definiens: shall mean an invention having been made solely or jointly by a FOUNDER while the FOUNDER was employed by DUKE subs equent to the EFFECTIVE DATE and during the term of this AGREEMENT in the field of a utoimmune diseases or disorders, infectious diseases or cancer in humans or animals and useful for : ( i ) active and/or adoptive immunological intervention intended for therapy or prevention ; ( i i ) monitoring of immunological parameters for diagnosis, therapy or the development of candidate interventions ; or ( iii ) discovery of new antigens f or diagnosis, monitoring or therapy ; provided, however, that such an invention shall not be an OPTIONED INVENTION if DUKE is legally unable to grant MERIX an option for an exclusive license ( or if an exclusive license is not legally possible, a non - ex clusive license ) to such invention under the terms of sponsored research, clinical research, material tra nsfer, confidentiality or other agreements with thi rd parties ; and provided furthermore that any inventio n related to stem cells shall not be an OPTIONED INVENTION . Nothing in the foregoing definition of O PTIONED INVENTION shall be construed as limiting the right of FOUNDE RS or DUKE to enter into sponsored research, clinic al research, material transfer, confidentiality, or other agreements gran ting intellectual property rights to any other part y, not for profit or for profit, provided that such agreem ents do not conflict with the exclusive license to PATENT RIGHTS and KNOW -HOW granted in Article 2 herein