Ownership. Consultant agrees to assign all of its right, title and interest in and to any Aligos Work Product to a third party, including without limitation the United States, as directed by Aligos.

Assignment of Aligos Work Product. Consultant irrevocably assigns to Aligos all right, title and interest worldwide in and to the Aligos Work Product and all applicable Proprietary Rights. Consultant hereby designates Aligos as its agent for, and grants to Aligos a power of attorney, which power of attorney shall be deemed coupled with an interest, solely for the purpose of effecting the foregoing assignment from the Consultant to Aligos. Consultant will perform other activities necessary to effect the intent of this Section 4.5. Except as set forth below, Consultant retains no rights to use Aligos Work Product and agrees not to challenge the validity of Aligos’s ownership in Aligos Work Product. Consultant hereby grants to Aligos a non-exclusive, royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform, and publicly display in any form or medium, whether now known or later developed, distribute, make, use and sell any Background Technology incorporated or used in Aligos Work Product for the purpose of developing and marketing Aligos products.

Ownership of Work Product. Consultant agrees that any and all Aligos Work Product, and any intellectual property rights therein, including without limitation copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary Rights”), shall be the sole and exclusive property of Aligos. For the avoidance of doubt, Aligos Work Product shall exclude any technology that was made, conceived or first reduced to practice by Consultant alone or jointly with third parties prior to the Effective Date of the Agreement and that is in existence in the form of a writing or working prototype prior to the Effective Date of this Agreement (“Background Technology”).

Consultant hereby represents and warrants that # Consultant will perform the Services in compliance with all applicable laws; # has full right and power to enter into and perform this Agreement without the consent of any third party; # Consultant will not grant, directly or indirectly, any rights or interest whatsoever in Aligos Work Product to third parties; # neither Aligos Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; and # each employee of Consultant, if any, who will receive or have access to Proprietary Information and/or perform Services hereunder will agree in writing to assign any and all right, title and interest in and to all Aligos Work Product and Proprietary Rights to Consultant and to protect the Proprietary Information in accordance with this Agreement, prior to the earlier to occur of # any disclosure of Proprietary Information to such employee or subcontractor or # the commencement of any Services by such employee or subcontractor.