(a) The Institute shall have the option, but not the
obligation, to pursue protection of the applicable Intellectual Property
Rights and/or to commercialize or otherwise bring to practical application
the applicable Project Results either directly or through one or more
licensees, in the event of the following:
(1) Upon receipt of Grant Recipient's notice of its
election to abandon, waive or disclaim any Intellectual Property Rights
or to cease its efforts to commercialize or otherwise bring to practical
application any particular Project Results; or
(2) Grant Recipient's failure to materially comply
with its obligations to protect the Intellectual Property Rights or
to use diligent and commercially reasonable efforts to commercialize
or otherwise bring to practical application the Project Results in
accordance with the Grant Recipient's commercial development plan(s),
and Grant Recipient fails to cure such non-compliance within a reasonable
period of time following written notice from the Institute specifically
describing the events of non-compliance.
(b) If the Institute elects to exercise its options
pursuant to this section, it shall notify the Grant Recipient in writing
of such election. Upon receipt of notification, the Grant Recipient
shall:
(1) Fully cooperate with the Institute's efforts to
protect, commercialize or otherwise bring to practical application
the applicable Project Results at the Institute's cost, including
but not limited to the transfer to the Institute or the Institute's
designee of the Grant Recipient's rights, title and interest in and
to the applicable Project Results, to the maximum extent allowed by
law;
(2) Not take any action that would materially impede
the Institute's ability to protect, commercialize or otherwise bring
to practical application the applicable Project Results.
(c) If the Institute exercises its option under this
section, the Grant Recipient shall have no further claim to or interest
in to the applicable Project Results and shall not be entitled to
any share of the revenue or other compensation with respect to such
Project Results, except to the minimum extent required by law, if
any.
(d) The Institute's exercise of rights pursuant to
this section is subject to any applicable rights of the United States
government.
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