Common use of Title; Federal Rights Clause in Contracts

Title; Federal Rights. (a) This Agreement does not convey to Licensee any ownership rights in any Licensed Patents, Licensed Technology or Biological Materials by implication, estoppel or otherwise except for the rights expressly granted in this Section 2. Title to the Licensed Patents, Licensed Technology and Biological Materials shall at all times remain vested in WSU and WSU retains the right to grant licenses to the Licensed Patents, Licensed Technology and Biological Materials for other fields of use and to use the Licensed Patents, Licensed Technology and Biological Materials for purposes in accordance with Section 2.5. (b) To the extent that any Licensed Patent, Licensed Technology or Biological Materials has been wholly or partially funded by the federal government or the state of Michigan, Licensee's rights are also subject to the Federal Patent Policy and applicable state of Michigan obligations including but not limited to the federal government’s nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced the Licensed Patents, Licensed Technology and Biological Materials for or on behalf of the United States throughout the world. (c) WSU hereby covenants that, if any of the Licensed Patents, Licensed Technology or Biological Materials is subject to the Federal Patent Policy, WSU will disclose such Licensed Patent(s), Licensed Technology and Biological Materials to the government agency as required by the Federal Patent Policy, will file all required elections to maintain title to the Licensed Patent(s), Licensed Technology and Biological Materials and will otherwise use its reasonable efforts to obtain the entire right, title and interest in such Licensed Patent(s), Licensed Technology and Biological Materials and seek maximum exclusive licensing rights and extensions thereof. (d) WSU represents to Licensee that, to the best of its knowledge, it has disclosed to Licensee all agreements with any funding agency or foundation that has provided support of any kind in the development of the Licensed Patents, Licensed Technology or Biological Materials. (e) Licensee shall comply with, and shall ensure that its sublicensees comply in all material respects with, all government statutes and regulations that relate to Licensed Products, including but not limited to the Federal Patent Policy; the Food, Drug and Cosmetic Act of 1941, as amended, and the regulations promulgated thereunder; and the Export Administration Act of 1979, as amended, and the regulations promulgated thereunder. (f) Licensee shall substantially manufacture Licensed Products in the United States when such units of Licensed Products will be sold in the United States.

Title; Federal Rights. (a) This Agreement does not convey to Licensee any ownership rights in any Licensed Patents, Patents or Licensed Technology or Biological Materials by implication, estoppel or otherwise except for the rights expressly granted in this Section 2. Title to the Licensed Patents, Patents and Licensed Technology and Biological Materials shall at all times remain vested in WSU and WSU retains the right to grant licenses to the Licensed Patents, Licensed Technology and Biological Materials for other fields of use and to use the Licensed Patents, Patents and Licensed Technology and Biological Materials for purposes in accordance with Section 2.5. (b) To the extent that any Licensed Patent, Patent or Licensed Technology or Biological Materials has been wholly or partially funded by the federal government or the state of Michigan, government. Licensee's ’s rights are also subject to the Federal Patent Policy and applicable state of Michigan obligations including but not limited to the federal government’s nonexclusive, nontransferable, nonexclusive nontransferable irrevocable, paid-up license to practice or have practiced the Licensed Patents, Licensed Technology and Biological Materials for or on behalf of the United States the Licensed Patents and the Licensed Technology throughout the world. (c) WSU hereby covenants that, if any of the Licensed Patents, Patents or Licensed Technology or Biological Materials is subject to the Federal Patent Policy, WSU will disclose such Licensed Patent(s), ) and Licensed Technology and Biological Materials to the government agency as required by the Federal Patent Policy, will file all required elections to maintain title to the Licensed Patent(s), ) and Licensed Technology and Biological Materials and will otherwise use its reasonable efforts to obtain the entire right, title and interest in such Licensed Patent(s), ) and Licensed Technology and Biological Materials and seek maximum exclusive licensing rights and extensions thereof. (d) WSU represents to Licensee that, to the best of its knowledge, it has disclosed to Licensee all agreements with any funding agency or foundation that has provided support of any kind in the development of the Licensed Patents, Patents or Licensed Technology or Biological MaterialsTechnology. (e) Licensee shall comply withwith and, and shall ensure that its sublicensees Sublicensees comply in all material respects with, with all government statutes and regulations that relate to Licensed Products, including but not limited to the Federal Patent Policy; the Food, Drug and Cosmetic Act of 1941, as amended, and the regulations promulgated thereunder; and the Export Administration Act of 1979, as amended, and the regulations promulgated thereunder and to the extent applicable, the Bxxx-Xxxx Act and the regulations promulgated thereunder. (f) Licensee shall substantially manufacture Licensed Products in the United States when such units of Licensed Products will be sold in the United States, except to the extent Licensee is granted a waiver by the United States government. If the Licensee seeks a waiver to any United States manufacturing requirements, then WSU agrees that it will cooperate in good faith with Licensee’s attempt to obtain such waiver and reasonably assist Licensee in providing any reasonably requested information that WSU may have and Licensee may require for such waiver. Any seeking of a waiver by Licensee shall be at its sole cost and expense.

