Document G6QGYdzxN37mdLnwx5Vd4664N

Company Name PNEUMO ABEX CORE NEW Filing Date 12/31/1996 The Company shall be the sole owner of all the products and proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in ccrnection with and during the Term, free and clear of any claims by the Executive ior anyone claiming under the Executive) of any kind or character whatsoever (ether than the Executive's right to receive payments hereunder) The Executive shall, at tne request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or aesxrable to evidence, estaolish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties 10 8 Indemnification The Company will indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of the Executive being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company. 9 Notices All notices, requests, consents and other communications required or permitted to be given hereunder shall be m writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier or mailed first class, postage prepaid, by registered or certified mail (notices mailed shall be deemed to have been given on the date mailed), as follows (or to such other address as either party shall designate by notice in writing to the other m accordance herewith) If to the Company, to: Mafco Worldwide Corporation 5900 North Andrews Avenue Suite 700 Fort Lauderdale, FL 33309-2367 Attn: Chief Executive Officer If to the Executive, to. Pramathesh S. Vora 12 Bunker Hill Road Sewell, NJ 08080 10 General 10 1 This Agreement shall be governed by and construed and enforced m accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in New York. 10 2 The section headings contained herein Disclosure Page 59