Executive hereby assigns to ​ Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by ​ (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: # were developed, invented, or conceived within the scope of Executive’s employment with ​; # relate to ​’s actual or demonstrably anticipated research or development; or # result from any work performed by Executive on ​’s behalf. Executive shall disclose any Developments to ​’s management within 30 days following Executive’s development, making or conception thereof.

Executive hereby assigns to ​ Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by ​ (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: # were developed, invented, or conceived within the scope of Executive’s employment with ​; # relate to ​’s actual or demonstrably anticipated research or development; or # result from any work performed by Executive on ​’s behalf. Executive shall disclose any Developments to ​’s management within 30 days following Executive’s development, making or conception thereof.

Executive hereby assigns to ​ Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by ​ (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: # were developed, invented, or conceived within the scope of Executive’s employment with ​; # relate to ​’s actual or demonstrably anticipated research or development; or # result from any work performed by Executive on ​’s behalf. Executive shall disclose any Developments to ​’s management within 30 days following Executive’s development, making or conception thereof.

Any invention, improvement, design, process, information, copyright work, computer program, trade mark, trade name or get-up, work, output or other works of authorship (collectively, “Developments”) made, created or discovered by Executive during the employment, whether capable of being patented or registered or not and whether or not made or discovered in the course of Executive’s employment, in conjunction with or in any way affecting or relating to the business of the Company Group (or its predecessors), or capable of being used or adapted for use in or in connection with such business, together with all Intellectual Property subsisting therein (the “Intellectual Property Rights”), shall be disclosed immediately to the Company and shall, to the fullest extent permitted by applicable law, be deemed “work made for hire” and belong to and be the absolute property of the Company and each member of the Company Group, and Executive hereby assigns to the Company and each member of the Company Group, all such copyright, database rights, design rights, moral rights, contract and licensing rights, and any other Intellectual Property capable of assignment by way of present assignment of future rights, which may fall within the definition of the Intellectual Property Rights absolutely for the full term of those rights. If, in the course of Executive’s employment with the Company, Executive incorporates any Developments that Executive has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of Executive’s employment with the Company or any member of the Company Group (or their predecessors) that Executive considers, in whole or in part, directly or indirectly, to be his property (“Prior Invention”) into a Company product, process or other work done for the Company (“Company-Related Developments”), Executive hereby grants to the Company and each member of the Company Group a nonexclusive, royalty-free, paid up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, Executive will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company’s prior written consent. Notwithstanding the foregoing, nothing in this Agreement shall be construed to obligate Executive to assign to the Company or any member of the Company Group any Development which, in the reasonable judgment of the Company, reasonably exercised, is developed entirely on Executive’s own time and does not relate to the business efforts or research and development efforts in which, during the period of Executive’s employment, the Company or any member of the Company Group actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company or any member of the Company Group; provided, however, that Executive agrees that Executive shall promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. Executive understands that, to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 7(b) will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

Executive hereby assigns to ​ Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by ​ (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: # were developed, invented, or conceived within the scope of Executive’s employment with ​; # relate to ​’s actual or demonstrably anticipated research or development; or # result from any work performed by Executive on ​’s behalf. Executive shall disclose any Developments to ​’s management within 30 days following Executive’s development, making or conception thereof.

design is ornamental or otherwise), and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by ​ (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: # were developed, invented, or conceived within the scope of Executive’s employment with ​; # relate to ​’s actual or demonstrably anticipated research or development; or # result from any work performed by Executive on ​’s behalf.

All Developments made by the Executive, either alone or in conjunction with others, at any time or at any place during the Executive’s employment with the Company, whether or not reduced to writing or practice during such period of employment, shall be and hereby are the exclusive property of the Company without any further compensation to the Executive. In addition, without limiting the generality of the prior sentence, all Developments which are copyrightable work by the Executive are intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, as amended, and shall be and hereby are the property of the Company. “Developments” means any and all inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein that # relate to the business in which the Company is engaged or in which the Company intended to engage in during Executive’s employment with the Company, # are or were created or improved in whole or in part by using any Company resources, data, facilities or equipment, or # are or were created or improved within the scope of Executive’s employment.

The Executive has promptly disclosed any Developments to the Company. If any Development is not the property of the Company by operation of law, this Agreement or otherwise, the Executive will, and hereby does, assign to the Company all right, title and interest in such Development, without further consideration, and will assist the Company and its nominees in every way, at the Company’s expense, to secure, maintain and defend the Company’s rights in such Development. The Executive shall sign all instruments necessary for the filing and prosecution of any applications for, or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file and relates to any Development. The Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive the Executive’s death or incapacity), to act for and in the Executive’s behalf to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, other intellectual property registrations or filings or such other similar documents with the same legal force and effect as if executed by the Executive. Executive waives all claims to moral rights in the Developments.

Executive hereby assigns to Company all right, title and interest in and to all 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 conceived, reduced to practice, developed or made by Executive during the Employment Period, and # either: # relate at the time of conception or reduction to practice to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or # result from any work performed by Executive for the Company (“Company IP”).

In connection with any of the Developments assigned pursuant to Section 13(a): # Executive will promptly disclose them to ​’s management; and # Executive will, on ​’s request, promptly execute a specific assignment of title to ​ or its designee, and do anything else reasonably necessary to enable ​ or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country.