Common use of RIGHTS IN SUBJECT INVENTIONS Clause in Contracts

RIGHTS IN SUBJECT INVENTIONS. Wherein DOE has granted the Participant and the Contractor the right to elect to retain title to their respective Subject Inventions, and wherein the Participant has the option to choose an exclusive license, for reasonable compensation, for a pre-negotiated field of use to the Contractor’s Subject Inventions, Each Party shall have the first option to elect to retain title to any of its Subject Inventions and that election shall be made: for the Participant, within 12 months of disclosure of the Subject Invention to DOE or for the Contractor, within the time period specified in its prime contract for electing to retain title to Subject Inventions. However, such election shall occur not later than 60 days prior to the time when any statutory bar might foreclose filing of a U.S. Patent application. The electing Party has one year to file a patent application after such election unless any statutory bar exists. If a Party elects not to retain title to any of its Subject Inventions or fails to timely file a patent application, the other Party shall have the second option to elect to obtain such title. The other Party shall have the second option to elect to obtain title to such Subject Invention within one year of notification and file a patent application within one year after such election and no less than 30 days prior to a statutory bar, if any. For Subject Inventions that are joint Subject Inventions of the Contractor and the Participant, title to such Subject Inventions shall be jointly owned by the Contractor and the Participant. The Parties agree to assign to DOE, as requested by DOE, the entire right, title and interest in any country to each Subject Invention where the Parties do not elect pursuant to this article to retain/obtain such rights, or elect to retain/obtain title to a Subject Invention but fail to have a patent application filed in that country on the Subject Invention or decide not to continue prosecution or not to pay any maintenance fees covering the Subject Invention. If DOE is granted a patent on Participant’s Subject Invention, the Participant may request a non-exclusive license and DOE will determine whether to grant such license pursuant to statutory authority. The Parties acknowledge that the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have practiced for or on behalf of the United States every Subject Invention under this CRADA throughout the world. The Parties agree to execute a Confirmatory License to affirm the Government’s retained license. The Parties agree to disclose to each other each Subject Invention which may be patentable or otherwise protectable under U.S. patent law. The Parties agree that the Contractor and the Participant will disclose their respective Subject Inventions to DOE and each other within two (2) months after the inventor first discloses the Subject Invention in writing to the person(s) responsible for patent matters of the disclosing Party. These disclosures should be in sufficiently complete technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, and operation of the Subject Invention. The disclosure shall also identify any known actual or potential statutory bars, e.g., printed publications describing the Subject Invention or the public use or “on sale” of the Subject Invention. The Parties further agree to disclose to each other any subsequently known actual or potential statutory bar that occurs for a Subject Invention disclosed but for which a patent application has not been filed. All Subject Invention disclosures shall be marked as confidential under 35 U.S.C. 205. The Parties agree to include within the beginning of the specification of any U.S. patent applications and any patent issuing thereon (including non-U.S. patents) covering a Subject Invention, the following statement: “This invention was made under a CRADA (identify CRADA number) between (name the Participant) and (name the laboratory) operated for the United States Department of Energy. The Government has certain rights in this invention.” The Parties acknowledge that DOE has certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C). The Participant agrees to submit, for a period of five (5) years from the date of termination or completion of this CRADA and upon the request of DOE, a nonproprietary report no more frequently than annually on efforts to utilize any Intellectual Property arising under the CRADA including information regarding compliance with the U.S. Competitiveness provision of this CRADA. For a period of 6 months after a Contractor Subject Invention is disclosed to the Participant, the Participant shall have the opportunity, pursuant to 15 U.S.C. 3710a, to obtain a license to Contractor’s Subject Inventions. In particular, the Participant shall have the option to obtain, up to and including, an exclusive license to Contractor’s Subject Inventions within a defined field of use on agreed-upon reasonable terms and conditions, including the payment of negotiated license fees and royalties. Each Party may use the other Party’s Background Intellectual Property identified in Annex B of this CRADA solely in performance of research under the Statement of Work. This CRADA does not grant to either Party any option, grant, or license to commercialize, or otherwise use the other Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of the separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Background Intellectual Property may exist that is not identified. Neither Party shall be liable to the other Party because of failure to list Background Intellectual Property.

