RESEARCH AND DEVELOPMENT; FUNDED TECHNOLOGY. During the Construction Phase and thereafter during the Term, MBX will continue its research and development efforts, on its own and with Third Parties, provided that MBX shall pursuant to a written agreement with such Third Party own or obtain an option to exclusively license all Technology arising from such activity, aimed at improving the MBX Technology relating to the production of PHA Cell Paste, PHA Material and PHA Formulations, including without limitation, MBX's microbial strains, fermentation processes and recovery technology. The goal of these efforts is for MBX to develop a microbial strain and processes capable of producing PHA Material at a cost of approximately * at a manufacturing scale of * per year and to develop related Technology that will expand and enhance the commercial potential of the PHA Material for use in the Field. Beginning with the commencement of the Commercial Phase, MBX and ADM Sub shall each, from time to time, have the option of proposing to the Steering Committee certain studies or other research efforts in the Field. The Joint Sales Company shall have the option to fund such studies or research efforts in accordance with a work plan and budget to be prepared by the Party making such proposal. If the Steering Committee approves, and the Joint Sales Company commits to, and in fact does, fund such a study or research effort, any Technology developed, conceived or reduced to practice in the course of such study or research effort shall be deemed to be funded technology ("Funded Technology") and will automatically be subject to the licenses and rights granted herein as part of the Joint Alliance Technology without further action by either Party. Subject to the standards set forth in Section 3.1.3, the Steering Committee shall determine the party best able to perform the work outlined in an approved proposal, considering all relevant factors, including, for example, the availability of particular human or the resources, access to Technology, materials or know-how, or technical experience. If the Steering Committee determines that ADM Sub and MBX are both equally able to perform such work, then the Steering Committee shall request MBX to perform such * CONFIDENTIAL TREATMENT REQUESTED
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RESEARCH AND DEVELOPMENT; FUNDED TECHNOLOGY. During the Construction Phase and thereafter during the Term, MBX will continue its research and development efforts, on its own and with Third Parties, provided that MBX shall pursuant to a written agreement with such Third Party own or obtain an option to exclusively license all Technology arising from such activity, aimed at improving the MBX Technology relating to the production of PHA Cell Paste, PHA Material and PHA Formulations, including without limitation, MBX's microbial strains, fermentation processes and recovery technology. The goal of these efforts is for MBX to develop a microbial strain and processes capable of producing PHA Material at a cost of approximately * at a manufacturing scale of * per year and to develop related Technology that * CONFIDENTIAL TREATMENT REQUESTED will expand and enhance the commercial potential of the PHA Material for use in the Field. Beginning with the commencement of the Commercial Phase, MBX and ADM Sub shall each, from time to time, have the option of proposing to the Steering Committee certain studies or other research efforts in the Field. The Joint Sales Company shall have the option to fund such studies or research efforts in accordance with a work plan and budget to be prepared by the Party making such proposal. If the Steering Committee approves, and the Joint Sales Company commits to, and in fact does, fund such a study or research effort, any Technology developed, conceived or reduced to practice in the course of such study or research effort shall be deemed to be funded technology ("Funded Technology") and will automatically be subject to the licenses and rights granted herein as part of the Joint Alliance Technology without further action by either Party. Subject to the standards set forth in Section 3.1.3, the Steering Committee shall determine the party best able to perform the work outlined in an approved proposal, considering all relevant factors, including, for example, the availability of particular human or the resources, access to Technology, materials or know-how, or technical experience. If the Steering Committee determines that ADM Sub and MBX are both equally able to perform such work, then the Steering Committee shall request MBX to perform such * CONFIDENTIAL TREATMENT REQUESTEDwork. If the Steering Committee does not approve, or if the Joint Sales Company declines to, or in fact fails to, fund such a study or research effort, and the Party which proposes the study or research performs such study or research, any Technology developed, conceived or reduced to practice in the course of such study or research effort shall be deemed to be unfunded technology ("Unfunded Technology") and shall be solely owned by MBX or ADM Sub, as the case may be, and, anything herein to the contrary notwithstanding, shall not be subject to the rights and licenses granted herein, subject to the Parties subsequently agreeing to a license or similar agreement to the contrary. For the avoidance of doubt, the parties acknowledge that the research and development projects that may be subject to the proposals described above may be performed by Third Parties to be identified in such proposals, and in such cases the Steering Committee shall either accept or reject the proposal on behalf of the Joint Sales Company but shall have no right to require that a different Third Party or any of the Parties shall perform such research and development project.
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