Restrictions on Sale or Transfer to Foreign Firms or Institutions. In order to promote the national security interests of the United States and to effectuate the policies that underlie the export and ITAR regulations, the procedures stated below shall apply to any transfer of Technology under this Agreement. For purposes of this paragraph, a transfer includes a sale of the company, and sales or licensing of Technology. Transfers do not include: • sales of products or components, or • licenses of software or documentation related to sales of products or components, or • transfer to foreign subsidiaries of the Recipient for purposes related to this Agreement, or • transfer which provides access to Technology to a Foreign Firm or Institution which is an approved source of supply or source for the performance of work under this Agreement provided that such transfer shall be limited to that necessary to allow the firm or institution to perform its approved role under this Agreement. The Recipient shall provide timely notice to the NIH OTPO and OTAO of any proposed transfers from the Recipient of Technology developed under this Agreement to Foreign Firms or Institutions. If NIH determines that the transfer may have adverse consequences to the national security interests of the United States, the Recipient, its vendors, and NIH shall jointly endeavor to find alternatives to the proposed transfer which obviate or mitigate potential adverse consequences of the transfer, but which provide substantially equivalent benefits to the Recipient. In any event, the Recipient shall provide written notice to the NIH OTAO and OTPO of any proposed transfer to a Foreign Firm or Institution at least sixty (60) calendar days prior to the proposed date of transfer. Such notice shall cite this Article and shall state specifically what is to be transferred and the general terms of the transfer. Within thirty (30) calendar days of receipt of the Recipient’s written notification, the NIH OTAO shall advise the Recipient whether it
Restrictions on Sale or Transfer to Foreign Firms or Institutions. In order to promote the national security interests of the United States and to effectuate the policies that underlie the export and ITAR regulations, the procedures stated in subparagraphs B.2, B.3, and B.4 below shall apply to any transfer of Technology under this Agreement. For purposes of this paragraph, a transfer includes a sale of the company, and sales or licensing of Technology. Transfers do not include: • sales of products or components, or • licenses of software or documentation related to sales of products or components, or • transfer to foreign subsidiaries of the Recipient for purposes related to this Agreement, or • transfer which provides access to Technology to a Foreign Firm or Institution which is an approved source of supply or source for the performance of work under this Agreement provided that such transfer shall be limited to that necessary to allow the firm or institution to perform its approved role under this Agreement. The Recipient shall provide timely notice to the NIH OTPO and OTAO of any proposed transfers from the Recipient of Technology developed under this Agreement to Foreign Firms or Institutions. If NIH determines that the transfer may have adverse consequences to the national security interests of the United States, the Recipient, its vendors, and NIH shall jointly endeavor to find alternatives to the proposed transfer which obviate or mitigate potential adverse consequences of the transfer, but which provide substantially equivalent benefits to the Recipient.
