OF THE SURVIVING ENTITY) 50% OR MORE OF THE COMBINED VOTING POWER OF
THE VOTING SECURITIES OF EMPLOYER OR PARENT, AS THE CASE MAY BE, OR (B) A PLAN
OF COMPLETE LIQUIDATION OF EMPLOYER OR PARENT, OR (C) AN AGREEMENT OR AGREEMENTS
FOR THE SALE, LEASE, TRANSFER, EXCLUSIVE LICENSE OR OTHER DISPOSITION, IN A
SINGLE TRANSACTION OR SERIES OF RELATED TRANSACTIONS, BY THE EMPLOYER OR PARENT
OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF EMPLOYER OR PARENT, AS THE CASE MAY
BE.
UPON A CHANGE IN CONTROL, EMPLOYEE'S EMPLOYMENT PURSUANT TO THIS AGREEMENT
SHALL BE TERMINATED.
PAYMENT MADE UNDER THIS SECTION SHALL ALSO SATISFY
EMPLOYER'S OBLIGATION, IF ANY, TO PAY EMPLOYEE'S WEEKLY BASE SALARY FOR THE
REMAINDER OF THIS AGREEMENT PURSUANT TO SECTION 7 ABOVE AND SHALL BE EMPLOYEE'S
SOLE REMEDY IN CONNECTION WITH TERMINATION OF HIS EMPLOYMENT IN CONNECTION WITH
A CHANGE OF CONTROL.
SECTION 9.
INVENTIONS; ASSIGNMENT.
(A)
INVENTIONS DEFINED.
ALL RIGHTS TO DISCOVERIES, INVENTIONS,
IMPROVEMENTS, DESIGNS AND INNOVATIONS (INCLUDING ALL DATA AND RECORDS PERTAINING
THERETO) THAT RELATE TO THE BUSINESS OF EMPLOYER, INCLUDING ITS AFFILIATES (AS
DEFINED BELOW), WHETHER OR NOT ABLE TO BE PATENTED, COPYRIGHTED OR REDUCED TO
WRITING, THAT EMPLOYEE MAY DISCOVER, INVENT OR ORIGINATE DURING THE TERM OF HIS
EMPLOYMENT HEREUNDER, AND FOR A PERIOD OF SIX MONTHS THEREAFTER, EITHER ALONE OR
WITH OTHERS AND WHETHER OR NOT DURING WORKING HOURS OR BY THE USE OF THE
FACILITIES OF EMPLOYER ("INVENTIONS"), SHALL BE THE EXCLUSIVE PROPERTY OF
EMPLOYER.
EMPLOYEE SHALL PROMPTLY DISCLOSE ALL INVENTIONS TO EMPLOYER, SHALL
EXECUTE AT THE REQUEST OF EMPLOYER ANY ASSIGNMENTS OR OTHER DOCUMENTS EMPLOYER
MAY REASONABLY DEEM NECESSARY TO PROTECT OR PERFECT ITS RIGHTS THEREIN, AND
SHALL ASSIST EMPLOYER, AT EMPLOYER'S EXPENSE, IN OBTAINING, DEFENDING AND
ENFORCING EMPLOYER'S RIGHTS THEREIN.
EMPLOYEE HEREBY APPOINTS EMPLOYER AS HIS
ATTORNEY IN FACT TO EXECUTE ON HIS BEHALF ANY ASSIGNMENTS OR OTHER DOCUMENTS
DEEMED NECESSARY BY EMPLOYER TO PROTECT OR PERFECT ITS RIGHTS TO ANY INVENTIONS.
(B)
COVENANT TO ASSIGN AND COOPERATE.
WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, EMPLOYEE SHALL ASSIGN AND TRANSFER TO EMPLOYER THE WORLDWIDE
RIGHT, TITLE AND INTEREST OF EMPLOYEE IN THE INVENTIONS.
EMPLOYEE AGREES THAT
EMPLOYER MAY APPLY FOR AND RECEIVE PATENT RIGHTS (INCLUDING LETTERS PATENT IN
THE UNITED STATES) FOR THE INVENTIONS IN EMPLOYER'S NAME IN SUCH COUNTRIES AS
MAY BE DETERMINED SOLELY BY EMPLOYER.
EMPLOYEE SHALL PROVIDE TO EMPLOYER ALL
FACTS KNOWN TO EMPLOYEE AND REASONABLY REQUESTED BY EMPLOYER RELATING TO THE
INVENTIONS, AND SHALL COOPERATE WITH EMPLOYER'S REASONABLE REQUESTS IN
CONNECTION WITH VESTING TITLE TO THE INVENTIONS AND RELATED PATENTS EXCLUSIVELY
IN EMPLOYER AND IN CONNECTION WITH OBTAINING, MAINTAINING AND PROTECTING
EMPLOYER'S EXCLUSIVE PATENT RIGHTS IN THE INVENTIONS.
5
(C)
SUCCESSORS AND ASSIGNS.
EMPLOYEE'S OBLIGATIONS UNDER THIS SECTION
9 SHALL INURE TO THE BENEFIT OF EMPLOYER, ITS AFFILIATES (AS DEFINED BELOW) AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL SURVIVE THE EXPIRATION OF THE
TERM OF THIS AGREEMENT FOR SUCH TIME AS MAY BE NECESSARY TO PROTECT THE
PROPRIETARY RIGHTS OF EMPLOYER AND