Intellectual Property. The Executive agrees that during the term of the Executive’s employment with the Company, and for a period of 12 months following the termination of the Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company (collectively, “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company (as the Board shall determine) as against the Executive or any of the Executive’s assignees. Regardless of the status of the Executive’s employment by the Company, the Executive and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign, to the Company any and all right, title and interest in and to such Inventions made during the term of the Executive’s employment by the Company. There are no Inventions with respect to the Company conceived of, developed or made by the Executive before the Effective Date which have not been disclosed to and assigned to the Company. The Executive further agrees that at the request of and without charge to the Company, but at the Company’s expense, the Executive shall execute a written assignment of any Inventions to the Company and shall assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and the Executive shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States of America and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the event that the Company is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.

Intellectual Property. TheInventions and Assignment. Executive agrees that during the term of the Executive’s employment with the Company, and for a period of 12 months following the termination of the Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company (collectively, “Inventions”), shall be fully andhe will promptly disclosed to the Company and shall be the sole and exclusive property of the Company (as the Board shall determine) as against the Executive or any of the Executive’s assignees. Regardless of the status of the Executive’s employment by the Company, the Executive and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign,disclose to the Company any and all right, titleCompany Inventions and interestthat Executive hereby irrevocably assigns to the Company all ownership rights in and to any and all Company Inventions. During Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, in the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipment of the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (to such department or officer of the Company and in accordance with such procedures as the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such Inventions made during the term of the Executive’s employment by the Company. There are no Inventions with respect to the Company conceived of, developed or made by the Executive before the Effective Date which have not been disclosed to and assignedwork to the Company. The Executive further agrees that at the request of and without chargeThis Agreement does not apply to the Company, but at the Company’s expense, the Executive shall execute a written assignment of any Inventions Executive made before Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on Exhibit B any Inventions, whether or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment with the Company and shall assign tothat are owned by Executive ("Prior Inventions"), together with the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and theapproximate dates of their creation. If no such list is attached, Executive shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States of America and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the eventrepresents that the Company is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.there are no Prior Inventions.

Intellectual Property. The Executive agrees that during the term of the Executive’s employment with the Company, and for a period of 12 months following the termination of the Executive’s employment for any reason, any and all discoveries, inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processesworks of authorship, improvements and know-how,innovations (including all data and records pertaining thereto), whether or not patentablepatentable, or a copyrightcopyrightable, or trademark,reduced to writing (collectively, “Inventions”), which during the Executive’s employment by the Company, the Executive may create, conceive, developconceived or make,made, or conceives or makes, either alone or in conjunction with others andothers, which are related or in any way connected withto the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on byof the Company (collectively, “Inventions”), shall be fully and promptly disclosed to the Companyits Affiliates, are and shall be the sole and exclusive property of the Company (as the Board shall determine) as againstand its Affiliates, except for those inventions and discoveries conceived by the Executive or anyprior to commencement of the Executive’s assignees. Regardless of the status of the Executive’Executive’s employment by the Company, theCompany which are disclosed on [Schedule A] of this Agreement. The Executive and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign, to the Company any anddisclose all right, title and interest in and to such Inventions made during the term of the Executive’s employment by the Company. There are no Inventions with respect to the Company conceived of, developed or made byduring the Executive beforeperiod of the Effective Date which have not been disclosed to and assigned to the Company. The Executive further agrees that atExecutive’s employment. At the request of the Company and without charge toat any time during or after the Executive’s employment with the Company, but at the Company’s expense, the Executive shall execute a written assignment of any Inventions toassignments or other documents the Company and shall assignits Affiliates may deem necessary to the Company any application for letters patentprotect or for trademark registration made thereon, and to any common-law or statutory copyright therein; and the Executive shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right thereinperfect its rights in the United States of AmericaInventions, and shall assist the Company, at the Company’s expense, in any foreign country,obtaining, defending and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. Inenforcing the event that the Company is unable, after reasonable effort,Company’s and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, theits Affiliates’ rights therein. The Executive irrevocably designates andhereby appoints the Chief Executive Officer of the Company as Executive’the Executive’s attorney-in-fact to actexecute on Executive’the Executive’s behalf any assignments or other documents deemed necessary by the Company to execute and fileprotect or perfect its rights to any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.Inventions.

