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obligation of confidentiality for Invention disclosures shall continue until the Confidential Information <br /> becomes publicly available through no fault of SPONSOR. Each Party will promptly notify the other of <br /> any Joint Inventions. <br /> 6.3. PATENTS <br /> 6.3.1. PATENT FILING.At SPONSOR's request and expense, UNIVERSITY will file patent applications in the <br /> United States and in foreign countries for UNIVERSITY or Joint Inventions. For Joint Inventions,SPONSOR <br /> may, with UNIVERSITY approval, control the patent application filing, prosecution and maintenance. <br /> SPONSOR will make any filing request to UNIVERSITY in writing and within 60 days of UNIVERSITY's <br /> notice of Invention disclosure. UNIVERSITY will keep SPONSOR promptly informed regarding the status <br /> of any patent application filed at SPONSOR's expense and will give SPONSOR reasonable opportunity to <br /> comment. If SPONSOR elects not to have UNIVERSITY file patent applications, then UNIVERSITY may, at <br /> its discretion and at its expense, file patent applications in the United States and in foreign countries for <br /> any UNIVERSITY or Joint Invention. <br /> 6.3.2. FOREIGN FILING ELECTION. SPONSOR will notify UNIVERSITY of any foreign countries in which <br /> SPONSOR desires a license at least 60 days prior to the respective foreign filing due date. <br /> 6.3.3. COSTS. If SPONSOR requests UNIVERSITY to file a patent application or if SPONSOR elects to <br /> license UNIVERSITY Inventions, SPONSOR will pay UNIVERSITY, within 30 days of invoice date, all <br /> documented costs to secure and maintain the patents. <br /> 6.4 LICENSING. In consideration of SPONSOR's support of the Research, UNIVERSITY grants to <br /> SPONSOR the following: <br /> 6.4.1 NON-COMMERCIAL USE LICENSE. A non-exclusive, non-transferable, royalty-free license to <br /> practice each UNIVERSITY Invention for non-commercial purposes. <br /> 6.4.2 COMMERCIAL USE LICENSE. <br /> A. UNIVERSITY INVENTIONS: The option to negotiate a royalty-bearing commercial license <br /> in a designated field of use and territory,for either non-exclusive or exclusive rights in each <br /> UNIVERSITY Invention,which SPONSOR may elect by written notice to UNIVERSITY no later than <br /> six months after UNIVERSITY's notice of Invention disclosure.The negotiation period for the <br /> license shall be three months from the date of notice of election. If the parties have not entered <br /> into a license before the end of the negotiation period,then UNIVERSITY may license the <br /> Invention to third parties without further obligation to SPONSOR. <br /> B. JOINT INVENTIONS: The option to negotiate an exclusive, royalty-bearing commercial <br /> license in a designated field of use and territory which SPONSOR may elect by written notice to <br /> UNIVERSITY no later than six months after UNIVERSITY's notice of Invention disclosure.The <br /> negotiation period for the license shall be three months from the date of notice of election. If <br /> the parties have not entered into a license before the end of the negotiation period,then <br /> UNIVERSITY may non-exclusively license its interest in the Joint Invention to third parties <br /> without further obligation to SPONSOR. <br /> 6.5. BACKGROUND INTELLECTUAL PROPERTY. Nothing in this Agreement grants to either Party any rights <br /> or interest in the other Party's Background Intellectual Property. "Background Intellectual Property" <br /> SPA Form <br /> Updated 06012018 <br /> Page 5 of 10 <br />