Common use of The Research Clause in Contracts

The Research. 2.1. In addition to the Initial Research Program, the Company may finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during a Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and Yissum following completion of the Initial Research Program. 2.2. Any Research to be conducted pursuant to the Initial Research Program shall be governed by the MOU. Any Subsequent Research Program shall be under the supervision of the Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Yissum shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within 20 days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate any Subsequent Research Program, in which case monies paid to Yissum for the Research pursuant to the Subsequent Research Budget which have not been expended at the time of termination will be refunded to the Company; provided that the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement; provided, however, that the Company shall have the right to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement. 2.4. The compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program, shall be set forth in a Subsequent Research Budget as agreed upon by Yissum and the Company. 2.5. For the avoidance of doubt, nothing herein shall prevent Yissum or the University or the Researcher from obtaining, subject to the Company’s approval, any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to or inconsistent with the rights granted to the Company in this Agreement or which limit in any manner the scope or terms of the license and rights granted to the Company hereunder. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.6. Within 60 days of the end of each 12 months of a Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research under the Research Program during the preceding year. In addition, Yissum shall cause the Researcher to provide progress reports to the Company no less than quarterly throughout a Research Program and shall respond to the Company’s reasonable requests for progress information from time to time. 2.7. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.8. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the Company.

The Research. 2.1. In addition to the Initial Research Program, the Company may finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during a Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and Yissum following completion of the Initial Research Program. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.2. Any Research to be conducted pursuant to the Initial Research Program shall be governed by the MOU. Any Subsequent Research Program shall be under the supervision of the Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Yissum shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within 20 days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate any Subsequent Research Program, in which case monies paid to Yissum for the Research pursuant to the Subsequent Research Budget which have not been expended at the time of termination will be refunded to the Company; provided that the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement; provided, however, that the Company shall have the right to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement. 2.4. The compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program, shall be set forth in a Subsequent Research Budget as agreed upon by Yissum and the Company. 2.5. For the avoidance of doubt, nothing herein shall prevent Yissum or the University or the Researcher from obtaining, subject to the Company’s approval, any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to or inconsistent with the rights granted to the Company in this Agreement or which limit in any manner the scope or terms of the license and rights granted to the Company hereunder. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.6. Within 60 days of the end of each 12 months of a Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research under the Research Program during the preceding year. In addition, Yissum shall cause the Researcher to provide progress reports to the Company no less than quarterly throughout a Research Program and shall respond to the Company’s reasonable requests for progress information from time to time. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.7. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.8. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the Company.

