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<br /> C. Sub-recipient's Intellectual Property: All patented inventions and improvements(or in the process of
<br /> being patented)shall be considered Sub-recipient's Intellectual Property,including,but not limited to,
<br /> the right to file for patent registration. The Sub-recipient shall be responsible for any and all
<br /> disclosures required to the U.S. Government. If the Sub-recipient intends to, or does,abandon its
<br /> rights to any of Sub-recipient's Intellectual Property, Sub-recipient shall notify the Foundation of the
<br /> same and assign to the Foundation those rights upon timely request. Sub-recipient shall not withhold
<br /> any findings based on Sub-recipient Intellectual Property,patentable or otherwise,from works and
<br /> reports,as defined in the Foundation's"Proposal Guidelines,"and in Exhibit A. The Sub-recipient
<br /> shall have the burden of demonstrating the existence of confidential information and/or trade secrets
<br /> should it designate information as such by legend.If the Sub-recipient is using an existing patent or
<br /> pre-existing patented material owned by another party,the Sub-recipient must have mentioned the
<br /> same in Sub-recipient's Project Proposal as attached as Exhibit A and must obtain written permission
<br /> to use the patent on this Project. Copies of any permission or licenses granted shall be provided to the
<br /> Foundation upon execution. All permission must be provided to the Foundation prior to completion
<br /> of any Draft of the Final Report. The Sub-recipient hereby grants the Foundation,its subscribers,and
<br /> Co-funders a nonterminable,world-wide,nonexclusive license to utilize such Intellectual Property for
<br /> non-profit research and Educational Purposes as well as for all Co-funders' internal business purposes
<br /> in order to improve their business,plant(s),operating procedures,equipment,software,processes, or
<br /> otherwise,without royalty, and without the requirement of an accounting to Sub-recipient for any
<br /> such use. Should Sub-recipient wish seek patent protection for any such Intellectual Property,neither
<br /> the Foundation nor its subscribers shall beheld responsible in any manner for Sub-recipient's failure
<br /> to timely protect its patent rights or the patentability of any Intellectual Property.
<br /> D. Jointly Owned Intellectual Property: For the purpose of allowing Foundation,Co-funders, and the
<br /> Sub-recipient to make full use of all Intellectual Property developed during the course of this Project
<br /> that is not defined above as owned by either party solely; certain Intellectual Property shall be
<br /> considered Jointly Owned Intellectual Property.
<br /> 1. Jointly Owned Intellectual Property is defined as(a)all Intellectual Property developed during the
<br /> term of,and pursuant to,this PFA which is not defined above as Foundation Intellectual Property,
<br /> Sub-recipient's Intellectual Property,or as U.S.Government Intellectual Property,if applicable,
<br /> (b)all scientific information and data reported such as innovations,creations,processes,designs,
<br /> • methods,formulas,plans,technical data,and specifications;and(c)the Project Proposal,
<br /> excluding the statement of qualification and resumes.
<br /> 2. The Sub-recipient hereby assigns to the Foundation and Co-funders an undivided equal share to
<br /> such Jointly Owned Intellectual Property,including the right to apply for copyright registration
<br /> with the U.S.Copyright Office or similar official repositories throughout the world. The
<br /> Foundation,Co-funders, and the Sub-recipient may each utilize such property,without royalty to
<br /> the other,for any and all purposes throughout the world without any requirement of an accounting.
<br /> Further,the Sub-recipient and Co-funders hereby grants to the Foundation's subscribers a
<br /> nontransferable,nonterminable,and nonexclusive license,without royalty, and without any
<br /> requirement for an accounting,to utilize Jointly Owned Intellectual Property throughout the
<br /> world. The Sub-recipient shall execute whatever documents are required in order to comply with
<br /> this Section MID. (and subsections),including,but not limited to,assignments as necessary for
<br /> any world-wide copyright protection(See Exhibit E).
<br /> FINAL 09012011 13 Joint Multi Funded PFA
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