RIGHTS IN SUBJECT INVENTIONS. Wherein DOE has granted the Participant Participants and the Contractor Contractors the right to elect to retain title to their respective Subject Inventions, and wherein the Participant has the option to choose an exclusive license, for reasonable compensation, for a pre-negotiated field of use to the Contractor’s Subject Inventions, . Each Party shall have the first option to elect to retain title to any of its Subject Inventions and that election shall be made: for the each Participant, within 12 months of disclosure of the Subject Invention to DOE or for the ContractorContractors, within the time period specified in its their respective prime contract contracts for electing to retain title to Subject Inventions. However, such election shall occur not later than 60 days prior to the time when any statutory bar might foreclose filing of a U.S. Patent application. The electing Party has one year to file a patent application after such election unless any statutory bar exists. If a Party elects not to retain title to any of its Subject Inventions or fails to timely file a patent application, the other Party Parties shall have the second option to elect to obtain such title, either by each electing Party having an equal undivided interest or by other arrangement agreed to by all the electing Parties. The other Party electing Parties shall have the second option to elect to obtain title to such Subject Invention within one year of notification and file a patent application within one year after such election and election, or no less than 30 days prior to a statutory bar, if any. For Subject Inventions that are joint Subject Inventions of the Contractor and the Participantjointly made, title to such Subject Inventions shall be jointly owned by the Contractor and the Participantinventing Parties. The Parties agree to assign to DOE, as requested by DOE, the entire right, title and interest in any country to each Subject Invention where the Parties do not elect pursuant to this article to retain/obtain such rights, or elect to retain/obtain title to a Subject Invention but fail to have a patent application filed in that country on the Subject Invention or decide not to continue prosecution or not to pay any maintenance fees covering the Subject Invention. If DOE is granted a patent on a Participant’s Subject Invention, the that Participant may request a non-exclusive license and DOE will determine whether to grant such license pursuant to statutory authority. The Parties acknowledge that the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have practiced for or on behalf of the United States every Subject Invention under this CRADA throughout the world. The Parties agree to execute a Confirmatory License to affirm the Government’s retained license. The Parties agree to disclose to each other one another each Subject Invention which may be patentable or otherwise protectable under U.S. patent law. The Parties agree that the Contractor Contractors and the Participant Participants will disclose their respective Subject Inventions to DOE and each other one another within two (2) months after the inventor first discloses the Subject Invention in writing to the person(s) responsible for patent matters of the disclosing Party. These disclosures should be in sufficiently complete technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, and operation of the Subject Invention. The disclosure shall also identify any known actual or potential statutory bars, e.g., printed publications describing the Subject Invention or the public use or “on sale” of the Subject Invention. The Parties further agree to disclose to each other one another any subsequently known actual or potential statutory bar that occurs for a Subject Invention disclosed but for which a patent application has not been filed. All Subject Invention disclosures shall be marked as confidential under 35 U.S.C. 205. The Parties agree to include within the beginning of the specification of any U.S. patent applications and any patent issuing thereon (including non-U.S. patents) covering a Subject Invention, the following statement: “This invention was made under a CRADA (identify CRADA number) between among (name the ParticipantParticipants) and (name the laboratory/laboratories) operated for the United States Department of Energy. The Government has certain rights in this invention.” The Parties acknowledge that DOE has certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C). The Participant Participants agrees to submit, for a period of five (5) years from the date of termination or completion of this CRADA and upon the request of DOE, a nonproprietary report no more frequently than annually on efforts to utilize any Intellectual Property arising under the CRADA including information regarding compliance with the U.S. Competitiveness provision of this CRADA. For a period of 6 months after each Subject Invention of a Contractor Subject Invention is disclosed to the ParticipantParticipants, the each Participant shall have the opportunity, pursuant to 15 U.S.C. 3710a, to obtain a license to Contractor’s that Subject InventionsInvention. In particular, the each Participant shall have the option to obtain, up to and including, an exclusive license (if only one Participant elects the option) or a co-exclusive license (if more than one Participant elects the option) to Contractor’s that Subject Inventions Invention within a defined field of use on agreed-upon reasonable terms and conditions, including the payment of negotiated license fees and royalties. Each Party may use the other another Party’s Background Intellectual Property identified in Annex B of this CRADA solely in performance of research under the Statement of Work. This CRADA does not grant to either any Party any option, grant, or license to commercialize, or otherwise use the other another Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of the separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Background Intellectual Property may exist that is not identified. Neither No Party shall be liable to the other another Party because of failure to list Background Intellectual Property.

