Intellectual Property Policy for Mass General Brigham Incorporated and Affiliated Hospitals and Institutions

Intellectual Property Policy for Mass General Brigham

Incorporated (formerly Partners HealthCare System, Inc.)

and Affiliated Hospitals and Institutions

Effective as of January 18, 2024

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PURPOSE:

The hospitals and other institutions affiliated with Mass General Brigham Incorporated are not-for-

profit corporations which share the fundamental missions of providing medical care for patients,

training health care professionals, conducting biomedical research, and otherwise serving the public.

The purpose of this Policy is to promote these missions by making inventions, copyrightable works

and other intellectual property that may be created by physicians, researchers, trainees and others who

are at or associated with these Institutions available for the benefit of the public while also providing

for a fair allocation of the financial costs and rewards associated with them.

This Policy consists of the following parts:

DEFINITIONS …………………………………………………………………...……..……… 1

A. INTRODUCTION ........................................................................................................................ 5

1.0 SCOPE AND ORGANIZATION OF THE POLICY.................................................................... 5

2.0 ADMINISTRATION OF THE POLICY....................................................................................... 6

3.0 OBLIGATIONS TO THIRD PARTIES UNDER GRANTS AND CONTRACTS ..................... 8

B. INVENTIONS AND PATENTS .............................................................................................. 8

4.0 INVENTIONS; PROTECTION AND LICENSING..................................................................... 8

5.0 RIGHTS IN INVENTIONS AND PATENTS............................................................................... 9

6.0 DISCLOSURE OF INVENTIONS; INSTITUTIONAL ACTION................................................10

C. COPYRIGHTABLE WORKS AND OTHER INTELLECTUAL PROPERTY….... 13

7.0 COPYRIGHT AND COPYRIGHTABLE WORKS; PROTECTION AND LICENSING......... 13

8.0 OWNERSHIP OF COPYRIGHT. ............................................................................................... 13

9.0 WORKS OF NON-MEMBERS COMMISSIONED BY AN INSTITUTION ........................... 16

10.0 DISTRIBUTION OF COPYRIGHTABLE WORKS THAT ARE OWNED BY AN

INSTITUTION........................................................................................................................... 16

11.0 DISCLOSURE OF COPYRIGHTABLE WORKS; INSTITUTIONAL ACTION................... 16

12.0 PRIVACY AND RELATED RIGHTS OF OTHERS................................................................ 18

13.0 GUIDELINES FOR PUBLICATION........................................................................................ 18

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Approved by Mass General Brigham Incorporated, on behalf of all Affiliated Institutions across the Mass

General Brigham system – January 18, 2024.

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14.0 INSTITUTIONAL NAMES AND TRADEMARKS................................................................. 18

15.0 TRADE SECRETS..................................................................................................................... 19

D. TANGIBLE RESEARCH PROPERTY ................................................................................ 19

16.0 DEFINITION, OWNERSHIP, DISCLOSURE AND DISTRIBUTION OF TANGIBLE

RESEARCH PROPERTY (“TRP”) ........................................................................................... 19

E. INCOME FROM INTELLECTUAL PROPERTY AND TANGIBLE

RESEARCH PROPERTY ........................................................................................................ 21

17.0 DISTRIBUTION OF INTELLECTUAL PROPERTY INCOME............................................. 21

18.0 EXCEPTIONS TO INCOME DISTRIBUTION RULES.......................................................... 27

F. DISPUTE RESOLUTION ......................................................................................................... 28

TABLE I ….......................................................................................................................................... 29

TABLE II …........................................................................................................................................ 30

TABLE III ........................................................................................................................................... 31

TABLE IV .......................................................................................................................................... 32

TABLE V ............................................................................................................................................ 33

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Intellectual Property Policy for Mass General Brigham

Incorporated (formerly Partners HealthCare System, Inc.)

and Affiliated Hospitals and Institutions

Effective as of January 18, 2024

DEFINITIONS

For purposes of this Intellectual Property Policy:

“Academic Work” has the meaning given in

Section 8.1.4.

“Affiliated Institutions,” or “Institutions,”

means, collectively, Mass General Brigham

Incorporated, The Brigham and Women’s

Hospital, Inc., Brigham and Women’s Faulkner

Hospital, Inc., The Brigham and Women’s

Physicians Organization, Inc., The

Massachusetts General Hospital, The General

Hospital Corporation, The McLean Hospital

Corporation, Massachusetts General Physicians

Organization, Inc., The MGH Institute of Health

Professions, Inc., The Spaulding Rehabilitation

Hospital Corporation, Massachusetts Eye and

Ear Infirmary, Massachusetts Eye and Ear

Associates, Schepens Eye Research Institute,

Inc., North Shore Medical Center, Inc., North

Shore Physicians Group, Inc., Newton-

Wellesley Hospital, Newton-Wellesley

Physician Hospital Organization, Inc., and any

other corporation created by or under direct or

indirect common control with Mass General

Brigham Incorporated, and designated by the

Committee as subject to this Policy.

“Annual Net Income” means the net Income

received, on a cash accrual basis, by the

Institution in each fiscal year from the licensing

or other disposition of any Intellectual Property

owned in whole or in part by it after deduction

of all unreimbursed costs reasonably

attributable to protecting the Intellectual

Property and making it available to the public.

These deductions shall include any expense of

patent prosecution and interference, copyright

registration, litigation, marketing, licensing,

acquisition of related rights or permissions

needed to license the Intellectual Property, and

the like incurred prior to the end of such fiscal

year, as well as any anticipated expenses as

described in Section 18.3.

An “Author” means an individual who is the

author, or one of the authors, of a Work under

U.S. copyright law.

“BWH” means The Brigham and Women's

Hospital, Inc.

“BWFH” means the Brigham and Women’s

Faulkner Hospital, Inc.

“BWPO” means Brigham and Women’s

Physicians Organization, Inc.

“Committee,” as of the adoption date of this

Policy, means the MGB Intellectual Property

Committee, which consists of the MGB Chief

Academic Officer and MGB Chief Innovation

Officer, acting as Co-Chairs of the Committee,

and representatives of MGH, BWH, Spaulding,

McLean, the MGH Institute, MEE, and the

MGB Community Division, each to be selected

by the President of the respective entity or

his/her designee and subject to the approval of

the Co-Chairs, and such other members as may

be determined by the Co-Chairs. All decisions

regarding Committee membership shall be

made solely by the Co-Chairs; all other final

decisions of the Committee shall be made by the

Co-Chairs but after consultation with the other

members.

A “Consulting Agreement” means an

agreement for the provision of consulting or

other services by a Member, in which the parties

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include the Member and an outside entity that is

not an Affiliated Institution.

“Copyright” has the meaning given in Section

7.

A “Copyrightable Work” has the same

meaning as “Work,” as defined below.

“Courseware” means Inventions, Software and

other Copyrightable Works that organize,

structure, promote, display, deliver, transmit,

reproduce, enhance, support, present or enable

interaction with course or other educational

material for use in learning programs.

To “create” any Intellectual Property means to

invent, make, Author or otherwise participate in

the origination of that Intellectual Property.

Individuals who participate in creating such

property are referred to in this Policy as the

“Creators.” A Creator of an Invention may also

be referred to as an “Inventor.” The Creator of

a Copyrightable Work is more fully described in

Section 17.3.

The “Creator’s Research Account” shall

mean the account created by the Institution’s

Research finance department to receive funds

that would otherwise be distributed to a

Laboratory or Unit, all as described in Section

17.10.3. These accounts are established for the

purpose of holding funds to be expended in

support of the research or other charitable

activities of the Creator at the Institution. Money

used from this account will incur an indirect cost

charge as determined by Institutional policy at

the time the money is spent.

The “Creator's Share” of Income means that

share of Income that is generally allocated to

individuals in the column entitled “To the

Creator” in Table I. The Creator's share is to be

allocated to certain Creators and/or others as set

forth in Section 17.

“Department/Service” (as referenced in

Section 17.10) for the Hospitals has the meaning

as defined in each Hospital’s professional or

medical staff bylaws, and for MGB (as defined

below) means the appropriate office or

department.

“Equity” means stock, stock options, or a

contractual or other right to acquire stock or

options or interests as an owner, proprietor,

partner or beneficiary, or a beneficial interest in

any of the foregoing.

“Hospital” means any of the following: The

Brigham and Women's Hospital, Inc., Brigham

and Women’s Faulkner Hospital, Inc., The

General Hospital Corporation, The McLean

Hospital Corporation, The Spaulding

Rehabilitation Hospital Corporation,

Massachusetts Eye and Ear Infirmary, North

Shore Medical Center, Inc., and Newton-

Wellesley Hospital, and any other hospital

created by or under direct or indirect common

control with Mass General Brigham, Inc., and

designated by the Committee as subject to this

Policy. Collectively they are referred to as “the

Hospitals.”

“Income” from the licensing or other

disposition of Intellectual Property or Tangible

Research Property shall mean license fees,

royalties and other such revenues attributable to

the use or sale of the property, but shall not

include revenues explicitly earmarked in the

license or distribution agreement to reimburse

patent, development or other costs incurred by

the Institution, to fund future research or other

activity, or to compensate the Institution for

providing training or other benefits other than

the intellectual property or intellectual property

rights themselves.

“Innovation” refers to the MGB Innovation

office.

“Institutional Activities” means any activities

that received direct or indirect financial support

from an Institution, including Institutional

salary support or funding from any outside

source awarded to or administered by the

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Institution; made substantial use of any space,

facilities, materials or other resources of the

Institution including resources provided in-kind

by outside sources (the use of office space and

computers for word processing alone is not

considered a “substantial use” of resources); or

were otherwise subject to any grant, contract or

other arrangement between the Institution and a

third party, such as the federal government, a

foundation or corporate research sponsor.

“Intellectual Property” means Inventions,

Patents, Copyrights, Trademarks, Trade Secrets

and any other intellectual or intangible property

(such as non-secret data) which is or becomes

protectable by law.

“Invention” is any patentable invention as

defined by patent law, or any other idea or its

embodiment that is potentially patentable or,

even if not patentable, may have charitable or

commercial value.

To “make” an Invention means to conceive the

Invention or first reduce it to practice, either

actually or constructively (for example, by filing

a patent application, completing an invention

disclosure, or otherwise describing the

Invention in any written form).

An “Inventor” with respect to an Invention that

is or may be patentable shall be as defined by

U.S. patent law. With respect to an Invention

that is not patentable, an Inventor shall be the

individual(s) who conceived and reduced to

practice such Invention.

