Common use of Collaboration Guidelines Clause in Contracts

Collaboration Guidelines. Each Institution shall abide by the following guidelines when engaging in collaborations with any Collaborator pertaining to the Research. 1. The Institutions may engage in research collaborations involving any part or the whole of the Research with local or overseas Collaborators. Such collaborations, particularly with local Collaborators, are encouraged if the same enhance the Research and the results of the same. 2. The work in connection with the Research performed pursuant to the collaboration with the Collaborators should, to the extent possible, be carried out in Singapore. The Institutions are not permitted to contract out the whole or a substantial part of the Research to Collaborators. 3. Where possible, the Collaborators’ staff should be resident in Singapore, or be re- located to Singapore to undertake the research, although it is recognized that this may not always be possible in the case of Collaborators based overseas. In particular, it is understood that where the Research (and consequently, the Funding) relate to a joint grant call with an overseas funding agency or organization, the Collaborators will be based overseas and the Collaborators’ scope of work under the Research will be undertaken overseas. 4. The Collaborators are not permitted to receive, directly or indirectly, any part of the Funding, whether in cash or in the form of Assets acquired using the Funding or otherwise. All Assets acquired using the Funding must be located in Singapore and maintained within the control of the Institutions. 5. Collaborators accessing and using Assets acquired using the Funding may only do so pursuant to the terms of the research collaboration agreement that is put in place to govern the collaboration and must do so on terms which are not more favourable than that allowed to any other Singapore based organization (other than the Institutions). 6. The Institutions shall negotiate and agree upon ownership, intellectual property protection, commercialization and revenue sharing rights in respect of the Intellectual Property arising from the Research undertaken in collaboration with the Collaborators in accordance with internationally accepted standards and in the best interests of the Institutions and Singapore. All such rights shall be negotiated, agreed upon and stipulated in a formal research collaboration agreement with each Collaborator, which shall be consistent with each Institution’s obligations under this Contract. 7. Minimally, the Institutions shall ensure that the Research IP shall be owned according to inventorship1 and that all revenues and other consideration derived from the use and commercial exploitation of the Research IP shall be shared between the Institutions and 1 If the Institutions’ staff, students, employees or sub-contractors are the sole inventors/creators of the Intellectual Property, then such Institutions shall own all of such Intellectual Property. If the Intellectual Property is jointly invented/created with the Collaborator’s staff, students, employees or sub- contractors then such Intellectual Property may be jointly owned by the Institution concerned and the Collaborator as joint tenants. the Collaborators in accordance with the overall contributions2 of the Institutions and the Collaborators. The Institutions shall not cede complete ownership of the Research IP to the Collaborator where the Collaborator or its staff has no inventive contributions without the prior written consent of Grantor- that is to say, in no event shall the Institutions or any one of them give up ownership where the Institutions’ staff, employees, students, agents or contractors are inventors or creators of the Research IP in question. 8. The Institutions shall keep Grantor informed of its negotiations with the Collaborators and the terms of the agreement and details of the same in a timely fashion. 9. The Institutions must at all times reserve the right to use the Research IP for their own research and development purposes and to make the same available to the local research community at least for non-commercial research and development purposes.

Collaboration Guidelines. Each Institution shall abide by the following guidelines when engaging in collaborations with any Collaborator pertaining to the Research. 1. The Institutions may engage in research collaborations involving any part or the whole of the Research with local or overseas Collaborators. Such collaborations, particularly with local Collaborators, are encouraged if the same enhance the Research and the results of the same. 2. The work in connection with the Research performed pursuant to the collaboration with the Collaborators should, to the extent possible, be carried out in Singapore. The Institutions are not permitted to contract out the whole or a substantial part of the Research to Collaborators. 3. Where possible, the Collaborators’ staff should be resident in Singapore, or be re- re-located to Singapore to undertake the research, although it is recognized that this may not always be possible in the case of Collaborators based overseas. In particular, it is understood that where the Research (and consequently, the Funding) relate to a joint grant call with an overseas funding agency or organization, the Collaborators will be based overseas and the Collaborators’ scope of work under the Research will be undertaken overseas. 4. The Collaborators are not permitted to receive, directly or indirectly, any part of the Funding, whether in cash or in the form of Assets acquired using the Funding or otherwise. All Assets acquired using the Funding must be located in Singapore and maintained within the control of the Institutions. 5. Collaborators accessing and using Assets acquired using the Funding may only do so pursuant to the terms of the research collaboration agreement that is put in place to govern the collaboration and must do so on terms which are not more favourable than that allowed to any other Singapore based organization (other than the Institutions). 6. The Institutions shall negotiate and agree upon ownership, intellectual property protection, commercialization and revenue sharing rights in respect of the Intellectual Property arising from the Research undertaken in collaboration with the Collaborators in accordance with internationally accepted standards and in the best interests of the Institutions and Singapore. All such rights shall be negotiated, agreed upon and stipulated in a formal research collaboration agreement with each Collaborator, which shall be consistent with each Institution’s obligations under this Contract. 