Common use of Inventions and Other Intellectual Property Clause in Contracts

Inventions and Other Intellectual Property. Employee agrees that during the term of his employment by Employer, he will disclose to Employer (and no one else) all, and will not use for his own benefit or otherwise misappropriate any, ideas, methods, plans, developments or improvements known by him which relate directly or indirectly to A.M. Castle’s Business (as defined below), whether acquired by Employee before or during his employment by Employer. Employee acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and similar or related information (whether or not patentable) that relate to the actual or anticipated business, research and development, or existing or future products or services of Employer and that are conceived, developed, or made by Employee while employed by Employer (“Work Product”) belong to Employer. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. Section 101, and ownership of all right, title, and interest therein shall vest in Employer. To the extent that any Work Product is not deemed a “work made for hire” under applicable law, or all right, title, and interest in and to such Work Product has not automatically vested in Employer, Employee hereby irrevocably assigns, transfers, and conveys, to the full extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to Employer without further consideration. Employee will promptly disclose such Work Product to Employer and perform all actions requested by Employer (whether during or after employment) to establish and confirm such ownership (including without limitation, assignments, consents, powers of attorney, and other instruments). Nothing in this Section 9 shall be construed as requiring any such communication where the idea, plan, method or development is lawfully protected from disclosure as a trade secret of a third party or by any other lawful prohibition against such communication.

Inventions and Other Intellectual Property. 9.1 Employee agrees to hold in complete trust for the benefit of Opexa, and to disclose promptly and fully to Opexa in writing, and hereby assigns, and binds Employee’s heirs, executors, administrators, and all legal representatives to assign, to Opexa any and all inventions, discoveries, ideas, concepts, improvements, copyrightable works, biological materials, and other developments (all of the above are collectively referred to as the “Developments”) conceived, made, discovered or developed by him, solely or jointly with others, during Employee’s employment by Opexa, whether during or outside of usual working hours and whether on Opexa’s premises or not, which relate in any manner to the past, present or anticipated business of Opexa. Any and all such Developments shall be the sole and exclusive property of Opexa, whether patentable, copyrightable, or neither, and Employee agrees that during the term of his employment by EmployerEmployee will assist and fully cooperate in every way, he will disclose to Employer (and no one else) allat Opexa’s expense, in securing, maintaining, and will not use enforcing, for his own the benefit of Opexa or otherwise misappropriate anyits designee, ideaspatents, methods, plans, developments copyrights or improvements known by him which relate directly other types of proprietary or indirectly to A.M. Castle’s Business (as defined below), whether acquired by Employee before or during his employment by Employerintellectual property protection for such Developments in any and all countries. Employee acknowledges and agrees that any and all inventionssuch Developments conceived, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and similar or related information (whether or not patentable) that relate to the actual or anticipated business, research and developmentcreated, or existing or future products or services of Employer and that are conceived, developed, or made authored by Employee while employed by Employer (“Work Product”) belong to Employer. Any copyrightable work falling him within the definition scope of Work Product shall be deemed Employee’s employment is a “work made for hire,” as such term is defined in 17 U.S.C. Section 101by the federal copyright laws, and ownership therefore all copyrights in and to such works are and will be owned by Opexa. To the extent that Employee authors any copyrightable work in any medium during the Term of this Agreement which relates or pertains in any way to Opexa or any of the operations or activities of either and which was not prepared within the scope of Employee’s employment, Employee hereby assigns all right, title, and interest therein interest, including but not limited to all rights of copyright, in and to such works to Opexa. Within six months following the termination of Employee’s employment, and without limiting the generality of the foregoing, any Development of the Employee relating to any Opexa subject matter on which Employee worked or was informed during Employee’s employment by Opexa shall vest in Employer. To be conclusively presumed to have been conceived and made prior to the extent termination of Employee’s employment (unless the Employee clearly proves that such Development was conceived and made following the termination of Employee’s employment), and shall accordingly belong, and be assigned, to Opexa and shall be subject to this Agreement. 9.2 Without limiting the foregoing, Employee agrees at the request of Opexa (but without additional compensation from Opexa during Employee’s employment by Opexa) to execute any Work Product is not deemed a “work made and all papers and perform all lawful acts which Opexa deems necessary for hire” under applicable lawthe preparation, filing, prosecution, and maintenance of applications for United States and foreign letters patent, or for United States and foreign copyrights, on the Developments, and to execute such instruments as are necessary or convenient to assign to Opexa, its successors, assigns or nominees, all of the Employee’s right, title, and interest in the Developments and the like, so as to such Work Product has not automatically vested establish, maintain or perfect, in EmployerOpexa, Employee hereby irrevocably assignsits successors, transfersassigns or nominees, and conveys, to the full extent permitted by applicable law, all entire right, title, and interest in and to the Work Product on a worldwide basis to Employer without further consideration. Employee will promptly disclose such Work Product to Employer and perform all actions requested by Employer (whether during or after employment) to establish and confirm such ownership (including without limitation, assignments, consents, powers of attorneyDevelopments, and other instruments). Nothing also to execute any instruments necessary or which Opexa may deem desirable it connection with any continuation, renewal or reissue thereof, or in the conduct of any proceedings or litigation in regard thereto. 9.3 All expenses incurred by the Employee by reason of the performance of any of the obligations set forth in this Section 9 on Inventions shall be construed as requiring any such communication where borne by Opexa. Should the ideaEmployee’s assistance be requested by Opexa after termination of employment, plan, method or development is lawfully protected from disclosure as Opexa would compensate the Employee at a trade secret of a third party or by any other lawful prohibition against such communicationreasonable rate.

