Policy on Intellectual Property

The Northwell Health System, Inc. (the “Health System”), including The Feinstein Institute for Medical Research (the “Institute”), recognizes that intellectual property, including inventions, will be made by employees in the course of performing their duties and activities, by non-employees holding guest or visiting appointments to the Health System or otherwise using Health System resources, and by students and trainees including the students of the Zucker School of Medicine (the “School”). It is the desire of the Health System that such intellectual property be administered in such a manner that it is brought into use for public benefit at the earliest possible time, with the goal of improving individual and population health and healthcare delivery. In furtherance of such purpose, the Health System hereby establishes this Policy on Intellectual Property (the “IP Policy”), which may be amended from time to time as deemed necessary or desirable, and which supersedes any and all prior statements of intellectual property policy promulgated by the Health System.

All Inventions (as defined below) made by Inventors (as defined below) shall be owned by the Health System and administered in accordance with the policies of the Health System, including this IP Policy.

This policy applies to faculty and students of the Zucker School of Medicine (“School of Medicine”) conducting work or research on behalf of the Zucker School of Medicine or at any Northwell Health System facility; and all members of the Northwell Health System workforce including, but not limited to, employees, medical staff, volunteers, students, physician office staff, and other persons performing work for or conducting research at or on behalf of the Northwell Health System.

Inventor shall mean (1) any employee of the Health System who makes an Invention in the course of performing his or her duties and activities or by utilizing the resources of the Health System and/or the Institute, and (2) any non-employee of the Health System (including voluntary staff, volunteers, and those holding visiting or guest appointments) who makes an Invention utilizing the resources of the Health System and/or the Institute, and (3) any student or trainee, including but not limited to students of the School and students of the Elmezzi Graduate School of Molecular Medicine who makes an Invention while conducting research at the School or the Institute or the Health System or by utilizing the resources of the Health System and/or the Institute.

Invention shall mean any idea or its expression that is, or may be, subject to patent or copyright protection, or is otherwise protectable under law.

IP committee shall be those individuals appointed by the President and CEO of the Health System and the President of the Institute (the “President”), including the President (or a designee), a representative from the Office of Legal Affairs of the Health System, the Vice President, Technology Transfer of the Health System, the Director of the Office of Technology Transfer (the “OTT”) of the Institute, two representatives of the Health System and at least one member of the research staff of the Institute.

1. Office of Technology Transfer
   The primary function of the OTT is the evaluation, protection, development and commercialization of Inventions for the benefit of the public and the Health System. Inventors shall assist the OTT in the evaluation, protection, development and commercialization of Inventions.

2. The Role of the Institute
   Decisions regarding the protection and disposition of rights in Inventions shall be effected by the Institute, through the OTT and at the approval of the IP Committee. All agreements regarding Inventions and third-party sponsored research shall be negotiated and administered by the OTT or the Grants Management Office of the Institute, as appropriate, and are subject to review and approval by the Office of Legal Affairs of the Health System.

3. Disclosure of Inventions; Confidentiality Obligations
   All Inventors are to disclose their Inventions to the OTT, as soon as possible, but in any case thirty (30) days prior to any publication or public disclosure of the Invention. Inventors will cooperate with the OTT in the preparation and prosecution of any patent applications, copyright applications, or any other legal protection for their Inventions.

   Individual members of the Health System workforce, including particularly Inventors, are obligated not to disclose, and to maintain the confidentiality of, any confidential or proprietary information and materials of the Institute and of the Health System, with particular attention to the need for confidential treatment of: (i) unpublished data, observations, methods and materials from the individual’s own research programs and those of Institute and Health System colleagues; (ii) confidential information and materials of third parties that are entrusted to the Institute, to the Health System or to the individual; and (iii) any “protected health information” (as defined in the Health Insurance Portability and Accountability Act of 1996), medical record, or other patient or research subject information that may be disclosed to or observed by the individual. Further, individual members of the Health System workforce are obligated to protect all such confidential information and materials from disclosure to third parties and to use the same only as specifically permitted. Note that these are continuing obligations of confidentiality and non-use, which apply both during and after each individual’s term of employment or appointment at the Health System or the Institute.

4. Ownership of Intellectual Property
   All Inventions are and shall be the sole property of the Health System and/or the Institute. All Inventions are hereby assigned by the respective Inventor to the Health System and/or the Institute.

   Subject to any external sponsor or governmental consents, rights, restrictions or requirements that apply, the Health System and/or the Institute may consider providing the Inventor with certain rights in an Invention, in cases where: (i) the IP Committee (a) makes a final determination not to file a patent application after receiving a disclosure of the Invention, (b) files a Provisional patent application but then makes a final determination not to file a corresponding non-Provisional application, or (c) makes a final determination to abandon patent prosecution or maintenance at any time after the filing of a nonProvisional patent application; and (ii) the Inventor has filed, pursuant to Section 8 hereof, a request for certain rights to the Invention (an “Invention Request”). The Health System and/or the Institute, in its sole discretion, may grant such Invention Request under one or more conditions.

5. Publication
   The Health System and the Institute support the traditional principles and practices of academic freedom concerning scholarly publications and, in general, will not bar or prohibit publication of Inventions on which patent applications have been filed. At the same time, the Health System recognizes that governmental authorities, industrial concerns, the Health System’s own interests or those of other organizations that sponsor Health System research may require temporary restriction on publication in order to protect the sponsor’s or the Health System’s interest in patentable or copyrightable intellectual property, or because of other reasons considered sufficient by the sponsor or the Health System to determine whether publication would compromise these rights and interests.

6. Committee on Intellectual Property
   Minutes shall be taken at each IP Committee meeting and archived with the OTT. The minutes of every IP Committee meeting shall be communicated to the President and to the Chief Legal Officer of the Health System or their designees. The IP Committee’s responsibilities include meeting at least two (2) times per calendar quarter to review Invention disclosures, the commercialization of Inventions, and the distribution of income received from such commercialization.

7. Distribution of Income from Inventions
   In the event that the Institute and/or Health System receives income with respect to an Invention, the distribution of such income shall be pursuant to the Policy on Technology Licensing and Distribution of Royalty Income.

8. Waiver and Other Requests
   An Invention Request, or a request for waiver of any provision of this IP Policy, will be granted only in extraordinary and compelling circumstances.

   Requests for a waiver of any of the provisions of this IP Policy, as well as Invention Requests, shall be submitted in writing to the OTT for review. A decision shall be made by the OTT in consultation with the IP Committee, and communicated to the requestor, in writing. Each request shall identify the relevant provision or provisions for which a waiver is sought, and an explanation as to why the waiver or Invention Request is being sought.

The Office of Research Compliance or Internal Audit may conduct periodic routine and for cause auditing and monitoring. It is the responsibility of all members of the Health System workforce to conduct themselves in compliance with this IP Policy. Employees may report incidents of non-compliance via the Corporate Compliance Help Line 1-800-894-3226 or by web-based reporting at www.northshore-lij.ethicspoint.com.

Non-compliance with this IP Policy may lead to disciplinary action, up to and including termination of employment.