1
EXHIBIT 10.9
MASSACHUSETTS INSTITUTE OF TECHNOLOGY
OFFICE OF SPONSORED PROGRAMS
CONSORTIUM AGREEMENT between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY,
hereinafter referred to as "MIT" and NEUROTEC INTERNATIONAL CORP., hereinafter
referred to as "the Member."
WHEREAS, MIT and the Member have a mutual interest in the advancement of
technology and wish to interact in a program of research ranging from
fundamental to concentrated or focused research; and
WHEREAS, MIT and the Member view such interactions as conducive to the
ultimate aims of technology transfer; and
WHEREAS, the program contemplated by this agreement will further the
instructional and research objectives of MIT in a manner consistent with its
status as a non-profit, tax-exempt, educational institution.
NOW, THEREFORE, the parties hereto agree as follows:
1. STATEMENT OF WORK. MIT agrees to use its best efforts to conduct the
research projects collectively known as the "Things That Think (TTT)
Consortium" as outlined in the Prospectus dated July 1, 1995, which is
attached as Exhibit 1.
2. THE TTT CONSORTIUM. (a) The TTT Consortium is an international
association of corporate members from Europe, the Americas and the Far
East.
(b) The purpose of the TTT Consortium is to address the future of
computation as it is increasingly imbedded in things other than computers.
Many scientific, engineering, design-oriented, and human oriented problems
revolve around the notion of putting sophisticated computing and
communication into everyday artifacts. The critical work required to do
this can be cast into two broad categories: substrate technologies and
application testbeds.
Three levels of substrate technologies are seen:
- SENSING THINGS: materials and devices to enable formerly
passive objects to detect, manipulate, transmit, and
deliver information about their environment.
- THINKING LINKS: hardware and software protocols to permit
these things to communicate among themselves and with
distributed information servers and consumers.
- UNDERSTANDING THINGS: the high-level tools required to make
these objects aware of and sensitive to human intentions
and emotions.
2
The application area includes of course the "things" themselves, and
involves all aspects of making and using them: developing new design and
fabrication methods, exploring the ways they interact with each other and
with people, and understanding their role in a broader sociological
context. We plan to cross our 3 substrate research areas -- Sensing
Things, Thinking Links, Understanding Things -- with 4 testbeds, each
testbed representing an ongoing or nascent effort in the MIT Media
Laboratory which offers a plausible context for testing, evaluating,
proving out concepts and prototypes. These application testbeds are:
- Expressive Tools
- Thinking Toys
- The "Universal Remote"
- Making Things
(c) Each of the corporate members will execute two copies of this standard
consortium agreement with MIT. All of these agreements will be similar,
except for the membership fees (see Article 8) and payment schedules.
(d) A decision by a new Media Lab Sponsor to join the TTT Consortium as a
Charter Member requires advising MIT in writing on or before 5:00 PM EDT,
Monday, July 31, 1995.
(e) After 5:00 PM EDT, Monday, July 31, 1995, new members, up to an
initial membership level of forty (40), may join the TTT Consortium up to
October 10, 1995, subject to the following considerations. MIT will
formally notify the then current members of the identity of any
prospective member, whereupon any current member has up fifteen (15)
business days to register any objection to the admission of the
prospective member. While, ordinarily, objection by any current member
will be sufficient cause not to admit any prospective member, the final
decision to admit or not will rest with the Consortium Chairman.
(f) Within the first six months of the Consortium, new memberships will be
retroactive to the start date of the Consortium and new members may be
required to pay a late entry premium, with the amount of such premium to
be determined by the Consortium Chairman.
(g) At the discretion of the Consortium Chairman:
(i) Any current member of the Media Lab's Media Technology Group
(MTG) may convert their current MTG Agreement to a regular
five-year TTT Consortium Agreement.
(ii) Any current member of the Media Lab's Special Fund Group
may opt to re-direct a fraction (amounting to at least
$100,000/year) to the TTT
2
3
Consortium and become a Consortium Member for the balance of
the period of their current contract. Such members who wish to
continue in TTT must negotiate a renewal no less than one year
before the expiration of their current agreement and/or in
accordance with the renewal schedule in Article 10.
(iii) Any current Directed Research Sponsor of the Consortium's
co-principal investigators may opt to re-direct at least
$100,000/year of their support to the TTT Consortium and
become a Consortium Member for the balance of the period of
their current contract. Such members who wish to continue in
TTT must negotiate a renewal no less than one year before the
expiration of their current agreement and/or in accordance
with the renewal schedule in Article 10.
Any current Media Lab sponsor who exercises the options described above,
on or before October 10, 1995, will be considered a Charter TTT Member.
(h) Each Member will designate to MIT two individuals authorized to act on
its behalf; one for contract purposes (see Article 16) and the other to
serve on the Program Committee as described in Article 3. At the Member's
discretion, one individual may serve in both capacities. The Neurotec
International Corp. designees will be:
For Contract Purposes
Xxxx. Xxxxxxxx Schoneburg
Director, President and CEO
Neurotec International Corp.
