[별지 10]

연구비 잔액사용 신청서

1. 과제정보

연구책임자	성명		연락처
	소속		E-mail

계약정보	RMS 과제번호		계약기관
	과제명
	과제기간	(계약서)	총 연구비
		(연장후)

2. 연구비 잔액 및 사용 계획

총 잔액	원
잔액사용 신청금액	원

예산항목	금액	지급대상자	비고
합계

위와 같이 연구비 잔액 사용을 신청합니다.

년       월       일

신청인                    (인)

연세대학교 산학협력단 귀하

[별지 11]                            * 연구결과 지식재산권이 기업체와 공동소유일 때 사용

Collaborative Research Agreement

This Agreement is effective as of MM/DD/YYYY (the “Effective Date”) by and between University-Industry Foundation, Yonsei University, having a principal place of business at 50, Yonsei-ro, Seodaemun-gu, Seoul, Republic of Korea (hereinafter referred to as “YUIF”), and _____________, having a principal place of business at ___________________________________ (hereinafter referred to as “INSTITUTION”), collectively known as “The Parties” or “Both Parties”.

RECITALS

WHEREAS, the Parties desire to establish a collaboration for _______________________________________________________________________________________________________.

NOW THEREFORE, in consideration of the forgoing with the covenants and premises contained herein, the parties agree as follows:

ARTICLE 1

COLLABORATIVE RESEARCH

1.1  The primary purpose of the Collaboration is to conduct research toward ___________________________________________ with the Research Time Schedule as set forth in Appendix A. To that end, it is contemplated by the Parties that:

(a)  YUIF will have responsibility for ____________________________;

(b)  INSTITUTION will have responsibility for ____________________________; and,

(c)  YUIF and INSTITUTION will share responsibility for providing with each other research results obtained from the Collaboration.

1.2    INSTITUTION will have responsibility for the amount and time schedule of Budget for the Collaboration as set forth in Appendix B.

ARTICLE 2

TERM

The term of the Agreement commences upon the Effective Date and terminates on _______________. The term may be extended by written agreement of both Parties.

ARTICLE 3

RESEARCH RESULTS, INVENTORSHIP AND OWNERSHIP

The Intellectual Property Rights for the research results obtained under this Agreement shall be jointly owned by both Parties.

3.1 The research results obtained under this Agreement (hereinafter referred to as “The research results”) mean the results in the scope of Appendix A under this Agreement.

3.2  Both Parties jointly have ownership for the Intellectual Property Rights(hereinafter referred to as “Intellectual Property Rights”) including rights in relation to patents, patent applications, copyrights, trademarks, trademark applications, design patents, design patent applications, business and domain names, trade secrets, know-how  and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields (including the right to apply for registration of any such rights).

3.3   YUIF does not warrant that the research results will not infringe on the intellectual property rights of third parties such as patents.

ARTICLE 4

INTELLECTUAL PROPERTY RIGHTS

4.1 Intellectual Property Rights of the Parties filed or owned prior to the Effective date of this Agreement or created, made, developed or invented independently by the Parties no related to this Agreement are the sole properties of each of the Parties, and are not affected by this Agreement. Neither party shall have any claims to or rights in such pre-filed

or registered Intellectual Property Rights of the other party. Intellectual Property Rights include patents, trademarks, design patents, copyrights, plant rights and any types of Intellectual property rights (including any divisions, continuations, continuations in part, renewals, reissues, extensions, supplementary protection certificates, utility models and foreign equivalents thereof) and rights with respect to patent applications and patent registration of any such rights.

4.2  YUIF shall have sole responsibility for filing, prosecution, and maintenance of Intellectual Property Rights for the research results in Republic of Korea and other all countries. INSTITUTION shall be provided all serial numbers and filing dates as well as copies of all applications, issued Intellectual Property Rights, and Intellectual Property Right prosecution actions, responses and other communications with the Korean Intellectual Property Office, other offices or organizations dealing Intellectual Property in Republic of Korea and foreign offices. These copies shall be provided promptly so that INSTITUTION will have an opportunity to comment. YUIF will consider such comments and will work diligently with INSTITUTION to obtain a Intellectual Property Right(s) on behalf of the Parties.

4.3  YUIF may consult with INSTITUTION with regard to filing, prosecution, and maintenance of Intellectual Property Rights for the research results in other all countries than Republic of Korea in order to determine countries in which INSTITUTION is desirous to have responsibility for filing, prosecution, and maintenance of Intellectual Property Rights. Upon the determination, INSTITUTION shall have sole responsibility for filing, prosecution, and maintenance of Intellectual Property rights. In this case, YUIF shall be provided all serial numbers and filing dates as well as copies of all applications, issued Intellectual Property Rights, and Intellectual Property Right prosecution actions, responses and other communications with offices or organizations dealing Intellectual Property of the countries. These copies shall be provided promptly so that YUIF will have an opportunity to comment. INSTITUTION will consider such comments and will work diligently with YUIF to obtain a Intellectual Property Right(s) on behalf of the Parties.

ARTICLE 5

LICENSING

5.1  INSTITUTION shall first initiate negotiation with YUIF for licensing a share of YUIF to the joint Intellectual Property Rights or Intellectual Property Right applications for the research results under this Agreement within six(6) months from the end of the Collaboration.

5.2  In the event that the negotiation in Article 5.1 fails to agree the licensing, YUIF shall have sole responsibility for licensing the Intellectual Property Rights and INSTITUTION hereby appoints YUIF as its exclusive agent to grant licenses and options under the Intellectual Property Rights. YUIF agrees to use diligent efforts to license the Intellectual Property Rights in a commercially reasonable manner and in furtherance of the public interest. The mere failure of YUIF to consummate a license(s) shall not be deemed a breach of its obligations under this Agreement.

5.3  YUIF shall keep INSTITUTION reasonably informed of its licensing efforts and, promptly upon notice that license negotiations are underway. INSTITUTION shall have the right to review, comment upon, and approve a substantially final draft of any license/option agreement or amendment thereto. Such approval shall not be unreasonably withheld or delayed. INSTITUTION agrees that if it does not provide objections or comments within fifteen (15) business days of its receipt of the agreement, INSTITUTION shall be deemed to have approved it.

5.4  YUIF will provide INSTITUTION with signed copies of all License Agreements issued within one-hundred and twenty days (120) days of such issuance.

5.5  Commencing after the first receipt of Income by YUIF from Licensing of Joint Intellectual Property, YUIF will pay to INSTITUTION an agreed percentage of net income from licensing only if INSTITUTION is involved in Intellectual Property right applications or Intellectual Property Rights as owner. The agreed percentage of net income may be determined in considering a share of the owners for the Joint Intellectual Property Rights or Intellectual Property Right Applications, Intellectual Property Right prosecution expenses and expenses rendered to licensing.

5.6  In instances where YUIF is no longer interested in licensing in a certain country, YUIF shall consult with INSTITUTION regarding it in order to determine whether INSTITUTION has responsibility for licensing in the country. If INSTITUTION does so, INSTITUTION will pay to YUIF an agreed percentage of net income from licensing only if YUIF is involved in Intellectual Property applications or Intellectual Property Rights as Intellectual Property owner. The agreed percentage of net income may be determined in considering a share of the owners for the Joint Intellectual Property Rights or Intellectual Property Right Applications, Intellectual Property Rights prosecution expenses and expenses rendered to licensing.