A “Lab/Unit” is as described in Section 17.10.

“McLean” means The McLean Hospital

Corporation.

A “Member” means each individual who has

an appointment as a member of the

Medical/Professional Staff (as defined in the

Medical/Professional Staff bylaws, or their

equivalent, of each Affiliated Institution)

(including individuals holding appointments as

Visiting Staff) of any of the Hospitals or other

Institutions; and each faculty member, student,

and employee of the Hospitals or another

Institution. The term “Member” also includes

each visitor from, student or researcher of, or

other person primarily affiliated with, Harvard

University, The Massachusetts Institute of

Technology or any other academic institution,

or any other institution or entity whether not-

for- profit or for-profit, and each person holding

a fellowship, who performs educational,

research, clinical or other activities at the

Institutions.

“MEEI” means the Massachusetts Eye and Ear

Infirmary.

“MEEA” means the Massachusetts Eye and Ear

Associates.

“MGB” means Mass General Brigham

Incorporated.

“MGH” means The Massachusetts General

Hospital (parent corporation) or The General

Hospital Corporation (hospital entity),

depending on the context.

“MGH Institute” means The MGH Institute of

Health Professions, Inc.

“MGPO” means the Massachusetts General

Physicians Organization, Inc.

“NWH” means Newton-Wellesley Hospital

“NWPHO” means Newton-Wellesley

Physician Hospital Organization, Inc.

“NSMC” means North Shore Medical Center,

Inc.

“NSPG” means North Shore Physicians Group,

Inc.

“Publication” for copyright purposes has the

meaning given in Section 13.1.

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“Related Invention” has the meaning given in

Section 5.2.2.

“Related Software” has the meaning given in

Section 8.2.3. Innovation shall have the

authority to clarify and modify this definition in

its discretion from time to time.

“SERI” means the Schepens Eye Research

Institute, Inc.

“Software” means computer or computer-

based materials in the broadest sense, including

but not limited to computer programs, user

interfaces, users’ manuals and other

accompanying explanatory materials or

documentation, mask works, firmware and

computerized databases. It includes, for

example, microcode, subroutines, operating

systems, high level languages, and application

programs in whatever form expressed (e.g.,

machine or assembly language, source or object

code) or embodied (e.g., chip architecture,

ROM, disk or tape storage, program listing).

While some materials defined here as Software

may not be covered by United States copyright

laws (mask works, for example, are protected

separately under the Semi-Conductor Chip

Protection Act), for convenience all Software is

treated as Copyrightable Work for purposes of

this Policy; in many cases, however, Software

materials will constitute or embody Inventions

as well as Copyrightable Works and will be

subject to Section B as well as Section C of the

Policy. The Chief Innovation Officer shall have

the authority to clarify and modify this

definition in his/her discretion from time to

time.

“Spaulding” means The Spaulding

Rehabilitation Hospital Corporation.

“Sponsored Activity” means any activity that

is subject to a grant, contract or other

arrangement between an Institution and a third

party, such as the federal government, a

foundation or corporate research sponsor.

“Supported Invention” has the meaning given

in Section 5.2.1.

“Supported Work” has the meaning given in

Section 8.2.1.

“Tangible Research Property” or “TRP” has

the meaning given in Section 16.1.

“Thematic Center” means any center or

program that is designated by the co-chairs of

the Committee as a Thematic Center. Thematic

Centers are generally expected to be cross-

departmental, and may be cross-institutional,

centers or programs involving interdisciplinary

investigators with a research focus on a specific

shared scientific issue or problem.

“Trademark” means any word, phrase, logo,

design or other symbol used to identify and

distinguish the source of goods or services. As

used here, the term includes any trademark,

service mark, trade name or trade dress.

“Trade Secret” means any scientific or

technical information, design, process, formula,

listing or other information relating to a business

or profession that is kept reasonably

confidential and that has economic value. A

Trade Secret may but need not be patentable or

copyrightable.

“Video Material” or “Video” means any

visual, audio or audio-visual work, such as a

video-taped, audio-taped or televised

demonstration or performance, which is

recorded electronically or by other means.

Innovation shall have the authority to clarify and

modify this definition in its discretion from time

to time. In the event a work falls within both the

definition of Video Material and the definition

of Software, it will be treated as Software for

purposes of this Policy.

A “Work” (or “Copyrightable Work”) means

any original work of authorship that is fixed in

any tangible medium of expression, including

Software. Examples of Copyrightable Works

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include but are not limited to journal articles and

other scholarly or scientific papers, books,

photographs, drawings and diagrams, Video

Materials, Software and Courseware.

“Work(s) Made for Hire” has the meaning

given in Section 8.2.2.

A. INTRODUCTION.

1.0 SCOPE AND ORGANIZATION OF

THE POLICY.

1.1 Scope of the Policy.

This Intellectual Property Policy (“Policy”)

governs the handling of Inventions,

Copyrightable Works, and other Intellectual

Property and Tangible Research Property made

by individuals involved in educational,

research, clinical and other activities of MGB

and its Affiliated Institutions. As of the approval

date of this version of the Policy, the

Institutions, as defined above, have adopted this

Policy. While the bulk of the Policy is devoted

to Intellectual Property, the Policy also

addresses the handling of Tangible Research

Property such as biological materials. The

individuals covered by this Policy are referred

to as “Members.”

All terms in this Policy that have initial capital

letters are defined more precisely in the

Definitions, located at the beginning of this

document, or in the place where they are first

used.

Members should be aware that they also may be

subject to a number of other policies. Three

important policies address conflicts of interest.

These are the MGB Code of Conduct, the

Harvard University Faculty of Medicine Policy

on Conflicts of Interest and Commitment

(which is part of the Harvard Medical School

Office for Academic and Research Integrity’s

Policies and Procedures and is applicable to all

Harvard Medical School faculty members), and

the MGB Policy on Interactions with Industry

(“OII”). These policies are available on the

website for the MGB OII and can be found here:

Office for Interactions with Industry - Home

(sharepoint.com). MGB and its Affiliated

Institutions also have other policies addressing

other research matters, including research

notebooks and materials placed on institutional

websites. Many of these policies are

summarized in the Mass General Brigham

Research Code of Conduct and Ethical

Standards.

Members should recognize the following key

points incorporated in this Policy:

• Most Copyrightable Works and virtually all

other Intellectual Property created by a

Member:

o at a Hospital or other Institution, or

o during the time when a person is a

Member and that relate to the Member’s

MGB- affiliated activities at a Hospital or

other Institution,

are owned by an Affiliated Institution.

• Members should take no action to sell,

license, or otherwise commit or dispose of

Intellectual Property they create unless

and until such action is approved by the

appropriate Institutional representative

under this Policy. Generally, approval will

be given for Members to take such actions

on their own only if and after the appropriate

Institutional representative determines that

the Member owns the Intellectual Property

under this Policy.

• Members are not authorized to sign, and

should not sign, confidentiality

agreements, license agreements, material

transfer agreements, research agreements,

or any other agreements that may restrict,

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commit or affect intellectual property they

create. Members may sign agreements

relating to their individual consulting

activities, but only after such agreements

have been reviewed by the institution in

accordance with Section 2.3 below.

1.2 Organization of this Policy.

The Policy is organized by types of Intellectual

Property. Members who believe they have made

an Invention, whether patentable or not, should

refer to Section B, and those involved in

producing Copyrightable Works (such as

written publications and video materials) should

refer to Section C. Since software is nearly

always copyrightable and sometimes patentable

as well, those involved in developing it will be

interested in both Sections B and C. Tangible

Research Property, which may be patentable,

copyrightable, both, or neither, is addressed in

Section D. Standards for distributing Income

from all types of property are included in

Section E. Questions about the Policy should be

addressed to Innovation.

2.0 ADMINISTRATION OF THE

POLICY.

2.1 Responsibilities of MGB Innovation.

Innovation shall have primary responsibility for

the administration of this Policy. Innovation

shall initially resolve any disputes arising under

this Policy, including disputes regarding

ownership of Intellectual Property and

distribution of Income.

2.2 Responsibility of the Committee.

The Committee shall have general responsibility

for overseeing this Policy.

2.3 Responsibilities of Members.

Members shall take all steps necessary to make

this Policy effective, including executing an

Intellectual Property Acknowledgement

(formerly called a Participation Agreement) or

similar document, and all other necessary or

desirable agreements, applications,

assignments, or other documents if requested or

required by one of the Institutions. Failure by a

Member to execute such a document shall not in

any way affect the applicability of this Policy.

These obligations shall continue after a Member

leaves the Institution.

In order to facilitate the implementation and

administration of this Policy, Members agree

that they are obligated to, and they hereby do,

assign to the appropriate MGB Institution all

of their rights in any Intellectual Property

which this Policy states is owned by an MGB

Institution.

Members who are responsible for projects in

which Intellectual Property is likely to be

created should address with all participants

(including non-Institutional personnel, such as

visiting scientists), in advance, how this Policy

affects that Intellectual Property.

Members should be aware that Consulting

Agreements, in the form proposed by companies

or other third parties, may contain provisions

that are inconsistent with this Policy as well as

other policies of the Affiliated Institutions,

MGB, and the Harvard Medical School.

Therefore, Members are required to submit all

Consulting Agreements to the MGB Office for

Interactions with Industry (“OII”) for review

prior to execution.

Members should also be aware that under

federal law, the Institutions are given the first

right to elect title to Intellectual Property created

using federal funds, but the United States

government retains certain rights of its own in

such property. These include the right to

practice an invention royalty-free, and certain

“march-in” rights to use the technology or

assume ownership of the technology. To

comply with federal laws and regulations

relating to Intellectual Property arising from

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federally-funded research, the Institutions

assume responsibility to protect and inform the

federal government on a periodic basis about the

licensing and commercial development of the

technology. Members shall take all steps

necessary to protect the rights of the U.S.

government in these properties so that the

Institutions are able to comply with the

applicable federal laws and regulations. These

steps shall include disclosing promptly to

Innovation any inventions made using federal

funds, and executing any documents and taking

any other actions requested of them by

Innovation.

2.4 Determination of Ownership Rights

Between Affiliated Institutions.