RIGHTS IN SUBJECT INVENTIONS. Wherein DOE has granted the Participant and the Contractor Contractors the right to elect to retain title to their respective Subject Inventions, and wherein the Participant has the option to choose an exclusive license, for reasonable compensation, for a pre-negotiated field of use to the Contractor’s Contractors’ Subject Inventions, Each Party shall have the first option to elect to retain title to any of its Subject Inventions and that election shall be made: for the Participant, within 12 months of disclosure of the Subject Invention to DOE or for the ContractorContractors, within the time period specified in its their prime contract contracts for electing to retain title to Subject Inventions. However, such election shall occur not later than 60 days prior to the time when any statutory bar might foreclose filing of a U.S. Patent application. The electing Party has one year to file a patent application after such election unless any statutory bar exists. If a Party elects not to retain title to any of its Subject Inventions or fails to timely file a patent application, the other Party Parties shall have the second option to elect to obtain such title, either by each electing Party having an equal undivided interest or by other arrangement agreed to by all the electing Parties. The other Party electing Parties shall have the second option to elect to obtain title to such Subject Invention within one year of notification and file a patent application within one year after such election and election, or no less than 30 days prior to a statutory bar, if any. For Subject Inventions that are joint Subject Inventions of the Contractor Contractor(s) and the Participant, title to such Subject Inventions shall be jointly owned by the Contractor and the Participantinventing Parties. The Parties agree to assign to DOE, as requested by DOE, the entire right, title and interest in any country to each Subject Invention where the Parties do not elect pursuant to this article to retain/obtain such rights, or elect to retain/obtain title to a Subject Invention but fail to have a patent application filed in that country on the Subject Invention or decide not to continue prosecution or not to pay any maintenance fees covering the Subject Invention. If DOE is granted a patent on Participant’s Subject Invention, the Participant may request a non-exclusive license and DOE will determine whether to grant such license pursuant to statutory authority. The Parties acknowledge that the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have practiced for or on behalf of the United States every Subject Invention under this CRADA throughout the world. The Parties agree to execute a Confirmatory License to affirm the Government’s retained license. The Parties agree to disclose to each other one another each Subject Invention which may be patentable or otherwise protectable under U.S. patent law. The Parties agree that the Contractor Contractors and the Participant will disclose their respective Subject Inventions to DOE and each other one another within two (2) months after the inventor first discloses the Subject Invention in writing to the person(s) responsible for patent matters of the disclosing Party. These disclosures should be in sufficiently complete technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, and operation of the Subject Invention. The disclosure shall also identify any known actual or potential statutory bars, e.g., printed publications describing the Subject Invention or the public use or “on sale” of the Subject Invention. The Parties further agree to disclose to each other one another any subsequently known actual or potential statutory bar that occurs for a Subject Invention disclosed but for which a patent application has not been filed. All Subject Invention disclosures shall be marked as confidential under 35 U.S.C. 205. The Parties agree to include within the beginning of the specification of any U.S. patent applications and any patent issuing thereon (including non-U.S. patents) covering a Subject Invention, the following statement: “This invention was made under a CRADA (identify CRADA number) between (name the Participant) and (name the laboratorylaboratories) operated for the United States Department of Energy. The Government has certain rights in this invention.” The Parties acknowledge that DOE has certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C). The Participant agrees to submit, for a period of five (5) years from the date of termination or completion of this CRADA and upon the request of DOE, a nonproprietary report no more frequently than annually on efforts to utilize any Intellectual Property arising under the CRADA including information regarding compliance with the U.S. Competitiveness provision of this CRADA. For a period of 6 months after a each Contractor Subject Invention is disclosed to the Participant, the Participant shall have the opportunity, pursuant to 15 U.S.C. 3710a, to obtain a license to Contractor’s that Subject InventionsInvention. In particular, the Participant shall have the option to obtain, up to and including, an exclusive license to Contractor’s the Subject Inventions Invention within a defined field of use on agreed-upon reasonable terms and conditions, including the payment of negotiated license fees and royalties. Each Party may use the other another Party’s Background Intellectual Property identified in Annex B of this CRADA solely in performance of research under the Statement of Work. This CRADA does not grant to either any Party any option, grant, or license to commercialize, or otherwise use the other another Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of the separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Background Intellectual Property may exist that is not identified. Neither No Party shall be liable to the other another Party because of failure to list Background Intellectual Property.

