“Project Invention” means any discovery, development, Know-How, invention or improvement created, devised or arising out of the undertaking and performance of any Work Phase.
“Project Patents” means any patent applications made which claim any Project Inventions, any patents resulting from any such applications, utility certificates, improvement patents and models and certificates of addition and all foreign counterparts of them in all countries, including any divisional applications and divisional patents, refiling, renewals, continuations, continuations-in-part, patents of addition, extensions (including patent term extensions), reissues, substitutions, confirmations, registrations, revalidations, pipeline and administrative protections and additions, and any equivalents of the foregoing in any and all countries of or to any of them, as well as any supplementary protection certificates and equivalent protection rights in respect of any of them.
10. Intellectual Property – Ownership and Protection
10.1 Foreground Intellectual Property. The Partner shall procure that the Project Lead monitors the work carried out under all Work Phases for material that may be the subject of Project Inventions and shall promptly notify the JMAG (Joint Monitoring and Advisory Group) of any such Project Invention. The Partner shall additionally promptly disclose all Project Inventions and Foreground Intellectual Property to Funder in writing.
10.2 In the event that any Foreground Intellectual Property arises, it shall be the property of the Partner; any Project Patents shall be applied for in the name of the Partner. To this end, the Partner shall procure that:
10.2.1 Any Affiliate, third party collaborator, third party funder or sub-contractor shall assign all its right, title and interest in any results or Foreground Intellectual Property arising from work carried out under the Project promptly to the Partner and shall retain no rights in the same; and
10.2.2 it shall have in place contracts with those working on or funding all Work Phases of the Project to ensure that the Foreground Intellectual Property shall vest in the Partner and not with any members of staff individually. Where by local applicable law such rights do vest in individual members of staff, the Partner shall promptly exercise all rights to take and assignment of all right title and interest in the same. The Partner shall bear the costs of any necessary contribution to such individual or other costs of assignment.