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materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It
<br />includes preliminary and final products and any materials and information developed for the purposes of
<br />producing those final products, "Works" does not include articles submitted to peer review or reference
<br />journals or independent research projecns.
<br />(3),In the performance of this subgrant agreement, Subgrantee may exercise and utilize certain of its
<br />Intellectual Property in existence prior to the effective date of this subgrant agreement. In addition,
<br />under this subgrant agreement, Subgrantele my access and utilize certain of -pass- through" entity�s
<br />Intellectual property in existence prior to the effective date of this subgrant agreement. Except as
<br />otherwise set forth herein, Subgrantee shall not use any of "pass- through^ entity's Intellectual Property
<br />now existing or hereafter existing for any purposes without the prior written permission of -pass -
<br />through" entity. Except as otherwise set forth herein, neither the Subgrantee nor -pass- through" entity
<br />shall give any ownership interest in or rights to its Intellectual Property to the other Party. If,
<br />during the term of this subgrant agreement, Subgrantee accesses any third -party Intellectual Property
<br />that is licensed to -pass- through" entity, Subgrantee agrees to abide by all license and confidentiality
<br />restrictions applicable to "pass- through" entity in the third - party's license agreement.
<br />(4).SUbgrantee agrees to cooperate with "pass- through" entity in establishing or maintaining "pass -
<br />through" entity's exclusive rights in the Intellectual Property, and in assuring -pass- through" entity's
<br />sole rights against third parties with respect to the Intellectual Property. If the Subgrantee eaters
<br />into any agreements or subcontracts with other parties in order to perform this subgrant agreement,
<br />Subgrantee shall require the terms of the agreement(s) to include all Intellectual Property provisions of
<br />paragraph nineteen a) through nineteen i), Such terms must include, but are not limited to, the
<br />subcontractor assigning and agreeing to assign to -pass- through^ entity all rights, title and interest in
<br />Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor,
<br />suhgrantee or -paea- through" entity and which result directly or indirectly from this subgrant agreement
<br />or any subcontract.
<br />(5). Pursuant to paragraph nineteen (b) (4) of the Intellectual Property Previsions in Exhibit ES to this
<br />subgrant agreement, the requirement for the Subgrantee to include all Intellectual Property Provisions of
<br />paragraph nineteen a) through nineteen i) of the Intellectual Property Provisions in all agreements and
<br />subcontracts it enters into with other parties does not apply to subgrant agreements or subcontracts that
<br />are for customized and on -the -job training as authorized under 20 CPR 663.700 -730.
<br />(6).SUbgrantee further agrees to assist and cooperate with "pass- through" entity in all reasonable
<br />respects, and execute all documents and, subject to reasonable availability, give testimony and take all
<br />further acts reasonably necessary to acquire, transfer, maintain, and enforce -pass-through" entity's
<br />Intellectual Property rights and interests.
<br />C). Retained Rights / License Rights
<br />(1). Except for Intellectual Proper- passProper -pees- through' entity ty made, conceived, derived from, or
<br />reduced to practice by Subgrantee or -pass- through^ entity and which result directly or indirectly from
<br />this eubgrant agreement, Subgrantee shall retain title to all of its Intellectual Property to the extent
<br />such Intellectual Property is in existence prior to the effective date of this subgrant agreement.
<br />Subgrantee hereby grants to "paea - through- entity, without additional compensation, a permanent, non-
<br />exclusive, royalty free, paid -up, worldwide, irrevocable, perpetual, non - terminable license to use,
<br />reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately
<br />display / perfora, distribute, and dispose of Subgrantee's Intellectual Property with the right to
<br />sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the
<br />Intellectual Property resulting from this subgrant, unless Subgrantee assigns all rights, title and
<br />interest in the Intellectual Property as set forth herein.
<br />(2) . Nothing in this provision shall restrict, limit, or Otherwise prevent Subgrantee from using any
<br />ideas, concepts, know -how, methodology or techniques related to its performance under this subgrant
<br />agreement, provided that Subgrantee'e user
<br />does not infringe the patent, copyright, trademark rights, license or ether Intellectual Property rights
<br />of -paea- through- entity or third party, or result in a breach or default of any provisions of paragraph
<br />nineteen a) through nineteen i) or result in a breach of any provisions of law relating to
<br />confidentiality.
<br />d). Copyright
<br />(1) Subgrantea agrees that for purposes of copyright law, all worka (as defined in Ownership, paragraph
<br />nineteen (b) (2) (a) of authorship made by or on behalf of Subgrantee in connection with Subgrantee -s
<br />performance of this subgrant agreement Shall be deemed ^works made for hire.- Subgrantee further agrees
<br />that the work of each person utilized by Subgrantee in connection with the performance of this subgrant
<br />agreement will be a -work made for hire," whether that person is an employee of Subgrantee or that person
<br />has entered into an agreement with Subgrantee to perform the work. Subgrantee shall enter into a written
<br />agreement with any such person that: (i) all work performed for Subgrantee shall be deemed a "work made
<br />for hire^ under the Copyright Act and (ii) that person shall assign all right, title, and interest to
<br />-pass- through- entity to any work product made, conceived, derived from or reduced to practice by
<br />Subgrantee or -pass- through- entity and which result directly or indirectly from this subgrant agreement.
<br />Refer to Uniform Guidance 2 CFR Part 200 and NOL Exceptions 2 CPR Part 2900.
<br />(2) All materials, including, but not limited to, computer software, visual works or text, reproduced or
<br />distributed pursuant to this subgrant agreement that include Intellectual Property made, conceived,
<br />derived from, or reduced to practice by Subgrantee or "pass- through" entity and which result directly or
<br />indirectly from this eubgrant agreement may not be reproduced or disseminated without prior written
<br />permission from "pass- through- entity..
<br />e). Patent Rights
<br />With respect to inventions (refer to Uniform Guidance 2 CPR Part 200 and OOL Exceptions 2 CFR Part 2900,
<br />made by Subgrantee in the performance of this subgrant agreement, which did not result from research and
<br />development specifically included in the subgrantla scope of work, Subgrantee hereby grants to "pass -
<br />through- entity a license as described under paragraph nineteen c) for devices or material incorporating,
<br />or made through the use of such inventions. If Such inventions result from research and development Work
<br />specifically included within the eubgrant agreement's scope of work, then Subgrantee agrees to assign to
<br />"pass- through" entity, without addition compensation., all its right, title and interest in and to such
<br />inventions and to assist - page - through- entity in securing United States and foreign patents with respect
<br />thereto.
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