ARTICLE 6

CONFIDENTIALITY

6.1 All information, data, results, inventions, trade secrets, techniques, material, drawings or compositions of matter of any type or kind, including without limitation all know-how and all other scientific, pre-clinical, regulatory, manufacturing, marketing, personnel, financial, legal, and commercial information or data, whether communicated in writing, orally, or by any other method, disclosed by one Party to the other Party hereunder (“Confidential Information”) shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the disclosing Party, except to the extent that the receiving Party can demonstrate by competent written evidence that such information:

(a) is known by the receiving Party at the time of its receipt and, not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;

(b) is in the public domain other than as a result of any breach of this Agreement by the receiving Party;

(c) is subsequently disclosed to the receiving Party on a non-confidential basis by a Third Party who may lawfully do so;

(d) is independently discovered or developed by the receiving Party without the use of Confidential Information provided by the disclosing Party, as documented by the receiving Party’s business records;

(e) is lawfully known to the receiving Party from a source other than the disclosing Party without obligations of confidentiality (as evidenced by written records); or

(f) is required to disclose by government or court order, provided that the receiving Party gives the disclosing Party a prompt notice of the order and reasonably cooperate with the disclosing Party to protect the confidentiality of the Confidential Information.

The obligations of each party for Confidential Information shall continue for a period of five (5) years from the Effective Date.

6.2  Neither party shall, without the prior written consent of the other, disclose the specific terms and conditions of this Agreement. Neither party shall originate any news release or other public announcement, written or oral relating to this Agreement, without the prior written consent of the other party.

6.3  Neither party will use the name of the other of the name of any employee of the other, of any adaptation of such names, on any advertising, promotional, or sales literature without obtaining the prior written consent form the other party.

6.4  Each Party to this Agreement must faithfully maintain and manage the Confidential Information.

ARTICLE 7

PUBLICATION

Each party will have the right to make a written publication related to research results arising from the Collaborative Research after obtaining a prior written consent of the non-publishing party. The publishing party shall provide the other party with a copy of any manuscript or other proposed publication at least thirty (30) days before it is submitted for publication. The publishing party shall delay submission of any publication at the request of the non-publishing party, for up to an additional sixty (60) days after receipt by the non-publishing party of the proposed publication, in order to permit filing of appropriate Intellectual Property Right applications.

ARTICLE 8

REPORTS

Each party will provide the other party with a written report summarizing the status or results, including research data, research results, research funds and research budget, from the Collaboration within two (2) months after the termination of this Agreement in accordance with Article 2 or 9.

ARTICLE 9

TERMINATION

9.1  Either party may terminate early this Agreement in the event that the other party commits any breach of any material provision herein described and provides any false report and fails to remedy such breach within thirty (30) days after the non-breaching party has given written notice of such breach and of the possibility of early termination of this Agreement.

9.2  In the event that the collaborative research under this Agreement is determined not to make satisfactory progress by agreement of both Parties, either Party may terminate early this Agreement by a written agreement of both Parties.

9.3  Neither party is responsible for any damage or loss of any kind, directly or indirectly, resulting from the termination of Article 9.2.

9.4  In the event this Agreement is terminated for any reasons, both Party shall settle the Budget for the Collaboration as set forth in Appendix B with referring to the Budget executed. For example, a Party shall pay a deficit to the other Party or pay the balance to the other Party.

9.5  In the event this Agreement is terminated under Article 9.1, a Party shall indemnify and hold harmless the other Party from and against all losses, liabilities, damages, or injuries and expenses incurred in connection with causes of Article 9.1.

ARTICLE 10

DISPUTE RESOLUTION

10.1  In the event of any dispute arising under the Agreement, the parties shall settle the dispute through bona fide negotiation between the parties.

10.2  In the event that such negotiations fail to result in a settlement within six (6) months, the parties agree to settle such dispute by arbitration in the Korean Commercial Arbitration Board on Republic of Korea in accordance with its applicable rules of arbitration. The award rendered by the arbitrator shall be final and binding upon both parties concerned.

ARTICLE 11

MISCELLANEOUS

11.1  Language

.  The official text of this Agreement or any communication required by this Agreement, shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any other translation into any other language.

11.2  Compliance with Laws.  Each Party shall carry out its activities pursuant to this Agreement in compliance with all applicable supranational, national, state, provincial and other local laws, rules, regulations and guidelines.

11.3  Assignment.  Neither Party will assign its rights or duties under this Agreement to any Third Party without the prior express written consent of the other Party, which shall not be unreasonably withheld.

11.4  Force Majeure.  Neither Party shall be liable for any delay or failure of performance to the extent such delay or failure is caused by circumstances beyond its reasonable control and that by exercise of due diligence it is unable to prevent, provided that the Party claiming excuse immediately notifies the other Party and uses and continues to use commercially reasonable efforts to overcome the same.

11.5  Limitation of Liability.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS, AFFILIATES OR SUBLICENSEES FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

11.6  Amendments in Writing.  No change shall be made to this Agreement except in writing and signed by the duly authorized representatives of the Parties.

11.7  Entire Agreement; Modification.  This Agreement, including any exhibits expressly named and referenced herein, constitutes the entire agreement and understanding of the Parties and supersedes any prior and contemporaneous agreements or understandings relating to the subject matter hereof. Any modification of this Agreement shall be effective only to the extent it is reduced to writing and signed by a duly authorized representative of each Party hereto.

11.8  Governing Law. This Agreement and any dispute arising from the relationship between the parties to this Agreement, will be governed by laws of the Republic of Korea, without reference to its conflicts of laws principles.

IN WITNESS of this Agreement, YUIF and INSTITUTION have caused this Agreement to be executed by their duly authorized officers on the dates indicated.

This Agreement is effective as of MM/DD/YYYY (the “Effective Date”) by and between University-Industry Foundation, Yonsei University, having a principal place of business at 50, Yonsei-ro, Seodaemun-gu, Seoul, Republic of Korea (hereinafter referred to as “YUIF”), and _____________, having a principal place of business at ___________________________________ (hereinafter referred to as “INSTITUTION”), collectively known as “The Parties” or “Both Parties”.

RECITALS

WHEREAS, the Parties desire to establish a collaboration for ____________________________

___________________________________________________________________________.

NOW THEREFORE, in consideration of the forgoing with the covenants and premises contained herein, the parties agree as follows:

ARTICLE 1

COLLABORATIVE RESEARCH

1.1  The primary purpose of the Collaboration is to conduct research toward ___________________________________________ with the Research Time Schedule as set forth in Appendix A. To that end, it is contemplated by the Parties that:

(a)  YUIF will have responsibility for ____________________________;

(b)  INSTITUTION will have responsibility for ____________________________; and,

(c)  YUIF and INSTITUTION will share responsibility for providing with each other research results obtained from the Collaboration.

1.2 ______________ will have responsibility for the amount and time schedule of Budget for the Collaboration as set forth in Appendix B.

ARTICLE 2

TERM

The term of the Agreement commences upon the Effective Date and terminates on _______________. The term may be extended by written agreement of both Parties.

ARTICLE 3

RESEARCH RESULTS, INVENTORSHIP AND OWNERSHIP

3.1 The research results obtained under this Agreement (hereinafter referred to as “The research results”) mean the results in the scope of Appendix A under this Agreement.