RIGHTS IN SUBJECT INVENTIONS. Wherein DOE has granted the Participant and the Contractor Contractors the right to elect to retain title to their respective Subject Inventions, and wherein the Participant has the option to choose an exclusive license, for reasonable compensation, for a pre-negotiated field of use to the Contractor’s Contractors’ Subject Inventions, Each Party shall have the first option to elect to retain title to any of its Subject Inventions and that election shall be made: for the Participant, within 12 months of disclosure of the Subject Invention to DOE DOE, or for the ContractorContractors, within the time period specified in its their prime contract contracts for electing to retain title to Subject Inventions. for NETL, within 12 months of disclosure of the Subject Invention to the other Parties. However, such election shall occur not no later than 60 days prior to the time when any statutory bar might foreclose filing of a U.S. Patent application. The electing Party has one year to file a patent application after such election unless any statutory bar exists. If a Party elects not to retain title to any of its Subject Inventions or fails to timely file a patent application, the other Party Parties shall have the second option to elect to obtain such title, either by each electing Party having an equal undivided interest or by other arrangement agreed to by all the electing Parties. The other Party electing Parties shall have the second option to elect to obtain title to such Subject Invention within one year of notification and file a patent application within one year after such election and election, or no less than 30 days prior to a statutory bar, if any. For Subject Inventions that are joint Subject Inventions of the Contractor Contractor(s) and the Participant, title to such Subject Inventions shall be jointly owned by the Contractor and the Participantinventing Parties. The Parties agree to assign to DOE, as requested by DOE, the entire right, title and interest in any country to each Subject Invention where the Parties do not elect pursuant to this article to retain/obtain such rights, or elect to retain/obtain title to a Subject Invention but fail to have a patent application filed in that country on the Subject Invention or decide not to continue prosecution or not to pay any maintenance fees covering the Subject Invention. If DOE is granted a patent on Participant’s Subject Invention, the Participant may request a non-exclusive license and DOE will determine whether to grant such license pursuant to statutory authority. The Parties acknowledge that the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have practiced for or on behalf of the United States every Subject Invention under this CRADA throughout the world. The Parties agree to execute a Confirmatory License to affirm the Government’s retained license. The Parties agree to disclose to each other one another each Subject Invention which that may be patentable or otherwise protectable under U.S. patent law. The Parties agree that the Contractor Contractors and the Participant will disclose their respective Subject Inventions to DOE and each other one another within two (2) months after the inventor first discloses the Subject Invention in writing to the person(s) responsible for patent matters of the disclosing Party. These disclosures should be in sufficiently complete technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, and operation of the Subject Invention. The disclosure shall also identify any known actual or potential statutory bars, e.g., printed publications describing the Subject Invention or the public use or “on sale” of the Subject Invention. The Parties further agree to disclose to each other one another any subsequently known actual or potential statutory bar that occurs for a Subject Invention disclosed but for which a patent application has not been filed. All Subject Invention disclosures shall be marked as confidential under 35 U.S.C. 205. The Parties agree to include within the beginning of the specification of any U.S. patent applications and any patent issuing thereon (including non-U.S. patents) covering a Subject Invention, the following statement: “This invention was made under a CRADA (identify CRADA number) between (name the Participant) and (name the laboratorylaboratories) operated for the United States Department of Energy. The Government has certain rights in this invention.” The Parties acknowledge that DOE has certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C). The Participant agrees to submit, for a period of five (5) years from the date of termination or completion of this CRADA and upon the request of DOE, a nonproprietary report no more frequently than annually on efforts to utilize any Intellectual