As between the Affiliated Institutions, and

subject to Section 2.5:

• BWH shall own all Intellectual Property

covered by this Policy and made by

Members employed by BWH or with BWH

Medical Staff appointments, employees of

BWPO working at or under the auspices of

BWH, or otherwise made at or under the

auspices of BWH;

• BWFH shall own all Intellectual Property

covered by this Policy and made by

Members employed by BWFH or with

BWFH Medical Staff appointments,

employees of BWPO working at or under

the auspices of BWFH, or otherwise made at

or under the auspices of BWFH;

• With respect to all Intellectual Property

covered by this Policy and made by

Members employed by MGH (parent

corporation) or employed by or with staff

appointments at any Affiliated Institution,

the sole member of which, directly or

indirectly, is MGH (parent corporation), or

employees of MGPO, or otherwise made at

or under the auspices of MGH (parent

corporation):

o MGH Institute shall own all Intellectual

Property made by Members employed by

MGH Institute or with MGH Institute

faculty appointments, or otherwise made

at or under the auspices of MGH

Institute;

o The General Hospital Corporation shall

own all other Intellectual Property;

• McLean shall own all Intellectual Property

made by Members employed by McLean or

with McLean Professional Staff

appointments, or otherwise made at or under

the auspices of McLean;

• Spaulding shall own all Intellectual Property

covered by this Policy and made by

Members employed by Spaulding or with

Spaulding Professional Staff appointments

or otherwise made at or under the auspices

of Spaulding;

• MEEI shall own all Intellectual Property

covered by this Policy and made by

Members employed by MEEI or with MEEI

Medical Staff appointments, employees of

MEEA, or otherwise made at or under the

auspices of MEEI or SERI;

• NSMC shall own all Intellectual Property

covered by this Policy and made by

Members employed by NSMC or with

NSMC Medical Staff appointments,

employees of NSPG, or otherwise made at

or under the auspices of NSMC;

• NWH shall own all Intellectual Property

covered by this Policy and made by

Members employed by NWH or with NWH

Medical Staff appointments, employees of

NWPHO, or otherwise made at or under the

auspices of NWH; and

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• MGB shall own all Intellectual Property

covered by this Policy and made with

funding provided in a grant to or contract

with MGB, or otherwise made by Members

who are employed by, engaged by, or

otherwise operating under the auspices of

MGB and have no appointment at any

Hospital.

2.5 Reallocation of Proceeds or Ownership.

It is recognized that in specific cases (or

categories of cases) it may not be fair or

appropriate to allocate ownership as specified

above, or to distribute the entire institutional

share of Annual Net Income to the Institution

that owns the Intellectual Property as specified

above, because of the specific contributions of

a different Institution to the creation of that

Intellectual Property. The Committee, in

consultation with appropriate representatives of

the relevant Institutions, may approve

mechanisms under which and individual

situations where ownership rights are

transferred to different Institutions in order, for

example, to facilitate the administration of

Intellectual Property rights and of funding

grants and contracts; or mechanisms under

which some or all of the institutional shares of

Annual Net Income are reallocated among

Institutions which do not technically own the

Intellectual Property. This may be appropriate,

for example, to take proper account of (i) the

extent to which the Intellectual Property in

question was made using direct or indirect

financial support from (including funding from

any outside source awarded to or administered

by) an Institution not designated above as

initially owning the Intellectual Property, or

with the substantial use of any space, facilities,

materials or other resources of that Institution;

and (ii) the effect that transferring ownership in

a manner different than as described above

would have on administration of the

Intellectual Property on funding grants and

contracts, and such other factors the Committee

deems pertinent. In the event that this Policy is

adopted by or made applicable to any other

related entities within the MGB system, the

Committee shall determine which legal entity

among those related entities shall own

Intellectual Property.

3.0 OBLIGATIONS TO THIRD

PARTIES UNDER GRANTS AND

CONTRACTS.

In many cases, Intellectual Property created at

the Institutions is subject to the terms and

conditions of grants, contracts and other

agreements entered into by the Institutions and

third parties, such as the United States

government and other research sponsors. These

agreements include sponsored research, clinical

trial, and material transfer agreements, license

agreements, federal grants and contracts, and

the like.

The rights of Members under this Policy shall

be subject to any applicable conditions and any

rights granted to third parties under grants and

agreements undertaken by the Institutions. The

Institutions shall retain the right to perform their

obligations with respect to Intellectual Property

under all such arrangements.

B. INVENTIONS AND PATENTS.

4.0 INVENTIONS; PROTECTION AND

LICENSING.

For purposes of this Policy, an “Invention” is

any patentable invention as defined by patent

law, or any other idea or its embodiment that is

potentially patentable or, even if not patentable,

may have charitable or commercial value.

Examples of Inventions include but are not

limited to new and improved devices, systems,

circuits, and compounds; novel biological

materials such as proteins, genes, DNA

constructs, cell lines and transgenic animals;

diagnostics; immunoassays; therapeutics; new

uses of known articles or substances; new

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methods of producing or manufacturing any

articles or substances; algorithms; Software;

and any novel variety of plant which is or may

be protected under the Plant Variety Protection

Act of 1970, 7 U.S.C. §§ 2321-2582.

Inventions that are “new,” “non-obvious” and

“useful,” criteria that are set by U.S. and foreign

patent laws, may be protected under the patent

laws of the United States and other countries. To

obtain a patent, the Inventor – or, in some

countries, the institution that owns the invention

– must promptly file a patent application

describing the invention in each country where

patent protection is desired.

Many Inventions, including but not limited to

biological materials and software, are

protectable under other legal doctrines even if

they are not patentable.

When Inventions have potential commercial

value, or may otherwise have potential benefit

to the public, the Institutions may be able to

license selected companies to develop them into

products and market them to others, in exchange

for royalties and/or other benefits to the

Institution and its Members.

As discussed in Section 6.2 below, substantial

patent benefits may be lost if an Invention is

discussed in a publication prior to certain patent

filings being made. Accordingly, Inventors are

strongly encouraged to consult with

Innovation well before publication to

maximize the protection of patent benefits.

As discussed in Section 1 above, an Institution

owns, and has the right to license or otherwise

manage, most Intellectual Property created by

Members. Accordingly, Members should take

no action, including signing material transfer

agreements or other agreements that affect

Intellectual Property, unless and until such

action is approved by the appropriate

Institutional representative under this Policy.

5.0 RIGHTS IN INVENTIONS AND

PATENTS.

5.1 Rights of Members.

Inventions and patents no part of which are

owned by the Institutions or a third party, as

provided below, shall be owned by their

Inventors. For such an Invention, the Inventor

shall be free to take any actions on his or her

own initiative and at his or her own expense, and

to keep all royalties and other proceeds provided

that before beginning to patent or

commercialize any such Invention, use it for

private gain, or otherwise make it available to

the public or any third party that is reasonably

likely to use it for commercial purposes or broad

distribution, the Member must first have met the

disclosure requirements under Section 6 of this

Policy and received notice from the appropriate

Institution that it does not claim ownership of

any part of the Invention.

5.2 Rights of the Institutions.

As between the Institutions and Members, the

Institutions shall own, and Members shall and

hereby do assign their rights in, all Inventions,

and patents claiming them, in the following

categories:

5.2.1 Supported Inventions.

“Supported Inventions” are Inventions

conceived or reduced to practice by one or

more Members in performing activities that

either:

(i) received direct or indirect financial

support from the Institutions, including

Institutional salary support or funding

from any outside source awarded to or

administered by the Institution; or

(ii) made substantial use of any space,

facilities, materials or other resources of

an Institution including resources

10

provided in-kind by outside sources (the

use of office space and computers for

word processing alone shall not be

considered a “substantial use” of

resources for purposes of this

paragraph); or

(iii) were otherwise made subject to any

grant, contract or other arrangement

between an Institution and a third party,

such as the federal government, a

foundation or corporate research

sponsor.

5.2.2 Related Inventions.

“Related Inventions” are Inventions

conceived or reduced to practice by one or

more Members that are not Supported

Inventions but that arise out of or relate to the

clinical, research, educational or other

activities of the Inventor at an Institution.

5.2.2.1 Exception for Subsequently-

Made Related Inventions.

In circumstances deemed appropriate by

the MGB’s Chief Innovation Officer, the

Institution will waive its claim to any

Related Inventions that are conceived or

reduced to practice in the performance of

future consulting services under a

Consulting Agreement that conforms

with the Institution’s policy on

Consulting Agreements, or in the future

conduct of any other independent

enterprise proposed in advance by a

Member and approved by Innovation as

appropriate for such a waiver. In

instances where MGB’s Chief

Innovation Officer determines that

granting a waiver is not appropriate, the

Institution may grant more limited rights

to Related Inventions.

5.2.2.2 Exception for Related

Inventions Made at

Community Hospitals by

Certain Non-Employee

Members.

Certain MGB community Hospitals have

Members who are not employed by the

Hospital or its corresponding physicians’

organization but who have

Medical/Professional Staff appointments

at those Hospitals solely for the purpose

of giving their patients access to surgical

or other Hospital facilities. In these cases,

the Hospital does not claim ownership of

Related Inventions made by these

Members. Related Inventions made by

other people who meet the definition of a

Member but who are neither employed

by nor have a staff appointment at an

Institution shall be addressed on a case-

by-case basis.

6.0 DISCLOSURE OF INVENTIONS;

INSTITUTIONAL ACTION.

6.1 Inventions to be Disclosed.

Members shall disclose every Invention

conceived or reduced to practice by the

Member, individually or jointly with others

during the time when the Member has a

Medical/Professional Staff or faculty

appointment at the Institution or is employed by

the Institution or is otherwise involved in

Institutional Activities if it meets any of the

following three conditions (which may overlap):

(i) the Invention is or may be patentable;

and (a) is conceived or reduced to

practice in performing Institutional

Activities; or (b) arises out of or relates

to the Member’s clinical, research,

educational or other Institutional

Activities; or

11

(ii) the Invention, whether or not patentable,

is one which: (a) the Member wishes to

make or permit use of for commercial

purposes, or wishes to have the

Institution commercialize; (b) may have

commercial or charitable value; (c) the

Member otherwise wishes to make

available to the public or to any third

party that is reasonably likely to use it

for commercial purposes or broad

distribution; or (d) is subject to any

grant, contract or other arrangement

between the Institution and a third party;

or

(iii) Innovation requests the Member to

disclose the Invention.

This Policy requires disclosure of Inventions

that may not be owned by an Institution or

that the Inventor believes are not owned by

an Institution. Among other reasons, this is

necessary because Innovation is responsible

for determining whether the Inventor or an

Institution owns a particular Invention.

6.2 Method and Timing of Disclosure.

Inventions shall be disclosed to Innovation in

writing by submitting an Invention Disclosure

Form, which are available through the

Innovation website.