For Program Committee
Xx. Xxxxx X. Xxxxxxxxx
Manager, Research and Development
Neurotec International Corp.
3. PROGRAM COMMITTEE. (a) The Program Committee will include one
representative designated by each member company. Serving on and chairing
the Program Committee will be the Consortium Chairman, Xxxxxxxx X.
Xxxxxxxxxx. Also serving on the Program Committee will be the three
Co-Principal Investigators -- Professors Xxxx X. Xxxxxxxxxxx, Xxxxxxx X.
Xxxxxx and Xxx Xxxxxxxx -- and the Program Manager, Xx. Xxxxxxx X. Bolt.
(b) The Program Committee will establish guidelines for reviewing and
approving research plans. The Program Committee will review all proposed
research plans submitted through the Consortium Chairman and will select
for funding those research projects of greatest interest.
3
4
(c) The progress of each selected research project in this program will be
reviewed for the Program Committee at regular two-day meetings held twice
a year and conducted by the Consortium Chairman.
4. RESEARCH PLANS. (a) The day-to-day research agenda of the TTT Program will
be determined by the collective vision of the Consortium members, matched
against the Media Laboratory's ability to innovate in the areas
encompassed by that vision. Operationally, this will involve the regular
review of research plans by the Program Committee pursuant to Article 3
above and the authorization and funding of selected research projects.
(b) All research plans will be submitted through the Consortium Chairman,
who will present them to the Program Committee in accordance with the
guidelines established by the Committee.
(c) Research plans may be proposed by any of the Consortium members in
which case the Consortium Chairman and the Principal Investigators will
attempt to identify interested Media Laboratory researchers. Research
plans may also be proposed to the Consortium Chairman by any of the Media
Laboratory investigators.
5. SUPERVISION. (a) Each selected research project will be supervised by
designated key MIT personnel under the overall coordination of the
Consortium Chairman and the Co-Principal Investigators. Direct project
supervision will be furnished by the Co-Principal Investigators as well
as an ensemble of Associate Principal Investigators initially comprised
of: Mr. Xxxxxx Xxxxxx; Professors Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxx,
Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxx Xxxxxxxx and
Xxxxxxx Xxxxxxx.
(b) Nothing herein contained shall be deemed to create a joint venture or
partnership between the parties hereto. Each party hereto shall conduct
its efforts pursuant to this Agreement as an independent contractor and
not as an agent or employee of the other party. Subject to the provisions
of Articles 3 and 4, MIT shall have complete and sole control over the
direction of each research project authorized under this agreement.
6. VISITING PRIVILEGES. Sponsors who join the TTT Consortium will have the
opportunity to participate in the Media Laboratory's well-developed
procedures for collaboration and technology transfer between academia and
industry. These include one or two major intentional symposia each year,
visits between Lab researchers and the sponsor companies, and joint
development projects.
Two TTT Consortia Program meetings are planned each year at MIT. In
addition, each participating company will be entitled to a one-day visit
annually to the Laboratory for a special company day designed in
consultation with that company, and addressed to that particular company's
interests and needs.
7. PERIOD OF PARTICIPATION. The Member's membership in the Consortium shall
be for the five year period beginning October 10, 1995 through October 9,
2000 and shall
4
5
be subject to renewal only by mutual agreement of the parties in
accordance with Article 10.
8. MEMBERSHIP FEES. The Member, as its share of the Consortium expenses, will
pay to MIT each year during the five year term the sum of $125,000 as a
Media Laboratory Consortia Member, Directed Research sponsor with lab-wide
intellectual property rights.
The funds will be used by MIT for the direct and indirect costs of the
Consortium program.
The intellectual property rights referred to in this Article are described
in Attachment A, "Intellectual Property Rights of Media Laboratory
Sponsors" effective November 30, 1988, Revised January 1, 1993 with notes
as of October 1, 1993.
9. PAYMENT. Payments, in U.S. dollars net of taxes or impost of any kind,
shall be made to MIT by the Member, quarterly, in advance following
receipt of invoices submitted by MIT with the first payment due upon
execution and the next payment due on or before January 10, 1996.
10. RENEWALS. TTT is expected to continue for at least the next ten years and
the Members participation in the Consortium may be renewed for a
subsequent five-year term with an annual renewal cost based on the date of
renewal. Early renewals will be encouraged by lower annual membership
rates for earlier renewals.
Renewal Cost per Year Renewal Cost per Year
Renewal by Date -- for 5 year Affiliate for 5 year Member
(after x years membership) Extension (2000 to 2005) Extension (2000 to 2005)
-------------------------- ------------------------ ------------------------
by October 10, 1998-- (after 3 years) $100,000/year $125,000/year
by October 10, 1999-- (after 4 years) $125,000/year $150,000/year
by October 10, 2000 -- (after 5 years) $150,000/year $175,000/year
11. TERMINATION. The Member may elect not to continue participation in this
Consortium upon written notice to MIT of one year prior to the date of
intended withdrawal. MIT may terminate the program upon written notice to
the Members if conditions preclude continuation of the program and in such
case uncommitted fees shall be returned to the Member on a pro rata basis.