Intellectual Property.Property Rights. The Executive acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to ​ or 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 while employed by ​ or an Affiliate (collectively, the “Work Product”) belong to ​. The Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire agreement” under the Copyright Act, and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such that ​ is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns to ​ all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to ​ pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product to ​ and, at ​’s expense, perform all actions reasonably requested by ​ (whether during or after the termEmployment Period) to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). All Work Product made within six months after termination of the Executive’s employment with the Company, and for a period of 12 months following the termination of​ will be presumed to have been conceived during the Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, whichwith ​, unless the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company (collectively, “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company (as the Board shall determine) as against the Executive or any of the Executive’s assignees. Regardless of the status of the Executive’s employment by the Company, the Executive and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign, to the Company any and all right, title and interest in and tocan prove conclusively that it was created after such Inventions made during the term of the Executive’s employment by the Company. There are no Inventions with respect to the Company conceived of, developed or made by the Executive before the Effective Date which have not been disclosed to and assigned to the Company. The Executive further agrees that at the request of and without charge to the Company, but at the Company’s expense, the Executive shall execute a written assignment of any Inventions to the Company and shall assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and the Executive shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States of America and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the event that the Company is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.termination.

Intellectual Property. ThePatents and Inventions. Executive agrees that any Inventions made, conceived, or completed by Executive during the term of the Executive’Executive's employmentservice, solely or jointly with others, which are made with the Company, and for a periodCompany's equipment, supplies, facilities, or Confidential Information, or which relate at the time of 12 months following the terminationconception or reduction to purpose of the Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings,Invention, to the business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected withof the Company, its strategic plans, products, processes, apparatus or business nowthe Company's actual or hereafter carried ondemonstrably anticipated research and development, or which result from any work performed by Executive for the Company (collectively, “Inventions”), shall be fully and promptly disclosed to the Company and shallCompany, will be the sole and exclusive property of the Company (asCompany, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to the Board shall determine) as against the Executivebusiness, research and development, or anyexisting or future products or services of the Executive’s assignees. Regardless of the status of the Executive’Company and/or its subsidiaries and which are conceived, developed, or made by Executive during Executive's employment with the Company ("Work Product") will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company,Company. To the Executive and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign,extent that any Work Product is not deemed to the Company anybe a "work made for hire" under applicable law, and all right, titletitle, and interest in and to such Inventions made duringWork Product have not automatically vested in the term ofCompany, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the Executive’s employmentfullest extent permitted by applicable law, all right, title, and interest in and to the Company. There are no Inventions with respectWork Product on a worldwide basis to the Company conceived of, developed(or such other person or made byentity as the Executive before the Effective Date which have not been disclosedCompany may designate), without further consideration; and # waives all moral rights in or to all Work Product, and assigned to the Company. Theextent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive further agrees that at the request of and without charge to the Company, but at the Company’s expense, the Executive shall execute a written assignment of any Inventionspromptly disclose to the Company and shall assign toin confidence all Work Product which Executive makes arising out of Executive's employment with the Company. Executive will assist the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; andin obtaining patents on all Work Product patentable by the Executive shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States of America and in anyall foreign country,countries, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the event thatwill execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company is unable, after reasonable effort,with full and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applicationextensive title thereto, and to do all other lawfully permitted acts to furtherprotect the prosecution and issuance of such letters patent, copyright or trademark.same against infringement by others.