Property arising under the CRADA including information regarding compliance with the U.S. Competitiveness provision of this CRADA. For a period of 6 months after a each Contractor Subject Invention is disclosed to the Participant, the Participant shall have the opportunity, pursuant to 15 U.S.C. 3710a, to obtain a license to that Contractor’s Subject InventionsInvention. In particular, the Participant shall have the option to obtain, up to and including, obtain an exclusive license to the Contractor’s Subject Inventions Invention within a defined field of use on agreed-upon reasonable terms and conditions, including the payment of negotiated license fees and royaltiesroyalties (“Exclusive License Option”). At Participant’s complete discretion, instead of the 6-month Exclusive License Option, Participant may choose an 18-month option to obtain a non-exclusive license to the Contractor’s Subject Invention in all fields of use on agreed-upon reasonable terms and conditions, including the payment of negotiated licensing fees and/or royalties (“Extended Non-Exclusive Option”). The Extended Non-Exclusive Option period shall begin when the Contractor Subject Invention is disclosed to the Participant. Within forty-five days after the Contractor Subject Invention is disclosed to the Participant, Participant shall notify the Contractor that owns the Subject Invention whether it elects the Exclusive License Option or the Extended Non-Exclusive Option. In the case of a jointly-owned Subject Invention, the Participant shall notify each owning Contractor. Each Party may use the other another Party’s Background Intellectual Property identified in Annex B of this CRADA solely in performance of research under the Statement of Work. This CRADA does not grant to either any Party any option, grant, or license to commercialize, or otherwise use the other another Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of the a separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Background Intellectual Property may exist that is not identified. Neither No Party shall be liable to the other another Party because of failure to list Background Intellectual Property.

RIGHTS IN SUBJECT INVENTIONS. Wherein DOE has granted the Participant and the Contractor Contractors the right to elect to retain title to their respective Subject Inventions, and wherein the Participant has the option to choose an exclusive license, for reasonable compensation, for a pre-negotiated field of use to the Contractor’s Contractors’ Subject Inventions, Each Party shall have the first option to elect to retain title to any of its Subject Inventions and that election shall be made: for the Participant, within 12 months of disclosure of the Subject Invention to DOE or for the ContractorContractors, within the time period specified in its their respective prime contract contracts for electing to retain title to Subject Inventions. However, such election shall occur not later than 60 days prior to the time when any statutory bar might foreclose filing of a U.S. Patent application. The electing Party has one year to file a patent application after such election unless any statutory bar exists. If a Party elects not to retain title to any of its Subject Inventions or fails to timely file a patent application, the other Party Parties shall have the second option to elect to obtain such title, either by each electing Party having an equal undivided interest or by other arrangement agreed to by all the electing Parties. The other Party electing Parties shall have the second option to elect to obtain title to such Subject Invention within one year of notification and file a patent application within one year after such election and election, or no less than 30 days prior to a statutory bar, if any. For Subject Inventions that are joint Subject Inventions of the Contractor Contractor(s) and the Participant, title to such Subject Inventions shall be jointly owned by the Contractor and the Participantinventing Parties. The Parties agree to assign to DOE, as requested by DOE, the entire right, title and interest in any country to each Subject Invention where the Parties do not elect pursuant to this article to retain/obtain such rights, or elect to retain/obtain title to a Subject Invention but fail to have a patent application filed in that country on the Subject Invention or decide not to continue prosecution or not to pay any maintenance fees covering the Subject Invention. If DOE is granted a patent on Participant’s Subject Invention, the Participant may request a non-exclusive license and DOE will determine whether to grant such license pursuant to statutory authority. The Parties acknowledge that the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have practiced for or on behalf of the United