Document rpQRv29LQ3D8yrZBXeLkX6bba

i_ompam Name - PNEUMO ABEA CORP NEW Filing Date 12/} 1 1996 55 If any of the covenants contained in Sections 5 1 or 5 2, or any part thereof, are held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that tne court making such determination shall have the power to reduce the auration and/or area of sucn provision and, in its reduced form, saia provision snail then be enforceable 56 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained l'' Sections 5.1 and 5 2 upon tne courts of any state within the geographical scope of such covenants. In the eve-t that the courts of any one or more of such states shall hold sue*- covenants wholly unenforceable by reason of the oreadth of such covenants or otherwise, it is the intention of the parties hereto that sucn determination not bar or m any way affect the Company's right to the relief provided above m tne courts of any other states within the geographical scope of such covenants as to breaches of such covenants m such other respective jurisdictions, the above covenants as they relate to each state being for this purpose severable into diverse and independent covenants 5.7 In the event that any action, suit or other proceeding m law or m equity is brought to enforce the covenants contained in Sections 5.1 and 5 2 or to obtain money damages for the breach thereof, and such action results in the award of a judgment for money damages or m the granting of any injunction in favor of the Company, all expenses (including reasonable attorneys' fees) of the Company in such action, suit or other proceeding shall (on demand of the Company) be paid by the Executive In the event the Company fails to obtain a judgment for money damages or an injunction in favor of the Company, all expenses (including reasonable attorneys' fees) of the Executive m such action, suit or other proceeding shall (on demand of the Executive) be paid by the Company 6 Inventions and Patents 61 The Executive agrees that all processes, technologies and inventions (collectively, "Inventions"), including new contributions, improvements, ideas 9 and discoveries, whether patentable or not, conceived, developed, invented or made by him during the Term shall belong to the Company, provided that such Inventions grew out of the Executive's work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company's time or with the use of the Company's facilities or materials. The Executive shall further (a) promptly disclose such Inventions to the Company, (b) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries, (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of the Executive's inventorship. 62 If any Invention is described m a patent application or is disclosed to third parties, di rectly or indirectly, by the Executive within two years after the termination of the Executive's Disclosure Page 48