definiens: as that term is defined in the August 1991 revision of Chapter 7 of LSUs Bylaws and Regulations ) . Demeter hereby irrevocably relinquishes all claim to, and hereby irrevocably assigns over to LSU the entire share of all such Distributable Royalties under this Agreement to which Jesse M. Jaynes would otherwise be entitled under LSUs Bylaws and Regulations . licensee shall indemnifY LSU and hold LSU harmless against any claim brought by a spouse, former spouse, heir, legatee, or assignee of Dr. Jaynes for alleged entitlement to any portion of such Distributable Royalties, and shall assume the responsibility for defending LSU in any resulting legal proceedings, at licensee 's sole expense . The portion of Distributable Royalties under this Agreement that would otherwise have been paid to Jesse M. Jaynes ( in the absence of the above assignments ) shall instead be placed in a fund that is administered by LSU, and that is dedicated to be used for one or more of the following purposes to support research at LSU, in the sole discretion of LSD : directly supporting research at LSU ; supporting research at LSU by providing matching funds as may be required by an outside sponsor of research at LSU ; providing bridge funds to support research at LSU until funding from an outside sponsor is secured ; providing start - up funds for a laboratory at LSU ; providing funds for a seed grant for a new research effort at LSU ; providing funds to pay for research that has been conducted by LSU and for which expenses have been incurred by LSU, but for which an outside sponsor has failed to provide expected financial support ; and maintaining laboratory equipment at LSD . licensee is not granted any rights under this Agreement in any inventions that may result from research that is supported by this fund . licensee represents and warrants that, as of the Effective Date, Dr. Kenneth S. Derrick, co - inventor of licensed Patents, is neither an officer, nor a director, nor a shareholder in licensee ; in reliance on this representation and warranty, LSU is not requesting a similar relinquishment and assignment of Distributable Royalties from Dr. Derrick . This relinquishment and assignment of certain Distributable Royalties applies only to Dr