States every Subject Invention under this CRADA throughout the world. The Parties agree to execute a Confirmatory License to affirm the Government’s retained license. The Parties agree to disclose to each other one another each Subject Invention which may be patentable or otherwise protectable under U.S. patent law. The Parties agree that the Contractor Contractors and the Participant will disclose their respective Subject Inventions to DOE and each other one another within two (2) months after the inventor first discloses the Subject Invention in writing to the person(s) responsible for patent matters of the disclosing Party. These disclosures should be in sufficiently complete technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, and operation of the Subject Invention. The disclosure shall also identify any known actual or potential statutory bars, e.g., printed publications describing the Subject Invention or the public use or “on sale” of the Subject Invention. The Parties further agree to disclose to each other one another any subsequently known actual or potential statutory bar that occurs for a Subject Invention disclosed but for which a patent application has not been filed. All Subject Invention disclosures shall be marked as confidential under 35 U.S.C. 205. The Parties agree to include within the beginning of the specification of any U.S. patent applications and any patent issuing thereon (including non-U.S. patents) covering a Subject Invention, the following statement: “This invention was made under a CRADA (identify CRADA number) between (name the Participant) and (name the laboratorylaboratories) operated for the United States Department of Energy. The Government has certain rights in this invention.” The Parties acknowledge that DOE has certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C). The Participant agrees to submit, for a period of five (5) years from the date of termination or completion of this CRADA and upon the request of DOE, a nonproprietary report no more frequently than annually on efforts to utilize any Intellectual Property arising under the CRADA including information regarding compliance with the U.S. Competitiveness provision of this CRADA. For a period of 6 months after a each Contractor Subject Invention is disclosed to the Participant, the Participant shall have the opportunity, pursuant to 15 U.S.C. 3710a, to obtain a license to Contractor’s that Subject InventionsInvention. In particular, the Participant shall have the option to obtain, up to and including, an exclusive license to Contractor’s the Subject Inventions Invention within a defined field of use on agreed-upon reasonable terms and conditions, including the payment of negotiated license fees and royalties. Each Party may use the other another Party’s Background Intellectual Property identified in Annex B of this CRADA solely in performance of research under the Statement of Work. This CRADA does not grant to either any Party any option, grant, or license to commercialize, or otherwise use the other another Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of the separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Background Intellectual Property may exist that is not identified. Neither No Party shall be liable to the other another Party because of failure to list Background Intellectual Property.

RIGHTS IN SUBJECT INVENTIONS. Wherein DOE has granted the Participant Participants and the Contractor Contractors the right to elect to retain title to their respective Subject Inventions, and wherein the Participant has Participants have the option to choose an exclusive or co-exclusive license, as applicable, for reasonable compensation, for a pre-negotiated field of use to the Contractor’s Contractors’ Subject Inventions, Each Party shall have the first option to elect to retain title to any of its Subject Inventions and that election shall be made: for the each Participant, within 12 months of disclosure of the Subject Invention to DOE or for the ContractorContractors, within the time period specified in its their respective prime contract contracts for electing to retain title to Subject Inventions. However, such election shall occur not later than 60 days prior to the time when any statutory bar might foreclose filing of a U.S. Patent application. The electing Party has one year to file a patent application after such election unless any statutory bar exists. If a Party elects not to retain title to any of its Subject Inventions or fails to timely file a patent application, the other Party Parties shall have the second option to elect to obtain such title, either by each electing Party having an equal undivided interest or by other arrangement agreed to by all the electing Parties. The other Party electing Parties shall have