3.2 The Intellectual Property Rights for the research results obtained under this Agreement shall be solely owned by YUIF. YUIF solely has ownership for the Intellectual Property Rights including rights in relation to patents, patent applications, copyright, trade marks, designs, business and domain names, trade secrets, know how and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields (including the right to apply for registration of any such rights).

3.3   YUIF does not warrant that the research results will not infringe on the intellectual property rights of third parties such as patents.

ARTICLE 4

INTELLECTUAL PROPERTY RIGHTS

4.1  Intellectual Property Rights of the Parties filed or owned prior to the Effective date of this Agreement are the sole properties of each of the Parties, and are not affected by this Agreement. Neither party shall have any claims to or rights in pre-filed or registered Intellectual Property Rights of the other party. Intellectual Property Rights include patents,Trademarks,designpatents,copyrights,plantrightsandanytypesofIntellectualpropertyrights (includinganydivisions,continuations,continuationsinpart,renewals,reissues,extensions,supplementaryprotectioncertificates,utilitymodelsandforeignequivalentsthereof)andrightswithrespecttoapplicationsandregistrationofanysuchrights.

4.2  YUIF shall have sole responsibility for filing, prosecution, and maintenance of Intellectual Property rights for the research results in Republic of Korea and other all countries. In the event that a researcher in INSTITUTION is titled as inventors, originators, designers, authors or writers in Intellectual Property Right applications or Intellectual Property Rights, INSTITUTION shall be provided all serial numbers and filing dates as well as copies of all applications, issued Intellectual Property Rights, and Intellectual Property Right  prosecution actions, responses and other communications with the Korean Intellectual Property Office other offices or organizations dealing Intellectual Property in Republic of Korea and foreign offices.

ARTICLE 5

LICENSING

5.1  YUIF shall have sole responsibility for licensing the Intellectual Property rights to grant licenses and options under the Intellectual Property Rights.

5.2  YUIF may consult with INSTITUTION regarding licensing the intellectual Property rights in other countries than Republic of Korea in order to determine countries in which INSTITUTION is desirous to have responsibility for licensing the Intellectual Property rights. Upon the determination, INSTITUTION shall have sole responsibility for licensing the Intellectual Property rights to grant licenses in the countries.

5.3  In the event that INSTITUTION intends to license-in the Intellectual Property rights and notify YUIF of its intention, YUIF shall offer the right of first refusal for six (6) months to the INSTITUTION.

ARTICLE 6

CONFIDENTIALITY

6.1 All information, data, results, inventions, trade secrets, techniques, material, drawings or compositions of matter of any type or kind, including without limitation all know-how and all other scientific, pre-clinical, regulatory, manufacturing, marketing, personnel, financial, legal, and commercial information or data, whether communicated in writing, orally, or by any other method, disclosed by one Party to the other Party hereunder (“Confidential Information”) shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the disclosing Party, except to the extent that the receiving Party can demonstrate by competent written evidence that such information.

(a) is known by the receiving Party at the time of its receipt and, not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;

(b) is in the public domain other than as a result of any breach of this Agreement by the receiving Party;

(c) is subsequently disclosed to the receiving Party on a non-confidential basis by a Third Party who may lawfully do so;

(d) is independently discovered or developed by the receiving Party without the use of Confidential Information provided by the disclosing Party, as documented by the receiving Party’s business records;

(e) is lawfully known to the receiving Party from a source other than the disclosing Party without obligations of confidentiality (as evidenced by written records); or

(f) is required to disclose by government or court order, provided that the receiving Party gives the disclosing Party a prompt notice of the order and reasonably cooperate with the disclosing Party to protect the confidentiality of the Confidential Information.

The obligations of each party for Confidential Information shall continue for a period of five (5) years from the Effective Date:

6.2  Neither party shall, without the prior written consent of the other, disclose the specific terms and conditions of this Agreement. Neither party shall originate any news release or other public announcement, written or oral relating to this Agreement, without the prior written consent of the other party.

6.3  Neither party will use the name of the other of the name of any employee of the other, of any adaptation of such names, on any advertising, promotional, or sales literature without obtaining the prior written consent form the other party.

6.4  Each Party to this Agreement must faithfully maintain and manage the Confidential Information.

ARTICLE 7

PUBLICATION

Each party will have the right to make a written publication related to research results arising from the Collaborative Research after obtaining a prior written consent of the non-publishing party. The publishing party shall provide the other party with a copy of any manuscript or other proposed publication at least thirty (30) days before it is submitted for publication. The publishing party shall delay submission of any publication at the request of the non-publishing party, for up to an additional sixty (60) days after receipt by the non-publishing party of the proposed publication, in order to permit filing of appropriate Intellectual Property Right applications.

ARTICLE 8

REPORTS

Each party will provide the other party with a written report summarizing the status or results, including research data, research results, research funds and research budget, from the Collaboration within two (2) months after the termination of this Agreement in accordance with Article 2 or 9.

ARTICLE 9

TERMINATION

9.1  Either party may terminate early this Agreement in the event that the other party commits any breach of any material provision herein described and provides any false report and fails to remedy such breach within thirty (30) days after the non-breaching party has given written notice of such breach and of the possibility of early termination of this Agreement.

9.2  In the event that the collaborative research under this Agreement is determined not to make satisfactory progress by agreement of both Parties, either Party may terminate early this Agreement by a written agreement of both Parties.

9.3  Neither party is responsible for any damage or loss of any kind, directly or indirectly, resulting from the termination of Article 9.2.

9.4  In the event this Agreement is terminated for any reasons, both Party shall settle the Budget for the Collaboration as set forth in Appendix B with referring to the Budget executed. For example, a Party shall pay a deficit to the other Party or pay the balance to the other Party.

9.5  In the event this Agreement is terminated under Article 9.1, a Party shall indemnify and hold harmless the other Party from and against all losses, liabilities, damages, or injuries and expenses incurred in connection with causes of Article 9.1.

ARTICLE 10

DISPUTE RESOLUTION

10.1  In the event of any dispute arising under the Agreement, the parties shall settle the dispute through bona fide negotiation between the parties.

10.2  In the event that such negotiations fail to result in a settlement within six (6) months, the parties agree to settle such dispute by arbitration in the Korean Commercial Arbitration Board on Republic of Korea in accordance with its applicable rules of arbitration. The award rendered by the arbitrator shall be final and binding upon both parties concerned.

ARTICLE 11

MISCELLANEOUS

11.1  Language

.  The official text of this Agreement or any communication required by this Agreement, shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any other translation into any other language.

11.2  Compliance with Laws.  Each Party shall carry out its activities pursuant to this Agreement in compliance with all applicable supranational, national, state, provincial and other local laws, rules, regulations and guidelines.

11.3  Assignment.  Neither Party will assign its rights or duties under this Agreement to any Third Party without the prior express written consent of the other Party, which shall not be unreasonably withheld.

11.4  Force Majeure.  Neither Party shall be liable for any delay or failure of performance to the extent such delay or failure is caused by circumstances beyond its reasonable control and that by exercise of due diligence it is unable to prevent, provided that the Party claiming excuse immediately notifies the other Party and uses and continues to use commercially reasonable efforts to overcome the same.

11.5  Limitation of Liability.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS, AFFILIATES OR SUBLICENSEES FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

11.6  Amendments in Writing.  No change shall be made to this Agreement except in writing and signed by the duly authorized representatives of the Parties.