12. PUBLICATIONS. MIT will be free to publish the results of research under
this Agreement.
13. COPYRIGHTS. Title to and the right to determine disposition of all
copyrightable works first developed under this Agreement shall remain
with MIT, provided, however, that MIT shall grant to the Member an
irrevocable, royalty-free, non-transferable, non-exclusive right and
license to use, reproduce, display, distribute and perform all such
copyrightable materials published by MIT except that this right and
license shall not
5
6
apply to computer software and its programming documentation developed
under the research program, which are covered in Article 14.
14. PATENTS AND COMPUTER SOFTWARE. MIT shall grant to the Member
royalty-free rights to any intellectual property developed under the
TTT Consortium -- specifically those rights defined for a "Consortia
Member or "Consortia Affiliate" in "Intellectual Property Rights of
Media Laboratory Sponsors" (Attachment A). In addition, depending on
their class of membership, they will receive rights to all other
intellectual property at the Media Laboratory under the terms defined
for that class of membership.
15. USE OF NAMES. Neither party will use the name or trademarks of the other
in any advertising or other form of publicity without the written
permission of the other; in the case of MIT, that of the Director of the
News Office.
16. NOTICES. Any notices required to be given or which shall be given under
this Agreement shall be in writing delivered by first class mail (air mail
if not domestic), addressed to the parties as follows:
MASSACHUSETTS INSTITUTE NEUROTEC INTERNATIONAL
OF TECHNOLOGY CORP.
Xx. Xxxxx Xxxxxx Xxxx. Xxxxxxxx Schoneberg
Director, Office of Sponsored Programs Director, President and CEO
Massachusetts Institute of Technology Neurotec International Corp.
00 Xxxxxxxxxxxxx Xxxxxx Four Xxxxxx Place, Sky Lobby, Suite 102
Cambridge, MA 02139 Xxxxxx, XX 00000
Phone # 000-000-0000 Phone # 000-000-0000
Fax #000-000-0000 Fax # 000-000-0000
In the event notices, statements and payments required under this
Agreement are sent by certified or registered mail by one party to the
other party at its above address, such notices shall be deemed to have
been given as of the date so mailed. In the event such notices are not
given by certified or registered mail, they shall be deemed to have been
given as of the date received.
17. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and the successors to substantially the entire
business and assets of the respective parties hereto. This Agreement shall
not be assignable by either party without the prior written consent of the
other party; any attempted assignment is void.
6
7
18. GOVERNING LAW. The validity and interpretation of this Agreement and the
legal relations of the parties to it shall be governed by the laws of the
Commonwealth of Massachusetts and the United States.
19. GOVERNING LANGUAGE. In the event that a translation of this Agreement is
prepared and signed by the parties for the convenience of the Member, this
English language version shall be the official version and shall govern if
there is conflict between the two.
20. EXPORT CONTROLS. It is understood that MIT is subject to United States
laws and regulations controlling the export of technical data, computer
software, laboratory prototypes and other commodities (including the
Arms Export Control Act, as amended, and the Export Administration Act
of 1979), and that its obligations hereunder are contingent on
compliance with applicable U.S. export laws and regulations. The
transfer of certain technical data and commodities may require a
license from the cognizant agency of the United States Government
and/or written assurances by the Member that the Member will not
re-export data or commodities to certain foreign countries without
prior approval of the cognizant government agency. While MIT agrees to
cooperate in securing any license which the cognizant agency deems
necessary in connection with this Agreement, MIT cannot guarantee that
such licenses will be granted.
21. FORCE MAJEURE. MIT shall not be responsible to the Member for failure
to perform any of the obligations imposed by this Agreement, where such
failure shall be occasioned by fire, flood, explosion, lightning,
windstorm, earthquake, subsidence of soil, failure or destruction, in
whole or in part, of machinery or equipment or failure of supply of
materials, discontinuity in the supply of power, governmental
interference, civil commotion, riot, war, strikes, labor disturbance,
transportation difficulties, labor shortage or any cause beyond the
reasonable control of MIT.
22. ENTIRE AGREEMENT. Unless otherwise specified, this Agreement embodies
the entire understanding between MIT and the Member for this project,
and any prior or contemporaneous representations, either oral or
written, are hereby superseded. No amendments or changes to this
Agreement, including, without limitation, changes in the statement of
work, total estimated cost, and period of performance, shall be
effective unless made in writing and signed by authorized
representatives of the parties.
7
8
MASSACHUSETTS INSTITUTE NEUROTEC INTERNATIONAL CORP.
OF TECHNOLOGY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Eberhard Schoneburg
------------------------- ----------------------------
Xxxxxx X. Xxxxxx Xxxx. Xxxxxxxx Schoneburg
Title: Comptroller, Financial Operations Title: Director, President and CEO
Date: August 18, 1995 Date: October 1, 1995
8
