Common use of INSTITUTIONAL AFFILIATIONS Clause in Contracts

INSTITUTIONAL AFFILIATIONS. 4.1. THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR AT THE OHIO STATE UNIVERSITY (THE “INSTITUTE”) and is subject to the Institute’s policies, including policies concerning consulting, conflicts of interest and intellectual property. The Company acknowledges that, to the extent that such policies conflict with the terms of this Agreement, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this Agreement. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations to, or research on behalf of, the Institute. Advisor agrees to use reasonable efforts to avoid or minimize any such conflict. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunder. 4.2. ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S POLICIES OR GUIDELINES RELATING TO ADVISOR’S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR AT THE OHIO STATE UNIVERSITY ___________ (THE “INSTITUTE”) and is subject to the Institute’s policies, including policies concerning consulting, conflicts of interest and intellectual property. The Company acknowledges that, to the extent that such policies conflict with the terms of this Agreement, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this Agreement. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations to, or research on behalf of, the Institute. Advisor agrees to use reasonable efforts to avoid or minimize any such conflict. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunder. 4.2. ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S POLICIES OR GUIDELINES RELATING TO ADVISOR’S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. THE COMPANY ACKNOWLEDGES THAT THE ADVISOR IS A PROFESSOR AT THE OHIO STATE DEPARTMENT OF HAEMATOLOGY, AALBORG UNIVERSITY HOSPITAL (THE “INSTITUTE”) and is subject to the Institute’s policies, including policies concerning consulting, conflicts of interest and intellectual property. The Company acknowledges that, to the extent that such policies conflict with the terms of this Agreement, Advisor’s obligations under the Institute’s policies take priority and control over the obligations that Advisor has by reason of this Agreement. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations to, or research on behalf of, the Institute. Advisor agrees to use reasonable efforts to avoid or minimize any such conflict. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunder. 4.2. ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S POLICIES OR GUIDELINES RELATING TO ADVISOR’S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION. 4.3. It is agreed and understood that nothing in this AGREEMENT shall be construed to restrict or limit the duties Advisor is performing or may perform in the course of, or incidental to, Advisor's employment at the Institute, including but not limited to research sponsored by a third party commercial entity nor shall anything in the Agreement be construed to restrict or limit Advisor's right to serve as an advisor to any hospital, or to any governmental or non-profit organization.

INSTITUTIONAL AFFILIATIONS. 4.1. THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR AT THE OHIO STATE TUFTS UNIVERSITY SCHOOL OF MEDICINE. HE IS ALSO THE DIRECTOR OF THE MOLECULAR ONCOLOGY RESEARCH INSTITUTE AT TUFTS MEDICAL CENTER (THE “INSTITUTE”) and is subject to the Institute’s policies, including policies concerning consulting, conflicts of interest and intellectual property. The Company acknowledges that, to the extent that such policies conflict with the terms of this Agreement, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this Agreement. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations to, or research on behalf of, the Institute. Advisor agrees to use reasonable efforts to avoid or minimize any such conflict. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunder. 4.2. ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S POLICIES OR GUIDELINES RELATING TO ADVISOR’S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. 4.1 THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR PSYCHOLOGIST AT THE OHIO STATE UNIVERSITY OF ALABAMA AT BIRMINGHAM (THE “"INSTITUTE”") and is subject to the Institute’s policiesAND IS SUBJECT TO THE INSTITUTE'S POLICIES, including policies concerning consultingINCLUDING POLICIES CONCERNING CONSULTING, conflicts of interest and intellectual propertyCONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. The Company acknowledges thatTHE COMPANY ACKNOWLEDGES THAT, to the extent that such policies conflict with the terms of this AgreementTO THE EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR'S OBLIGATIONS UNDER THE INSTITUTE'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations toTHE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, or research on behalf ofOR RESEARCH ON BEHALF OF, the InstituteTHE INSTITUTE. Advisor agrees to use reasonable efforts to avoid or minimize any such conflictADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunderADVISOR AGREES THAT HE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER. 4.2. 4.2 ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS I'ERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR CONSULTANT AT THE OHIO STATE UNIVERSITY BRIGHT MINDS BIOSCIENCES LTD. (THE “"INSTITUTE”") and is subject to the Institute’s policiesAND IS SUBJECT TO THE INSTITUTE'S POLICIES, including policies concerning consultingINCLUDING POLICIES CONCERNING CONSULTING, conflicts of interest and intellectual propertyCONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. The Company acknowledges thatTHE COMPANY ACKNOWLEDGES THAT, to the extent that such policies conflict with the terms of this AgreementTO THE EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR'S OBLIGATIONS UNDER THE INSTITUTE'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations toTHE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, or research on behalf ofOR RESEARCH ON BEHALF OF, the InstituteTHE INSTITUTE. Advisor agrees to use reasonable efforts to avoid or minimize any such conflictADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunderADVISOR AGREES THAT HE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER. 4.2. ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. 