Employee acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by Employee individually or jointly with others during the period of his employment by the Company and that relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by Employee for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to United States and foreign: # patents, patent disclosures and inventions (whether patentable or not); # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; # copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases; # trade secrets, know-how, and other Confidential Information; and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.

Inventions: Employee acknowledges andhereby expressly agrees that all right, title,research discoveries, inventions and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived,innovations (whether or not reduced to practice by Employee individually or jointly with others during the perioddocumented), improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether patentable or unpatentable, and whether or not reduced to writing), Confidential Information and copyrightable works, and similar and related information (in whatever form or medium), which # either # relate to actual or anticipated business, research and development or existing or future products or services of his employment by theany Company and that relate in any way to the businessGroup member or contemplated business, products, activities, research, or development of the Company or# result from or are suggested by any work performed by the Employee for theof any Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to United States and foreign: # patents, patent disclosures and inventions (whether patentable or not); # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; # copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases; # trade secrets, know-how, and other Confidential Information;Group member and # all other intellectual property rights,are conceived, developed, made or contributed to in each case whether registeredwhole or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part ofby the world (collectively, “Intellectual Property Rights”Employee during his employment (“Work Product-), shall be and remain the sole and exclusive property of the Company.Company or of any Company Group member designated by the Company for such purpose.

Company’s Rights in Intellectual Property. Employee acknowledges and agrees that all right, title,title and interest of every kind and nature, whether now known or unknown, in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that areIntellectual Property invented, created, prepared, produced, authored, edited, amended, conceived,written, developed, conceived or reduced to practiceproduced by Employee individuallyduring Employee’s employment with Company # whether using Company’s equipment, supplies, facilities and/or Confidential Information, # whether alone or jointly with others during the period of his employmentothers, # whether or not contemplated by the Companyterms of Employee’s employment, and # whether or not during normal working hours, that are within the scope of Company’s actual or anticipated business operations or that relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by Employee for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to United States and foreign: # patents, patent disclosures and inventions (whether patentable or not); # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; # copyrightsCompany’s actual or anticipated products or services are, and copyrightable works (including computer programs), mask works, and rights in data and databases; # trade secrets, know-how, and other Confidential Information; and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part ofshall be, the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.Company and shall hereinafter be referred to as “Company Intellectual Property.”

Employee acknowledges and agrees that all right, title,inventions, improvements, discoveries, designs, technology, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that areauthorship (including but not limited to computer software) made, created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by Employee, whether alone or in cooperation with others, during employment, together with all patent, trademark, copyright, trade secret, and other intellectual property rights related to any of the foregoing throughout the world, are among other things works made for hire and belong exclusively to the Company, and Employee individually or jointly with others duringhereby assigns all such rights to the period of his employment by the Company and that relateCompany. Employee agrees to execute any documents, testify in any waylegal proceedings, and do all things necessary or desirable to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by Employee for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing same), allsecure Company’s rights and claims related to the foregoing, including without limitation executing inventors’ declarations and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to United States and foreign: # patents, patent disclosures and inventions (whether patentable or not); # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; # copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases; # trade secrets, know-how, and other Confidential Information; and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.assignment forms.

Company’s Rights in Intellectual Property. Employee acknowledges and agrees that all right, title,title and interest of every kind and nature, whether now known or unknown, in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that areIntellectual Property invented, created, prepared, produced, authored, edited, amended, conceived,written, developed, conceived or reduced to practiceproduced by Employee individuallyduring Employee’s employment with Company # whether using Company’s equipment, supplies, facilities and/or Confidential Information, # whether alone or jointly with others during the period of his employmentothers, # whether or not contemplated by the Companyterms of Employee’s employment, and # whether or not during normal working hours, that are within the scope of Company’s actual or anticipated business operations or that relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by Employee for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to United States and foreign: # patents, patent disclosures and inventions (whether patentable or not); # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; # copyrightsCompany’s actual or anticipated products or services are, and copyrightable works (including computer programs), mask works, and rights in data and databases; # trade secrets, know-how, and other Confidential Information; and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part ofshall be, the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.Company and shall hereinafter be referred to as “Company Intellectual Property.”

Employee acknowledges and agrees that all right, title, and interest in and to all writings, worksAssignment of authorship, technology,Inventions. All inventions, discoveries, processes,modifications, alterations, enhancements, betterments, ideas, designs, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, thatknow-how or discoveries which are created, prepared, produced, authored, edited, amended, conceived,the result, directly or reduced to practice by Employee individually indirectly, from Employee’s employment and/or jointlyaffiliation with others during the period of his employment by the Company and that relate in any wayand/or the Employee’s access to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by Employee for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to United States and foreign: # patents, patent disclosures and inventions (whether patentable or not); # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; # copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases; # trade secrets, know-how, and other Confidential Information; and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”Information (collectively “Inventions”), shall be the sole and exclusive property of the Company.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 during the course of performing Company work (collectively, “Work Product”) shall belong exclusively to the Company and 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, including any copyrights or other intellectual property rights pertaining thereto. Upon request of the Company, and at its sole expense, Employee shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

Employee acknowledges and agrees that all right, title, and interest in and to all writings,Ownership of Developments; 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, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived,authorship developed or reduced to practicecreated by Employee individually or jointly with others during the periodcourse of his work for the Company, including past employment byand with respect to the services to be provided hereunder (collectively, the “Work Product”), will belong exclusively to the Company and that relate in any waywill, to the business or contemplated business, products, activities, research, or development of the Company or result from anyextent possible, be considered a work performedmade by Employee for hire for the Company (in each case, regardlesswithin the meaning of when or where prepared or whose equipment or other resources is used in preparing same), all rights and claims related toTitle 17 of the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to United States Code. To the extent the Work Product may not be considered work made by Employee for hire for the Company, Employee agrees to assign, and foreign: # patents, patent disclosures and inventions (whether patentable or not); # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designationsautomatically assign at the time of source or origin, together with the goodwill symbolized by anycreation of the foregoing; # copyrights and copyrightable works (including computer programs), mask works, and rightsWork Product, without any requirement of further consideration, any right, title, or interest Employee may have in data and databases; # trade secrets, know-how, and other Confidential Information; and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any partWork Product. Upon the request of the world (collectively, “Intellectual Property Rights”), shallCompany, Employee will take further actions, including execution and delivery 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 this provision. For purposes of this Section 1.3, the sole and exclusive propertyterm “Company” also will include any existing or future affiliates of the Company.