Common use of Proprietary Rights and Information Clause in Contracts

Proprietary Rights and Information. Subject to the provisions of the License Agreement between Company and Ramot-University Authority for Applied Research and Industrial Development Ltd., dated as of same date (the "LICENSE AGREEMENT") with respect to proprietary rights in the Technology (as defined in the License Agreement: (a) any and all patentable and unpatentable inventions, discoveries, ideas or applications conceived, originated or developed by Employee during the term of his employment under this Agreement or in connection therewith and directly relating to Company's business (which on the Effective Date relates to drug discovery to membrane embedded proteins and De Novo protein design), and as may be adjusted from time to time (the "COMPANY'S BUSINESS") shall be the sole and exclusive property of Company in every territory in which Company conducts its business, whether directly or indirectly. Without derogating from the foregoing, Employee hereby irrevocably transfers and assigns to the Company for no consideration any and all such present and future patentable and unpatentable inventions, discoveries, ideas or applications, including but not limited to any intellectual property related rights to or in the same, which were invented, discovered, thought of, produced, developed or applied during the term of employment hereunder. In addition, without derogating from any of the foregoing provisions, the Employee, at the request and sole expense of Company, shall execute such documents and perform such acts as the Company or its counsel may deem necessary or advisable to irrevocably confer upon the Company for no consideration all rights in and title and interest to such invention, discovery or idea, and all patent application, patents and copyrights thereon, and to enable and assist the Company in procuring, maintaining, enforcing and defending patents, copyrights and other applicable statutory protection on any such invention, discovery, idea or application which may be patentable or copyrightable. (b) Employee shall promptly disclose to the Company in such form and manner as the Company may reasonably require all inventions, systems, services and other information or data directly relating to the Company's Business conceived, originated, discovered or developed by the Employee hereunder and during the term hereof. It is understood that such information is proprietary in nature and shall (as between the Company and the Employee) be for the exclusive use and benefit of the Company. In addition, the Employee shall keep the Company informed on a regular basis of the progress of the Employee's research and development efforts hereunder.

Proprietary Rights and Information. Subject to the provisions of the License Agreement between Company Employee acknowledges and Ramot-University Authority for Applied Research and Industrial Development Ltd., dated as of same date (the "LICENSE AGREEMENT") with respect to proprietary rights in the Technology (as defined in the License Agreementagrees that: (a) any and all patentable and unpatentable inventions, discoveries, ideas or applications conceived, originated or developed by Employee during the term of his her employment under this Agreement or in connection therewith and directly relating to Company's business (which on the Effective Date relates to drug discovery to membrane embedded proteins and De Novo protein design), and as may be adjusted from time to time (the "COMPANY'S BUSINESS") shall be the sole and exclusive property of Company in every territory in which Company conducts its business, whether directly or indirectly. Without derogating from the foregoing, Employee hereby irrevocably transfers and assigns to the Company for no consideration any and all such present and future patentable and unpatentable inventions, discoveries, ideas or applications, including but not limited to any intellectual property related rights to or in the same, which were invented, discovered, thought of, produced, developed or applied during the term of employment hereunder. In addition, without derogating from any of the foregoing provisions, the Employee, at the request and sole expense of Company, shall execute such documents and perform such acts as the Company or its counsel may deem necessary or advisable to irrevocably confer upon the Company for no consideration all rights in and title and interest to such invention, discovery or idea, and all patent applicationapplications, patents and copyrights thereon, and to enable and assist the Company in procuring, maintaining, enforcing and defending patents, copyrights and other applicable statutory protection on any such invention, discovery, idea or application which may be patentable or copyrightable. (b) Employee shall promptly disclose to the Company in such form and manner as the Company may reasonably require all inventions, systems, services and other information or data directly relating to the Company's Business conceived, originated, discovered or developed by the Employee hereunder and during the term hereof. It is understood that such information is proprietary in nature and shall (as between the Company and the Employee) be for the exclusive use and benefit of the Company. In addition, the Employee shall keep the Company informed on a regular basis of the progress of the Employee's research and development efforts hereunder.