11.7  Entire Agreement; Modification.  This Agreement, including any exhibits expressly named and referenced herein, constitutes the entire agreement and understanding of the Parties and supersedes any prior and contemporaneous agreements or understandings relating to the subject matter hereof. Any modification of this Agreement shall be effective only to the extent it is reduced to writing and signed by a duly authorized representative of each Party hereto.

11.8  Governing Law. This Agreement and any dispute arising from the relationship between the parties to this Agreement, will be governed by laws of the Republic of Republic of Korea, without reference to its conflicts of laws principles.

IN WITNESS of this Agreement, YUIF and INSTITUTION have caused this Agreement to be executed by their duly authorized officers on the dates indicated.

YUIF	INSTITUTION
Signature: _______________________________	Signature: _______________________________
Name: _______________________________ Title: President of University-Industry Foundation, Yonsei University	Name: _______________________________ Title: ______________________________
Date: ______________________________ PI Signature: _______________________________ Name: Gil-dong Hong _______________________________ Title: Professor ______________________________ Date: _______________________________	Date: ______________________________

Appendix A

Project Description

[별지 12]                         * 연구결과 지식재산권이 연세대학교 단독소유일 때 사용

Collaborative Research Agreement

This Agreement is effective as of MM/DD/YYYY (the “Effective Date”) by and between University-Industry Foundation, Yonsei University, having a principal place of business at 50, Yonsei-ro, Seodaemun-gu, Seoul, Republic of Korea (hereinafter referred to as “YUIF”), and _____________, having a principal place of business at ___________________________________ (hereinafter referred to as “INSTITUTION”), collectively known as “The Parties” or “Both Parties”.

RECITALS

WHEREAS, the Parties desire to establish a collaboration for ____________________________

___________________________________________________________________________.

NOW THEREFORE, in consideration of the forgoing with the covenants and premises contained herein, the parties agree as follows:

ARTICLE 1

COLLABORATIVE RESEARCH

1.1  The primary purpose of the Collaboration is to conduct research toward ___________________________________________ with the Research Time Schedule as set forth in Appendix A. To that end, it is contemplated by the Parties that:

(a)  YUIF will have responsibility for ____________________________;

(b)  INSTITUTION will have responsibility for ____________________________; and,

(c)  YUIF and INSTITUTION will share responsibility for providing with each other research results obtained from the Collaboration.

1.2 ______________ will have responsibility for the amount and time schedule of Budget for the Collaboration as set forth in Appendix B.

ARTICLE 2

TERM

The term of the Agreement commences upon the Effective Date and terminates on _______________. The term may be extended by written agreement of both Parties.

ARTICLE 3

RESEARCH RESULTS, INVENTORSHIP AND OWNERSHIP

3.1 The research results obtained under this Agreement (hereinafter referred to as “The research results”) mean the results in the scope of Appendix A under this Agreement.

3.2 The Intellectual Property Rights for the research results obtained under this Agreement shall be solely owned by YUIF. YUIF solely has ownership for the Intellectual Property Rights including rights in relation to patents, patent applications, copyright, trade marks, designs, business and domain names, trade secrets, know how and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields (including the right to apply for registration of any such rights).

3.3   YUIF does not warrant that the research results will not infringe on the intellectual property rights of third parties such as patents.

ARTICLE 4

INTELLECTUAL PROPERTY RIGHTS

4.1  Intellectual Property Rights of the Parties filed or owned prior to the Effective date of this Agreement are the sole properties of each of the Parties, and are not affected by this Agreement. Neither party shall have any claims to or rights in pre-filed or registered Intellectual Property Rights of the other party. Intellectual Property Rights include patents,Trademarks,designpatents,copyrights,plantrightsandanytypesofIntellectualpropertyrights (includinganydivisions,continuations,continuationsinpart,renewals,reissues,extensions,supplementaryprotectioncertificates,utilitymodelsandforeignequivalentsthereof)andrightswithrespecttoapplicationsandregistrationofanysuchrights.

4.2  YUIF shall have sole responsibility for filing, prosecution, and maintenance of Intellectual Property rights for the research results in Republic of Korea and other all countries. In the event that a researcher in INSTITUTION is titled as inventors, originators, designers, authors or writers in Intellectual Property Right applications or Intellectual Property Rights, INSTITUTION shall be provided all serial numbers and filing dates as well as copies of all applications, issued Intellectual Property Rights, and Intellectual Property Right  prosecution actions, responses and other communications with the Korean Intellectual Property Office other offices or organizations dealing Intellectual Property in Republic of Korea and foreign offices.

ARTICLE 5

LICENSING

5.1  YUIF shall have sole responsibility for licensing the Intellectual Property rights to grant licenses and options under the Intellectual Property Rights.

5.2  YUIF may consult with INSTITUTION regarding licensing the intellectual Property rights in other countries than Republic of Korea in order to determine countries in which INSTITUTION is desirous to have responsibility for licensing the Intellectual Property rights. Upon the determination, INSTITUTION shall have sole responsibility for licensing the Intellectual Property rights to grant licenses in the countries.

5.3  In the event that INSTITUTION intends to license-in the Intellectual Property rights and notify YUIF of its intention, YUIF shall offer the right of first refusal for six (6) months to the INSTITUTION.

ARTICLE 6

CONFIDENTIALITY

6.1 All information, data, results, inventions, trade secrets, techniques, material, drawings or compositions of matter of any type or kind, including without limitation all know-how and all other scientific, pre-clinical, regulatory, manufacturing, marketing, personnel, financial, legal, and commercial information or data, whether communicated in writing, orally, or by any other method, disclosed by one Party to the other Party hereunder (“Confidential Information”) shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the disclosing Party, except to the extent that the receiving Party can demonstrate by competent written evidence that such information.

(a) is known by the receiving Party at the time of its receipt and, not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;

(b) is in the public domain other than as a result of any breach of this Agreement by the receiving Party;

(c) is subsequently disclosed to the receiving Party on a non-confidential basis by a Third Party who may lawfully do so;

(d) is independently discovered or developed by the receiving Party without the use of Confidential Information provided by the disclosing Party, as documented by the receiving Party’s business records;

(e) is lawfully known to the receiving Party from a source other than the disclosing Party without obligations of confidentiality (as evidenced by written records); or

(f) is required to disclose by government or court order, provided that the receiving Party gives the disclosing Party a prompt notice of the order and reasonably cooperate with the disclosing Party to protect the confidentiality of the Confidential Information.

The obligations of each party for Confidential Information shall continue for a period of five (5) years from the Effective Date:

6.2  Neither party shall, without the prior written consent of the other, disclose the specific terms and conditions of this Agreement. Neither party shall originate any news release or other public announcement, written or oral relating to this Agreement, without the prior written consent of the other party.

6.3  Neither party will use the name of the other of the name of any employee of the other, of any adaptation of such names, on any advertising, promotional, or sales literature without obtaining the prior written consent form the other party.

6.4  Each Party to this Agreement must faithfully maintain and manage the Confidential Information.

ARTICLE 7

PUBLICATION

Each party will have the right to make a written publication related to research results arising from the Collaborative Research after obtaining a prior written consent of the non-publishing party. The publishing party shall provide the other party with a copy of any manuscript or other proposed publication at least thirty (30) days before it is submitted for publication. The publishing party shall delay submission of any publication at the request of the non-publishing party, for up to an additional sixty (60) days after receipt by the non-publishing party of the proposed publication, in order to permit filing of appropriate Intellectual Property Right applications.

