C.

Attachment D-1
RFP H-55-69

Clause 30, "PATENTS," is deleted in its entirety and the following clause is inserted:

"PATENTS

(a) Clause A

Section (1) Whenever any invention or discovery is conceived or

reduced to practice by the Contractor or its Technical Personnel (each employee or consultant working under the administrative direction of the Contractor or any subcontractor hereunder) in the course of, or under this contract, the Contractor, or applicable subcontractor, shall promptly furnish the Contracting Officer with complete information thereon; Contractor agrees to grant the Government all right, title and interest in and to each such invention or discovery subject to the reservation of a nonexclusive and royalty-free license to the Contractor to such invention or discovery, and any patent application or patent resulting therefrom.

Section (2) The Contractor agrees:

(a) to cooperate in the preparation and prosecution of any domestic or foreign patent application which

the Government may decide to undertake covering any
reported invention;

(b) to execute all papers required in the prosecution of
such patent applications, including the assignment
thereto to the United States Government; and
(c) to secure cooperation of Contractor's Technical Per-
sonnel in the preparation and execution of all such
papers as may be required in the prosecution of such
patent applications or in order to vest title in the
subject matter involved in the United States, or to
secure the right of free use thereof to the public.

Section (3) Prior to final payment under this contract, the Con-
tractor shall file a final report disclosing to the
Contracting Officer all inventions, improvements and
discoveries developed in the performance of this con-
tract, and shall certify on the last page of such
report that to the best of his knowledge and belief
such disclosure has been made therein or that there
are no such unreported inventions.

Section (4) The Contractor shall include provisions appropriate to
effectuate the purposes of this clause in all contracts
of employment with persons who perform any part of the
research or development or studies under this contract
and in any consultants' agreements or subcontracts in-
volving research or development or studies hereunder.

Attachment D-1
RFP H-55-69

Section (5) (a) The Contractor, at the time of first disclosing an
invention pursuant to Section 1 of this clause, but
not later than three (3) months after, may submit
in writing to the Contracting Officer a request for
greater rights than the license retained by the
Contractor in Section 1 of this clause if: (a) the
invention is not the primary object of the contract,
and (b) the acquisition of such greater rights is a
necessary incentive to call forth private risk cap-
ital and expense to bring the invention to the point
of practicable application. Such request shall be
considered by the Assistant Secretary, who in re-
viewing the Contractor's request for greater rights
will take into consideration the most appropriate
means for making the results of such invention avail-
able to the public, including the dedication of all
patent rights, the patenting of the invention by the
Government, or the granting of the Contractor's re-
quest, in whole or in part. Any grant of such
greater rights shall be subject to the reservation of
an irrevocable, royalty-free, nonexclusive, nontrans-
ferable license for the practice of the invention
throughout the world for governmental purposes.
(b) With respect to each invention on which the Contractor
obtains greater rights under paragraph (a) above, the
Contractor agrees to provide written reports at rea-
sonable intervals when requested by the Department on:
(i) The commercial use that is being made or is intended
to be made of each such invention or discovery; and
(ii) The steps taken by the Contractor, his licensee,
or his assignee, to bring the invention or discovery
to a point of practical application or to make the
invention or discovery available for licensing
royalty-free or on terms that are reasonable in
the circumstances.

(c) With respect to each invention or discovery in which
the Contractor obtains rights under paragraph (a)
above, the Contractor grants the Department:
(i) The right to require the granting of nonexclusive,
royalty-free licenses to applicants, unless the
Contractor, its licensee, or its assignee has
taken effective steps within three (3) years after
a patent issues on such invention or discovery to
bring the invention or discovery to the point of
practical application, or has made the invention
or discovery available for licensing royalty-free
or on terms that are reasonable in the circum-
stances, or can show cause why he should continue
to retain the principal or exclusive rights for a
further period of time; and

(b) Clause B

Attachment D-1

RFP H-55-69

(ii) The right to require the granting of licenses to applicants royalty-free or on terms that are reasonable in the circumstances to the extent that the invention or discovery is required for public use by governmental regulation, or as may be necessary to fulfill health or welfare needs, or for other public purposes stipulated in this contract.

