H. Lee Moffitt Cancer Center and Research Institute, Inc. Patent and Copyright Agreement ( Agreement ) Agreement entered into as of the day of, by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. ( Moffitt ) and, an individual residing at. In consideration of and exchange for (i) my employment by or affiliation with Moffitt; (ii) wages/salary to be paid to me during any period of my employment or affiliation; (iii) utilization of Moffitt research facilities; (iv) receipt of gift, grant, or contract research funds through Moffitt; (v) availability to me of opportunities to perform research and/or performance of research at Moffitt; (vi) Moffitt s obligation to abide by Moffitt s Intellectual Property Policy including provisions providing for payment of revenues to inventors; (vii) participation in projects administered by or through Moffitt; and/or (viii) other good and valuable consideration, I hereby agree to each and all of the following: 1. DEFINITIONS The following terms shall have the indicated meanings: Property Rights shall mean and collectively include ideas, inventions, discoveries, formulae, processes, techniques, computer software, experimental and clinical tests or procedures, trade secrets, know-how, trademarks, service marks, copyrightable materials (including software and computer code) and copyrights thereon, tangible research property (including without limitation, chemical materials, computer readable media or documents containing computer software, computer databases, circuit diagrams, engineering drawings, integrated circuit chips and prototype devices and equipment) and improvements. Moffitt Intellectual Property shall mean and collectively include Property Rights that I conceive, invent, reduce to practice, make or author (in whole or in part, either, alone or jointly with others), during my employment or affiliation with Moffitt (a) with the use of equipment, supplies, facilities or trade secret information of Moffitt, or with the use of the hours for which I am to be or was compensated by Moffitt, or (b) that relate to the business of Moffitt or to its actual or demonstrably anticipated business, or (c) that result in whole or in part, from work performed by me for Moffitt or within the scope of my employment or affiliation with Moffitt, or (d) that are specifically ordered or commissioned by Moffitt from me, or (e) in connection with my use of gift, grant, or contract research or any other funds received through or administered by Moffitt, or (f) (with respect to copyrightable materials and copyrights) that result from work made for hire (as defined in Moffitt s Intellectual Property Policy) funded by Moffitt or a work involving significant use of the Moffitt funded or administered resources. Patent Rights shall mean and collectively include all U.S. and foreign patent applications on any of the Moffitt Intellectual Property, and continuations, continuations-in-part, divisions, and renewals thereof, all U.S. and foreign patents which may be granted thereon and all U.S. and Page 1 of 6
foreign patents on any of the Moffitt Intellectual Property, and all reissues and extensions thereof. 2. INVENTION DISCLOSURE I will promptly disclose and fully describe in writing to Moffitt s Office of Technology Management and Commercialization ( OTMC ) all Moffitt Intellectual Property and Patent Rights. I will also disclose and describe to Moffitt s OTMC any and all Property Rights that I conceive, invent, make, reduce to practice or author (in whole or in part, alone or jointly with others) within one year following my term of employment or affiliation with Moffitt and which are in any way connected with my employment or affiliation with Moffitt. 3. ASSIGNMENT OF INTELLECTUAL PROPERTY I agree to assign, and do hereby assign, to Moffitt, my entire right, title and interest in any and all Moffitt Intellectual Property and Patent Rights. I understand that Moffitt shall have the exclusive right not to file a patent application or seek registration of any other intellectual property right, to abandon the prosecution of any patent application or other intellectual property right or maintenance of any patent or intellectual property right. The above assignment of all my right, title and interest in any copyrightable materials and copyrights within Moffitt Intellectual Property includes, without limitation, the right to make adaptations or versions of the works that are the subject matter of the copyrights or any part thereof for any purpose whatsoever; the right to produce, transmit, exhibit, and exploit such adaptations or versions, or cause the same to be produced, transmitted, or exploited by any means or devices whatsoever now or hereinafter known; the right to use such works in whole or in part, to arrange, modify, and change the same, and add to or subtract therefrom, all without any requirement of attribution of authorship; the right to use the title of such works in connection with any adaptations or versions thereof or in conjunction with other material not based on such works and the right to use such works with a different title; the right to copyright such works and any adaptation or version thereof in the United States or elsewhere