Inventors are encouraged to make disclosures to

Innovation as early as possible, preferably as

soon as they believe they have created an

Invention, to allow Innovation maximum lead

time to evaluate and, where appropriate, file

patent applications, and generally to develop a

patent and commercialization strategy. In any

event Inventors should make disclosures to

Innovation prior to publication or other public

presentation, because inventions are

unpatentable in most foreign countries unless a

patent application has been filed before its

disclosure to the public.

6.3 Determination of Ownership.

After review of the Invention Disclosure Form,

Innovation may determine that the Invention is

not owned by an Institution or that the

Institution wishes to relinquish ownership. In

that case, Innovation will notify the Inventor

within a reasonable time after making the

determination.

6.4 Actions by Institution.

If Innovation concludes that an Invention is

owned by an Institution under Section 5,

Innovation will consult the Inventor as deemed

necessary and will determine the appropriate

action to take, which may include patenting,

promoting and licensing the Invention to make

it available to the public.

In appropriate cases, the Institution shall

provide such professional services as it deems

necessary or desirable to patent the Invention. In

other cases, the Institution may not seek a patent

on the Invention, while retaining ownership of it.

Such action may be appropriate where the

Invention may have value commercially, or

otherwise be of potential benefit to the public,

but where patentability is questionable; where

filing a patent would be premature; where the

invention may be protected through copyright or

other non-patent means (particularly in the case

of Software); where it is subject to an obligation

to a research sponsor; or in other situations.

Any institutional action will be taken at the

expense of the Institution, without charge to the

Inventor, and will take into account the

available resources and the commercial value of

and market interest in the Invention.

6.5 Communication with Inventors.

Open communication and collaboration

between the Inventor and the Institution

generally facilitates decisions on how to make

the best use of an Invention. Innovation will

attempt to communicate with Inventors from

12

time to time about Inventions disclosed to it. In

addition, at any time an Inventor may request the

Institution to state in writing what actions it

intends to take or has taken regarding an

Invention. Such requests should be made in

writing to the MGB’s Chief Innovation Officer.

Before Innovation responds to such a request,

the Inventor must have made a disclosure in

accordance with the requirements of Section

6.2. and which is sufficiently complete and

detailed to allow Innovation to undertake a

reasoned evaluation of patentability and

commercial or charitable value. Once such

disclosure and written request have been made,

Innovation will provide a written status report

reasonably promptly, expected in most cases to

be within 30 days.

Inventors are encouraged to stay in

communication with Innovation about

Inventions they believe are important, and to

inform Innovation as early as possible of

anticipated oral or written disclosures of their

Inventions to avoid the loss of foreign patent

rights (see Section 6.2). Innovation will make

reasonable efforts to inform Inventors and their

Department if it makes a decision not to seek a

patent on an Invention, or if it starts to seek a

patent but later terminates these efforts.

6.6 Relinquishment.

An Inventor may request that the Institution

relinquish its ownership of any Invention.

Except where prohibited by restrictions imposed

by external funding, the Institution may, but

shall have no obligation to, relinquish its

ownership if deemed appropriate by MGB’s

Chief Innovation Officer. If the Institution

decides to relinquish ownership of the

Invention, relinquishment will be made subject

to such terms and conditions as are deemed

appropriate by Innovation, which may include,

but are not limited to, the following:

(i) The Institution shall retain a royalty-free

non-transferable license for research,

clinical and educational purposes within

the Institution.

(ii) The Inventor shall be required to pay

royalties to the Institution on sales of

products or services covered by the

relinquished Invention.

(iii) The Inventor shall fully reimburse the

Institution for any expenses incurred

relating to the Invention (such as patent

costs or other legal expenses) from the

initial revenue, if any, received by the

Inventor from licensing or sale of the

Invention, before the Inventor is entitled

to retain any revenues him/herself.

(iv) The Inventor shall assume responsibility

for any NIH or other government or

foundation reporting requirements for the

Invention.

(v) Appropriate restrictions or reporting

obligations shall be imposed on further

research or other work on the

relinquished Invention by the Inventor at

any Affiliated Institution.

(vi) The Inventor shall agree that any

improvements in the Invention that

constitute new Inventions and that are

owned by the Institution under Section 5

shall be owned by the Institution.

(vii) The Inventor shall be prohibited from

using the Institutional name in relation to

the Invention without prior Institutional

approval.

(viii) The Inventor shall be required to secure

indemnity protection for the Institution

as part of any commercial agreement

relating to the Invention.

13

C. COPYRIGHTABLE WORKS

AND OTHER INTELLECTUAL

PROPERTY.

7.0 COPYRIGHT AND

COPYRIGHTABLE WORKS;

PROTECTION AND LICENSING.

Copyright consists of a variety of rights in

original works of authorship, as protected under

the copyright laws of the United States and other

nations. Copyright does not protect ideas, but

rather the particular form (referred to here as a

“Work”) in which those ideas are expressed.

The rights protected by copyright include the

right to reproduce the Work, to prepare

derivative works based on the original Work, to

distribute copies to the public, and to perform or

display the Work publicly.

Under current law, the Author's copyright exists

from the moment a Work is fixed in a tangible

medium of expression. It is not necessary to

register a copyrighted Work with the U.S.

Copyright Office, although certain advantages

can be obtained by such registration.

When Works have potential commercial value

or may otherwise have potential benefit to the

public, the Institutions may be able to license

them to third parties that may develop and

market them in products or services, in

exchange for royalties or other benefits to the

Institution and its Members.

8.0 OWNERSHIP OF COPYRIGHT.

8.1 Rights of Members.

8.1.1 Ownership.

Members shall own the copyright in

Academic Works and any Works they create

that do not constitute Supported Works,

Works Made for Hire, or Related Software as

defined in Section 8.2 below. Members will

own all Works they create of an artistic

nature, such as music, graphic art, poetry,

fiction or popular nonfiction, except in

instances where those Works comprise

Supported Works, Works Made for Hire, or

Related Software.

8.1.2 Pre-Existing or Joint Works.

Members are cautioned that if components of

their Works are prepared by others, under

copyright law those components may be

preexisting Works subject to the copyright

ownership of others, or the joint effort to

create the Work may render all contributors

joint Authors of the entire Work.

8.1.3 Member-Owned Works.

With respect to any Work no part of which is

owned by an Institution, the individual

Author shall generally be free under this

Policy to take any action at his or her own

initiative and expense, and to keep all

royalties and other proceeds, provided that

the Author must first have met any applicable

disclosure and other requirements of this

Policy.

14

8.1.4 Academic Works.

The ownership of Academic Works shall

remain with (or shall be returned, if

necessary, to) their Authors, in deference to

traditional academic freedoms. This

Academic Work concept is intended to

recognize and facilitate the traditional

academic freedoms of faculty Members and

Members who have Hospital

Medical/Professional Staff appointments,

and of student Members, to publish and

disseminate their scholarly works.

The Institutions shall have the right to retain

a royalty-free license to use Academic Works

for Institutional purposes.

“Academic Works” shall mean Works of an

academic or scholarly nature that are:

(i) authored by Hospital

Medical/Professional Staff appointees,

faculty, or student Members, in the

course of customary clinical, research,

and educational activities;

(ii) prepared

(a) at the Author's own initiative,

(b) not at the request of an Institution,

(c) not under the auspices of an

Institution,

(d) not for Institutional purposes, and

(e) without making substantial use of

Institutional resources; and

(iii) are not owned by or obligated to a third

party through any Institutional

arrangement.

It is not possible to formulate an all-inclusive

definition of Academic Works that can be

applied mechanically to every imaginable

Work; however, these shall ordinarily

include Works such as traditional textbooks,

articles published in scientific journals, and,

but only to the extent that all of the provisions

of 8.1.4 (ii) apply, course and curriculum

materials (which does not include

Courseware). The term Academic Work is

not generally intended to cover Software,

databases, Courseware, questionnaires, or

clinical outcome assessment indices,

although individual situations involving such

Works may be reviewed on a case-by-case

basis by Innovation, and may be determined

to constitute Academic Works. The Author's

mere receipt of salary support, or use of

office space or computers for word

processing provided by an Institution, shall

not be considered “substantial use of

Institutional resources” for the purpose of

determining whether a Work meets the

criteria for an Academic Work. In addition, a

Work that describes research or other

activities that did make substantial use of

Institutional resources shall not be

disqualified from being treated as an

Academic Work as long as the creation of the

Work itself, as opposed to the underlying

research or other activity, did not make

substantial use of additional Institutional

resources.

Innovation in its discretion shall have the

authority to clarify and modify the definition

of Academic Works and develop guidelines

for its interpretation from time to time. New

developments in academic publishing,

among other factors, can be taken into

account through this process.

If uncertain, Members should request a

review by Innovation at any time to

determine if a particular Work should be

considered an Academic Work.

15

8.2 Rights of The Institutions.

As between the Institutions and Members,

except for Works that are Academic Works (see

Section 8.1.4. above), the Institutions shall own,

and Members shall and hereby do assign their

rights in, all Copyrightable Works created by its

Members in any of the following categories, and

all rights in the copyright of such Works:

8.2.1 Supported Works.

“Supported Works” shall mean

Copyrightable Works that are created by one

or more Members in performing activities

that:

(i) received any direct or indirect financial

support from an Institution, including

Institutional salary support or funding

from any outside source awarded to or

administered by an Institution;

(ii) made substantial use of any space,

facilities, materials or other resources of

an Institution, including resources

provided in-kind by outside parties (the

use of office space and computers for

word processing alone shall not be

considered a “substantial use” of

resources for purposes of this paragraph);

or

(iii) were otherwise subject to any grant,

contract or other arrangement between an

Institution and a third party, such as the

federal government, a foundation or

corporate research sponsor.

8.2.2 Works Made for Hire.

“Works Made for Hire” shall mean any

Works that are created in the scope of a non-

Medical/Professional Staff or faculty

Member's employment or affiliation with an

Institution; or created by a

Medical/Professional Staff or faculty

Member at the request of an Institution or as

part of an Institutional undertaking; or that

otherwise constitutes a “Work Made for

Hire” under the copyright laws of the United

States. By way of example, these Works may

include training, educational or policy

materials, articles written for the news office,

patient handbooks or Software created by

professional, administrative or other staff at

the request of an Institution or as part of an

Institutional undertaking, or Software created

by individuals who are employed by an

Institution as programmers.

Some Supported Works may also constitute

Works Made for Hire.

