definiens: as defined in § 101 of the 1976 Copyright Act ( as amended ) . All rights, title and interest in and to all Improvements and Developments hereby is and shall be assigned and tr ansferred to and vested in [COMPANY] without any addi tional compensation to Supplier or its personnel . In the e vent that any Improvements or Developments do not q ualify to be Work Made For Hire, Supplier hereby irrevocably transfers, assigns and conveys, and sha ll cause its personnel to irrevocably transfer, ass ign and convey, all rights, title and interest in and to su ch Improvements or Developments to [COMPANY], at no c ost to [COMPANY], free and clear of any liens and encumbranc es, and Supplier agrees to execute, and shall cause its personnel to execute, all documents necessary, in Z ogenix ’s discretion, to do so . All such assignments shall include, but are not limited to, those relating to existing or prospective copyrights, patent rights a nd all other intellectual property rights in any country . Suppli er also agrees that it shall, and shall cause its p ersonnel to, promptly notify [COMPANY] of any intellectual propert y developed or otherwise included as Improvements o r Developments, and to provide reasonable assistance, at [COMPANY] ’s expense, in the procurement or enforc ement of any such intellectual property