Section (1) Whenever any invention or discovery is conceived or reduced to practice by the Contractor or its Technical Personnel (each employee or consultant working under the administrative direction of the Contractor or any subcontractor hereunder) in the course of, or under this contract, the Contractor, or applicable subcontractor, shall promptly furnish the Contracting Officer with complete information thereon; Contractor agrees to grant the Government all right, title and interest in and to each such invention or discovery, provided, however, that the Contractor shall retain (subject to 5 and 6 of this clause) at least a sole (except as against the Government or its account) irrevocable, royalty-free license, with the right to grant sublicenses under any such invention or discovery, and any patent application or patent resulting therefrom.

Section (2) The Contractor agrees:

(a) to cooperate in the preparation and prosecution of
any domestic or foreign patent application which the
Government may decide to undertake covering any
reported invention;

(b) to execute all papers required in the prosecution of
such patent applications, including the assignment
thereto to the United States Government; and
(c) to secure cooperation of Contractor's Technical Per-
sonnel in the preparation and execution of all such
papers as may be required in the prosecution of such
patent applications or in order to vest title in the
subject matter involved in the United States, or to
secure the right of free use thereof to the public.

Section (3) Prior to final payment under this contract, the Contractor shall file a final report disclosing to the Contracting Officer all inventions, improvements and discoveries developed in the performance of this contract, and shall certify on the last page of such report that to the best of his knowledge and belief such disclosure has been made therein or that there are no such unreported inventions.

Attachment D-1
RFP H-55-69

Section (4) The Contractor shall include provisions appropriate to effectuate the purposes of this clause in all contracts of employment with persons who perform any part of the research or development or studies under this contract and in any consultants' agreements or subcontracts involving research or development or studies hereunder.

Section (5) With respect to each invention or discovery in which the Contractor retains sole rights under Section 1, the Contractor agrees to provide written reports at reasonable intervals when requested by the Department on: (a) The commercial use that is being made or is intended to be made of each such invention or discovery; and (b) The steps taken by the Contractor, his licensee, or his assignee, to bring the invention or discovery to a point of practical application or to make the invention or discovery available for licensing royaltyfree or on terms that are reasonable in the circumstances.

Section (6) With respect to each invention in which the Contractor retains sole rights under Section 1, the Contractor grants the Department:

(a) The right to require the granting of nonexclusive, royalty-free licenses to applicants, unless the Contractor, its licensee, or its assignee demonstrates to the Department's satisfaction, on request, that the Contractor, its licensee or its assignee has taken effective steps within three (3) years after a patent issues on such invention or discovery to bring the invention or discovery to the point of practical application, or has made the invention or discovery available for licensing royalty-free or on terms that are reasonable in the circumstances, or can show cause why he should continue to retain the principal or exclusive rights for a further period of time; and (b) The right to require the granting of licenses to applicants royalty-free or on terms that are reasonable in the circumstances to the extent that the invention or discovery is required for public use by governmental regulation, or as may be necessary to fulfill health or welfare needs, or for other public purposes stipulated in this contract.

II.

III.

IV.

V.

CONDUCT OF WORK AND REPORTS

A. The Government Technical Representative for liaison with the Contractor as to the conduct of work hereunder (including the acceptance of the Contractor's reports) will be

B.

C.

HUD or a successor designated in writing by the Contracting Officer.

The Government Technical Representative may issue written or oral instructions to fill in details in the Statement of Work described in this contract. Such instructions must be within the scope of the work set forth in this contract and may not be of such a nature as to affect price, period of performance, fixed fee, or any other provision of this contract.

The Contractor's work hereunder will be carried out under the supervision of

See Attachment A for Schedule of Key Personnel to be provided as required under Clause 27, Key Personnel, General Provisions.

CONTRACT PERIOD COMPLETION AND DELIVERY SCHEDULE

A specific completion schedule will be developed for each contract generally based upon the time framework noted under Program Procedure in Attachment C.

REPORTS

The Contractor shall provide reports as described in Attachment C.

PRICE; PAYMENT AND SUBMISSION OF INVOICES

A. The Government shall pay the Contractor as full compensation for performance of this contract, inclusive of all costs and expenses, a total firm-fixed price of $

B.

Invoices or public vouchers shall be identified by Contract No. and submitted in original and 5 copies to the following address:

Final inspection and acceptance of all work required under this contract shall be performed by the Government Technical Representative.