Common use of Company Rights Clause in Contracts

Company Rights. Subject to the last paragraph of this Section 6.2 and the last sentence of Section 6.1, the Consultant agrees that all Inventions made by the Consultant during the term of this Agreement will be the Company’s sole and exclusive property, and to the extent applicable, shall be deemed to be “works for hire” under the copyright laws of the United States. The Consultant will, with respect to any Invention: (a) keep current, accurate, and complete records, which will belong to the Company and be kept and stored on the Company’s premises; (b) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (c) to the extent exclusive title and/or ownership rights may not originally vest in the Company, assign (and the Consultant does hereby assign, transfer and convey) to the Company all of the Consultant’s rights, title and interest to any Inventions, any applications the Consultant makes for patents or copyrights in any country, and any patents or copyrights granted to the Consultant in any country; and (d) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in any Inventions against forfeiture, abandonment or loss and to obtain and maintain patents and/or copyrights on any Inventions and to vest the entire right and title to any Inventions in the Company. Such execution and assistance shall be at no charge to the Consultant, but at the Company’s expense and the Company shall reimburse the Consultant for reasonable out-of-pocket expenses incurred. The requirements of this Section 6.2 do not apply to an Invention which (a) was developed entirely on the Consultant’s own time, and (1) which does not relate directly to the Company’s Products or (2) which does not result from any work the Consultant performed for the Company, or (b) is owned by Case Western Reserve University. With respect to any obligations performed by the Consultant under this Section 6.2 following termination of this Agreement, the Company will pay or reimburse all reasonable out-of-pocket expenses. For avoidance of doubt, to the extent of any conflict between that certain License Agreement, dated as of May 12, 2018 (as amended from time to time, the “License Agreement”), by and between the Company and Case Western Reserve University, and this Section 6, the License Agreement shall govern.

Company Rights. Subject to the last paragraph of this Section 6.2 and the last sentence of Section 6.1, the Consultant agrees that all Inventions made by the Consultant during the term of this Agreement will be the Company’s sole and exclusive property, and to the extent applicable, shall be deemed to be “works for hire” under the copyright laws of the United States. The Consultant will, with respect to any Invention: (a) keep current, accurate, and complete records, which will belong to the Company and be kept and stored on the Company’s premises; (b) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (c) to the extent exclusive title and/or ownership rights may not originally vest in the Company, assign (and the Consultant does hereby assign, transfer and convey) to the Company all of the Consultant’s rights, title and interest to any Inventions, any applications the Consultant makes for patents or copyrights in any country, and any patents or copyrights granted to the Consultant in any country; and (d) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in any Inventions against forfeiture, abandonment or loss and to obtain and maintain patents and/or copyrights on any Inventions and to vest the entire right and title to any Inventions in the Company. Such execution and assistance shall be at no charge to the ConsultantCompany, but at the Company’s expense and the Company shall reimburse the Consultant for reasonable out-of-pocket expenses incurred. The requirements of this Section 6.2 do not apply to an Invention which (a) was developed entirely on the Consultant’s own time, and (1) which does not relate directly to the Company’s Products or (2) which does not result from any work the Consultant performed for the Company, or (b) is owned by Case Western Reserve University. With respect to any obligations performed by the Consultant under this Section 6.2 following termination of this Agreement, the Company will pay or reimburse all reasonable out-of-pocket expenses. For avoidance of doubt, to the extent of any conflict between that certain License Agreement, dated as of May 12, 2018 (as amended from time to time, the “License Agreement”), by and between the Company and Case Western Reserve University, and this Section 6, the License Agreement shall govern.