Title; Federal Rights. (a) This Agreement does not convey to Licensee any ownership rights in any Licensed Patents, Licensed Technology or Biological Materials by implication, estoppel or otherwise except for the rights expressly granted in this Section 2. Title to the Licensed Patents, Licensed Technology and Biological Materials shall at all times remain vested in WSU and WSU retains the right to grant licenses to the Licensed Patents, Licensed Technology and Biological Materials for other fields of use and to use the Licensed Patents, Licensed Technology and Biological Materials for purposes in accordance with Section 2.5. (b) To the extent that any Licensed Patent, Licensed Technology or Biological Materials has been wholly or partially funded by the federal government or the state of Michigan, Licensee's rights are also subject to the Federal Patent Policy and applicable state of Michigan obligations including but not limited to the federal government’s nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced the Licensed Patents, Licensed Technology and Biological Materials for or on behalf of the United States throughout the world. (c) WSU hereby covenants that, if any of the Licensed Patents, Licensed Technology or Biological Materials is subject to the Federal Patent Policy, WSU will disclose such Licensed Patent(s), Licensed Technology and Biological Materials to the government agency as required by the Federal Patent Policy, will file all required elections to maintain title to the Licensed Patent(s), Licensed Technology and Biological Materials and will otherwise use its reasonable efforts to obtain the entire right, title and interest in such Licensed Patent(s), Licensed Technology and Biological Materials and seek maximum exclusive licensing rights and extensions thereof. (d) WSU represents to Licensee that, to the best of its knowledge, it has disclosed to Licensee all agreements with any funding agency or foundation that has provided support of any kind in the development of the Licensed Patents, Licensed Technology or Biological Materials. (e) Licensee shall comply with, and shall ensure that its sublicensees comply in all material respects with, all government statutes and regulations that relate to Licensed Products, including but not limited to the Federal Patent Policy; the Food, Drug and Cosmetic Act of 1941, as amended, and the regulations promulgated thereunder; and the Export Administration Act of 1979, as amendedamend­ed, and the regulations promulgated thereunder. (f) Licensee shall substantially manufacture Licensed Products in the United States when such units of Licensed Products will be sold in the United States.

Title; Federal Rights. (a) This Agreement does not convey to Licensee any ownership rights in any Licensed Patents, Patents or Licensed Technology or Biological Materials by implication, estoppel or otherwise otherwise, except for the license rights expressly granted in this Section 2. Title to the Licensed Patents, Patents and Licensed Technology and Biological Materials shall at all times remain vested in WSU Licensors, and WSU retains Licensors retain the right to grant licenses to the Licensed Patents, Licensed Technology and Biological Materials for other fields of use and to use the Licensed Patents, Patents and Licensed Technology and Biological Materials for their internal purposes in accordance with Section 2.5. (b) . To the extent that any Licensed Patent, Patent or Licensed Technology or Biological Materials has been wholly or partially funded by the federal government or the state of Michigangovernment, Licensee's rights are also subject to the Federal Patent Policy and applicable state of Michigan obligations including but not limited to the federal government’s nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced the Licensed Patents, Licensed Technology and Biological Materials for or on behalf of the United States throughout the worldPolicy. (cb) WSU Licensors hereby covenants that, covenant that if any of the Licensed Patents, Patents or Licensed Technology or Biological Materials is subject to the Federal Patent Policy, WSU Licensors will (i) disclose such Licensed Patent(s), ) and Licensed Technology and Biological Materials to the government agency as required by the Federal Patent Policy, will (ii) file all required elections to maintain title to the Licensed Patent(s)) and Licensed Technology, Licensed Technology and Biological Materials and will (iii) otherwise use its their reasonable efforts to obtain the entire right, title and interest in such Licensed Patent(s), ) and Licensed Technology and Biological Materials and seek maximum exclusive licensing rights and extensions thereof. (dc) WSU represents Licensors represent to Licensee that, to the best of its their knowledge, it has they have disclosed to Licensee all agreements with any funding agency or foundation (including the federal government) that has provided support of any kind in the development of the Licensed PatentsPatents or Licensed Technology, Licensed Technology or Biological Materials.which such sources are listed in Exhibit B. (ed) Licensee shall comply withcomply, and shall ensure that its sublicensees comply comply, in all material respects with, with all government statutes and regulations that relate to Licensed Products, including but not limited to including, without limitation, the Federal Patent Policy; the Food, Drug and Cosmetic Act of 1941, as amended, and the regulations promulgated thereunder; and the Export Administration Act of 1979, as amended, and the regulations promulgated thereunder. (f) Licensee shall substantially manufacture Licensed Products in the United States when such units of Licensed Products will be sold in the United States.