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.