ARTICLE 8

REPORTS

Each party will provide the other party with a written report summarizing the status or results, including research data, research results, research funds and research budget, from the Collaboration within two (2) months after the termination of this Agreement in accordance with Article 2 or 9.

ARTICLE 9

TERMINATION

9.1  Either party may terminate early this Agreement in the event that the other party commits any breach of any material provision herein described and provides any false report and fails to remedy such breach within thirty (30) days after the non-breaching party has given written notice of such breach and of the possibility of early termination of this Agreement.

9.2  In the event that the collaborative research under this Agreement is determined not to make satisfactory progress by agreement of both Parties, either Party may terminate early this Agreement by a written agreement of both Parties.

9.3  Neither party is responsible for any damage or loss of any kind, directly or indirectly, resulting from the termination of Article 9.2.

9.4  In the event this Agreement is terminated for any reasons, both Party shall settle the Budget for the Collaboration as set forth in Appendix B with referring to the Budget executed. For example, a Party shall pay a deficit to the other Party or pay the balance to the other Party.

9.5  In the event this Agreement is terminated under Article 9.1, a Party shall indemnify and hold harmless the other Party from and against all losses, liabilities, damages, or injuries and expenses incurred in connection with causes of Article 9.1.

ARTICLE 10

DISPUTE RESOLUTION

10.1  In the event of any dispute arising under the Agreement, the parties shall settle the dispute through bona fide negotiation between the parties.

10.2  In the event that such negotiations fail to result in a settlement within six (6) months, the parties agree to settle such dispute by arbitration in the Korean Commercial Arbitration Board on Republic of Korea in accordance with its applicable rules of arbitration. The award rendered by the arbitrator shall be final and binding upon both parties concerned.

ARTICLE 11

MISCELLANEOUS

11.1  Language

.  The official text of this Agreement or any communication required by this Agreement, shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any other translation into any other language.

11.2  Compliance with Laws.  Each Party shall carry out its activities pursuant to this Agreement in compliance with all applicable supranational, national, state, provincial and other local laws, rules, regulations and guidelines.

11.3  Assignment.  Neither Party will assign its rights or duties under this Agreement to any Third Party without the prior express written consent of the other Party, which shall not be unreasonably withheld.

11.4  Force Majeure.  Neither Party shall be liable for any delay or failure of performance to the extent such delay or failure is caused by circumstances beyond its reasonable control and that by exercise of due diligence it is unable to prevent, provided that the Party claiming excuse immediately notifies the other Party and uses and continues to use commercially reasonable efforts to overcome the same.

11.5  Limitation of Liability.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS, AFFILIATES OR SUBLICENSEES FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

11.6  Amendments in Writing.  No change shall be made to this Agreement except in writing and signed by the duly authorized representatives of the Parties.

11.7  Entire Agreement; Modification.  This Agreement, including any exhibits expressly named and referenced herein, constitutes the entire agreement and understanding of the Parties and supersedes any prior and contemporaneous agreements or understandings relating to the subject matter hereof. Any modification of this Agreement shall be effective only to the extent it is reduced to writing and signed by a duly authorized representative of each Party hereto.

11.8  Governing Law. This Agreement and any dispute arising from the relationship between the parties to this Agreement, will be governed by laws of the Republic of Republic of Korea, without reference to its conflicts of laws principles.

IN WITNESS of this Agreement, YUIF and INSTITUTION have caused this Agreement to be executed by their duly authorized officers on the dates indicated.

YUIF	INSTITUTION
Signature: _______________________________	Signature: _______________________________
Name: _______________________________ Title: President of University-Industry Foundation, Yonsei University	Name: _______________________________ Title: ______________________________
Date: ______________________________ PI Signature: _______________________________ Name: Gil-dong Hong _______________________________ Title: Professor ______________________________ Date: _______________________________	Date: ______________________________

Appendix A

Project Description

[별지 13]                               * 연구결과 지식재산권이 학교와 공동소유일 때

Collaborative Research Agreement

This Agreement is effective as of MM/DD/YYYY (the “Effective Date”) by and between University-Industry Foundation, Yonsei University, having a principal place of 50, Yonsei-ro, Seodaemun-gu, Seoul, Republic of Korea (hereinafter referred to as “YUIF”), and ____________, having a principal place of business at _______________________________ (hereinafter referred to as “INSTITUTION”), collectively known as “The Parties” or “Both Parties”.

RECITALS

WHEREAS, the Parties desire to establish a collaboration for ______________________

__________________________________________________________________________.

NOW THEREFORE, in consideration of the forgoing with the covenants and premises contained herein, the parties agree as follows:

ARTICLE 1

COLLABORATIVE RESEARCH

1.1  The primary purpose of the Collaboration is to conduct research toward ___________________________________________ with the Research Time Schedule as set forth in Appendix A. To that end, it is contemplated by the Parties that:

(a)  YUIF will have responsibility for ____________________________;

(b)  INSTITUTION will have responsibility for ____________________________; and,

(c)  YUIF and INSTITUTION will share responsibility for providing with each other research results obtained from the Collaboration.

1.2  ______________will have responsibility for the amount and time schedule of Budget for the Collaboration as set forth in Appendix B.

ARTICLE 2

TERM

The term of the Agreement commences upon the Effective Date and terminates on _______________. The term may be extended by written agreement of both Parties.

ARTICLE 3

RESEARCH RESULTS, INVENTORSHIP AND OWNERSHIP

The Intellectual Property Rights for the research results obtained under this Agreement shall be jointly owned by both Parties.

3.1 The research results obtained under this Agreement (hereinafter referred to as “The research results”) mean the results in the scope of Appendix A under this Agreement.

3.2  Both Parties jointly have ownership for the Intellectual Property Rights(hereinafter referred to as “Intellectual Property Rights”) including rights in relation to patents, patent applications, copyrights, trademarks, trademark applications, design patents, design patent applications, business and domain names, trade secrets, know-how  and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields (including the right to apply for registration of any such rights).

3.3   YUIF does not warrant that the research results will not infringe on the intellectual property rights of third parties such as patents

ARTICLE 4

INTELLECTUAL PROPERTY RIGHTS

4.1 Intellectual Property Rights of the Parties filed or owned prior to the Effective date of this Agreement or created, made, developed or invented independently by the Parties no related to this Agreement are the sole properties of each of the Parties, and are not affected by this Agreement. Neither party shall have any claims to or rights in such pre-filed or registered Intellectual Property Rights of the other party. Intellectual Property Rights include patents, trademarks, design patents, copyrights, plant rights and any types of Intellectual property rights (including any divisions, continuations, continuations in part, renewals, reissues, extensions, supplementary protection certificates, utility models and foreign equivalents thereof) and rights with respect to patent applications and patent registration of any such rights.

4.2  YUIF shall have sole responsibility for filing, prosecution, and maintenance of Intellectual Property Rights for its sole developments or inventions set forth in Article 4.1. INSTITUTION shall have sole responsibility for filing, prosecution, and maintenance of Intellectual Property Rights for its sole developments or inventions set forth in Article 4.1. With regard to the joint developments or inventions set forth in Article 4.1, YUIF shall have sole responsibility for filing, prosecution, and maintenance of patent rights in Republic of Korea, INSTITUTION shall have sole responsibility for filing, prosecution, and maintenance of Intellectual Property Rights its territory, and YUIF and INSTITUTION shall discuss with each other about responsibility for filing, prosecution, and maintenance of patent rights in countries other than Republic of Korea and INSTITUTION’s territory. YUIF and INSTITUTION each shall be provided all serial numbers and filing dates as well as copies of all applications, issued Intellectual Property Rights, and Intellectual Property Right prosecution actions, responses and other communications with the Korean Intellectual Property Office, other offices or organizations dealing Intellectual Property in Republic of Korea, foreign offices and INSTITUTION’s country.