8.2.3 Related Software.

“Related Software” shall mean Software

created by a Member that is not a Supported

Work or a Work Made for Hire but that arises

out of or relates to the clinical, research,

educational or other activities of the Creator

at an Institution.

8.2.3.1 Exception for Subsequently

Made Related Software.

In circumstances deemed appropriate by

MGB’s Chief Innovation Officer, the

Institution will waive its claim to any

Related Software that is created in the

performance of future consulting

services under a Consulting Agreement

that conforms with the Institution’s

Policy on Consulting Agreements, or in

the future conduct of any other

independent enterprise proposed in

advance by a Member and approved by

MGB’s Chief Innovation Officer as

appropriate for such a waiver. In

instances where MGB’s Chief

Innovation Officer determines that

granting a waiver is not appropriate, the

Institution may grant more limited rights

to Related Software.

16

8.3 Manner of Institutional Ownership.

To the extent that any of the foregoing Works

(including some Supported Works) constitute a

“Work Made for Hire” under this Policy or the

copyright laws of the United States, the

Institution shall own the Work in the first

instance as the Author. To the extent that any of

the foregoing Works do not constitute a “Work

Made for Hire,” the Institution shall own the

Work by assignment from the individual

Creator.

9.0 WORKS OF NON-MEMBERS

COMMISSIONED BY AN

INSTITUTION.

Members wishing to commission non-Members

to prepare Software, Video Materials and other

Works for institutional purposes should seek

advice from the Office of the General Counsel

in advance, as a written agreement usually will

be needed in order to secure the Institution’s

rights.

10.0 DISTRIBUTION OF

COPYRIGHTABLE WORKS

THAT ARE OWNED BY AN

INSTITUTION.

It is the intent of the Institutions to encourage

the exchange of Software, Video Materials

and other Copyrightable Works with

colleagues for the purpose of advancing

research. At the same time, the Institutions

aim to protect their rights in such Works, to

promote their development for public use as

appropriate, and, in the case of certain

Software and other Works that have clinical

applications, to prevent unsafe and unlawful

uses of the Works.

Copyrightable Works owned by an Institution –

including Software and Video as well as literary

and other Works – shall be published, licensed

to third parties or otherwise distributed for

commercial purposes only through Innovation.

Distribution of such Works for noncommercial

purposes shall be subject to any guidelines

established by MGB’s Chief Innovation Officer.

Such guidelines may be modified at

Innovation's discretion from time to time, either

at the request of a Member and his or her service

or department chief to Innovation, or otherwise.

11.0 DISCLOSURE OF

COPYRIGHTABLE WORKS;

INSTITUTIONAL ACTION.

11.1 Works to be Disclosed.

Members shall disclose Software, Video

Material and other Copyrightable Works created

by the Member, individually or jointly with

others (or created on behalf of the Member by a

non-Member) during the time when the Member

has a Medical/Professional Staff or faculty

appointment at the Institution or is employed by

the Institution or is otherwise involved in

Institutional Activities, if they meet any of the

following conditions (which may overlap):

(i) the Member wishes to make or permit use

of the Work for commercial purposes or

wishes to have the Institution

commercialize it; or

(ii) it may have commercial or charitable

value; or

(iii) the Member otherwise wishes to make the

Work available to the public or any third

party that is reasonably likely to use it for

commercial purposes or broad distribution;

or

(iv) the Work is subject to any grant, contract

or other arrangement between the

Institution and a third party; or

(v) Innovation otherwise requests the Member

to disclose the Work.

17

In the event that Software is patentable, it shall

be disclosed in accordance with Section 6 above.

This disclosure obligation applies even to some

Copyrightable Works that may not be owned by

the Institution or that the Author believes are not

owned by the Institution. Among other reasons,

this is necessary because Innovation is

responsible for determining whether the Author

or an Institution owns a particular

Copyrightable Work.

Members are free to publish Academic Works

without prior disclosure to Innovation, although

if there is any reasonable question whether a

given Copyrightable Work constitutes an

Academic Work the Member shall discuss it

with MGB’s Chief Innovation Officer prior to

publication.

11.2 Method of Disclosure.

Copyrightable Works may be disclosed to

Innovation in writing by submitting an

Invention Disclosure Form available through

the Innovation website.

11.3 Determination of Ownership.

After review of the Copyright Disclosure Form,

Innovation may determine that the Work is not

owned by an Institution. In that case, Innovation

will notify the Member who disclosed it within

a reasonable time after making the

determination.

11.4 Use, Licensing and Protection of

Institutionally Owned Works.

An Institution may choose to use Copyrightable

Works owned by it for internal purposes only.

If, however, it appears that a Work owned by an

Institution should be commercialized or

otherwise made available to the public or a third

party for commercial purposes or broad

distribution, Innovation will consult with the

Member who disclosed the Work as deemed

necessary, and will determine the appropriate

action, which may include promoting and

licensing the Work to make it available to the

public. The Institution shall provide such

professional services as it deems necessary or

desirable to protect the copyright and other

proprietary rights in the Work, which may be

limited to reliance on unregistered copyright

protection. Any action by an Institution will be

taken at the expense of the Institution, without

charge to the Creator, and will take into account

the available resources and the commercial

value of and market interest in the Work.

11.5 Communication with Authors.

Open communication and collaboration

between the Author and the Institution generally

facilitates decisions on how to make the best use

of a Copyrightable Work. Innovation will

attempt to communicate informally with

Members from time to time about Works they

have disclosed to it. Members are also

encouraged to stay in communication with

Innovation about Copyrightable Works they

believe are important. In addition, at any time a

Member may request the Institution to state in

writing what actions it intends to take or has

taken regarding a Work he or she has disclosed.

Such requests should be made in writing to

MGB’s Chief Innovation Officer. Before

Innovation responds to such a request, the

Member must have made a disclosure sufficient

for Innovation to make a reasoned evaluation of

the Work's value for internal institutional use

and for commercial and charitable purposes.

Once such disclosure and written request have

been made, Innovation will provide a written

status report reasonably promptly, expected in

most cases to be within 30 days.

11.6 Relinquishment.

An Author may request that the Institution

relinquish its ownership of any Work. Except

where prohibited by restrictions imposed by

external funding, the Institution may, but shall

have no obligation to, relinquish its ownership

as deemed appropriate by MGB’s Chief

18

Innovation Officer. If the Institution decides to

relinquish ownership of the Work, it may

impose such terms and conditions as it deems

appropriate in its discretion, including those

comparable to the terms and conditions

described in Section 6.6.

11.7 Treatment of Software as an Invention.

Software is generally protectable by law as a

Copyrightable Work but it may also constitute

or embody an Invention. If an Invention is

owned by an Institution, any Software

embodying that Invention will also be owned by

the Institution. In the event a Member believes

that Software he or she has created is or may be

patentable, the Member shall so notify

Innovation in the manner set forth in Section B

of this Policy.

12.0 PRIVACY AND RELATED

RIGHTS OF OTHERS.

Creators of Copyrightable Works must seek

appropriate permissions before making any use

of the name, likeness or other identifying

information of a Member, patient or any other

individual. Such use may be subject to the

individual's rights of privacy or publicity and

other legal restrictions unrelated to Intellectual

Property. In the case of patients, both the law

and Hospital policy require obtaining prior

consent in writing.

13.0 GUIDELINES FOR

PUBLICATION.

Creators of Copyrightable Works owned by an

Institution should observe the following

guidelines:

13.1 Copyright Notice.

Notice of copyrights should be provided by

including in any Software or other Work the

copyright logo (“©”) and/or the word

“Copyright,” the year of first publication and

any subsequent revisions, and the name of the

Brigham and Women's Hospital, Inc.”). For

Copyright purposes, “Publication” means

distributing copies of the Work to the public,

including offering to distribute it to a group for

further distribution. Members are encouraged to

consult with Innovation for more information on

the appropriate copyright notice for a Work and

copyright protection in general.

13.2 Copyrights of Others.

The rights of other copyright owners, including

third parties whose written materials and

Software are used at or by an Institution, should

be observed. Members are encouraged to seek

advice from Innovation if in doubt as to their

rights to use or copy third party materials.

14.0 INSTITUTIONAL NAMES AND

TRADEMARKS.

Members shall obtain approval from the

appropriate Institutional public affairs officer

before seeking Publication of any

Copyrightable Work, whether or not owned by

an Institution, that prominently displays the

name of an Affiliated Institution or any other

name or logo used to identify an Affiliated

Institution, or that uses such a name or logo in

any advertising, promotional or sales material in

any medium. It is generally acceptable (and

therefore generally requires no approval) for a

Member to use the name of an Institution in an

Academic Work solely to identify the Author's

association with an Institution in a factually

accurate way. However, even such limited use

may, in some circumstances, imply an

inappropriate institutional endorsement of or

other institutional involvement in the Work, and

therefore shall be subject to restrictions imposed

by the Institution through Innovation, the Office

of General Counsel, and/or the appropriate

Institutional public affairs office.

19

No name or logo of an Affiliated Institution, or

other identifying symbol, may be used as a

Trademark, or to imply any endorsement,

without the Institution’s prior written

permission.

Trademarks shall be owned by an Institution if

they are created by Members in the course of

their employment or affiliation with an

Institution, if they are used to identify any

product or service originating with or associated

with an Institution, or pertain to significant

Institutional activities.

15.0 TRADE SECRETS.

While the Institutions are willing to keep

confidential information that is disclosed to

them by third parties (such as company

confidential information), as academic medical

centers the Hospitals are dedicated to open

disclosure and discussion of information, and do

not attempt to keep secret most information that

is generated internally at the Hospitals.

However, the Institutions do attempt to keep

confidential some internal information such as

patient data, some business information, and

some Software. To the extent any such

confidential information relating to an activity

conducted at or supported by an Institution

constitutes a Trade Secret, the Trade Secret shall

be owned by the Institution. If requested by an

Institution, Members shall take appropriate

steps to keep such Trade Secrets confidential.

D. TANGIBLE RESEARCH

PROPERTY.

16.0 DEFINITION, OWNERSHIP,

DISCLOSURE AND

DISTRIBUTION OF TANGIBLE

RESEARCH PROPERTY

(“TRP”).

16.1 Definition of TRP.

TRP refers to those research results which are in

a tangible form, as distinct from intangible (or

intellectual) property. TRP also includes human

tissue and other bodily samples which may be

obtained in the course of research activities, or

in the course of non-research activities (such as

surgery or biopsy) but which are of interest to

researchers. TRP often has intangible

Intellectual Property rights associated with it,

for example, biological molecules which are

patented. TRP may, where appropriate, be

distributed without securing Intellectual

Property protection by using some form of

contractual agreement, including commercial

licensing, and all TRP, even that which has been

commercially licensed, may be and often is

simultaneously distributed solely for research

purposes either under simple letters of

understanding or more formal licenses, all

negotiated through Innovation.

