Exhibit
10.3


 


Actinium
Pharmaceuticals, Inc.


 


CONFIDENTIAL
INFORMATION AND


INVENTION
ASSIGNMENT AGREEMENT


 


THIS
CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into and
effective on the date set forth below, by and between Actinium Pharmaceuticals, Inc., a Delaware corporation, or any of its current
or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”) and Jeffrey W. Chell,
M.D.


 


As
a condition of my becoming a director of the Company and in consideration of my directorship with the Company and my receipt of
the compensation now and hereafter paid to me by the Company, I agree to the following:


 


1.
Directorship Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon
any rights I may have to continue as a director of, or the duration of my director relationship with, the Company under any existing
agreements between the Company and me or under applicable law. Any relationship between the Company and me, whether commenced
prior to or upon the date of this Agreement, shall be referred to herein as the “Relationship.”


 


2.
Duties. I will perform for the Company such duties as may be designated by the Company from time to time. During
the Relationship, I will devote my best efforts to the interests of the Company and will not engage in any activities detrimental
to the best interests of the Company without the prior written consent of the Company.


 


3.
Confidential Information.


 


(a)
Company Information. I agree at all times during the term of my Relationship with the Company and thereafter for
24 months, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform
my obligations to the Company under the Relationship, or to disclose to any person, firm, corporation or other entity without
written authorization of the Board of Directors of the Company, any Confidential Information of the Company which I obtain or
create. I further agree not to make copies of such Confidential Information except as authorized by the Company. I understand
that “Confidential Information” means any Company proprietary information, technical data, trade secrets or
know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers
(including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship),
prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information
disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment
or created by me during the period of the Relationship, whether or not during working hours. I understand that “Confidential
Information” includes, but is not limited to, information pertaining to any aspects of the Company’s business
which is either information not known by actual or potential competitors of the Company or other third parties not under confidentiality
obligations to the Company, or is otherwise proprietary information of the Company or its customers or suppliers, whether of a
technical nature or otherwise. I further understand that Confidential Information does not include any information which has become
publicly known and made generally available through no wrongful act of mine, was known to me at the time it was disclosed, is
lawfully and in good faith made available to me by a third party who did not derive it, directly or indirectly from the Company,
or is information that is independently discovered or developed by me without violating my obligations under this agreement and
which can be demonstrated by competent evidence.


 






     

     


    

 


(b)
Prior Obligations. I represent that my performance of all terms of this Agreement as a director of the Company has
not breached and will not breach any agreement to keep in confidence information acquired by me prior or subsequent to the commencement
of my Relationship with the Company, and I will not disclose to the Company or use any inventions, confidential or non-public
proprietary information or material belonging to any previous client, employer or any other party. I will not induce the Company
to use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer
or any other party. I acknowledge and agree that I have in good faith listed on Exhibit B all agreements (e.g., non-competition
agreements, non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality agreements, inventions
agreements, etc.) with a current or former employer, or any other person or entity, that may reasonably restrict my ability to
recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform
my duties as a director of the Company or any obligation I may have to the Company.


 


(c)
Third Party Information. I recognize that the Company has received and in the future will receive confidential or
proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information
in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying
out my work for the Company consistent with the Company’s agreement with such third party.


 


4.
Inventions.


 


(a)
Inventions Retained and Licensed. I have in good faith and to best of my knowledge attached hereto, as Exhibit
A, a list describing with particularity all inventions, original works of authorship, developments, improvements, and trade
secrets which were made by me prior to the commencement of the Relationship (collectively referred to as “Prior Inventions”),
which belong solely to me or belong to me jointly with another, which as of the execution of this agreement may reasonably relate
in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned
to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course
of my Relationship with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or
in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise
distribute such Prior Invention as part of or in connection with such product, process or machine.