Company Rights. Subject to the last paragraph of this Section 6.2 and the last sentence of Section 6.1, the Consultant The Employee agrees that all Inventions made by the Consultant Employee during the term period of this Agreement the Employee’s employment with the Company and for six (6) months thereafter, whether made during the working hours of the Company or on the Employee’s own time, will be the Company’s sole and exclusive property, and to the extent applicable, shall be deemed to be “works for hire” under the copyright laws property of the United StatesCompany. The Consultant Employee will, with respect to any Invention: : (ai) keep current, accurate, and complete recordsrecords concerning the Invention, which will belong to the Company and will be kept and stored on the Company’s premises; ; (bii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); ; (ciii) to the extent exclusive title and/or ownership rights may not originally vest in the Company, assign (and the Consultant does Employee hereby assign, transfer and conveyassigns) to the Company all of the ConsultantEmployee’s rightsright, title and interest in and to any Inventionsthe Invention, any applications the Consultant Employee makes for patents or copyrights in any country, and any patents or copyrights granted to the Consultant Employee in any country; and and (div) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in any Inventions the Invention against forfeiture, abandonment or loss and to obtain and maintain patents letters patent and/or copyrights on any Inventions the Invention and to vest the entire right and title to any Inventions the Invention in the Company. Such execution and assistance shall The Employee agrees to perform promptly all acts as may be necessary in the Company’s opinion to preserve all patents and/or copyrights granted upon any Invention against forfeiture, abandonment or loss. The Employee agrees to perform such acts at no charge to the ConsultantCompany, but unless the Company requests the Employee’s substantive review or analysis after the Employee is no longer employed by the Company, in which case the Company will compensate the Employee at an hourly rate that is equivalent to the Employee’s base salary at the Company’s expense and the time of termination of employment for such substantive review or analysis. The Company shall will reimburse the Consultant Employee for reasonable out-of-pocket expenses incurred. The requirements of this Section 6.2 do not apply to an Invention which (a) was developed entirely on the Consultant’s own time, and (1) which does not relate directly to the Company’s Products or (2) which does not result from any work the Consultant performed for the Company, or (b) is owned by Case Western Reserve University. With respect to any obligations performed by the Consultant under this Section 6.2 following termination of this Agreement, the Company will pay or reimburse all reasonable out-of-pocket expenses. For avoidance of doubt, to the extent of any conflict between that certain License Agreement, dated as of May 12, 2018 (as amended from time to time, the “License Agreement”), by and between the Company and Case Western Reserve University, and this Section 6, the License Agreement shall governincurred in connection with performing such acts.

Company Rights. Subject to the last paragraph of this Section 6.2 and the last sentence of Section 6.1, the The Consultant agrees that all Inventions (as defined in Section 9(a)), if any, made by the Consultant during the term of this Letter Agreement and for six (6) months thereafter will be the Company’s sole and exclusive property, and to the extent applicable, shall be deemed to be “works for hire” under the copyright laws of the United States. The Consultant will, with respect to any Invention: (ai) keep current, accurate, and complete records, which will belong to the Company and be kept and stored on the Company’s premises; (bii) promptly and fully disclose the existence and describe the nature of the such Invention to the Company in writing (and without request); (ciii) to the extent exclusive title and/or ownership rights may not originally vest in the Company, assign (and the Consultant does hereby assign, transfer and convey) to the Company all of the Consultant’s rights, title and interest to such Invention, along with any Inventions, any applications application the Consultant makes for patents or copyrights in any countrycopyrights, and any patents or copyrights granted to the Consultant in any country, pertaining to such Invention; and (div) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in any Inventions such Invention against forfeiture, abandonment or loss and to obtain and maintain patents and/or copyrights on any Inventions and to vest the entire right and title to any Inventions such Invention in the Company. Such execution and assistance shall be at no charge to the ConsultantCompany, but at the Company’s expense and the Company shall reimburse the Consultant for reasonable out-of-pocket expenses incurred. The requirements of this Section 6.2 do not apply to an Invention which . (av) was developed entirely on the Consultant’s own time, and (1) which does not relate directly to perform any other acts necessary in the Company’s Products opinion to preserve property rights in the Company Invention against forfeiture, abandonment or (2) which does not result from any work loss and to obtain and maintain letters patent and/or copyrights on the Consultant performed for Company Invention and to vest the entire right and title to such Company Invention in the Company, or (b) is owned by Case Western Reserve University. With respect to any obligations performed by the Consultant under this Section 6.2 9 following termination of this Letter Agreement, the Company will pay or reimburse all reasonable out-of-pocket expenses. For avoidance of doubt, to the extent of any conflict between that certain License Agreement, dated as of May 12, 2018 (as amended from time to time, the “License Agreement”), by and between the Company and Case Western Reserve University, and this Section 6, the License Agreement shall govern.