1. Proprietary Materials and Information, including access
to databases, can be exchanged within the scope of the Collaboration.
They cannot be distributed or disclosed by the recipient to any third party.
2. Results of the Research Project will be shared between
the GNF and collaborator.
a) Both sides will hold the Results in confidence until
they are published or patent protected.
b) The intent is that all Results will be jointly published
by GNF and the collaborator.
c) Collaborator may publish its Results generated in performance
of the Research Project after GNF has had thirty (30) days to review the proposed
disclosure. GNF may extend the delay in publication by up to an additional
sixty (60) days if a patent application is to be filed on the contents of
such proposed publication.
3. Ownership of Inventions follows Inventorship, which
is determined by US Patent Law.
4. Licenses Granted:
a) Both parties receive an “Internal Research Use Only”
license to use any Invention developed during the course of the Research Project.
b) Novartis may exclusively license collaborator’s rights
in a Joint Invention with a therapeutic application, for which collaborator
shall receive an equitable share of any financial benefits.
c) GNF shall have an exclusive option to obtain an exclusive
commercial license, with the right to sublicense, to any solely invented collaborator
Invention with a therapeutic application.
d) Each Party receives a royalty-free, non-exclusive license,
with the right to sublicense, to any non-therapeutic Invention.
5. Both GNF and collaborator indemnify each other, and
guarantee to each other that they are free to enter into the Agreement and
abide by all of its terms.