 






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(b)
Assignment of Inventions. I agree that I will promptly make full written disclosure to Company, will hold in trust
for the sole right and benefit of the Company, and hereby assign to Company, or its designee, all my right, title and interest
throughout the world in and to any and all inventions related to the Company’s technology or development programs as currently
operated or contemplated, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether
or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce
to practice, or cause to be conceived or developed or reduced to practice, during the period of time in which I am employed by
the Company (collectively referred to as “Inventions”), except as provided in Exhibit A. I further acknowledge
that all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets which are made
by me (solely or jointly with others) within the scope of and directly related to Company’s technology or development programs
as currently operated or contemplated and during the period of my Relationship with the Company are “works made for hire”
(to the greatest extent permitted by applicable law) and are compensated by my salary (if I am an employee), unless regulated
otherwise by the mandatory law of the State of New York.


 


(c)
Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made
by me (solely or jointly with others) during the term of my Relationship with the Company. The records may be in the form of notes,
sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be
available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s
place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election
of the Company for the purpose of furthering the Company’s business. I agree to return all such records (including any copies
thereof) to Company at the time of termination of my Relationship with the Company as provided for in Section 6.


 


(d)
Patent and Copyright Rights. I agree to assist Company, or its designee, at its expense, in every proper way to
secure Company, or its designee’s, rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral
rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company,
or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments, recordations, and all other instruments which Company or its designee shall deem necessary in order to apply
for, obtain, maintain and transfer such rights and in order to assign and convey to Company or its designee and any successors,
assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents,
mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause
to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement
until the expiration of the last such intellectual property right to expire in any country of the world. If the Company or its
designee is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature
to apply for or to pursue any application for any United States or foreign patents, copyright, mask works, or other registrations
covering Inventions or original works of authorship assigned to Company or its designee as above, then I hereby irrevocably designate
and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf
and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for,
prosecution, issuance, maintenance or transfer of letters patent, copyright or other registrations thereon with the same legal
force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to Company or its designee any and
all claims, which I now or hereafter have for infringement of any and all proprietary rights assigned to Company or such designee.


 






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5.
Company Property; Returning Company Documents. I acknowledge and agree that I have no expectation of privacy with
respect to the Company’s telecommunications, networking or information processing systems (including, without limitation,
stored company files, e-mail messages and voice messages) and that my activity and any files or messages on or using any of those
systems may be monitored at any time without notice. I further agree that any property situated on the Company’s premises
and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection
by Company personnel at any time with or without notice. I agree that, at the time of termination of my Relationship with the
Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices,
records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks,
materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items, developed
by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns. In the event of the termination
of the Relationship, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit C,
however, my failure to sign and deliver the Termination Certificate shall in no way diminish my continuing obligations under this
Agreement.


 


6.
Notification to Other Parties. 


 


(a)
Employees. In the event that I leave the employ of the Company, I hereby consent to notification by the Company
to my new employer about my rights and obligations under this Agreement.


 


(b)
Consultants. I hereby grant consent to notification by the Company to any other parties besides the Company with
whom I maintain a consulting or employment relationship, including parties with whom such relationship commences after the effective
date of this Agreement, about my rights and obligations under this Agreement.


 


7.
Solicitation of Employees, Consultants and Other Parties. I agree that during the term of my Relationship with the
Company, and for a period of Twenty Four (24) months immediately following the termination of my Relationship with the Company
for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage
any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce,
recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity.
Further, during my Relationship with the Company and at any time following termination of my Relationship with the Company for
any reason, with or without cause, I shall not use any Confidential Information of the Company to attempt to negatively influence
any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt
to influence any client, customer or other person either directly or indirectly, to direct his or its purchase of products and/or
services to any person, firm, corporation, institution or other entity in competition with the business of the Company.


 






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8.
Representations and Covenants.


 


(a)
Facilitation of Agreement. I agree to execute promptly any proper oath or verify any proper document required to
carry out the terms of this Agreement upon the Company’s written request to do so.