in Moffitt s name or otherwise for its sole benefit and to secure renewals or extensions of such copyrights in Moffitt s name or otherwise; and the right to use such works on product labels, in advertisements and promotional literature, and otherwise to use such works for purposes of trade, and any and all other rights granted to copyright owners under the United States and foreign copyright laws. Notwithstanding the foregoing, Moffitt shall not own, unless otherwise agreed in writing in accordance with Moffitt s Intellectual Property Policy, books, articles and other scholarly publications or novels, poems, musical compositions or other works of artistic creation created by my personal effort without the significant use of Moffitt funded or administered resources. I also agree to adhere to the Intellectual Property Policy, which involves disclosure, registration and notice of copyright as required by Moffitt. I further agree as to all such Moffitt Intellectual Property and Patent Rights to assist Moffitt and its nominees in every proper way to obtain and from time to time enforce Patent Rights, copyrights, or other rights on such Moffitt Intellectual Property in any and all countries and to that end I will execute all documents for use in applying for and obtaining such Patent Page 2 of 6
Rights, copyrights, or other intellectual property rights thereon in Moffitt s name, and enforcing same as Moffitt may desire, together with any assignments thereof to Moffitt or persons designated by it. Moffitt agrees to reimburse me for any reasonable expense I incur at Moffitt s request in fulfilling such obligations. In the event that Moffitt is unable for any reason whatsoever to secure my signature to any lawful and necessary document required or reasonably desired to apply for or execute any patent, copyright, or other applications with respect to such Patent Rights and Moffitt Intellectual Property (such as renewals, extensions, or continuations-in-part of patent applications, patents, or copyrights), I hereby irrevocably designate and appoint Moffitt and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by me. 4. REVENUE SHARING I understand that distribution of revenue received from Moffitt Intellectual Property and Patent Rights will be made by Moffitt in accordance with the terms and conditions set forth in Moffitt s Intellectual Property Policy. 5. NOTICE, PUBLICATION AND DELAY I understand that prompt disclosure to Moffitt is essential to ensure proper patent protection of any patentable invention because public disclosure of the invention, prior to the filing of a patent application may preclude patentability. I will provide the disclosures and descriptions of inventions within Moffitt Intellectual Property to Moffitt s OTMC prior to the earliest of the date of: submission to a journal of a disclosure, publication (including journal articles and abstracts), non-confidential disclosure, presentation, public use, or sale, of all or a part of the respective invention. I understand that Moffitt may request that I delay the date of publication, submission to a journal of a disclosure, public use, sale, non-confidential disclosure and/or the presentation of all or part of an invention until after a patent application covering the invention has been filed. I hereby agree to any such delay for the sole purpose of preparing and filing of such a patent application. 6. RECORD KEEPING I shall make and maintain adequate and current written records of all Moffitt Intellectual Property, whenever possible, in bound notebooks, in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of and available to Moffitt at all times. I shall use my best efforts to date all such records and have them witnessed contemporaneously, by an appropriate individual who is familiar with the relevant subject matter of the record. 7. DISCLOSURE OF CONFLICTS OF INTEREST AND CONSULTING/ EXTRAMURAL ACTIVITIES I shall notify Moffitt in writing before I make any disclosure or perform or cause to be performed any work for or on behalf of Moffitt, which appears to threaten or conflict with (a) rights I claim in any invention, writing or idea (i) conceived by me or others prior to my employment or affiliation with Moffitt, or (ii) otherwise outside the scope of this Agreement; or (b) rights of others arising out of obligations incurred by me (i) prior to this Agreement, or (ii) Page 3 of 6
otherwise outside the scope of this Agreement. I acknowledge and understand that inventions previously conceived, even though a patent application has been filed or a patent issued, are subject to this Agreement if they are actually first reduced to practice under the circumstances included in the definition of Moffitt Intellectual Property in Paragraph 1 above. In the event of my failure to give notice under the circumstances specified, Moffitt may assume that no such conflicting invention or idea exists and I agree that I will make no claim against Moffitt with respect to the use of any such invention or idea in any work which I perform or cause to be performed for or on behalf of Moffitt. I am now under no consulting or other obligation to any third person, organization or corporation in respect to rights in Moffitt Intellectual Property and Patent Rights which are, or could be reasonably construed to be, in conflict with this Agreement. I will not enter into any agreement creating obligations in conflict with this Agreement. 