the second option to elect to obtain title to such Subject Invention within one year of notification and file a patent application within one year after such election and election, or no less than 30 days prior to a statutory bar, if any. For Subject Inventions that are joint Subject Inventions of the Contractor and the Participantjointly made, title to such Subject Inventions shall be jointly owned by the Contractor and the Participantinventing Parties. The Parties agree to assign to DOE, as requested by DOE, the entire right, title and interest in any country to each Subject Invention where the Parties do not elect pursuant to this article to retain/obtain such rights, or elect to retain/obtain title to a Subject Invention but fail to have a patent application filed in that country on the Subject Invention or decide not to continue prosecution or not to pay any maintenance fees covering the Subject Invention. If DOE is granted a patent on a Participant’s Subject Invention, the that Participant may request a non-exclusive license and DOE will determine whether to grant such license pursuant to statutory authority. The Parties acknowledge that the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have practiced for or on behalf of the United States every Subject Invention under this CRADA throughout the world. The Parties agree to execute a Confirmatory License to affirm the Government’s retained license. The Parties agree to disclose to each other one another each Subject Invention which may be patentable or otherwise protectable under U.S. patent law. The Parties agree that the Contractor Contractors and the Participant Participants will disclose their respective Subject Inventions to DOE and each other one another within two (2) months after the inventor first discloses the Subject Invention in writing to the person(s) responsible for patent matters of the disclosing Party. These disclosures should be in sufficiently complete technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, and operation of the Subject Invention. The disclosure shall also identify any known actual or potential statutory bars, e.g., printed publications describing the Subject Invention or the public use or “on sale” of the Subject Invention. The Parties further agree to disclose to each other one another any subsequently known actual or potential statutory bar that occurs for a Subject Invention disclosed but for which a patent application has not been filed. All Subject Invention disclosures shall be marked as confidential under 35 U.S.C. 205. The Parties agree to include within the beginning of the specification of any U.S. patent applications and any patent issuing thereon (including non-U.S. patents) covering a Subject Invention, the following statement: “This invention was made under a CRADA (identify CRADA number) between among (name the ParticipantParticipants) and (name the laboratory/laboratories) operated for the United States Department of Energy. The Government has certain rights in this invention.” The Parties acknowledge that DOE has certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C). The Participant Participants agrees to submit, for a period of five (5) years from the date of termination or completion of this CRADA and upon the request of DOE, a nonproprietary report no more frequently than annually on efforts to utilize any Intellectual Property arising under the CRADA including information regarding compliance with the U.S. Competitiveness provision of this CRADA. For a period of 6 months after a each Contractor Subject Invention is disclosed to the ParticipantParticipants, the each Participant shall have the opportunity, pursuant to 15 U.S.C. 3710a, to obtain a license to Contractor’s that Subject InventionsInvention. In particular, the each Participant shall have the option to obtain, up to and including, an exclusive license (if only one Participant elects the option) or a co-exclusive license (if more than one Participant elects the option) to Contractor’s that Subject Inventions Invention within a defined field of use on agreed-upon reasonable terms and conditions, including the payment of negotiated license fees and royalties. Each Party may use the other another Party’s Background Intellectual Property identified in Annex B of this CRADA solely in performance of research under the Statement of Work. This CRADA does not grant to either any Party any option, grant, or license to commercialize, or otherwise use the other another Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of the separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Background Intellectual Property may exist that is not identified. Neither No Party shall be liable to the other another Party because of failure to list Background Intellectual Property.