Inventions and Other Intellectual Property. 9.1 Employee agrees to hold in complete trust for the benefit of Opexa, and to disclose promptly and fully to Opexa in writing, and hereby assigns, and binds Employee’s heirs, executors, administrators, and all legal representatives to assign, to Opexa any and all inventions, discoveries, ideas, concepts, improvements, copyrightable works, biological materials, and other developments (all of the above are collectively referred to as the “Developments”) conceived, made, discovered or developed by him, solely or jointly with others, during Employee’s employment by Opexa, whether during or outside of usual working hours and whether on Opexa’s premises or not, which relate in any manner to the past, present or anticipated business of Opexa. Any and all such Developments shall be the sole and exclusive property of Opexa, whether patentable, copyrightable, or neither, and Employee agrees that during the term of his employment by EmployerEmployee will assist and fully cooperate in every way, he will disclose to Employer (and no one else) allat Opexa’s expense, in securing, maintaining, and will not use enforcing, for his own the benefit of Opexa or otherwise misappropriate anyits designee, ideaspatents, methods, plans, developments copyrights or improvements known by him which relate directly other types of proprietary or indirectly to A.M. Castle’s Business (as defined below), whether acquired by Employee before or during his employment by Employerintellectual property protection for such Developments in any and all countries. Employee acknowledges and agrees that any and all inventionssuch Developments conceived, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and similar or related information (whether or not patentable) that relate to the actual or anticipated business, research and developmentcreated, or existing or future products or services of Employer and that are conceived, developed, or made authored by Employee while employed by Employer (“Work Product”) belong to Employer. Any copyrightable work falling him within the definition scope of Work Product shall be deemed Employee’s employment is a “work made for hire,” as such term is defined in 17 U.S.C. Section 101by the federal copyright laws, and ownership therefore all copyrights in and to such works are and will be owned by Opexa. To the extent that Employee authors any copyrightable work in any medium during the Term of this Agreement which relates or pertains to Opexa or its operations or activities and which was not prepared within the scope of Employee’s employment, Employee hereby assigns all right, title, and interest therein interest, including but not limited to all rights of copyright, in and to such works to Opexa. Within six months following the termination of Employee’s employment, and without limiting the generality of the foregoing, any Development of the Employee relating to any Opexa subject matter on which Employee worked or was informed during Employee’s employment by Opexa shall vest in Employer. To be conclusively presumed to have been conceived and made prior to the extent termination of Employee’s employment (unless the Employee clearly proves that such Development was conceived and made following the termination of Employee’s employment), and shall accordingly belong, and be assigned, to Opexa and shall be subject to this Agreement. 9.2 Without limiting the foregoing, Employee agrees at the request of Opexa (but without additional compensation from Opexa during Employee’s employment by Opexa) to execute any Work Product is not deemed a “work made and all papers and perform all lawful acts which Opexa deems necessary for hire” under applicable lawthe preparation, filing, prosecution, and maintenance of applications for United States and foreign letters patent, or for United States and foreign copyrights, on the Developments, and to execute such instruments as are necessary or convenient to assign to Opexa, its successors, assigns or nominees, all of the Employee’s right, title, and interest in the Developments and the like, so as to such Work Product has not automatically vested establish, maintain or perfect, in EmployerOpexa, Employee hereby irrevocably assignsits successors, transfersassigns or nominees, and conveys, to the full extent permitted by applicable law, all entire right, title, and interest in and to the Work Product on a worldwide basis to Employer without further consideration. Employee will promptly disclose such Work Product to Employer and perform all actions requested by Employer (whether during or after employment) to establish and confirm such ownership (including without limitation, assignments, consents, powers of attorneyDevelopments, and other instruments). Nothing also to execute any instruments necessary or which Opexa may deem desirable it connection with any continuation, renewal or reissue thereof, or in the conduct of any proceedings or litigation in regard thereto. 9.3 All expenses incurred by the Employee by reason of the performance of any of the obligations set forth in this Section 9 on Inventions shall be construed as requiring any such communication where borne by Opexa. Should the ideaEmployee’s assistance be requested by Opexa after termination of employment, plan, method or development is lawfully protected from disclosure as Opexa would compensate the Employee at a trade secret of a third party or by any other lawful prohibition against such communicationreasonable rate.