7. Minimally, the Institutions shall ensure that the Research IP shall be owned according to inventorship1 and that all revenues and other consideration derived from the use and commercial exploitation of the Research IP shall be shared between the Institutions and 1 If the Institutions’ staff, students, employees or sub-contractors are the sole inventors/creators of the Intellectual Property, then such Institutions shall own all of such Intellectual Property. If the Intellectual Property is jointly invented/created with the Collaborator’s staff, students, employees or sub- contractors then such Intellectual Property may be jointly owned by the Institution concerned and the Collaborator as joint tenants. the Collaborators in accordance with the overall contributions2 of the Institutions and the Collaborators. The Institutions shall not cede complete ownership of the Research IP to the Collaborator where the Collaborator or its staff has no inventive contributions without the prior written consent of Grantor- that is to say, in no event shall the Institutions or any one of them give up ownership where the Institutions’ staff, employees, students, agents or contractors are inventors or creators of the Research IP in question. 8. The Institutions shall keep Grantor informed of its negotiations with the Collaborators and the terms of the agreement and details of the same in a timely fashion. 9. The Institutions must at all times reserve the right to use the Research IP for their own research and development purposes and to make the same available to the local research community at least for non-commercial research and development purposes. 1 If the Institutions’ staff, students, employees or sub-contractors are the sole inventors/creators of the

Collaboration Guidelines. Each The Host Institution and each Partner Institution shall abide by the following guidelines when engaging in collaborations with any Collaborator pertaining to the Research. 1. The Institutions may engage in research collaborations involving any part or the whole of the Research with local or overseas Collaborators. Such collaborations, particularly with local Collaborators, are encouraged if the same enhance the Research and the results of the same. 2. The work in connection with the Research performed pursuant to the collaboration with the Collaborators should, to the extent possible, be carried out in Singapore. The Institutions are not permitted to contract out the whole or a substantial part of the Research to Collaborators. 3. Where possible, the Collaborators’ staff should be resident in Singapore, or be re- located to Singapore to undertake the research, although it is recognized that this may not always be possible in the case of Collaborators based overseas. In particular, it is understood that where the Research (and consequently, the Funding) relate to a joint grant call with an overseas funding agency or organization, the Collaborators will be based overseas and the Collaborators’ scope of work under the Research will be undertaken overseas. 4. The Collaborators are not permitted to receive, directly or indirectly, receive any part of the Funding, whether in cash or in the form of Assets acquired using the Funding or otherwise. All Assets acquired using the Funding must be located in Singapore and maintained within the control of the Institutions. 5. Collaborators accessing and using Assets acquired using the Funding may only do so pursuant to the terms of the research collaboration agreement that is put in place to govern the collaboration and must do so on terms which are not more favourable than that allowed to any other Singapore based organization (other than the Institutions). 6. The Institutions shall negotiate and agree upon ownership, intellectual property protection, commercialization and revenue sharing rights in respect of the Intellectual Property arising from the Research undertaken in collaboration with the Collaborators in accordance with internationally accepted standards and in the best interests of the Institutions and Singapore. All such rights shall be negotiated, agreed upon and stipulated in a formal research collaboration agreement with each Collaborator, which shall be consistent with each Institution’s obligations under this Contract. 7. Minimally, the Institutions shall ensure that the Research IP shall be owned according to inventorship1 and that all revenues and other consideration derived from the use and commercial exploitation of the Research IP shall be shared between the Institutions and 1 If the Institutions’ staff, students, employees or sub-contractors are the sole inventors/creators of the Intellectual Property, then such Institutions shall own all of such Intellectual Property. If the Intellectual Property is jointly invented/created with the Collaborator’s staff, students, employees or sub- contractors then such Intellectual Property may be jointly owned by the Institution concerned and the Collaborator as joint tenants. the Collaborators in accordance with the overall contributions2 of the Institutions and the Collaborators. The Institutions shall not cede complete ownership of the Research IP to the Collaborator where the Collaborator or its staff has have no inventive contributions without the prior written consent of Grantor- A*STAR; that is to say, in no event shall the Institutions or any one of them give up ownership where the Institutions’ staff, employees, students, agents or contractors are inventors or creators of the Research IP in question. 8. The Institutions will share with A*STAR an equal share of all revenue and any other consideration derived by the Institutions from the commercial exploitation of the Research IP which is allocated to the Institutions. For example, if the Institutions are allocated 50% of the total revenue and/or other consideration derived from the commercialization of the Research IP then A*STAR will receive half of this share - i.e. 25% of the total revenue and/or other consideration. 9. The Institutions shall keep Grantor A*STAR informed of its negotiations with the Collaborators and the terms of the agreement and details of the same in a timely fashion. 910. The Institutions must at all times reserve the right to use the Research IP for their own research and development purposes and to make the same available to the local research community at least for non-commercial research and development purposes. 11. The Host Institution shall promptly report to A*STAR details of all commercialization activities relating to the Research IP and to promptly account to A*STAR its share of the Net Revenues and/or other revenue and/or other consideration derived from the commercial exploitation of the Research IP. 12. Where A*STAR is appointed by the Institutions to commercialise the Research IP, A*STAR will retain 50% of the Net Revenue due to the Institutions in accordance with the terms of the collaboration agreement and the balance will be paid to the Host Institution for onward distribution to the Partner Institutions and the Collaborator.