The Research. 2.1. In addition to The Institution shall perform the Initial Research Program, the Company may finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during a Subsequent Research Period or any amendments thereof as may be agreed upon by the Company terms and Yissum following completion of the Initial Research Program. 2.2. Any Research to be conducted pursuant to the Initial Research Program shall be governed by the MOU. Any Subsequent Research Program shall be under the supervision of the Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Yissum shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within 20 days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate any Subsequent Research Program, in which case monies paid to Yissum for the Research pursuant to the Subsequent Research Budget which have not been expended at the time of termination will be refunded to the Company; provided that the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect conditions of this Agreement it may do so after executing a separate agreement with Yissum setting and, if required, shall provide any deliverables as set out the terms of such placement; provided, however, that the Company shall have the right in this Agreement to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement. 2.4UCL. The compensation to Yissum for Institution shall, in the performance of the Subsequent Research, be solely responsible for its own organisational arrangements and procedures, provided that its performance of the Research Programshall be consistent with its obligations under this Agreement. The Research shall be performed by the Institution in accordance with: the timescales, set out Schedule 4 of the Approved Project the reasonable instructions of UCL. The Institution will ensure that the Research is carried out by, or under the supervision of, the Key Staff. UCL may terminate any Approved Project, with immediate effect by written notice to the Institution if any of the Key Staff are not available for the entire period needed to fulfil their part in the Research, subject to prior discussion with the Institution to first attempt to identify a mutually acceptable replacement. The Institution shall ensure full communication takes place between the Parties and such others as may be notified to the Institution by UCL and shall advise as required on the Research. In particular, the Institution must notify UCL and the relevant research ethics committee of any earlier termination proposed deviation by it from the agreed protocol or if significant developments occur as the Research progresses, whether in relation to the safety of individuals or to scientific direction. If UCL believes that an Approved Project or the Subsequent Research Programway in which Institution is undertaking or is proposing to undertake a Approved Project is deficient, it shall formally notify the Institution in writing at the earliest possible opportunity, discuss the matter with the Institution and give it clear indications as to how the Approved Project has not been satisfactory. After such discussions, Institution shall remedy any agreed faults within an agreed, reasonable time, not generally to exceed 21 working days unless otherwise agreed. Should Institution not to remedy any such agreed faults within the period agreed with the UCL, the UCL shall be entitled to terminate the Approved Project as set forth in a Subsequent Research Budget as agreed upon out elsewhere herein. The Institution shall ensure that each member of staff, student or others engaged by Yissum and the Company. 2.5. For the avoidance of doubt, nothing herein shall prevent Yissum or the University or the Researcher from obtaining, subject to the Company’s approval, any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights Institution in the Research undertakes to observe the terms of this Agreement and any further or supplementary agreement entered into between the parties and that such members of staff, students and others are advised of any changes in the scope of the Agreement or the Research. The Institution will ensure that the Data are used only by the Key Staff and only for the purpose of the Research, as specified, and are not passed to anyone outside of the Research Results prejudicial without the prior written consent of UCL. The Institution will ensure that the Data are used in compliance with all applicable law including, without limitation, the Data Protection Xxx 0000, and in compliance with any of UCL's policies or guidelines. The Institution will ensure that the Key Staff sign a confidentiality and publication agreement (Schedule 2 and Schedule 3), templates of which are attached to this Agreement, and will return it to the UCL contacts listed in Section 14 ‘Notices’. The Institution will ensure that the Key Staff adhere to the aforementioned confidentiality and publication agreement. The Institution will ensure that the Research is conducted in accordance with, if relevant, the Department of Health guidance: “Research Governance Framework For Health and Social Care” and “Governance Arrangements for NHS Research Ethics Committees”, and such other relevant guidelines and/or guidance as may be issued, amended or inconsistent replaced from time to time by UCL and/or the Department of Health. The Institution shall comply with all other legislation relevant to the Research including (without limitation and to the extent applicable): The Medicines for Human Use (Clinical Trials) Regulations (SI 2004/1031); and The Human Tissue Xxx 0000. Applications for Data All requests to use the Data must be submitted, in advance, using the appropriate form as found in Schedule 1. The form should then be returned in accordance with the rights granted to instructions supplied. All applications for the Company use of Data are judged independently by the LHA Data Sharing Committee and nothing in this Agreement should be taken as awarding any priority or which limit in any manner the scope or terms of the license and rights granted preferential treatment to the Company hereunderInstitution. The results of any such research financed LHA Data Sharing Committee reserves the right to prioritise applications where necessary. Proposed projects that will incur significant extra work by other entities shall not form part of the Licensed Technology and shall not LHA staff may be subject to a charge to cover the License hereunder. 2.6additional costs incurred by the LHA. Within 60 days Any such costs will be notified in advance. When the LHA Data Sharing Committee approves a proposal it will recommend the level of collaboration required with the NSHD Study Team. The collaboration required takes into account the quality, sensitivity or amount of data/meta-data requested, the extent of biomedical data requested, and the scientific investments of the end NSHD Study Team and their key specialist collaborators. A NSHD co-ordinator may be assigned, at UCL’s sole discretion, to a research project by the LHA Data Sharing Committee. Facilitated collaborations between the external researcher and the NSHD Study Team are encouraged. This means that a NSHD co-ordinator (either from the study team or one of each 12 months their key expert collaborators) is assigned to help the external scientist make the best use of the Data, advise on interpretation of a Research Programspecialist database, Yissum shall present or supervise the Company with a written report from use of sensitive or restricted data. Facilitated collaborations may be required in the Researcher summarizing the results following circumstances and may involve additional conditions for use of the Research under data: this list is indicative rather than exhaustive. Proposals that require access to a specialist database created by a key collaborator or have required significant investments in time by the Research Program during study team. Proposals that require access to sensitive data. Sensitive data include, but are not limited to, the preceding yearcause and date of death of a study member, data on residential or emigration history, and medical and other information with small cell counts (e.g. hospital admissions, or illnesses). Proposals requiring access to data or meta-data that have not yet been through the vigorous quality assurances protocols that are in place and will require a significant amount of time to check and/or clean. Proposals requiring access to extensive biomedical data or that significantly overlap with the current scientific programmes of the NSHD Study Team. This Agreement covers all proposed data sharing ranging from full collaborations to independent projects with little involvement of the NSHD Study Team Data Supply UCL will supply Data for each Approved Project as specified in Schedule 1 section 9. UCL will provide the Data to the Institution in the format specified in Schedule 1 section 10. This Agreement does not restrict the right of UCL to distribute the Data to third parties or to publish any document relating to the Data or to use the Data in any other way. Confidentiality The Institution will ensure the security of Data and that it is treated as confidential. In additionparticular the Institution will ensure that: Data remains confidential as governed by common law obligations of confidentiality and/or medical confidentiality, Yissum shall cause requirements of the Researcher to provide progress reports to Data Protection Xxx 0000, the Company no less than quarterly throughout a Research Program Human Tissue Xxx 0000, any other applicable laws, and shall respond to the Company’s reasonable requests for progress information UCL published guidelines, each as amended from time to time. 2.7. Nothing contained ; no attempt is made by Researchers to re-identify, trace or contact the NSHD subjects, or to access data which could identify the NSHD subjects, or to use the Data in any way that could infringe the rights of the NSHD subjects, or otherwise affect them or the NSHD adversely; Parties to this Agreement shall be construed which are subject to the Freedom of Information Xxx 0000 (“FOIA”) or the Freedom of Information (Scotland) Act 2002 (“FOI(S)A”) or any equivalent legislation in another jurisdiction (“Equivalent”) and which receive a request under FOIA or FOI(S)A or an Equivalent to disclose any information that belongs to the other Party will notify and consult that Party in writing as a warranty on soon as reasonably practicable, and in any event, not later than five working days after receiving the part of Yissum that any results or inventions will be achieved by the Research, or request. The Parties acknowledge and agree that the Research Results, if any, are decision on whether any exemption applies to a request for disclosure of recorded information under FOIA or will be commercially exploitable. Yissum makes no warranties whatsoever as FOI(S)A or Equivalent is a decision solely for the Party responding to the commercial request. Where the Party responding to an FOIA or scientific value FOI(S)A or Equivalent request determines that it will disclose information that belongs to the other Party it will notify the other Party in writing, giving at least five working days’ notice of its intended disclosure. The Parties acknowledge that remedies at law may be inadequate to protect against a breach of the Research Results. 2.8. Should provisions of this clause 7 and that the Company choose UCL may seek injunctive relief to (a) retain the services of the Researcher or restrain such breach, in addition to any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, remedies available to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the CompanyUCL.

