to such merger, stock exchange plan, consolidation, or reorganization; (b) any sale, lease, exchange or other transfer of all or substantially all the assets of P28 and its consolidated subsidiaries to any other person if as a result of such sale, lease, exchange, or other transfer, less than 50 percent of the combined voting power of the then-outstanding securities of such other person immediately after such sale, lease, exchange, or other transfer are held in the aggregate by the holders of voting stock of P28 immediately prior to such sale, lease, exchange, or other transfer; or (c) a transaction immediately after the consummation of which any person (within the meaning of Section 13(d) or Section 14(d)(2) of the Exchange Act) would be the beneficial owner (as that term is defined in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, of more than 50 percent of the outstanding voting stock of P28; or (iv) the dissolution of P28 is approved in accordance with the laws of the jurisdiction of formation of P28. In either event, such payment shall be made in exchange for a full release of any and all claims.
21. During the Term of this Agreement and all times after, Employee shall not disclose, use, or profit from any technological information relating to the design or fabrication of the Products or other confidential information of P28, including P28 sales agent and representative names and contact information, business and marketing plans and strategies, customer lists, financial data, processes, software, inventions, know-how, designs, formulas, test data, and pricing strategies or other subject matter pertaining to any business of P28, its customers, consultants, or licensees (collectively Confidential Information), other than strictly in accordance with the terms of this Agreement. Employee shall treat all Confidential Information with the highest level of care. The terms of this Agreement are Confidential Information and shall not be disclosed to any third parties other than Employees legal and financial advisors. Employee shall not allow the removal or defacement of any confidentiality or proprietary notice placed on the Products or other items of Confidential Information.
22. Employee may be involved in the design, development, evaluation, improvement, or other activities relating to P28s products and business. Employee hereby absolutely and irrevocably transfers and assigns to P28 all of Employees right, title, and interest in all inventions, designs, improvements, discoveries, know-how, and other trade secrets, and all patents, copyrights, and other intellectual property interests (collectively Intellectual Property) developed during the term of his employment with P28. Employee shall promptly and fully disclose to P28 all such Intellectual Property. Employee shall assist P28, at P28s expense, in obtaining patents and other registrations of Intellectual Property rights in the United States and in all foreign countries on all Intellectual Property deemed patentable or otherwise protectable by P28, and shall execute all documents and do all things reasonably necessary to obtain such Intellectual Property protection, vest P28 with full and exclusive titles to such Intellectual Property rights, and protect the rights against infringement by others. Employee acknowledges P28s sole ownership of its product portfolio and all interests therein and acknowledges P28s right to make, have made, use, sell, and market its products and the products of other third parties without obligation to him.
23. Upon termination of employment, Employee shall return to P28 all books, records, computers and computer files, products, Confidential Information, tools, equipment, electronics, and other material furnished by P28. P28 may set off the value of any unreturned items against any amounts due and owing Employee as of the date of termination of employment.