4.3  In the event that Intellectual Property Rights or Intellectual Property Right applications are solely developed or invented by a Party, those shall be solely owned by the developing or inventing Party. In the event that Intellectual Property Rights or Intellectual Property Right are jointly developed or invented by a Party, those shall be jointly owned by both Parties.

ARTICLE 5

LICENSING

5.1  YUIF shall have sole responsibility for licensing the Intellectual Property Rights and INSTITUTION hereby appoints YUIF as its exclusive agent to grant licenses and options under the Intellectual Property Rights. YUIF agrees to use diligent efforts to license the Intellectual Property Rights in a commercially reasonable manner and in furtherance of the public interest. The mere failure of YUIF to consummate a license(s) shall not be deemed a breach of its obligations under this Agreement.

5.2  YUIF shall keep INSTITUTION reasonably informed of its licensing efforts and, promptly upon notice that license negotiations are underway. INSTITUTION shall have the right to review, comment upon, and approve a substantially final draft of any license/option agreement or amendment thereto. Such approval shall not be unreasonably withheld or delayed. INSTITUTION agrees that if it does not provide objections or comments within fifteen (15) business days of its receipt of the agreement, INSTITUTION shall be deemed to have approved it.

5.3  YUIF will provide INSTITUTION with signed copies of all License Agreements issued within one-hundred and twenty days (120) days of such issuance.

5.4  Commencing after the first receipt of Income by YUIF from Licensing of Joint Invention and continuing for as long as this Agreement is in effect, YUIF will pay to INSTITUTION an agreed percentage of net income from licensing only if INSTITUTION is involved in patent applications or patents as patent owner. The agreed percentage of net income may be determined in considering a share of the owners for the Joint Patents or Patent Application, patent prosecution expenses and expenses rendered to licensing.

5.5  In instances where YUIF is no longer interested in licensing in a certain country, YUIF shall consult with INSTITUTION regarding it in order to determine whether INSTITUTION has responsibility for licensing in the country. If INSTITUTION does so, INSTITUTION will pay to YUIF an agreed percentage of net income from licensing only if YUIF is involved in patent applications or patents as patent owner. The agreed percentage of net income may be determined in considering a share of the owners for the Joint Patents or Patent Application, patent prosecution expenses and expenses rendered to licensing.

5.6  In the event that INSTITUTION intends to license-in a share of YUIF for the Joint Patents or Patent Application and notify YUIF of its intention, YUIF shall offer the right of first refusal for six (6) months to the INSTITUTION.

ARTICLE 6

CONFIDENTIALITY

6.1 All information, data, results, inventions, trade secrets, techniques, material, drawings or compositions of matter of any type or kind, including without limitation all know-how and all other scientific, pre-clinical, regulatory, manufacturing, marketing, personnel, financial, legal, and commercial information or data, whether communicated in writing, orally, or by any other method, disclosed by one Party to the other Party hereunder (“Confidential Information”) shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the disclosing Party, except to the extent that the receiving Party can demonstrate by competent written evidence that such information:

(a) is known by the receiving Party at the time of its receipt and, not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;

(b) is in the public domain other than as a result of any breach of this Agreement by the receiving Party;

(c) is subsequently disclosed to the receiving Party on a non-confidential basis by a Third Party who may lawfully do so;

(d) is independently discovered or developed by the receiving Party without the use of Confidential Information provided by the disclosing Party, as documented by the receiving Party’s business records;

(e) is lawfully known to the receiving Party from a source other than the disclosing Party without obligations of confidentiality (as evidenced by written records); or

(f) is required to disclose by government or court order, provided that the receiving Party gives the disclosing Party a prompt notice of the order and reasonably cooperate with the disclosing Party to protect the confidentiality of the Confidential Information.

The obligations of each party for Confidential Information shall continue for a period of five (5) years from the Effective Date.

6.2  Neither party shall, without the prior written consent of the other, disclose the specific terms and conditions of this Agreement. Neither party shall originate any news release or other public announcement, written or oral relating to this Agreement, without the prior written consent of the other party.

6.3  Neither party will use the name of the other of the name of any employee of the other, of any adaptation of such names, on any advertising, promotional, or sales literature without obtaining the prior written consent form the other party.

6.4  Each Party to this Agreement must faithfully maintain and manage the Confidential Information.

ARTICLE 7

PUBLICATION

Each party will have the right to make a written publication related to research results arising from the Collaborative Research after obtaining a prior written consent of the non-publishing party. The publishing party shall provide the other party with a copy of any manuscript or other proposed publication at least thirty (30) days before it is submitted for publication. The publishing party shall delay submission of any publication at the request of the non-publishing party, for up to an additional sixty (60) days after receipt by the non-publishing party of the proposed publication, in order to permit filing of appropriate patent applications.

ARTICLE 8

REPORTS

Each party will provide the other party with a written report summarizing the status or results, including research data, research results, research funds and research budget, from the Collaboration within two (2) months after the termination of this Agreement in accordance with Article 2 or 9.

ARTICLE 9

TERMINATION

9.1  Either party may terminate early this Agreement in the event that the other party commits any breach of any material provision herein described and provides any false report and fails to remedy such breach within thirty (30) days after the non-breaching party has given written notice of such breach and of the possibility of early termination of this Agreement.

9.2  In the event that the collaborative research under this Agreement is determined not to make satisfactory progress by agreement of both Parties, either Party may terminate early this Agreement by a written agreement of both Parties.

9.3  Neither party is responsible for any damage or loss of any kind, directly or indirectly, resulting from the termination of Article 9.2.

9.4  In the event this Agreement is terminated for any reasons, both Party shall settle the Budget for the Collaboration as set forth in Appendix B with referring to the Budget executed. For example, a Party shall pay a deficit to the other Party or pay the balance to the other Party.

9.5  In the event this Agreement is terminated under Article 9.1, a Party shall indemnify and hold harmless the other Party from and against all losses, liabilities, damages, or injuries and expenses incurred in connection with causes of Article 9.1.

ARTICLE 10

DISPUTE RESOLUTION

10.1  In the event of any dispute arising under the Agreement, the parties shall settle the dispute through bona fide negotiation between the parties.

10.2  In the event that such negotiations fail to result in a settlement within six (6) months, the parties agree to settle such dispute by arbitration in the Korean Commercial Arbitration Board on Republic of Korea in accordance with its applicable rules of arbitration. The award rendered by the arbitrator shall be final and binding upon both parties concerned.

ARTICLE 11

MISCELLANEOUS

11.1  Language

.  The official text of this Agreement or any communication required by this Agreement, shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any other translation into any other language.

11.2  Compliance with Laws.  Each Party shall carry out its activities pursuant to this Agreement in compliance with all applicable supranational, national, state, provincial and other local laws, rules, regulations and guidelines.

11.3  Assignment.  Neither Party will assign its rights or duties under this Agreement to any Third Party without the prior express written consent of the other Party, which shall not be unreasonably withheld.