4.1 THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR THE PRINCIPAL AT THE OHIO STATE UNIVERSITY D FLOOD CONSULTING LLC (THE “"INSTITUTE”") and is subject to the Institute’s policiesAND IS SUBJECT TO THE INSTITUTE'S POLICIES, including policies concerning consultingINCLUDING POLICIES CONCERNING CONSULTING, conflicts of interest and intellectual propertyCONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. The Company acknowledges thatTHE COMPANY ACKNOWLEDGES THAT, to the extent that such policies conflict with the terms of this AgreementTO THE EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR'S OBLIGATIONS UNDER THE INSTITUTE'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations toTHE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, or research on behalf ofOR RESEARCH ON BEHALF OF, the InstituteTHE INSTITUTE. Advisor agrees to use reasonable efforts to avoid or minimize any such conflictADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunderADVISOR AGREES THAT SHE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER. 4.2. 4.2 ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, . SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. 4.1 THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR [CONSULTANT ROLE] AT THE OHIO STATE UNIVERSITY [CONSULTANT INSTITUTION] (THE “"INSTITUTE”") and is subject to the Institute’s policiesAND IS SUBJECT TO THE INSTITUTE'S POLICIES, including policies concerning consultingINCLUDING POLICIES CONCERNING CONSULTING, conflicts of interest and intellectual propertyCONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. The Company acknowledges thatTHE COMPANY ACKNOWLEDGES THAT, to the extent that such policies conflict with the terms of this AgreementTO THE EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR'S OBLIGATIONS UNDER THE INSTITUTE'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations toTHE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, or research on behalf ofOR RESEARCH ON BEHALF OF, the InstituteTHE INSTITUTE. Advisor agrees to use reasonable efforts to avoid or minimize any such conflictADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunderADVISOR AGREES THAT HE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER. 4.2. 4.2 ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. 4.1 THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR AT AN INDEPENDENT CONSULTANT AND IS NOT SUBJECT TO AN INSTITUTE'S POLICIES, INCLUDING POLICIES CONCERNING CONSULTING, CONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. THE OHIO STATE UNIVERSITY (COMPANY ACKNOWLEDGES THAT, TO THE “EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, ADVISOR'S OBLIGATIONS UNDER THE INSTITUTE”) and is subject to the Institute’s policies'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. THE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, including policies concerning consultingOR RESEARCH ON BEHALF OF, conflicts of interest and intellectual propertyTHE INSTITUTE. The Company acknowledges that, to the extent that such policies conflict with the terms of this Agreement, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations to, or research on behalf of, the Institute. Advisor agrees to use reasonable efforts to avoid or minimize any such conflict. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunderADVISOR AGREES THAT HE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER. 4.2. 4.2 ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. 4.1 THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR NEUROLOGIST AT THE OHIO STATE UNIVERSITY "****" (THE “"INSTITUTE”") and is subject to the Institute’s policiesAND IS SUBJECT TO THE INSTITUTE'S POLICIES, including policies concerning consultingINCLUDING POLICIES CONCERNING CONSULTING, conflicts of interest and intellectual propertyCONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. The Company acknowledges thatTHE COMPANY ACKNOWLEDGES THAT, to the extent that such policies conflict with the terms of this AgreementTO THE EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR'S OBLIGATIONS UNDER THE INSTITUTE'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations toTHE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, or research on behalf ofOR RESEARCH ON BEHALF OF, the InstituteTHE INSTITUTE. Advisor agrees to use reasonable efforts to avoid or minimize any such conflictADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunderADVISOR AGREES THAT HE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER. 4.2. 4.2 ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. 4.1 THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR PHYSICIAN AT THE OHIO STATE UNIVERSITY XXXXXXXX HEART INSTITUTE (THE “"INSTITUTE”") and is subject to the Institute’s policiesAND IS SUBJECT TO THE INSTITUTE'S POLICIES, including policies concerning consultingINCLUDING POLICIES CONCERNING CONSULTING, conflicts of interest and intellectual propertyCONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. The Company acknowledges thatTHE COMPANY ACKNOWLEDGES THAT, to the extent that such policies conflict with the terms of this AgreementTO THE EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR'S OBLIGATIONS UNDER THE INSTITUTE'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations toTHE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, or research on behalf ofOR RESEARCH ON BEHALF OF, the InstituteTHE INSTITUTE. Advisor agrees to use reasonable efforts to avoid or minimize any such conflictADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunderADVISOR AGREES THAT HE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER. 4.2. 4.2 ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. 4.1 THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR SCIENTIFIC ADVISOR AT THE OHIO STATE UNIVERSITY MEDICAL COLLEGE OF WISCONSIN (THE “"INSTITUTE”") and is subject to the Institute’s policiesAND IS SUBJECT TO THE INSTITUTE'S POLICIES, including policies concerning consultingINCLUDING POLICIES CONCERNING CONSULTING, conflicts of interest and intellectual propertyCONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. The Company acknowledges thatTHE COMPANY ACKNOWLEDGES THAT, to the extent that such policies conflict with the terms of this AgreementTO THE EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR'S OBLIGATIONS UNDER THE INSTITUTE'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations toTHE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, or research on behalf ofOR RESEARCH ON BEHALF OF, the InstituteTHE INSTITUTE. Advisor agrees to use reasonable efforts to avoid or minimize any such conflictADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunder.ADVISOR AGREES THAT HE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER, 4.2. 4.2 ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.