The Research. 2.1. In addition to the Initial Research Program, the Company may finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during a Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and Yissum following completion of the Initial Research Program. 2.2. Any Research to be conducted pursuant to the Initial Research Program shall be governed by the MOU. Any Subsequent Research Program shall be under the supervision of the Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Yissum shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within 20 days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate any Subsequent Research Program, in which case monies paid to Yissum for the Research pursuant to the Subsequent Research Budget which have not been expended at the time of termination will be refunded to the Company; provided that the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement; provided, however, that the Company shall have the right to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement. 2.4. The compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program, shall be set forth in a Subsequent Research Budget as agreed upon by Yissum and the Company. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.5. For the avoidance of doubt, nothing herein shall prevent Yissum or the University or the Researcher from obtaining, subject to the Company’s approval, any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to or inconsistent with the rights granted to the Company in this Agreement or which limit in any manner the scope or terms of the license and rights granted to the Company hereunder. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.6. Within 60 days of the end of each 12 months of a Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research under the Research Program during the preceding year. In addition, Yissum shall cause the Researcher to provide progress reports to the Company no less than quarterly throughout a Research Program and shall respond to the Company’s reasonable requests for progress information from time to time. 2.7. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.8. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the Company. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

The Research. 2.1. In addition The Company hereby undertakes to the Initial Research Program, the Company may finance performance of a Subsequent the Research Program in accordance with a Subsequent the Research Program and Research Budget during a Subsequent the Research Period or any amendments thereof as may be agreed upon by the Company and Yissum following completion of the Initial Research Programthereof. 2.2. Any The Research to shall be conducted pursuant to the Initial Research Program shall be governed by the MOU. Any Subsequent Research Program shall be and under the supervision of the Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Yissum shall notify the Company in writing of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within 20 thirty (30) days of this written notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate any Subsequent Research Programthe Research, in which case provided that (i) no monies paid to Yissum for the Research in accordance with the Research Budget and pursuant to the Subsequent Research Budget which have not been expended at the time of termination schedule set forth in Appendix B, will be refunded to the Companyrefundable; provided that and (ii) the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement; provided, however, that the Company shall have the right to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement. 2.4. The As compensation to Yissum for the performance of the Subsequent Research ProgramResearch, subject to any earlier termination of the Subsequent Research pursuant to Section 2.2 above, the Company shall pay Yissum the total sum of ______________________ US Dollars ($_____________) [To be determined upon receipt of the NIH Grant Approval], payable as set forth in Appendix B. 2.5. Yissum shall have the right of first offer to conduct any additional research not included in the Research Program, shall which may be set forth in required by the Company to develop a Subsequent Research Budget as agreed upon by Yissum Product, provided that there are employees of the University competent and the Companyavailable to perform such additional research. 2.52.6. For the avoidance of doubt, (a) the Researcher(s) may, where reasonably necessary or appropriate during the Research Period, reallocate the Research Fee among the various expense categories set forth in the Research Budget in Appendix B; and (b) nothing herein shall prevent Yissum or the University or the Researcher from obtaining, subject to the Company’s approval, obtaining any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to or inconsistent with the rights granted to the Company in this Agreement or which limit in any manner the scope or terms of the license and rights granted to the Company hereunderAgreement. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.62.7. Within 60 thirty (30) days of the end of each 12 six (6) months of a the Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research under the Research Program during the preceding year. In addition, Yissum shall cause the Researcher to provide progress reports to the Company no less than quarterly throughout a Research Program and shall respond to the Company’s reasonable requests for progress information from time to time. 2.72.8. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.82.9. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the Company.