16.2 Ownership of TRP

As between the Institutions and Members, an

Institution shall own TRP as follows:

(i) All TRP that has intangible Intellectual

Property rights associated with it (for

example, patentable TRP such as novel

genes) shall be governed by the other

Intellectual Property provisions of this

Policy.

(ii) All TRP that has no intangible

Intellectual Property rights associated

with it (for example, unpatentable

20

biological materials) will, analogously

to unpatentable Inventions hereunder,

be owned by an Institution if such TRP

is developed or created by a Member,

solely or jointly, in performing

Institutional Activities, or during the

time that an individual is a Member and

which arises out of or relates to the

Member’s clinical, research,

educational or other activities at the

Institution.

16.3 Disclosure of TRP.

TRP shall be disclosed to an Institution as

follows:

(i) All TRP that is copyrightable or that is or

may be patentable shall be disclosed in

accordance with the provisions of this

Policy governing disclosure of

Copyrightable Works (see Section 11)

and patentable Inventions (see Section

6).

(ii) All TRP that is both unpatentable and

uncopyrighted shall be disclosed if such

TRP is developed or created by a

Member, solely or jointly, during the

time that an individual is a Member if: (a)

the Member wishes to make or permit

use of such TRP for commercial

purposes or wishes to have the Institution

commercialize the TRP; or (b) the TRP

may have commercial or charitable

value; or (c) the Member otherwise

wishes to make it available to the public

or any third party that is reasonably likely

to use it for commercial purposes or

broad distribution; or (d) the disclosure

of the TRP is required by any grant,

contract, or other arrangement between

the Institution and a third party or by any

applicable policy, law or regulation; or (e)

the Member is otherwise requested by

Innovation to disclose the TRP to the

Institution.

16.4 Distribution of TRP.

In keeping with the traditions of academic

science and its basic objectives, it is the policy

of the Institutions that results of scientific

research are to be promptly and openly made

available to others. This policy applies equally

to research results that have tangible form.

However, it is recognized that the traditional

modes of dissemination through scholarly

exchange and publication are not fully effective

for most TRP. Furthermore, the dissemination

of TRP raises other issues such as: the safety of

the TRP; the need sometimes for TRP to be

more fully characterized or developed prior to

distribution; for human tissue and other bodily

samples, the need for appropriate consent and

compliance with applicable policy regarding

transfer of human samples; and the need to

ensure that dissemination of TRP is consistent

with applicable policies, laws and regulations as

well as contractual obligations to third parties.

Therefore, all TRP which constitutes human

tissue or other bodily samples, or which raises

safety concerns, or the distribution of which

may be subject to contract, policy, law or

regulation (such as export control laws, or laws

pertaining to special agents) must be disclosed

in accordance with Section 16.3 above, must be

subject to an agreement that is reviewed,

negotiated and approved by Innovation, and

which contains the provisions and restrictions

deemed appropriate by Innovation for the

particular distribution. Members shall not sign

any agreement to distribute or receive TRP

without Innovation approval.

21

E. INCOME FROM

INTELLECTUAL PROPERTY

AND TANGIBLE RESEARCH

PROPERTY.

17.0 DISTRIBUTION OF

INTELLECTUAL PROPERTY

INCOME.

This section addresses the general rules of

Income distribution from Intellectual Property

and Tangible Research Property. Generally

proceeds are divided into four categories – an

“Institutional Share,” a “Department/Service

share,” a “Lab/Unit share,” and a “Creator’s

share.” Section 17.7 addresses how Annual Net

Income shall be allocated in situations where

more than one Service/Department from one

Institution, or more than one Lab/Unit from one

Institution, or more than one Inventor/Creator is

involved in creating an Invention or other

Intellectual Property. However, when

Intellectual Property/Tangible Research

Property is created in a Thematic Center, it may

be appropriate to add a fifth category, the

“Thematic Center share.” Section 17.10.5.

provides a methodology for how Annual Net

Income shall be allocated in these Thematic

Center situations.

17.1 Income from Inventions.

Annual Net Income from the licensing or other

disposition of patent rights in Inventions shall

belong to the Institutions and shall be allocated

in accordance with Table II, Table III, Table IV,

or Table V as applicable (Tables appear at the

end of this Policy). The Inventors (as defined by

this Policy and U.S. patent law) shall receive the

“Creator's share.”

17.2 Income from Copyrightable Works.

Annual Net Income from the licensing or other

disposition of Copyrightable Works shall

belong to the Institutions and shall be allocated

in accordance with Table II, Table III, Table IV

or Table V as applicable (tables appear at the

end of this Policy) and, with respect to the

Creator’s share, in accordance with Section

17.3.

17.3 Creator’s Share of Copyright Income.

17.3.1 General Principles.

The general principle of this Policy is that,

except as described in Section 17.3.2. below,

the Creator’s share of Annual Net Income

attributable to a Copyrightable Work shall be

distributed to the individuals responsible for

the creative component of a Copyrightable

Work. However, since copyright law does

not protect abstract creativity, an individual

may make significant creative contributions

to a Copyrightable Work and not be

considered the “copyright author” under

copyright law. Therefore, this Policy does not

presume that “authorship” under copyright

law is the best measure of creative

contribution, and seeks alternative ways to

determine relevant creative input.

Accordingly, individuals making significant

creative contributions to Copyrightable

Works shall be considered Creators and may

receive a share of Annual Net Income

attributable to those Works, as described

further below.

17.3.2 Exception for Works Made for

Hire.

Members whose contributions to

Copyrightable Works are Works Made for

Hire, or who otherwise contribute to a

Copyrightable Work as part of the work they

undertake within the scope of their

employment, are not automatically entitled to

22

any portion of the Creator’s Share of Annual

Net Income attributable to a Copyrightable

Work unless and until they are given such

entitlements pursuant to Section 17.3.3.,

below.

17.3.3 Methods for Determining

Distribution of Creator’s Share of

Copyrightable Works.

The Creator’s share may be distributed in one

of two ways:

17.3.3.1 Laboratory/Unit and

Department Policies.

It is recognized that the creation of

Copyrightable Works often involves

group efforts that may be facilitated by

royalty-sharing arrangements that differ

from the model traditionally followed

with respect to Inventions.

Laboratories/Units (and when there are

no Labs/Units, Departments) are

encouraged to adopt alternative written

policies governing the distribution of the

Creator's share of copyright Income

generated by them. These policies shall

be formulated and adopted in accordance

with the following guidelines:

(i) Policies shall seek to achieve a

reasonable outcome, shall take into

account the feasibility of identifying

all individuals to whom they afford a

share, and shall be consistent with

any applicable requirements of

funding agencies.

(ii) Current Members of the

Medical/Professional Staff or faculty

in the Lab/Unit, and such other

Members as the Lab/Unit Chief

deems it reasonable to consult, shall

have the opportunity to express their

views regarding such policies while

they are being formulated. The Chief

shall attempt to achieve consensus.

(iii)The reasonableness of Lab/Unit

policies, and the procedures followed

in adopting them, shall be reviewed

and approved by the relevant service

or department chief and MGB’s

Chief Innovation Officer before

taking effect.

(iv) An approved policy shall apply to all

Members of the Lab/Unit. The

Lab/Unit shall give notice of its

policy to Members who join after

approval of the policy, and shall

obtain from them a written

acknowledgment that they are aware

of the policy.

(v) Members responsible for

formulating policies are invited to

consult in advance with Innovation

regarding examples of acceptable

policies and requirements of funding

agencies.

17.3.3.2 Case by Case Determination.

When there is no approved Lab/Unit

policy applicable to a particular Income

stream, the principal investigator (in the

case of Works produced under a grant or

other sponsored research) or, where the

Works are not produced under a grant or

other sponsored research, the Lab/Unit

Chief (and where there is no Lab/Unit,

the head of the appropriate office or

Department) shall consult the Member(s)

primarily responsible for creation of the

Work and identify any Members who

made substantial inventive or innovative

contributions to it. Those Members shall

be entitled to share the Creator's share of

Annual Net Income from the Work, as

allocated among them according to their

contributions by the principal

investigator or Lab/Unit Chief, except

that, as described in Section 17.3.2.,

Members whose contributions are Works

23

Made for Hire ordinarily shall not receive

a personal share unless a Lab/Unit policy

so provides or is otherwise determined to

be appropriate. If no Member has made a

substantial inventive or innovative

contribution that is not a Work Made for

Hire, the Creator's share will be

distributed to the Lab/Unit. If requested

by any Member, the principal

investigator's or Lab/Unit Chief’s

determination will be reviewed by the

relevant service or department chief and

by MGB’s Chief Innovation Officer.

17.4 Biological Materials Income.

Annual Net Income from the licensing or other

disposition of biological materials shall belong

to the Institution and shall be allocated in

accordance with Table I, below. The Creator's

share shall be distributed as follows. The

principal investigator (in the case of materials

produced under a grant or other sponsored

research) or, where the materials are not

produced under a grant or other sponsored

research, the Lab/Unit Chief (and where there is

no Lab/Unit, the head of the appropriate office

or Department) shall consult the Member(s)

primarily responsible for creation of the

biological material and identify any Members

who made substantial inventive or innovative

contributions to it. Those Members shall be

entitled to share the Creator's share of Annual

Net Income from the materials, as allocated

among them according to their contributions by

the principal investigator or Lab/Unit Chief. If

no Member has made a substantial inventive or

innovative contribution, the Creator's share will

be distributed to the Lab/Unit or, where

appropriate, to Creators Research Accounts as

described in Section 17.10.3. If requested by

any Member, the principal investigator's or

Lab/Unit Chief's determination will be reviewed

by the relevant service or department chief and

by MGB’s Chief Innovation Officer.

17.5 Combination Income.

In the case of Annual Net Income that is

attributable to more than one category of

Intellectual Property, the Annual Net Income

shall be allocated to the categories of

Intellectual Property as deemed appropriate by

Innovation.

17.6 Income from Other Research Results,

Trademarks and Trade Secrets.

