definiens: as defined in § 101 of the 1976 Copyright Act ( as amended ), and all rights, title and interest in and to such Improvements and Developments hereby is and shall b e transferred to and vested in [COMPANY] without any additional compensation to Supplier or its personne l. In the event that any Improvements or Developmen ts do not qualify to be Work Made For Hire, Supplier here by irrevocably transfers, assigns and conveys, and shall cause its personnel to irrevocably transfer, assign and c onvey, all rights, title and interest in and to suc h Improvements or Developments to [COMPANY], at no cost to [COMPANY], free and clear of any liens and encumbrances, and S upplier agrees to execute, and shall cause its personnel to execute, all documents necessary, in [COMPANY] ’s dis cretion, to do so . All such assignments shall include, but are not limited to, those relating to existing or prosp ective copyrights, patent rights and all other intellectua l property rights in any country . Supplier also agr ees that it shall, and shall cause its personnel to, promptly notify Z ogenix of any intellectual property developed or ot herwise included as Improvements or Developments, and to pr ovide reasonable assistance, at [COMPANY] ’s expense, in the procurement or enforcement of any such intellectual property