11.4  Force Majeure.  Neither Party shall be liable for any delay or failure of performance to the extent such delay or failure is caused by circumstances beyond its reasonable control and that by exercise of due diligence it is unable to prevent, provided that the Party claiming excuse immediately notifies the other Party and uses and continues to use commercially reasonable efforts to overcome the same.

11.5  Limitation of Liability.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS, AFFILIATES OR SUBLICENSEES FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

11.6  Amendments in Writing.  No change shall be made to this Agreement except in writing and signed by the duly authorized representatives of the Parties.

11.7  Entire Agreement; Modification.  This Agreement, including any exhibits expressly named and referenced herein, constitutes the entire agreement and understanding of the Parties and supersedes any prior and contemporaneous agreements or understandings relating to the subject matter hereof. Any modification of this Agreement shall be effective only to the extent it is reduced to writing and signed by a duly authorized representative of each Party hereto.

11.8  Governing Law. This Agreement and any dispute arising from the relationship between the parties to this Agreement, will be governed by laws of the Republic of Republic of Korea, without reference to its conflicts of laws principles.

IN WITNESS of this Agreement, YUIF and INSTITUTION have caused this Agreement to be executed by their duly authorized officers on the dates indicated.

YUIF	INSTITUTION
Signature: _______________________________	Signature: _______________________________
Name: _______________________________ Title: President of University-Industry Foundation, Yonsei University	Name: _______________________________ Title: ______________________________
Date: ______________________________ PI Signature: _______________________________ Name: Gil-dong Hong _______________________________ Title: Professor ______________________________ Date: _______________________________	Date: ______________________________

Appendix A

Project Description

Appendix B

Budget for Collaboration

PROPOSAL BUDGET FORM
ORGANIZATION (UNIVERSITY or SUB-CONTRACTOR) University-Industry Foundation, Yonsei University	PERIOD OF BUDGET (Year 1, 2 or 3, etc.)

A. PERSONNEL COSTS	Salary per month	Period of Participation	Subtotal Funds
1. Professor
2. Assistant Professor
3. Students
Total A Funds

B. DIRECT COSTS	Funds
1. Equipment
2. Travel and related expenses
3. Meeting
4. Materials
5. Incentive
Total B Funds

C. INDIRECT COSTS (OVERHEAD) - 10% of Total Budget(A+B+C)

[별지 14] 비밀유지계약서

CONFIDENTIAL DISCLOSURE AGREEMENT

THIS AGREEMENT (“Agreement”), effective as of the ____ day of ______, ______ (“Effective Date”), by and between University-Industry Foundation, Yonsei University having a principal place of business at 50, Yonsei-ro, Seodaemun-gu, Seoul, Republic of Korea (hereinafter referred to as “YUIF”), and _____________, having a principal place of business at ___________________________________ (“___________”), collectively known as “The Parties”.

WHEREAS, the Parties are the owners of Confidential Information (as hereinafter defined) pertaining to research, development, materials, inventions, technology, and/or business plans, which the Parties consider to be information of value;

WHEREAS, either party (“Disclosing Party”) may elect to disclose certain of such Confidential Information to the other party (“Receiving Party”); and

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties agree as follows:

1.  Definition of Confidential Information:

1.1  The term “Confidential Information” herein shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, including data, know-how, and any other and all subject matter (whether patentable or not) pertaining to the Disclosing Party’s research, inventions, developments, materials, technology, business plans, processes, protocols, and any other elements of the Disclosing Party’s business, designated as Confidential.

1.2 The Confidential Information shall any and all information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing or computer readable file, orally or by inspection of tangible products or materials, designated as “Confidential”, “Proprietary” or some similar designation or which, under the circumstances surrounding disclosure or by the nature of the information, ought to be treated as confidential by the Receiving Party. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as Confidential Information within thirty (30) days after the initial disclosure. The Confidential Information also includes Disclosures in the form of tangible products or materials (including biological materials) must be transmitted to the Receiving Party under the Disclosing Party’s Material Transfer Agreement (MTA) and a written memorandum must be attached to MTA to be considered Confidential Information under this Agreement.

2.  Description of Confidential Information:  The Confidential Information disclosed under this Agreement is described as:

YUIF:_______________________________________________________________       :______________________________________________________________________________

3.  Use of Confidential Information:

3.1 The Receiving Party shall make use of the Confidential Information only for the following purposes:

YUIF: ex. Evaluating the suitability of entering into a business or academic relationship between the Parties

_____ :  ex. Evaluating the suitability of entering into a business or academic relationship between the Parties

4.  Disclosure Period: This Agreement pertains to Confidential Information disclosed by the Parties during one year period beginning with the Effective Date. However, either party may terminate the Disclosure Period at any time by thirty (30) days written notice. The Parties may extend the Disclosure Period by a written agreement.

5.  Confidentiality and Non-use: The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose other than described in paragraph 3. The Receiving Party further agrees not to disclose any Confidential Information of the Disclosing Party to third parties except its employees, agents or consultants to whom it is necessary to disclose the Confidential Information for the purpose described in paragraph 3 and who are under similar obligations of confidentiality and non-use.

6.  Exclusions:  Notwithstanding any other provision of this Agreement, the Receiving Party shall have no obligations to the Disclosing Party with respect to the Confidential Information that:

(a)  was publicly known and generally available in the public domain prior to the time of disclosure by the Disclosing Party;

(b)  is or becomes publicly known and generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party;

(c)  is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as evidenced by the Receiving Party’s files and records prior to the time of disclosure;

(d)  is lawfully obtained by the Receiving Party from a third party having no obligations of confidentiality to the Disclosing Party;

(e)  is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information as evidence by the Receiving Party’s files and records; or

(f)  is required to be disclosed by law, provided that the Party required to make the disclosure takes all reasonable steps to restrict and maintain the confidentiality of such disclosure and provides reasonable notice to the party providing the Confidential Information.

7.  Maintenance of Confidentiality:

7.1 The Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, the Receiving Party shall take at least those measures that it takes to protect its own similar confidential information, but in no case less than reasonable care. In addition, the Receiving Party shall ensure that its employees who have access to Confidential Information of the Disclosing Party have executed a written non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of such Confidential Information to such employees. In the event the Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party may disclose such Confidential Information, provided that the Receiving Party provide the Disclosing Party with reasonable advance notice thereof to enable the Disclosing Party to seek a protective order to prevent such disclosure.

7.2 In order to accomplish the purpose of this Agreement, if either party has to provide the third party with confidential information provided by the other party, it must obtain the written consent of the other party.

7.3 For the purpose of paragraph 7.2 of this Article, the parties shall secure a confidentiality agreement or confidentiality memorandum with the third party who receives the confidential information and provide it to the other party.

8.  No Rights:  Except as specified herein, this Agreement shall not be construed as granting any license or other rights under any patent application, patent, copyright or other proprietary right, or representing any commitment by either Party to enter into any additional agreement, by implication or otherwise, or creating any partnership, joint venture, or agency relationship.

9.  Illegal Intellectual Property Acquisition: In the event that the Receiving Party uses the Confidential Information of the Disclosing Party for filing, applying, registering and acquiring of any intellectual Property Rights without a prior written admission of the Disclosing Party, the Receiving Party is considered to violate this Agreement. In this case, the Receiving Party shall transfer its title, right and interest in and to the any rights regarding to Intellectual Property to the Disclosing Party with no any compensation.

