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<br /> other revenue sources for the project funded. The Grantee agrees to retain all financial records, supporting
<br /> documents, and all other pertinent records related to the project funded for a period of five (5)years from the
<br /> end of the grant funding period. In the event such records are audited, all project records shall be retained
<br /> beyond such five-year period until all audit findings have been resolved. The Grantee shall make available to
<br /> the Foundation, or the Foundation's designated representative, all of the Grantee's records that relate to the
<br /> project funded, and shall allow the Foundation or the Foundation's representative to audit, examine and copy
<br /> any data,documents,proceedings,records and notes of activity relating to the project. Access to these records
<br /> shall be allowed upon request at any time during normal business hours and as often as the Foundation or its
<br /> representative may deem necessary.
<br /> 14. The North Carolina State Auditor considers the funds from this grant to be"State funds"as that term is used in
<br /> Section 143C-6-23,North Carolina General Statutes,and the accompanying regulations. The Grantee agrees to
<br /> comply with audit and reporting requirements imposed by the North Carolina State Auditor on recipients of
<br /> "State funds."
<br /> 15. In consideration of its receipt of funds granted by the Foundation,the Grantee agrees that during the course of
<br /> the project funded by the grant, the Grantee, and any recipient of grant funds, will promptly disclose to the
<br /> Foundation any improvements, inventions, developments, discoveries, innovations, systems,techniques, ideas,
<br /> processes,programs, and other things,whether patentable or unpatentable,that result from any work performed
<br /> by or for the Grantee in connection with the project funded, or by individuals whose work is funded by the grant
<br /> (the"New Developments"). If Grantee notifies the Foundation of any Invention Disclosure Reports it receives
<br /> from Grantee employees that report making inventions under this Agreement,then Grantee will be deemed to
<br /> have satisfied the disclosure requirement in the preceding sentence.
<br /> The Grantee agrees that it, and any recipient of grant funds, shall take all reasonably appropriate actions to
<br /> assure that the New Developments shall be and remain the sole and exclusive property of the Grantee. In the
<br /> event that the interests of the public would be served by commercialization of the New Developments, the
<br /> Grantee agrees to use its best reasonable efforts to pursue the commercialization of any such New Developments
<br /> in a manner that will serve the interests of the public, including but not limited to the transfer, assignment or
<br /> licensing of such New Developments; provided, however, that the Grantee, and any recipient of grant funds,
<br /> shall not transfer,assign or license such New Developments in part or in whole without first having obtained the
<br /> written consent of the Foundation.
<br /> Any revenue generated as a result of transferring, assigning, or licensing New Developments will be managed
<br /> by the Grantee in accordance with its published patent,copyright and technology transfer procedures,if any,and
<br /> in the absence of such procedures such revenue will be managed by the Grantee in accordance with procedures
<br /> approved by the Foundation. Such procedures typically will prioritize the distribution of revenues to insure that
<br /> the Grantee first honors its obligation to its inventors and then to cover its own out-of-pocket expenses as
<br /> necessary to protect its intellectual property.
<br /> 16. The Grantee and Foundation further agree that should there be any revenue generated greater than that necessary
<br /> to meet the obligations of the preceding paragraph("Net Revenue"),the Net Revenue shall be managed by the
<br /> Grantee as follows:
<br /> a) 15%of the Net Revenue will be retained by the Grantee as a fee for the management and distribution of
<br /> funds as required under this Agreement.
<br /> b) 30%of the remaining Net Revenue will be paid to the Foundation.
<br /> c) 70% of the remaining Net Revenue will be retained by the Grantee and used in accordance with the
<br /> procedures referenced in Section 15,above.
<br /> The Grantee's obligations pursuant to this Section will continue beyond the expiration of the funding period.
<br /> 3
<br /> BOCC Meeting, January 22, 2009, Page 35 /39
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