Income from the use of the name of any

Institution, or an Institutional Trademark or

Trade Secret, shall belong to the Institution and

shall not be distributed to Members. Otherwise,

in the case of Tangible Research Property (other

than biological materials) or other research

results that are not covered by Sections 17.1-

17.5, any Annual Net Income received by an

Institution shall belong to the Institution and

shall be distributed or not distributed as

determined by Innovation in consultation with

the Member(s) primarily responsible and the

Lab/Unit Chief(s), with the approval of MGB’s

Chief Innovation Officer.

17.7 Determination of Shares Among

Multiple Inventors,

Departments/Services, and

Laboratories/Units.

If more than one Inventor was involved in the

creation of an Invention, the Creator’s share

shall be apportioned equally among the

Inventors; provided, however, if any Inventor

objects to such a distribution, the following

process shall govern. If the objecting Inventor’s

Department/Service Chief/Chair does not have

a personal conflict of interest in the matter, the

objecting Inventor shall escalate the matter to

their Department/Service Chief/Chair. If the

Chief/Chair supports that Inventor’s position,

all Inventors will endeavor to come to a

unanimous agreement on how the Creators’

share shall be apportioned among the Inventors

of record. Provided that the Chiefs/Chairs of all

Inventors concur, the Inventors shall present

24

that resolution to the Chief Innovation Officer,

and the Creator’s share shall be distributed

accordingly.

If the Inventors, in coordination with their

Chiefs/Chairs, fail to come to such unanimous

agreement in the time reasonably allotted by

Innovation, or if the objecting Inventor’s

Chief/Chair has a personal conflict of interest in

the matter, the matter shall be referred to the

Institution’s senior leadership, such as a Senior

Vice President for Research or President or such

other officer as may be designated by the

Institution, as appropriate. Whenever Institution

leadership is required under this Policy to make

share allocation designations among multiple

Inventors, the designation will be based on such

criteria as the applicable leadership deems, in its

discretion, to be appropriate.

If more than one Department or Service,

Laboratory or Unit, or Thematic Center from

one Institution was involved in the creation of

Intellectual Property, the Department/Service

share and the Lab/Unit share of Annual Net

Income shall be apportioned among the

involved Departments/Services, Labs/Units and

Thematic Centers in the same proportion as the

Creators’ share is apportioned among the

Inventors as described above, unless otherwise

unanimously designated by the

Service(s)/Department(s) or Labs/Units prior to

distribution.

Treatment of multiple Creators’ shares of

Income from Copyrightable Works or

biological materials is covered by Sections 17.3

and 17.4 of this Policy. In the case of any type

of property, an approved Lab/Unit policy will be

followed, if applicable, in preference to this

Section 17.7.

17.8 Departure of Creator from Institution.

Should any or all of the Creators leave the

Institution:

17.8.1 Their individual Creator’s share

shall continue to be paid to them after their

departure;

17.8.2 The Lab/Unit share shall

continue to be paid to the Lab/Unit if it

remains operational; and if not then it shall be

paid into a Creators Research Account in the

name of senior Creators who remain at the

Institution (split evenly if more than one);

and if no such Creators remain at the

Institution then the Lab/Unit share shall be

divided evenly between the

Department/Service and the Institution;

17.8.3 If the Lab/Unit funds had been

previously determined, in accordance with

Section 17.10.2, to be paid into a Creator’s

Research Account in the name of the

departing Creator, then these funds shall be

reallocated to the senior Creators who remain

at the Institutions, if any, either in accordance

with an allocation previously agreed to by the

Creators under Section 17.7 or, in the absence

of such agreement, evenly; and if no Creators

remain at the Institution, then the departing

Creator’s Research Share shall be divided

evenly between the Department/Service and

the Institution; and

17.8.4 The allocation and payment of

Income in other respects shall remain the

same as if the Creators were still at the

Institution.

17.9 Death of Creator.

In the event of the death of an individual entitled

to receive a share of Income, his or her Creator’s

share shall inure to his or her estate. The

Lab/Unit share (or, where applicable, the

payment of such share to a Creator’s Research

Account in the name of the deceased Creator),

25

shall be handled in the same manner as described

in Section 17.8.

17.10 Elaboration on Tables I, II, III, IV,

and V.

17.10.1 General Explanation.

As used in the Tables, the Laboratory/Unit,

Service/Department, and/or Thematic Center

is the one with which each Creator was

associated at the time the Invention or Work

was created for the property generating the

Income. When the Institution involved is a

Hospital, it is expected that the Institutional

and Departmental Shares will go to a general

research or education fund (and, regardless of

the Institution involved, when these shares

arise from federally-funded research they

must be spent to support Institutional

research or education activities in order to

comply with federal regulation).

17.10.2 Allocation Between a Creator and

the Creator’s Lab/Unit Share.

The combined Creator share and Lab/Unit

share will be allocated, within a specified

range as set forth in Tables I-V, between the

Creator and the Creator’s Lab/Unit. The

specific allocation of Income between the

Creator and Creator’s Lab/Unit for any given

Invention or Biological Material should be

based on an objective determination of the

relative contribution of the Creator and the

Lab/Unit to the Biological Material,

Invention, or Inventions carried by the

license. Upon request by Innovation, the

Creator (or, in the case of an Invention with

multiple Creators, each Creator) will propose

to Innovation how such combined Income

share should be allocated between the Creator

and the Lab/Unit. Innovation will review the

proposed allocation and, consistent with

guidance from appropriate Institution

leadership, will approve or modify the

allocation based on its assessment of the

relative contributions of the Creator and

Lab/Unit to the Invention. Absent a proposal

from the Creator regarding how such

combined Income share should be allocated

between the Creator and the Lab/Unit, the

default allocation between the Creator and

the Lab/Unit shall be a specified percentage

as set forth in Tables I-V.

17.10.3 Creator’s Lab/Unit Share.

Distribution of Income to the Creator’s

Lab/Unit is based on the underlying premise

that the Lab/Unit provided a meaningful

contribution to creation of the Intellectual

Property. When Creator(s) who are members

of a Lab/Unit make an Invention or

Copyright disclosure, they shall provide to

Innovation the name(s) of the chief or

principal investigator responsible for the

Lab/Unit which will receive a portion of the

Income, and a portion of proceeds shall be

paid into an institutional account for the

benefit of the Lab/Unit. If the Creator(s) are

not members of a Lab/Unit, then they shall,

when filing a disclosure, identify which of

the senior Creator(s) shall be entitled to

oversee these funds, and a portion of

proceeds shall be paid into institutional

Creator’s Research Accounts established

under the names of those individuals. For

these purposes a Creator shall be considered

“senior” only if s/he has a faculty rank of

Instructor (or equivalent) or above. In the

event that there is any uncertainty over the

appropriate Lab/Unit, then Innovation shall,

in consultation with the appropriate chiefs,

make a final determination as to the

appropriate institutional account to receive

this money. Money used from this account

will incur an indirect cost charge as

determined by Institutional policy at the time

the money is spent.

17.10.4 Department/Service Share.

Distribution of Income to the

Department/Service is based on the

underlying premise that one (or more)

26

Department or Service of one particular

Hospital or other Institution provided the

infrastructure (e.g. salary and space) support

to the creation of the Intellectual Property.

Where this is not the case – as, for example,

where all of the infrastructure support came

from an MGB-wide or multi-Hospital Center,

and no individual Department/Service

provided significant infrastructure support –

then there will be no default presumption that

this share of Income goes to a

Department/Service. Rather, representatives

of the interested Departments/Services and

Institutions (including, where appropriate,

MGB) shall agree on the appropriate

allocation either ahead of time, which may be

ascertainable in the case for example of some

Centers, or on a case-by-case basis as

Intellectual Property is created and disclosed,

and in any event no later than the time when

it is licensed.

17.10.5 Thematic Centers.

Historically proceeds from intellectual

property have, as reflected above, been

divided into four categories – Institutional,

Department/Service, Lab/Unit, and Creator’s

shares – reflecting the traditional different

contributors to the creation of the Intellectual

Property. With the rise of Thematic Centers,

a fifth category of contributor is introduced –

the Thematic Center itself – and the

contributions of the Thematic Center to the

creation of new intellectual property need to

be reflected in the distribution of proceeds.

However, Thematic Centers may be created

within the MGB system in a wide variety of

circumstances – some within a given MGB

Hospital, some at the MGB level; and,

particularly for a Thematic Center at the

MGB level, some may involve Hospital

Departments/Services and Labs/Units, and

some may not. It is therefore not possible to

define a specific allocation formula that is

appropriate for every Thematic Center.

Accordingly, for each Thematic Center that

exists upon the approval date of this version

of this Policy other than those covered by

Tables IV and V, and for each new Thematic

Center that is created within the MGB system

thereafter, the appropriate spokespersons for

each institutional component that is involved

shall agree upon the allocation of proceeds of

any intellectual property created within that

Thematic Center, based on the anticipated

relative contribution of each institutional

component to the operations of the Center

and, with respect to Departments/Services

and Labs/Units, taking into account the

provisions of Section 17.7 and the prior

sections of 17.10 above. As of the approval

date of this version of this Policy, this

exercise has been undertaken for the MGH

Wellman Thematic Center, and for other

Thematic Centers at MGH; the decision for

allocation of proceeds for these Centers are

contained in Tables IV and V. These can

provide models or samples for future

decisions at other Thematic Centers. In the

event that the spokespersons for each

institutional component involved in a

Thematic Center are unable to reach

agreement on the allocation of proceeds for

intellectual property created within that

Thematic Center, the matter shall be referred

to the Committee which shall make a final

determination.

17.10.6 Institutional Share.

There is a starting presumption that the

Institution entitled to receive this share of

proceeds is the Hospital or other Affiliated

Institution that owns the Intellectual Property

that generated the proceeds, based on the

premise that such an Institution provided all

of the infrastructure support for the creation

of the Intellectual Property. Where that is not

the case – for example, in the case of a Center

where MGB may have provided all or a

significant portion of infrastructure support –

then there shall be no such starting

presumption, and representatives of the

interested Institutions (including, where

appropriate, MGB) shall agree on the

27

appropriate allocation of the Institutional

Share in the manner described in Section

17.10.4.

18.0 EXCEPTIONS TO INCOME

DISTRIBUTION RULES.

Any distribution provided for above is subject to

the following exceptions:

18.1 Grant-Related Conditions.

Income generated under grants from federal

agencies and some other sources may be subject

to conditions in the grant or grant-related

regulations, which must be complied with before

any Income can be distributed. For example, in

some cases license Income produced under a

grant must be applied to reimburse the funding

entity. Members are encouraged to consult with

the administrative office handling their grant

award to be sure they are aware of any applicable

conditions.

18.2 Disposition of Equity Received by an

Institution.

