Ownership. FivePrime will own and, to the extent permissible under applicable law, Consultant hereby assigns to FivePrime all right, title, and interest in and to all inventions, discoveries, innovations, improvements, trade secrets, works of authorship, products or processes, whether or not patentable, that are discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression by Consultant in the performance of the Services (collectively, “Innovations”), including all copyrights, trademark rights, trade secret rights, inventions, patent rights and design rights, whether registered or unregistered, and including any application for registration for any of the foregoing, and any rights of similar nature or effect existing anywhere in the world (collectively, “IP Rights”). Consultant shall provide FivePrime with prompt notice of all Innovations. Consultant agrees that all materials, reports, information, data, findings, results, conclusions, items and recommendations that Consultant delivers to FivePrime or otherwise generates in the performance of Services (“Deliverables”) and Innovations will become the property of FivePrime when discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression, and FivePrime will own all right, title and interest in and to all such Deliverables and Innovations, including all IP Rights, whether or not delivered to FivePrime.

License. If any part of the Services, Deliverables, or rights assigned to FivePrime hereunder cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating technology or intellectual property rights owned by Consultant (or any person involved in performance of the Services) and not assigned hereunder, Consultant hereby grants FivePrime and its successors a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of FivePrime’s exercise or exploitation of the Services, Deliverables, and any assigned rights (including any modifications, improvements, and derivatives of any of them). If Consultant has any rights, including “artist’s rights” or “moral rights,” in the Deliverables, Innovations or IP Rights that cannot be assigned, Consultant hereby unconditionally and irrevocably grants to FivePrime an exclusive (even as to Consultant), worldwide, fully-paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Deliverables, Innovations and IP Rights, in any medium or format, whether now known or later developed. In the event that Consultant has any rights in the Deliverables, Innovations or IP Rights that cannot be assigned or licensed, Consultant unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind, against FivePrime or any third party. For clarity, the Deliverables, Innovations, and IP Rights constitute Confidential Information of FivePrime.

Assistance. Upon request by FivePrime, Consultant agrees to do all things necessary, at FivePrime’s expense, to assist FivePrime in obtaining IP Rights in Innovations and Deliverables or otherwise to evidence, perfect, and enforce FivePrime’s rights hereunder, including executing such documents as may be necessary to implement and carry out the provisions of this Section 7. Consultant hereby irrevocably constitutes and appoints FivePrime and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact to execute and file any applications or other necessary documents and to do all other lawfully permitted acts to further the registration and enforcement of IP Rights related to the Innovations and Deliverables with the same legal force and effect as if Consultant had executed them.