 


(b)
Conflicts. I knowingly represent that my performance of all the terms of this Agreement does not and will not breach
any agreement I have entered into, or will enter into with any third party, including without limitation any agreement to keep
in confidence proprietary information acquired by me in confidence or in trust prior to commencement of my Relationship with the
Company. I agree not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.


 


(c)
Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement
and that I understand and will fully and faithfully comply with such provisions.


 


9.
General Provisions.


 


(a)
Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by
the laws of the State of New York, without giving effect to the principles of conflict of laws.


 


(b)
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating
to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor
any waiver of any rights under this Agreement, will be effective unless in writing signed by both parties. Any subsequent change
or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.


 


(c)
Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions
will continue in full force and effect.


 


(d)
Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal
representatives, and my successors and assigns, including, any successor entity, and will be for the benefit of the Company, its
successors, and its assigns.


 


(e)
Survival. The provisions of this Agreement shall survive the termination of the Relationship and the assignment
of this Agreement by the Company to any successor in interest or other assignee.


 






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(f)
Remedies. I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm,
and therefore agree that the Company will be entitled to seek relief in court, including but not limited to temporary restraining
orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security and in addition
to and without prejudice to any other right and remedies that the Company may have for a breach of this Agreement.


 


(g)
ADVICE OF COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE
OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.


 


[Signature
Page Follows]


 




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The
parties have executed this Confidentiality and Inventions Assignment Agreement on the respective dates set forth below:


 


	COMPANY:	 	DIRECTOR:
	 	 	 
	ACTINIUM
    PHARMACEUTICALS, INC.	 	JEFFREY
    W. CHELL
	 	 	 	 	 
	By:	/s/
    Sandesh Seth	 	Signature:	/s/
    Jeffrey W. Chell
	Name:	Sandesh
    Seth	 	 	 
	Title:	Chairman
    & CEO	 	 	 
	 	 	 	 	 
	Date:	April
    27, 2018	 	Date:	April
    27, 2018


 


 




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EXHIBIT
A


 


LIST
OF PRIOR INVENTIONS


AND
ORIGINAL WORKS OF AUTHORSHIP


EXCLUDED
UNDER SECTION 4


  


☒   No inventions or improvements


 


☐  
Additional Sheets Attached


 


	Signature
    of Director:	/s/
    Jeffrey W. Chell	 
	 	 	 
	Print
    Name of Director:  	Jeffrey
    W. Chell	 


 


Date:
April 27, 2018


 




     

     


    

 


EXHIBIT
B


 


LIST
OF PRIOR AGREEMENTS


 


	Name
    of Agreement	 	Parties
    to Agreement	 	Restrictions(s)
	 	 	 	 	 
	None	 	 	 	 


 


	Director’s
    Signature:  	/s/
    Jeffrey W. Chell	 


 


Date:
April 27, 2018



 




     

     


    

 


EXHIBIT
C


 


TERMINATION
CERTIFICATION


 


This
is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment,
other documents or property, or copies or reproductions of any aforementioned items belonging to Actinium Pharmaceuticals, Inc.,
its subsidiaries, affiliates, successors or assigns (together the “Company”).


 


I
further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment
Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived
or made by me (solely or jointly with others) covered by that agreement.


 


I
further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential
all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs,
formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists,
business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees,
clients, consultants or licensees.


 


I
further agree that for twenty-four (24) months from the date of this Certificate, I shall not either directly or indirectly solicit,
induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company,
or attempt to solicit, induce, recruit, encourage or take away, hire, or otherwise engage the services of employees or consultants
of the Company, either for myself or for any other person or entity. Further, I shall not at any time use any Confidential Information
of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services
or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct
his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with
the business of the Company.


 


	Date:	 	 	 
	 	 	 	 
	 	 	 	(Director’s
    Signature)
	 	 	 	 
	 	 	 	 
	 	 	 	(Type/Print
    Director’s Name)