Common use of Ownership of Project Results Clause in Contracts

Ownership of Project Results. RECIPIENT and its Collaborators, and (to the extent applicable) any third party participating in the research, development or commercialization of [***], shall with respect to INSTITUTE [***] Institute-Funded Technology and the Institute-Funded IPR, subject to the terms of the Contract. (B) In Part 1, Section D1.02, first sentence, delete “third Party” and replace with --Third Party--; after “or transfer or assignment is to occur,” insert -- under provisions of confidentiality and redacted for (a) [***] and (b) other confidential subject matter on a case-by-case basis with approval of the INSTITUTE. --; and in the second sentence, move “to” (after “writing”) to directly follow “(i)”; insert “to” directly after (ii); directly after (iii), delete “be responsible for and pay” and replace it with -- that --; and after “under Part 4 of this Attachment D,” insert -- will be paid by[***]. Amended Section D1.02 is shown below: Section D1.02 Transfer or Assignment of Rights to a Third Party. RECIPIENT shall notify the INSTITUTE of any proposed transfer or assignment of rights in any Project Results to a Third Party and provide to INSTITUTE a copy of the agreement under which the proposed transfer or assignment is to occur, under provisions of confidentiality and redacted for (a) [***] and (b) other confidential subject matter on a case-by-case basis with approval of the INSTITUTE. RECIPIENT shall ensure that, in any assignment or transfer of Project Results, the transferee or assignee agrees in writing: (i) to recognize that the Institute-Funded IPR and Institute-Funded Technology, as applicable, is transferred or assigned subject to the licenses, interests and other rights in such Project Results provided to the INSTITUTE in the Contract and any applicable law or regulation, (ii) to take all actions necessary to protect all such licenses, interests and other rights, and (iii) that all amounts required under Part 4 of this Attachment D will be paid [***]. Any attempted transfer or assignment of rights in any Project Results to a Third Party without written agreement to the conditions in (i) – (iii) above shall be null, void and of no effect. (C) In Part 1, Section D1.03, first sentence, after “RECIPIENT shall use commercially reasonable efforts,” insert -- including, as applicable, [***], --; and in the third sentence, after “Upon notice of the aforesaid, the INSTITUTE shall have the right, but not the obligation,” insert -- subject to IPR ownership rights of [***] and [***] in and to [***], --. Amended Section D1.03 is shown below: Section D1.03