RIGHTS IN SUBJECT INVENTIONS. Wherein DOE has granted the Participant and the Contractor Contractors the right to elect to retain title to their respective Subject Inventions, and wherein the Participant has the option to choose an exclusive license, for reasonable compensation, for a pre-negotiated field of use to the Contractor’s Contractors’ Subject Inventions, Each Party shall have the first option to elect to retain title to any of its Subject Inventions and that election shall be made: for the Participant, within 12 months of disclosure of the Subject Invention to DOE DOE, or for the ContractorContractors, within the time period specified in its their prime contract contracts for electing to retain title to Subject Inventions. However, such election shall occur not no later than 60 days prior to the time when any statutory bar might foreclose filing of a U.S. Patent application. The electing Party has one year to file a patent application after such election unless any statutory bar exists. If a Party elects not to retain title to any of its Subject Inventions or fails to timely file a patent application, the other Party Parties shall have the second option to elect to obtain such title, either by each electing Party having an equal undivided interest or by other arrangement agreed to by all the electing Parties. The other Party electing Parties shall have the second option to elect to obtain title to such Subject Invention within one year of notification and file a patent application within one year after such election and election, or no less than 30 days prior to a statutory bar, if any. For Subject Inventions that are joint Subject Inventions of the Contractor Contractor(s) and the Participant, title to such Subject Inventions shall be jointly owned by the Contractor and the Participantinventing Parties. The Parties agree to assign to DOE, as requested by DOEXXX, the entire right, title and interest in any country to each Subject Invention where the Parties do not elect pursuant to this article to retain/obtain such rights, or elect to retain/obtain title to a Subject Invention but fail to have a patent application filed in that country on the Subject Invention or decide not to continue prosecution or not to pay any maintenance fees covering the Subject Invention. If DOE is granted a patent on Participant’s Subject Invention, the Participant may request a non-exclusive license and DOE will determine whether to grant such license pursuant to statutory authority. The Parties acknowledge that the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have practiced for or on behalf of the United States every Subject Invention under this CRADA throughout the world. The Parties agree to execute a Confirmatory License to affirm the Government’s retained license. The Parties agree to disclose to each other one another each Subject Invention which that may be patentable or otherwise protectable under U.S. patent law. The Parties agree that the Contractor Contractors and the Participant will disclose their respective Subject Inventions to DOE and each other one another within two (2) months after the inventor first discloses the Subject Invention in writing to the person(s) responsible for patent matters of the disclosing Party. These disclosures should be in sufficiently complete technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, and operation of the Subject Invention. The disclosure shall also identify any known actual or potential statutory bars, e.g., printed publications describing the Subject Invention or the public use or “on sale” of the Subject Invention. The Parties further agree to disclose to each other one another any subsequently known actual or potential statutory bar that occurs for a Subject Invention disclosed but for which a patent application has not been filed. All Subject Invention disclosures shall be marked as confidential under 35 U.S.C. 205. The Parties agree to include within the beginning of the specification of any U.S. patent applications and any patent issuing thereon (including non-U.S. patents) covering a Subject Invention, the following statement: “This invention was made under a CRADA (identify CRADA number) between (name the Participant) and (name the laboratorylaboratories) operated for the United States Department of Energy. The Government has certain rights in this invention.” The Parties acknowledge that DOE has certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C). The Participant agrees to submit, for a period of five (5) years from the date of termination or completion of this CRADA and upon the request of DOE, a nonproprietary report no more frequently than annually on efforts to utilize any Intellectual Property arising under the CRADA including information regarding compliance with the U.S. Competitiveness provision of this CRADA. For a period of 6 months after a each Contractor Subject Invention is disclosed to the Participant, the Participant shall have the opportunity, pursuant to 15 U.S.C. 3710a, to obtain a license to that Contractor’s Subject InventionsInvention. In particular, the Participant shall have the option to obtain, up to and including, obtain an exclusive license to the Contractor’s Subject Inventions Invention within a defined field of use on agreed-upon reasonable terms and conditions, including the payment of negotiated license fees and royaltiesroyalties (“Exclusive License Option”). Within forty-five days after the Contractor Subject Invention is disclosed to the Participant, Participant shall notify the Contractor that owns the Subject Invention whether it elects the Exclusive License Option. In the case of a jointly-owned Subject Invention, the Participant shall notify each owning Contractor. Each Party may use the other another Party’s Background Intellectual Property identified in Annex B of this CRADA solely in performance of research under the Statement of Work. This CRADA does not grant to either any Party any option, grant, or license to commercialize, or otherwise use the other another Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of the separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Background Intellectual Property may exist that is not identified. Neither No Party shall be liable to the other another Party because of failure to list Background Intellectual Property.