company and/or the Employee’s access to Confidential Information (collectively “Inventions”) shall be the sole and exclusive property of the Company and are considered a “work made for hire" for the purposes of the Company’s rights under copyright and other laws. All copyrights, patents, trade secrets, or other intellectual property rights associated with any Inventions, processes, or works of authorship developed or created by Employee hereby assigns, transfers and conveysduring the course of performing Company work (collectively, “Work Product”) shall belong exclusively to the applicable Company Group memberand shall, to the extent possible, be considered a “work made for hire.” Employee automatically assigns to the Company, at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest Employee may have in such Work Product designed byProduct, including any copyrights or other intellectual property rights pertaining thereto. Upon request of the Company, and at its sole expense, Employee shall assign, transfertake such further actions, including execution and convey thereto, all right, titledelivery of instruments of conveyance, as may be appropriate to give full and interest in andproper effect to all inventions, ideas, improvements, designs, processes, patent rights, copyrights, trademarks, service marks, trade names, trade secrets, trade dress, data, discoveries and other proprietary assets and proprietary rights in and of the Work Product (the “Proprietary Rights”) for the applicable Company Group member’s exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereofsuch assignment.

AssignmentOwnership of Proprietary Rights. TheDevelopments; Trade Secrets of Others. All copyrights, patents, trade secrets, or other intellectual property rights associated with any idea, concepts, techniques, inventions, processes, or works of authorship developed or created by Employee hereby assigns, transfersduring the course of his work for the Company, including past employment and conveyswith respect to the applicableservices to be provided hereunder (collectively, the “Work Product”), will belong exclusively to the Company Group member anyand will, to the extent possible, be considered a work made by Employee for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product designedmay not be considered work made by Employee for hire for the Company, Employee agrees to assign, and shall assign, transfer and convey thereto, all right, title and interest in and to all inventions, ideas, improvements, designs, processes, patent rights, copyrights, trademarks, service marks, trade names, trade secrets, trade dress, data, discoveries and other proprietary assets and proprietary rights in andautomatically assign at the time of creation of the Work Product (the “Proprietary Rights”) forProduct, without any requirement of further consideration, any right, title, or interest Employee may have in such Work Product. Upon the applicable Company Group member’s exclusive ownershiprequest of the Company, Employee will take further actions, including execution and use, togetherdelivery of instruments of conveyance as may be appropriate to give full and proper effect to such assignment. Employee represents that he is not bound by, and covenants that he will not enter into, any agreements, either written or oral, which are in conflict with all rights to sue and recover for past andthis provision. For purposes of this Section 1.3, the term “Company” also will include any existing or future infringement or misappropriation thereofaffiliates of the Company.