RESEARCH AGREEMENT

　　8.publications

　　the foundation project director and/or foundation’s project staff shall have the right to publish the results of any research conducted under this research agreement.?

　　9.inventions and licenses

　　a)?foundation shall hold title to all inventions (including know how) which are discovered during the conduct of work under this research agreement utilizing foundation or state university of new york facilities.?said inventions are hereinafter referred to as “foundation inventions.”

　　b)?no license or other rights in foundation inventions are given to or received by sponsor except as specifically provided for herein.

　　c)?foundation hereby grants to sponsor a ___ day option to acquire an exclusive license to foundation inventions. the ___ day period of the option shall commence on the date of disclosure of foundation inventions to sponsor by foundation.?should sponsor exercise its option under this paragraph, the parties shall negotiate a mutually acceptable license agreement.

　　d)?sponsor agrees to reimburse foundation for all direct costs of patenting new technology developed under this research agreement if sponsor acquires rights in said technology.

　　e)?if both sponsor facilities and foundation and/or state university of new york facilities are used in carrying out work which leads to an invention under this research agreement, the sponsor and foundation shall hold joint title to said invention.?sponsor shall be entitled to exercise the option and licensing rights set forth above with respect to foundation’s interest in said joint inventions.

　　f)?inventions made using sponsor facilities exclusively shall belong to sponsor.?

　　10.assignment

　　a)?neither party may assign or otherwise transfer this research agreement and the rights acquired hereunder without the written consent of the other party; this consent shall not be unreasonably withheld.?however, sponsor may assign or transfer its interest in this research agreement as long as such assignment or transfer is accompanied by a sale or other transfer of sponsor’s entire business or other business to which this research agreement relates. a party desiring to assign or transfer this research agreement shall give the other party thirty (30) days prior notice of such assignment or transfer.?if no reasonable objections are raised, then the assignment or transfer shall be deemed to have been approved.?however, an assignment or transfer shall not be deemed to be approved unless the party to which this agreement is assigned agrees in writing to be bound by the terms and conditions of this research agreement.