Inventions and Other Intellectual Property. Employee (a) The parties foresee that the Executive may make inventions or create other Intellectual Property in the course of his duties and agree that in this respect the Executive has a special responsibility to further the interests of the Company and any Group Company. (b) The Executive agrees that he will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of his right, title and interest throughout the world in and to any and all Intellectual Property, whether or not patentable or registrable under copyright, trademark or similar laws, which he may solely or jointly develop, or cause to developed, during the term of his employment by Employerthe Employment, he will disclose to Employer (and no one else) all, and will not use for his own benefit whether during working hours or otherwise misappropriate any, ideas, methods, plans, developments or improvements known by him which relate directly or indirectly (collectively referred to A.M. Castle’s Business (as defined below“Developed Intellectual Property”), whether acquired by Employee before or during his employment by Employer. Employee The Executive further acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and similar Developed Intellectual Property which are original works of authorship or related information (whether or not patentable) that relate to the actual or anticipated business, research and development, or existing or future products or services of Employer and that otherwise constitute copyrightable subject matter are conceived, developed, or made by Employee while employed by Employer (“Work Product”) belong to Employer. Any copyrightable work falling within the definition of Work Product shall be deemed a “work works made for hire” within the meaning of the United States Copyright Act and any similar laws of other jurisdictions (to the greatest extent permitted by applicable law) and are compensated by the Executive’s salary. (c) The Executive agrees to keep and maintain adequate and current written records of all Developed Intellectual Property during the term of the Employment with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and/or any other suitable format. Such records and any other materials or media embodying Developed Intellectual Property or Confidential Information will be available to and remain the sole property of the Company at all times. The Executive agrees not to remove any of the foregoing records, materials or media from the Company’s place of business except as such term is defined expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business. (d) The Executive agrees to assist the Company, or its designee, at the Company’s expense, in 17 U.S.C. Section 101every proper way to secure the Company’s rights in the Developed Intellectual Property in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and ownership of all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest therein shall vest in Employer. To the extent that any Work Product is not deemed a “work made for hire” under applicable law, or all right, title, title and interest in and to such Work Product has not automatically vested Developed Intellectual Property. The Executive further agrees that such obligation to execute or cause to be executed, when it is in Employerhis power to do so, Employee any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last right in such Intellectual Property to expire in any country of the world. If the Company is unable because of the Executive’s mental or physical incapacity or unavailability or for any other reason to secure his signature to apply for or to pursue any application for any United States or foreign patents or mask work, trademark or copyright registrations covering Developed Intellectual Property assigned to the Company as above, then the Executive hereby irrevocably assigns, transfers, designates and conveysappoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to the full extent permitted by applicable law, all right, title, act for and interest in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the Work Product on a worldwide basis application for, prosecution, issuance, maintenance or transfer of Intellectual Property registrations with the same legal force and effect as if originally executed by the Executive. The Executive hereby waives and irrevocably quitclaims to Employer without further consideration. Employee will promptly disclose such Work Product the Company any and all claims, of any nature whatsoever, which the Executive may now or hereafter have for infringement of any and all Intellectual Property assigned to Employer and perform all actions requested by Employer (whether during or after employment) to establish and confirm such ownership (including without limitation, assignments, consents, powers of attorney, and other instruments). Nothing in this Section 9 shall be construed as requiring any such communication where the idea, plan, method or development is lawfully protected from disclosure as a trade secret of a third party or by any other lawful prohibition against such communicationCompany.