Work Made for Hire; Assignment. Employee acknowledges that, to the extent permitted by law, all Work Product consisting of copyrightable subject matter created by Employee during his employment with the Company is a “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, Employee hereby irrevocably assigns to the Company, for no additional consideration, Employee’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

Work Made For Hire. Participant agrees to assign, and hereby assigns, to the Company, all rights, title and interests in and to any idea, creation, discovery, work of authorship or invention, including but not limited to any and all patent rights and copyright rights conceived, created, or developed by Participant, whether individually or jointly with other individual(s), during his or her employment with the Company and its Affiliates (an “Innovation”), if that Innovation # was made in the scope of Participant’s employment, # was made with the use of the time, material, resources or information of the Company or its Affiliates, or # related to the business of the Company or any Affiliate of the Company. Participant agrees to promptly communicate and disclose all Innovations to the Company and to execute and deliver to the Company any instruments deemed necessary by the Company to effect disclosure and assignment thereof to the Company, and to take such actions (including execution of United States and foreign patent applications) reasonably required by the Company to secure, protect, and enforce the Company’s rights, title and interests in and to any Innovations.

Work Made for Hire. Executive and the Company agree that Executive may make inventions or create other Intellectual Property (as further defined below) in the course of Executive’s duties and agree that in this respect Executive has a special responsibility to further the interests of the Company Group.

Assignment of Inventions and Works Made for Hire. Employee hereby assigns to the Company Group, or its designee, all of Employee’s right, title, and interest (including all related intellectual property rights) in all Inventions that Employee created during the period of time Employee was in the employ of the Company (including during off-duty hours) (“Company Inventions”). In addition, Employee acknowledges that all original works of authorship that were made by Employee (solely or jointly with others) within the scope of and during the period of Employee’s employment with the Company and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act, and in accordance, the Company Group is considered the author of these works.

Work Assignment and Location. The Company may enter into loaned services or secondment agreements requiring that you provide similar services to Company subsidiaries or affiliates. Your job description and additional working conditions are set forth in [Exhibit D].

Hire Date. Your hire date will be ​.

Made Available. An item shall be considered “made available” to a Party hereto, to the extent such phrase appears in this Agreement, only if such item posted by the Company or its representatives in the Data Room as of 9:00 a.m., Eastern Time, at least two (2) Business Days prior to the Execution Date.

Subject to the University of Texas Rules, Regulations, requirements any report or other documentation, whether written or electronic, or any portions thereof, prepared by Consultant pursuant to this Agreement or which discusses the Invention, Duties performed under this Agreement or the results thereof (the “Written Data”) shall be and is produced as a “work made for hire” under the copyright laws of the United States. As a “work made for hire”, the copyrights in the Written Data shall belong to Company from their creation and no further action by Company shall be necessary to perfect Company’s rights therein. All right, title and interest, including any copyright in and to any Written Data that does not qualify as a “work made for hire” shall be and hereby is assigned to Company. Consultant, without additional compensation, will assign the copyright in all Written Data to Company, as soon as it is fixed and the copyright comes into being. In addition, Consultant agrees to assist Company in taking any subsequent legal steps that may be required to perfect Company’s copyrights in this Written Data including, but not limited to, executing a formal assignment of copyright that can be recorded.

Work Product. All Work Product shall be performed in strict conformity with the specifications or descriptions of the Work Product or Services set forth in the applicable SOW and shall not infringe upon the patent, copyright or other intellectual property rights of any third party.

Work Orders. Graphite and WuXi ATU must complete and execute a Work Order before Services are provided. Each Work Order will include information relating to the specific Services and shall describe in detail, at a minimum, # a description of the specific Services to be provided by WuXi ATU (and, if applicable, any responsibilities of Graphite relating to such Services); # the fees and expenses applicable to the Services; # the Deliverables to be provided by WuXi ATU. Where applicable, each Work Order may also set forth # an estimated schedule and/or timeline for performance of the Services, # a list of any Permitted Subcontractors that may perform any of the Services on behalf of WuXi ATU, # any Graphite Materials or Graphite Equipment to be provided to WuXi ATU by Graphite, # any Specifications for the Services, # the Project Manages for Graphite and WuXi ATU for the Work Order, and # any other matters deemed