ARTICLE 7 - INTELLECTUAL PROPERTY

7.1    Inventorship shall be determined under _________ patent laws.

7.2    All rights and title to Recipient Intellectual Property created pursuant to the Project shall belong to Recipient and shall be subject to the terms and conditions of this Agreement.

7.3    All rights and title to Joint Intellectual Property created pursuant to a Project shall belong jointly to Sponsor and Recipient and shall be subject to the terms and conditions of this Agreement.

7.4    Rights to inventions, improvements and discoveries, whether or not patentable or copyrightable, relating to a Project made solely by employees of Sponsor shall belong to Sponsor. Such inventions, improvements, and discoveries shall not be subject to the terms and conditions of this Agreement.

7.5    Recipient will promptly notify Sponsor of any Recipient Intellectual Property. If Sponsor directs Recipient to file a patent application hereunder or desires to maintain its right to exercise either option (a) or (b) of Section 8.2 below, Sponsor shall retain an independent law firm reasonably acceptable to Recipient to promptly prepare, file and prosecute such patent  applications in Recipient's name and shall bear all costs incurred in connection with such preparation, filing, prosecution, and maintenance of patent application(s) for as long as Sponsor retains or exercises its option rights under Section 8. Sponsor and Recipient shall cooperate to assure that such application(s) will cover, to the best of Sponsor's knowledge, all items of commercial interest and importance. While Sponsor shall be responsible for making the day to day decisions regarding the prosecution of such patent applications, the parties must mutually agree on all material decisions regarding the scope and content of application(s) to be filed and prosecution thereof. Sponsor shall promptly supply to Recipient, at Recipient’s request, copies of all papers received and filed in connection with the prosecution thereof in sufficient time for Recipient to comment thereon.

7.6    Each party will promptly notify the other when Joint Intellectual Property is created. Sponsor shall have the right, at its option and expense, and through patent attorneys or agents of its choice, to make all decisions with respect to, and to otherwise control the preparation, filing and prosecution (including any proceedings relating to reissues, reexaminations, protests, interferences, and requests for patent extensions or supplementary protection certificates) of any patent application with respect to any Joint Intellectual Property and to maintain any patents issuing therefrom.

7.7    Sponsor shall ensure that patent attorneys or agents are able and agree not to take any action which would discriminate in favor of Sponsor’s interest in Recipient Intellectual Property or Joint Intellectual Property to the detriment of Recipient’s interests in Recipient Intellectual Property and Joint Intellectual Property in all patent decisions and actions taken pursuant to sections 7.5 and 7.6 above. Sponsor shall not retain patent attorneys or agents if such representatives pose a conflict of interest with respect to the Recipient’s rights in Recipient Intellectual Property and Joint Intellectual Property.

7.8    If Sponsor elects not to exercise its option as described in Section 8.2 below or either party decides to discontinue or refrain from providing the financial support for the prosecution or maintenance of patents or patent applications claiming Recipient Intellectual Property or Joint Intellectual Property, such party shall be deemed to have irrevocably assigned its rights in such patents and patent applications to the other party and such other party shall be free to file or continue prosecution or maintain any such application(s) and to maintain any protection issuing thereon in the __________ (country) and in any foreign country at such other party’s sole expense and all rights in the applicable patent or patent applications shall be transferred to such other party.