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rch Agreement, the parties shall negotiate in good faith the continuance of this research PROJECT.However, if another principal investigator satisfactory to SPONSOR cannot be agreed upon, SPONSOR may terminate this Research Agreement.In the event of termination by SPONSOR, FOUNDATION shall be reimbursed for all costs it incurs in connection with this Research Agreement which arise from mitments made by FOUNDATION prior to receipt of notice of termination, provided the mitments cannot be terminated by the FOUNDATION. Information It is understood that in the course of carrying out this Research Agreement, SPONSOR and FOUNDATION may wish to share proprietary information. The parties agree to use their best efforts to prevent disclosure of information which is clearly marked as proprietary to anyone other than those individuals who have a need to know this information for purposes of carrying out their obligations in connection with this Research Agreement. The FOUNDATION PROJECT DIRECTOR and/or FOUNDATION’S project staff shall have the right to publish the results of any research conducted under this Research Agreement. and Licenses a)FOUNDATION shall hold title to all inventions (including know how) which are discovered during the conduct of work under this Research Agreement utilizing FOUNDATION or State University of New York facilities.Said inventions are hereinafter referred to as “FOUNDATION inventions.” b)No license or other rights in FOUNDATION inventions are given to or received by SPONSOR except as specifically provided for herein. c)FOUNDATION hereby grants to SPONSOR a ___ day option to acquire an exclusive license to FOUNDATION inventions. The ___ day period of the option shall mence on the date of disclosure of FOUNDATION inventions to SPONSOR by FOUNDATION.Should SPONSOR exercise its option under this paragraph, the parties shall negotiate a mutually acceptable license agreement. d)SPONSOR agrees to reimburse FOUNDATION for all direct costs of patenting new technology developed under this Research Agreement if SPONSOR acquires rights in said technology. e)If both SPONSOR facilities and FOUNDATION and/or State University of New York facilities are used in carrying out work which leads to an invention under this Research Agreement, the SPONSOR and FOUNDATION shall hol