ARTICLE II
INTELLECTUAL PROPERTY OWNERSHIP
SEC. 6. Ownership of Intellectual Property and Intellectual Property Rights. – The ownership of IPs and IPRs shall be governed by the following:
(a) In recognition of the fact that RDIs are in a better position to identify the potential for economic utilization of IPs and IPRs subject to their possession of the right skills and management capability, the ownership of IPs and IPRs derived and generated from research funded by the GFA, whether such funding is in whole or in part, shall, in general, be vested . in the RDI that actually performed the research, except in any of the following circumstances:
(1) When the RDI has entered into a public, written agreement sharing, limiting, waiving or assigning its ownership of the IPs or IPRs generated from its research in favor of the GFA: Provided, That the same may only be voluntarily executed by the RDI to protect public interest, and in particular involves national security, nutrition, health, or the development of other vital sectors;
(2) In case of failure of the RDI to disclose potential IPRs to the GFA, whereupon the GFA shall assume the rights to the potential IPR;
(3) In case of failure of the RDI to initiate the protection of potential IPRs within a reasonable time from confidential disclosure to the GFA, which shall in no case exceed three (3) months from public disclosure, whereupon the GFA shall assume the rights to the potential IPR; and
(4) In case the RDI ceases to become a Filipino corporation as defined in Article’ I, Section 4(i) of this Act.
(b) In case of collaborative research where two (2) or more RDIs conducted the research funded by the GFA, the RDIs shall own the IPRs jointly or, as otherwise stipulated in the research agreement between them: Provided, That any res’earch agreement petween RDIs and other funding entities shalf be made with the full knowledge of the GFA: Provided, further, That the agreement shall strictly be in accordance with the provisions of this Act,
(c) Nothing in this Article shall modify, amend, derogate or prejudice IPs that will be owned by employees of the RDIs under the IP Code and other existing laws,
ARTICLE III
RIGHTS AND RESPONSIBILITIES OF THE GOVERNMENT
FUNDING AGENCIES AND RESEARCE AND DEVELOPMENT
INSTITUTES OR INSTITUTIONS
SEC. 7. Rights and Responsibilities of a Government Funding Agency, Under this Act, the GFA shall:
(a) Protect government mterest in the IPs and IPRs generated from the R&D that it funded through suitable provisions in the research funding agreement, The GFA IS authorized to withhold from public disclosure, for a reasonable tiine, any ‘information relating to potential IPR of the RDI, to allow the RDI to pursue full protection of such IPR;
(b) Monitor efforts and effectiveness of the RDI m securing IP protection and pursuing IP commercialization, as well as’ provide alternative soiutions and assistance in case of shortfall in the RDI’s performance in protecting, utilizing and commercializing the IP;
(c) Ensure adequate freedom to use the IP for further research to expand the knowledge frontier and requirements for publication of information as appropriate in accordance with government policy or academic policy; or institutlOnal mandate of the RDI; and
(d) Allow sharing of revenues from IP commerciahzatlOn in if way tl)at is not onerous to com’mercialization: Provided, That when the GFA assumes commercialization of the IPs, it shall” subject to eXIsting laws requiring transparency and accountability, the Commission on Audit (eOA) Rules and Regulations ,and as required under Article IX; Section 20 of this Act, be allowed fo directly negotiate agreements for the commercialization of IPs: Provided, further” That it shall obtain a written recommendation from the Secretary of the Department of Science and Technology (DbST) and secllre a fairness opinion report from an iridependerit third party body composed of experts from the public, and private sectors as may be determined by the DOST.
The fairness opinion report, shall contain a statement expressing the opinion of the body as to -the fairness to the GFA of the proposed transaction, Particularly its financial terms. The report shall include, but llot be limited to, a review and analysis of the proposed transaction, fmartelal statements, industry information, economic ‘cortc;litions and assumptions used therein and a comparison of similar transactions: Provided, however, That it shall not be precluded from resorting to other modes of commercialization as allowed by all applicable laws.
SEC. 8. Rights and Responsibilities of the RDIs. – The following are the rights and responsibilities of the RDls that availed of research funds from GFAs:
In case of commercialization by public RDIs, it shall, subject to existing laws requiring transparency and accountability, the COA Rules and Regulations and as required under Article IX, Section 20 of this act, be allowed to directly negotiate agreements for the commercialization of IPs: Provided, That it shall obtain a written recommendation from, the Secretary of the DOST and secure a fairness opinion report from an independent third party body composed of experts from the public and private sectors as may be determined by the DOST.
The fairness opinion report shall contain a statement expressing the opinion of the body as to the fairness to the RDI of the proposed transaction, particularly its financial terms. The report shall include, but must not be limited to, the provisions in Section 7(d), Paragraph 2: Provided, however, That it shall not be precluded from resorting to other modes of commerctalization as allowed by all applicable laws.
The responsibility of the RDI to protect any potential IPRs shall also apply in the event that the RDl elects to recover ownership of the potential IPRs that have been vested in the GFA under Section 7 of this Act;
(b) Provide a means for addressing any shortfall of its performance in utilizing and commercializing the IP;
(c) Notify the GFA within a reasonable time of all IPR applications, licenses and assignments made. All applications for IP protection shall disclose’ any biodiversity and genetic, resource, traditional knowledge, and indigenous knowledge, systems and practices as these terms are defined in Republic Act No. 8371 or the Indigenous Peoples Rights Act and Republic Act No. 9.147 or The Wildlife Act;
(d) Report annually to the GFA on the progress of IP and/or IPR commercialization efforts and of all agreements entered and lieepses granted;
(e) Keep account of revenues and payments to the GFA if required in the research funding agreement;
(f) Ensure that they have access to the skills and management capability to effectively perform their responsibilities of owning, managing, and exploiting the IP or IPRs. Smaller RDIs that may need external advice are encouraged to pool and share resources;
(g) Accord their staff with incentives consistent with existing laws to sustain efforts in identifyirig valuable IP and in pursuing IP commercialization;
(h) Be authorized, within a reasonable time, to keep confidential from the public any document or information relating to potential IPRs that are not yet fully protected by law;
(i) Make a confidential disclosure to the GFA, within a reasonable time, of any potential jpRs with possibilities ‘for commercialization andlor technology transfer. In case of failure to disclose any such potential IPRs, Section 6 of this Act shall apply;
(j) Inform the GFA of any agreement pertaining to the research funded by the GFA and entered intc by the RDI with any other entity or person. Failure to comply with the duty to inform shall render the agreement invalid a,s against the GFA, but in no case shall it prejudice any right of the GFA as provided in this Act; and
(k) When necessary, create and establish spin-off companies to pursue commercialization subject to their respective mandates as allowed by law.