INSTITUTIONAL AFFILIATIONS. 4.1. THE COMPANY ACKNOWLEDGES THAT ADVISOR IS A PROFESSOR SENIOR SCIENTIST AT THE OHIO STATE UNIVERSITY SUNNYBROOK RESEARCH INSTITUTE (THE “"INSTITUTE”") and is subject to the Institute’s policiesAND IS SUBJECT TO THE INSTITUTE'S POLICIES, including policies concerning consultingINCLUDING POLICIES CONCERNING CONSULTING, conflicts of interest and intellectual propertyCONFLICTS OF INTEREST AND INTELLECTUAL PROPERTY. The Company acknowledges thatTHE COMPANY ACKNOWLEDGES THAT, to the extent that such policies conflict with the terms of this AgreementTO THE EXTENT THAT SUCH POLICIES CONFLICT WITH THE TERMS OF THIS AGREEMENT, Advisor’s obligations under the Institute’s policies take priority over the obligations Advisor has by reason of this AgreementADVISOR'S OBLIGATIONS UNDER THE INSTITUTE'S POLICIES TAKE PRIORITY OVER THE OBLIGATIONS ADVISOR HAS BY REASON OF THIS AGREEMENT. The Company further acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations toTHE COMPANY FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL AFFECT ADVISOR'S OBLIGATIONS TO, or research on behalf ofOR RESEARCH ON BEHALF OF, the InstituteTHE INSTITUTE. Advisor agrees to use reasonable efforts to avoid or minimize any such conflictADVISOR AGREES TO USE REASONABLE EFFORTS TO AVOID OR MINIMIZE ANY SUCH CONFLICT. Advisor agrees that he will use best efforts to avoid using any facilities or resources of the Institute in performing the Services hereunderADVISOR AGREES THAT HE WILL USE BEST EFFORTS TO AVOID USING ANY FACILITIES OR RESOURCES OF THE INSTITUTE IN PERFORMING THE SERVICES HEREUNDER. 4.2. ADVISOR AGREES TO PROVIDE TO THE COMPANY COPIES OF INSTITUTE’S 'S POLICIES OR GUIDELINES RELATING TO ADVISOR’S 'S OBLIGATIONS TO THE INSTITUTE AND CONSULTING SERVICES, IF ANY, PROMPTLY UPON REQUEST BY THE COMPANY. IF ADVISOR IS REQUIRED BY THE INSTITUTE, PURSUANT TO APPLICABLE GUIDELINES OR POLICIES, TO MAKE ANY DISCLOSURE OR TAKE ANY ACTION THAT CONFLICTS WITH THE SERVICES BEING PROVIDED BY ADVISOR HEREUNDER OR IS THAT CONTRARY TO THE TERMS OF THIS AGREEMENT, ADVISOR WILL PROMPTLY NOTIFY THE COMPANY OF SUCH OBLIGATION, SPECIFYING THE NATURE OF SUCH DISCLOSURE OR ACTION AND IDENTIFYING THE APPLICABLE GUIDELINE OR POLICY UNDER WHICH DISCLOSURE OR ACTION IS REQUIRED, PRIOR TO MAKING SUCH DISCLOSURE OR TAKING SUCH ACTION.