Subject to the applicable MGB conflicts of

interest rules and policies, the proceeds of equity

received by an Institution shall be distributed in

accordance with Section 17.

18.3 Anticipated Expenses.

If the Institution reasonably anticipates incurring

unreimbursable expenses in connection with any

Intellectual Property (such as costs of patent

prosecution or litigation, audit expenses, or

other expenses of a type that is deductible from

Income under the definition of Annual Net

Income), it may hold in reserve all or a portion

of any Income from such property to the extent

deemed necessary by Innovation to cover such

anticipated expenses. In such a case, the relevant

principal investigator or Lab/Unit Chief will be

notified of the amount being held in reserve and

the reasons for holding it.

18.4 Waivers.

Any Member or other party entitled to receive

any share of Income under this Policy may

waive that share with the approval of Innovation

or in accordance with guidelines established by

Innovation. Creators who wish to waive or

redirect some or all of their Creator’s share of

Income to which they are entitled under this

Policy should be aware that doing so can have

significant tax consequences for them; they

should consider any such action as early as

possible, and after careful consultation with their

own personal tax advisor.

18.5 Laboratory/Unit Policies.

In lieu of following Section 17.1 or 17.4,

Laboratories and Units may, with the approval

of Innovation, adopt written policies providing

an alternative basis for distributing the Creator's

share of Annual Net Income from patents and/or

materials created by individuals in that

Lab/Unit.

18.6 Alternative Distribution.

Subject to appropriate Hospital or Institutional

leadership, an alternative distribution formula

may be followed by obtaining a written

agreement from the appropriate spokesperson

for any share that is proposed to be reduced, i.e.,

the agreement of the Creator if the proposal is to

reduce the Creator's share, or the agreement of

the appropriate institutional representative if the

proposal is to reduce the Lab/Unit and/or the

Department/Service and/or the Institutional

share.

28

F. DISPUTE RESOLUTION.

Innovation shall be responsible for resolving any

disputes that arise in connection with this Policy.

Where appropriate, Innovation may seek

consultation and advice from the appropriate

representatives of management of the applicable

Institution, Institutional committees, and from the

Office of the General Counsel. Disputes shall also

be resolved under the oversight of the Committee.

29

TABLE I

DISTRIBUTION OF ANNUAL NET INCOME

GENERAL POLICY ON BIOLOGICAL

MATERIALS

SOURCE

OF

INCOME

TO THE

CREATOR

TO THE

CREATOR’S

LABORATORY

/ UNIT

TO THE

DEPARTMENT

/ SERVICE

TO

THE

INSTITUTION

Biological

Materials

($5,000 or

more)

45%

(see Notes below)

20%

35%

Biological

Materials

(less than

$5,000)

0%

100%

0%

Notes:

• This is the combined share to the Creator and the Creator’s Laboratory/Unit. Upon request by

Innovation, the Creator shall submit a proposal to Innovation outlining how to allocate the 45%

share with the Lab/Unit, provided however, the Creator and Lab/Unit shares each must be not less

than 15% or greater than 30%.

• Absent a proposal from the Creator or if the Creator’s proposal is not accepted by Innovation and/or

appropriate Institution leadership, the default allocation of the total Annual Net Income between the

Creator and Lab/Unit shall be 25% to the Creator; 20% to the Lab/Unit.

• The Income allocation set forth above shall apply to license payments received on or after October 1,

2018. Income received prior to October 1, 2018 shall be distributed in accordance with the Policy as

it existed on January 1, 2018.

30

TABLE II

DISTRIBUTION OF ANNUAL NET INCOME

GENERAL POLICY

COMBINED SHARE TO

THE CREATOR AND

THE CREATOR’S

LABORATORY/UNIT

(see Notes below)

TO THE

DEPARTMENT/

SERVICE

TO THE

INSTITUTION

45%

20%

35%

Notes:

• Upon request by Innovation, the Creator shall submit a proposal to Innovation outlining how to allocate

the 45% share with the Lab/Unit, provided however, the Creator and Lab/Unit shares each must be not

less than 15% or greater than 30%.

• Absent a proposal from the Creator or if the Creator’s proposal is not accepted by Innovation and/or

appropriate Institution leadership, the default allocation of the total Annual Net Income between the

Creator and Lab/Unit shall be 25% to the Creator; 20% to the Lab/Unit.

• The Income allocation set forth above shall apply to license payments received on or after October 1,

2018. Income received prior to October 1, 2018, shall be distributed in accordance with the Policy as it

existed on January 1, 2018.

31

TABLE III

DISTRIBUTION OF ANNUAL NET INCOME

MCLEAN HOSPITAL

Notes:

• Upon request by Innovation, the Creator shall submit a proposal to Innovation outlining how to

allocate the 45% share with the Lab/Unit, provided however, the Creator and Lab/Unit shares

each must be not less than 15% or greater than 30%.

• Absent a proposal from the Creator or if the Creator’s proposal is not accepted by Innovation

and/or appropriate Institution leadership, the default allocation of the total Annual Net Income

between the Creator and Lab/Unit shall be 25% to the Creator; 20% to the Lab/Unit.

• The Income allocation set forth above shall apply to license payments received on or after October 1,

2018. Income received prior to October 1, 2018 shall be distributed in accordance with the Policy as

it existed on January 1, 2018.

COMBINED SHARE TO THE

CREATOR AND THE

CREATOR’S

LABORATORY/UNIT

(see

Notes below)

TO THE

INSTITUTION

45%

55%

32

TABLE IV

DISTRIBUTION OF ANNUAL NET INCOME

WELLMAN THEMATIC CENTER

COMBINED SHARE TO

THE CREATOR AND

THE CREATOR’S

LABORATORY/UNIT

TO THE

DEPARTMENT

/ SERVICE

TO THE

WELLMA

N

THEMATI

C CENTER

TO THE

INSTITUTIO

N

Until $100,000

has been

48.3%

distributed to

13.4%

15%

23.3%

the laboratory

(see Notes 1,2,5 below)

After $100,000

has been

35.8%

distributed to

13.4%

27.5%

23.3%

the laboratory

(see Notes 3,4,5 below)

Notes:

• Upon request by Innovation, the Creator shall submit a proposal to Innovation outlining how to

allocate the 48.3% share with the Lab/Unit, provided however, the Creator and Lab/Unit shares

each must be not less than 15.9% or greater than 32.4%.

• Absent a proposal from the Creator or if the Creator’s proposal is not accepted by Innovation

and/or appropriate Institution leadership, the default allocation of the total Annual Net Income

between the Creator and Lab/Unit shall be 25% to the Creator; 23.3% to the Lab/Unit.

• Upon request by Innovation, the Creator shall submit a proposal to Innovation outlining how to

allocate the 35.8% share with the Lab/Unit, provided however, the Creator and Lab/Unit shares

each must be not less than 10.8% or greater than 25%.

• Absent a proposal from the Creator or if the Creator’s proposal is not accepted by Innovation

and/or appropriate Institution leadership, the default allocation of the total Annual Net Income

between the Creator and Lab/Unit shall be 25% to the Creator; 10.8% to the Lab/Unit.

• The Income allocation set forth above shall apply to license payments received on or after October 1,

2018. Income received prior to October 1, 2018 shall be distributed in accordance with the Policy as

it existed on January 1, 2018.

33

TABLE V

DISTRIBUTION OF ANNUAL NET INCOME

MGH THEMATIC CENTERS

COMBINED SHARE TO

THE CREATOR AND

THE CREATOR’S

LABORATORY/UNIT

(see

Notes below)

TO THE

DEPARTMENT/

SERVICE

TO THE

MGH

THEMATIC

CENTERS

TO THE INSTITUTION

45% 15.8% 15.8% 23.4%

Notes:

• Upon request by Innovation, the Creator shall submit a proposal to Innovation outlining how to

allocate the 45% share with the Lab/Unit, provided however, the Creator and Lab/Unit shares each

must be not less than 15% or greater than 30%.

• Absent a proposal from the Creator or if the Creator’s proposal is not accepted by Innovation

and/or appropriate Institution leadership, the default allocation of the total Annual Net Income

between the Creator and Lab/Unit shall be 25% to the Creator; 20% to the Lab/Unit.

• The Income allocation set forth above shall apply to license payments received on or after October 1,

2018. Income received prior to October 1, 2018 shall be distributed in accordance with the Policy as

it existed on January 1, 2018.

34

Intellectual Property Policy for Mass General Brigham

Incorporated (formerly Partners HealthCare System, Inc.)

and Affiliated Hospitals and Institutions

Approval Record

Approval of Revised Policy Effective January 18, 2024

• Mass General Brigham Incorporated, on behalf of all Affiliated Institutions across the Mass General

Brigham system – January 18, 2024

Previous Approvals of Policy, as amended as of date of approval:

• The Brigham and Women’s Hospital, Inc. – November 14, 2019

• Brigham and Women’s Faulkner Hospital, Inc. – November 14, 2019

• Brigham and Women’s Physicians Organization, Inc. – February 26, 2020

• The Massachusetts General Hospital – November 18, 2019

• The General Hospital Corporation – November 18, 2019

• Massachusetts General Physicians Organization, Inc. – November 18, 2019

• The MGH Institute of Health Professions, Inc. – January 14, 2020

• The McLean Hospital Corporation– November 14, 2019

• The Spaulding Rehabilitation Hospital Corporation – February 5, 2020

• Massachusetts Eye and Ear Infirmary – November 18, 2019

• Massachusetts Eye and Ear Associates – November 18, 2019

• Schepens Eye Research Institute, Inc. – November 18, 2019

Approved by the Governing Boards

• Brigham and Women’s/Faulkner Hospitals, Inc. and Brigham and Women’s Hospital, Inc.: July 10, 2002

• Brigham and Women’s Physicians Organization: July 18, 2002

• The Massachusetts General Hospital and The General Hospital Corporation: July 19, 2002

• Massachusetts General Physicians Organization, Inc. – June 21, 2002

• The MGH Institute of Health Professions, Inc. – June 28, 2002

• The McLean Hospital Corporation – May 23, 2002

• The Spaulding Rehabilitation Hospital Corporation – May 9, 2002

• Massachusetts Eye and Ear Infirmary – January 31, 2019

• Massachusetts Eye and Ear Associates – January 31, 2019

• Schepens Eye Research Institute, Inc. – January 31, 2019

Approved by the Professional and Institutional Conduct Committee, authorized committee of the Board of

Directors of Partners HealthCare System, Inc. – August 15, 2002

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