Collaboration Guidelines. Each Institution shall abide by the following guidelines when engaging in collaborations with any Collaborator pertaining to the Research. 1. The Institutions may engage in research collaborations involving any part or the whole of the Research with local or overseas Collaborators. Such collaborations, particularly with local Collaborators, are encouraged if the same enhance the Research and the results of the same. 2. The work in connection with the Research performed pursuant to the collaboration with the Collaborators should, to the extent possible, be carried out in Singapore. The Institutions are not permitted to contract out the whole or a substantial part of the Research to Collaborators. 3. Where possible, the Collaborators’ staff should be resident in Singapore, or be re- located to Singapore to undertake the research, although it is recognized that this may not always be possible in the case of Collaborators based overseas. In particular, it is understood that where the Research (and consequently, the Funding) relate to a joint grant call with an overseas funding agency or organization, the Collaborators will be based overseas and the Collaborators’ scope of work under the Research will be undertaken overseas. 4. The Collaborators are not permitted to receive, directly or indirectly, any part of the Funding, whether in cash or in the form of Assets acquired using the Funding or otherwise. All Assets acquired using the Funding must be located in Singapore and maintained within the control of the Institutions. 5. Collaborators accessing and using Assets acquired using the Funding may only do so pursuant to the terms of the research collaboration agreement that is put in place to govern the collaboration and must do so on terms which are not more favourable than that allowed to any other Singapore based organization (other than the Institutions). 6. The Institutions shall negotiate and agree upon ownership, intellectual property protection, commercialization and revenue sharing rights in respect of the Intellectual Property arising from the Research undertaken in collaboration with the Collaborators in accordance with internationally accepted standards and in the best interests of the Institutions and Singapore. All such rights shall be negotiated, agreed upon and stipulated in a formal research collaboration agreement with each Collaborator, which shall be consistent with each Institution’s obligations under this Contract. 7. Minimally, the Institutions shall ensure that the Research IP shall be owned according to inventorship1 and that all revenues and other consideration derived from the use and commercial exploitation of the Research IP shall be shared between the Institutions and 1 If the Institutions’ staff, students, employees or sub-contractors are the sole inventors/creators of the Intellectual Property, then such Institutions shall own all of such Intellectual Property. If the Intellectual Property is jointly invented/created with the Collaborator’s staff, students, employees or sub- sub-contractors then such Intellectual Property may be jointly owned by the Institution concerned and the Collaborator as joint tenants. the Collaborators in accordance with the overall contributions2 of the Institutions and the Collaborators. The Institutions shall not cede complete ownership of the Research IP to the Collaborator where the Collaborator or its staff has no inventive contributions without the prior written consent of Grantor- that is to say, in no event shall the Institutions or any one of them give up ownership where the Institutions’ staff, employees, students, agents or contractors are inventors or creators of the Research IP in question. 8. The Institutions will share with Grantor fifty percent (50%) of Net Revenue. In the interests of clarification, if the Institutions and/ or Research Personnel are allocated S$500,000, being fifty percent (50%) of the total revenue of S$1,000,000 which is derived from commercialisation of the Research IP involving Collaborators, S$500,000 would be considered “Revenue” under this Contract. The Host Institution would have to ensure that fifty percent (50%) of Net Revenue is accounted to Grantor by applying the definitions set out in Clause 1.1 of this Contract based on “Revenue” of S$500,000. 9. The Institutions shall keep Grantor informed of its negotiations with the Collaborators and the terms of the agreement and details of the same in a timely fashion. 910. The Institutions must at all times reserve the right to use the Research IP for their own research and development purposes and to make the same available to the local research community at least for non-commercial research and development purposes. 11. The Host Institution shall promptly report to Grantor details of all commercialization activities relating to the Research IP and to promptly account to Grantor its share of the Net Revenue. 12. Where Grantor or A*STAR Affiliate is the party commercialising the Research IP, it will pay fifty percent (50%) of Net Revenue to the Host Institution for distribution to the relevant parties. 2 Contributions shall include inventive contributions, financial contributions as well as in-kind contributions, such as access to and use of background IP, equipment, plant and machinery, facilities, materials and other assets.