Intellectual Property. The Executive agrees thatAny idea, invention, design, process, system, procedure, improvement, development or discovery conceived, developed, created or made by Executive, alone or with others, during the termTerm and applicable to the business of the Executive’s employment with the Company, and for a period of 12 months following the termination of the Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company (collectively, “Inventions”),registrable, shall be fully and promptly disclosed to the Company and shall bebecome the sole and exclusive property of the Company (asCompany. Executive shall disclose the Board shall determine) as against the Executive or any of the Executive’s assignees. Regardless of the status of the Executive’s employment by the Company, the Executivesame promptly and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign,completely to the Company any and shall, during the Term or thereafter, # execute all documents requested by the Company for vesting in the Company the entire right, title and interest in and to such Inventions made during the term of the Executive’s employmentsame, # execute all documents requested by the Company. There are no Inventions with respectCompany for filing and procuring such applications for patents, trademarks, service marks or copyrights as the Company, in its sole discretion, may desire to prosecute, and # give the Company conceived of, developed or made byall assistance it may reasonably require, including the Executive before the Effective Date which have not been disclosedgiving of testimony in any Proceeding (as defined below), in other to obtain, maintain and assigned to the Company. The Executive further agrees that at the request of and without charge to the Company, but atprotect the Company’s expense, the Executive shall execute a written assignment of any Inventions to the Company and shall assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and the Executive shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States of America and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the event that the Company is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.thereto.

Intellectual Property. The Executive agrees that during the term of the Executive’s employment with the Company, and for a period of 12 months following the termination of the Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by thehereby assigns to Company (collectively, “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company (as the Board shall determine) as against the Executive or any of the Executive’s assignees. Regardless of the status of the Executive’s employment by the Company, the Executive and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign, to the Company any and all right, title and interest in and to such Inventions made during the term of the Executive’s employment by the Company. Thereall inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that # are no Inventions with respectconceived, reduced to the Company conceived of,practice, developed or made by Executive during the Executive beforeEmployment Period, and # either: # relate at the Effective Date which have not been disclosedtime of conception or reduction to and assignedpractice to the Company. The Executive further agrees that at the requestCompany’s business, or actual or demonstrably anticipated research or development of and without charge to the Company, but at the Company’s expense, theor # result from any work performed by Executive shall execute a written assignment of any Inventions tofor the Company and shall assign to the (“Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and the Executive shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States of America and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the event that the Company is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.IP”).

Intellectual Property. TheInventions, Discoveries and Improvements. Executive hereby agrees thatto assign and transfer to the Corporation, its successors and assigns, Executive’s entire right, title and interest in and to any and all inventions, discoveries, trade secrets and improvements thereto which Executive may discover to develop, either solely or jointly with others, during the term of the Executive’s employment with the Company, and for a period of 12 months following theone year after termination of the Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark,such employment, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related orwould relate in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company (collectively, “Inventions”), shall be fully and promptly disclosed to the Companybusiness of the Corporation, together with all rights to letters patent, copyrights or trademarks which may be granted with respect thereto. Immediately upon making or developing any invention, discovery, trade secret or improvement thereto, Executive shall notify the Corporation thereof and shall execute and deliver to the Corporation, without further compensation, such documents as may be necessary to assign and transfer to the sole and exclusive property of the Company (as the Board shall determine) as against the Executive or any of theCorporation Executive’s assignees. Regardless of the status of the Executive’s employment by the Company, the Executive and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign, to the Company any and allentire right, title and interest in and to such Inventions made during the term of the Executive’s employment by the Company. There are no Inventionsinvention, discovery, trade secret or improvement thereto, and to prepare or prosecute applications for letters patent with respect to the Company conceived of, developed or made by the Executive before the Effective Date which have not been disclosed to and assigned to the Company. The Executive further agrees that at the request of and without charge to the Company, but at the Company’s expense, the Executive shall execute a written assignment of any Inventions to the Company and shall assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and the Executive shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right thereinsame in the United States of America and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the event that the Company is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether becausename of the Corporation. Executive’s physicalobligations under this Section 6 shall continue in effect, as to inventions, discoveries and improvements covered by this Section 6, notwithstanding any termination of employment or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.this Agreement.