Common use of Commercialisation of Foreground IP Clause in Contracts

Commercialisation of Foreground IP. 12.1. The Collaborator shall provide a commercialisation plan (the “Commercialisation Plan”) for JTC’s review and approval before completion of the works set out in Schedule 1 (which approval shall not be unreasonably withheld. The Commercialisation Plan shall contain such details and commercialisation milestones (“Commercialisation Milestones”, each a “Commercialisation Milestone”) as may be prescribed by JTC (if any). 12.2. If further refinement of the solution/product is necessary, the Collaborator shall by 2 months before completion of the works set out in Schedule 1 provide to JTC for review and approval (which approval shall not be unreasonably withheld) develop a plan for further development that includes details and specifications prescribed by JTC, such as expected deliverables, technical specifications, and a revised Commercialisation Plan for the relevant stage(s) of product development (e.g. proof of concept stage, prototype development stage, or trial/testbed stage). 12.2.1. JTC shall have the discretion to decide whether the plan referred to in clause 12.2 above should be executed as a Pilot Implementation Trial. If JTC decides to proceed with the Pilot Implementation Trial, the particulars shall be incorporated into this Agreement as Schedule 1A. For clarity, the Collaborator’s obligation set out in clause 12.1 above shall apply irrespective of the plan referred to in clause 12.2 above and of whether there is to be any Pilot Implementation Trial. 12.3. In the event that JTC is satisfied with the agreed Commercialisation Plan, JTC reserves the rights to (but is not obliged to): 12.3.1. transfer its ownership in Foreground IP in partial or full to the Collaborator subject to terms and conditions below and such other terms as may be prescribed by JTC; 12.3.2. JTC shall reserve unto itself the Rights to Use the Foreground IP in connection with its functions, powers and duties under the Jurong Town Corporation Act (Cap 150), its internal, non-commercial, research and development and educational purposes, free of any charges or fees; and 12.3.3. any transfer of ownership rights in relation to the Foreground IP shall be without prejudice to the provisions in this Agreement relating to Confidential Information and JTC Data. 12.4. JTC reserves the right to require the Collaborator to assign all of the Collaborator’s benefit, right, title and interest in and to the Foreground IP and Patent Applications (or Patents) (if applicable) to JTC [or such third party as may be directed by JTC] in the event that: 12.4.1. there is any change in more than [25%] of the shareholding of the Collaborator; 12.4.2. any of the events under clause 19.2.2 happens to the Collaborator; 12.4.3. the Parties are unable to reach an agreement on the Commercialisation Plan one (1) months before the end of the Research Project; or 12.4.4. the Parties reach an agreement on the Commercialisation Plan, but the Collaborator fails to meet any of the Commercialisation Milestones and JTC assesses that the Collaborator will not be able to meet the Commercialisation Milestones even after modification of the same. 12.5. The provisions of this clause 12 shall survive the termination or expiry of this Agreement.

Commercialisation of Foreground IP. 12.1. The Parties hereby appoint the Collaborator as the commercialisation lead party to lead the commercialisation efforts in respect of the Foreground IP. The Collaborator shall use good faith diligence to seek commercialisation of the Foreground IP. 12.2. The Collaborator shall provide a commercialisation plan (the “Commercialisation Plan”) following to JTC for JTC’s review and approval before completion of the works set out in Schedule 1 (which approval shall not be unreasonably withheld): 12.2.1. in the event further refinement of the solution/product is required, a plan for further development that shall contain such details and specifications as may be prescribed by JTC (if any), including minimally but not limited to expected deliverables and technical specifications according to the relevant stage(s) of product development ie. proof of concept stage, prototype development stage or trial/testbed stage. 12.2.1.1. In the event the Parties agree that the plan described above shall be executed as a Pilot Implementation Trial, the particulars thereof shall be incorporated into this Agreement as Schedule 1A. 12.3. The Collaborator shall provide the following to JTC for review and approval as part of the works set out in Schedule 1A, if any (which approval shall not be unreasonably withheld): 12.3.1. a commercialisation plan (the “Commercialisation Plan Plan”) that shall contain such details and commercialisation milestones (“Commercialisation Milestones”, each a “Commercialisation Milestone”) as may be prescribed by JTC (if any). 12.2. If further refinement of the solution/product is necessary, the Collaborator shall by 2 months before completion of the works set out in Schedule 1 provide to JTC for review and approval (which approval shall not be unreasonably withheld) develop a plan for further development that includes details and specifications prescribed by JTC, such as expected deliverables, technical specifications, and a revised Commercialisation Plan for the relevant stage(s) of product development (e.g. proof of concept stage, prototype development stage, or trial/testbed stage). 12.2.1. JTC shall have the discretion to decide whether the plan referred to in clause 12.2 above should be executed as a Pilot Implementation Trial. If JTC decides to proceed with the Pilot Implementation Trial, the particulars shall be incorporated into this Agreement as Schedule 1A. For clarity, the Collaborator’s obligation set out in clause 12.1 above shall apply irrespective of the plan referred to in clause 12.2 above and of whether there is to be any Pilot Implementation Trial. 12.312.4. In the event that JTC is satisfied with the agreed Commercialisation Plan, JTC reserves the rights to (but is not obliged to): 12.3.1. transfer its ownership in Foreground IP in partial or full to the Collaborator subject to terms and conditions below and such other terms as may be prescribed by JTC;: 12.3.212.4.1. JTC shall reserve unto itself the Rights rights to Use use the Foreground IP in connection with its functions, functions and powers and duties under the Jurong Town Corporation Act (Cap 150), its internal, non-commercial, ) and for research and development (including the right to use, reproduce, modify etc) and educational purposes, free of any charges or fees; and 12.3.312.4.2. any transfer of ownership rights in relation to the Foreground IP shall be without prejudice to the provisions in this Agreement relating to Confidential Information and JTC Data. 12.412.5. JTC reserves the right to require the Collaborator to assign or licence (on terms to be determined by JTC) all of the Collaborator’s benefit, right, title and interest in and to the Foreground IP and Patent Applications (or Patents) (if applicable) to JTC [or such third party as may be directed by JTC] JTC in the event that: 12.4.112.5.1. there is any change in more than [25%] % of the shareholding of the Collaborator; 12.4.212.5.2. any of the events under clause 19.2.2 happens to the Collaborator; 12.4.312.5.3. it is determined that a Pilot Implementation Trial will not be undertaken; 12.5.4. the Parties are unable to reach an agreement on the Commercialisation Plan by within one (1) months month before the end of the Research Project; or 12.4.412.5.5. the Parties reach an agreement on the Commercialisation Plan, but the Collaborator fails to meet any of the Commercialisation Milestones and JTC assesses that the Collaborator will not be able to meet the Commercialisation Milestones even after modification of the same. 12.512.6. The provisions of this clause 12 shall survive the termination or expiry of this Agreement.