8. USE OF MOFFITT S NAME I understand that any use of Moffitt s name by me must be approved in advance by Moffitt, except for the use of Moffitt s name in connection with scientific presentations and publications according to standard practice. 9. USE OF MOFFITT S RESOURCES I will not use Moffitt s equipment, materials or other resources for any outside work without prior approval of Moffitt. 10. KEEPING INFORMATION CONFIDENTIAL Except as required by my employment or affiliation with Moffitt, or as Moffitt may otherwise consent in writing, I shall not use or disclose at any time, both during my employment by or affiliation with Moffitt and after its termination, any information, knowledge, or data of Moffitt (including any information, knowledge, or data obtained by Moffitt from a third party in confidence) I may learn during the course of my employment or affiliation, including but not limited to that relating to any Moffitt Intellectual Property or Patent Rights, production or sales activities, commercialization, or other matters, which are of a secret or confidential nature (collectively referred to herein as Proprietary Information ), except as may be necessary in the ordinary course of performing my duties to Moffitt. 11. RETURN OF PROPERTY, EQUIPMENT, MATERIALS, RECORDS, DOCUMENTS AND WORKS OF AUTHORSHIP All documents, records, apparatus, equipment, materials (including tangible research property and human specimens), works of authorship, and other physical property, whether or not pertaining to any Moffitt Intellectual Property, Patent Rights or to Proprietary Information, furnished to me by Moffitt or produced by myself or others in connection with my employment or affiliation with Moffitt shall be and remain the sole property of Moffitt and shall be returned to it immediately as and when requested by Moffitt. Even if Moffitt does not so request, I shall return and deliver all such property upon termination of my employment or affiliation by me or by Moffitt for any reason, and I will not take with me any such property or any reproduction of such property upon such termination, unless I obtain Moffitt s express written approval. I also agree to provide upon request a final report summarizing the status of my research upon termination of my employment or affiliation with Moffitt. Page 4 of 6
12. SURVIVORSHIP OF OBLIGATIONS/ASSIGNMENTS The foregoing assignments in Section 3 shall survive termination of this Agreement, and are irrevocable and in perpetuity, or, with respect to copyrights, is for the longest period otherwise permitted by law. My obligations under this Agreement shall survive any termination of my employment or affiliation with Moffitt. 13. SEVERABILITY If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties intention. All remaining provisions of this Agreement shall remain in full force and effect. 14. AMENDMENT This Agreement may not, on behalf of or in respect to Moffitt, be changed, modified, released, discharged, abandoned or otherwise terminated, in whole or in part except by an instrument in writing signed by an officer or other authorized executive of Moffitt. 15. BINDING This Agreement shall be binding upon my heirs, executors, administrators and other legal representatives and assigns, and shall inure to the benefit of Moffitt, its successors and assigns. Moffitt and I agree that facsimile signatures or photocopy signatures shall be considered original. 16. GOVERNING LAW I understand that this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the state of Florida, United States of America, without reference to conflict of laws principles or statutory rules of arbitration included therein. Any dispute or proceeding under this Agreement shall be subject to the exclusive jurisdiction and venue of the Florida State and the United States Federal courts located in the Middle District of Florida and I hereby consent to the exclusive personal jurisdiction and venue of these courts. 17. ACKNOWLEDGMENTS I understand that I am governed by Moffitt s Intellectual Property Policy concerning patents, copyrights and other intellectual property rights. I have received, read and understood a copy of Moffitt s Intellectual Property Policy. I agree to abide by the terms and conditions of Moffitt s Intellectual Property Policy. I also understand and acknowledge that Moffitt has the right to change Moffitt s Intellectual Property Policy from time to time, in its sole discretion, including the percentage of net revenue paid to inventors, and that the policy in effect at the time an invention is disclosed shall govern Moffitt s disposition of revenue, if any, from that invention. [SIGNATURE PAGE FOLLOWS] Page 5 of 6
I acknowledge that I have read and understand this Patent and Copyright Agreement. AGREED TO AND ACCEPTED BY: By: Print Name: AGREED TO AND ACCEPTED BY: H. LEE MOFFITT CANCER CENTER AND RESEARCH INSTITUTE, INC. By: Name: James J. Mulé, Ph.D. Title: Associate Center Director, Translational Research Page 6 of 6