10.  No Warranty: All Confidential Information is provided “As Is”. Each party makes no warranties, express, implied or otherwise, regarding its accuracy, completeness or performance.

11.  ReturnofConfidentialInformation:  The Receiving Party, upon request by the Disclosing Party, shall return promptly all documents and other tangible objects containing or representing Confidential Information of the Disclosing Party and all copies thereof which are in the possession of the Receiving Party, except that the Receiving Party may retain in its confidential files one copy of each item of Confidential Information for use only in monitoring compliance with its obligation, with the prior written consent of the Disclosing Party.

12.  Term: The obligations of each party hereunder shall continue for a period of five (5) years from the Effective Date.

13.  Remedies:  Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.

14.  Amendment:  This Agreement may not be superseded, amended or modified except by written agreement between the Parties hereto.

15.  Assignment: This Agreement and rights thereunder shall not be assigned or transferred, directly or indirectly, in whole or in part, by either party, without the prior written consent of the Parties.

16.  Evaluation:  The Evaluation on Confidential Information of the Disclosing Party in terms of technology shall be made by the Receiving Party within ninety (90) days from disclosure date. The Evaluation Period may be extended by a written agreement between the Parties.

17.  Reports:  The Receiving Party shall provide the Disclosing Party with a final written report summarizing the status or results of the Evaluation stipulated in Article 16 within the evaluation period of Article 16. This period of time may be extended by a written agreement between the Parties.

18. Option Fee: The Receiving Party may pay to the Disclosing Party a noncreditable, nonrefundable Option Fee of _____________ US Dollars ($ ____________) within thirty (30) days from the Effective date. Upon the payment, the Receiving Party shall have the Exclusive Priority during the evaluation period stipulated in Article 16 to understand the confidential Information and its market potential as well as work with the Disclosing Party to create a product. Absent the payment, the Receiving Party shall not have the Exclusive Priority.

19. Dispute resolution

19.1 In the event of any dispute arising under the Agreement, the parties shall settle the dispute through bona fide negotiation between the parties.

19.2 In the event that such negotiations fail to result in a settlement within six (6) months, the parties agree to settle such dispute by arbitration in the Korean Commercial Arbitration Board on Korea in accordance with its applicable rules of arbitration. The award rendered by the arbitrator shall be final and binding upon both parties concerned.

20 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS, AFFILIATES OR SUBLICENSEES FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

21 Governing Law. This Agreement shall be governed by the laws of the Republic of Korea, without reference to conflict of laws principles. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

The Parties hereto have caused this Agreement to be executed on its behalf in duplicate (each of which duplicate shall be deemed to be an original) to be effective on the Effective Date.

YUIF	INSTITUTION
Signature: _______________________________	Signature: _______________________________
Name: _______________________________ Title: President of University-Industry Foundation, Yonsei University	Name: _______________________________ Title: ______________________________
Date: ______________________________ PI Signature: _______________________________ Name: Gil-dong Hong _______________________________ Title: Professor ______________________________ Date: _______________________________	Date: ______________________________

[별지 15] 물질이전계약서                 * 지식재산권이 연세대학교 단독소유일 때 사용

MATERIAL TRANSFER AGREEMENT

This Material Transfer Agreement (“Agreement”) is made by and between University-Industry Foundation, Yonsei University, having a principal place of business at 50, Yonsei-ro, Seodaemun-gu, Seoul, Republic of Korea (hereinafter referred to as “YUIF”) and __________ having a business address at _____________________________________ (hereinafter referred to as “Receiving Party”).

WHEREAS, YUIF has developed and owns the Materials and is desirous of promoting the Materials through corporate partnering or licensing; and

WHEREAS, RECEIVING PARTY is desirous of having the opportunity to evaluate the Materials to determine whether there is a basis for the parties hereto to enter into an academic, a development and/or commercial agreement regarding the Materials; and

WHEREAS, YUIF is willing to transfer or provide the Materials and certain associated information relating to the Material (“Information”) to RECEIVING PARTY, and RECEIVING PARTY is willing to receive the Materials and Information for such evaluation.

NOW, THEREFORE, in order to allow them to collaborate on such transfer and evaluation, the parties hereto agree as follows:

1.  Definitions.  “Materials” means ______________________________________ transferred by YUIF to RECEIVING PARTY, any modifications of the Materials and any mixtures or combinations of the Materials and other substances. “Proposed Use” shall mean the use for technical evaluation purpose only as Appendix A and not for any commercial use.

2.  Title to Materials. YUIF shall own all title and interest in and to the Materials. RECEIVING PARTY shall not imply or represent to any person that it is the owner of the Materials.

3.  Delivery of Materials. Subject to YUIF’s available stock of the Materials, YUIF shall deliver the requested Materials to RECEIVING PARTY within a reasonable period of time after this Agreement is fully-executed by the parties.

4.  Use of Materials.

4.1 As of the date this Agreement is executed by the parties, YUIF grants RECEIVING PARTY a non-exclusive, non-transferable license to use the Materials for technical evaluation purpose only as Appendix A and not for any commercial use.

4.2 RECEIVING PARTY shall use the Materials in compliance with all applicable federal, state and local laws and regulations. RECEIVING PARTY shall not transfer the Materials to any facility not under the control of RECEIVING PARTY, nor transfer the Materials to any person who is not under the immediate and direct supervision of RECEIVING PARTY, nor use the Materials for any use inconsistent with the terms herein, unless prior written permission is obtained from YUIF.

4.3 RECEVING PARTY shall take full responsibility for the receipt, handling, storage, disposal, transfer and use of the Materials within a defined purpose and not claim any liability against YUIF.

5.  Reports.

5.1 RECEIVING PARTY shall provide YUIF a final written report summarizing the status or results of the Proposed Use of the Materials within ninety (90) days from its receipt date. This evaluation period of time may be extended by a written agreement between the parties. The final report may be in the form of a manuscript, abstract, or other publication submission.

5.2 RECEIVING PARTY shall provide YUIF with a copy of any manuscript or other proposed publication at least thirty (30) days before it is submitted for publication and shall inform YUIF of the content of any proposed oral disclosure at least thirty (30) days prior to such disclosure. In accordance with scientific custom, the contribution of YUIF will be expressly noted in all written or oral public disclosures made by RECEIVING PARTY which relate to the Proposed Use.

5.3 RECEIVING PARTY shall delay submission of any publication and any proposed oral disclosures, at the request of YUIF, for up to an additional sixty (60) days after receipt by YUIF of the proposed publication, in order to permit filing of appropriate patent applications. YUIF and RECEIVING PARTY shall hold all such communications in confidence until published. Upon request by YUIF, RECEIVING PARTY shall remove from such presentation YUIF’s confidential or proprietary information.

6.  Intellectual Property.

6.1 RECEIVING PARTY shall promptly disclose in writing to YUIF all intellectual property conceived, reduced to practice or otherwise developed by RECEIVING PARTY with the use of the Materials, including a new use of, improvement or enhancement of the Materials, whether patentable or not (“Intellectual Property”).

6.2 Ownership of any Intellectual Property shall be determined in accordance with the applicable intellectual property laws. In the event RECEIVING PARTY does not intend to, or RECEIVING PARTY fails to prepare, prosecute, and/or apply, register (including divisions, continuations, continuations in part, renewals, reissues, extensions, supplementary protection certificates, utility models and foreign equivalents thereof) the Intellectual Property to which it has rights under the terms of this Agreement, YUIF shall have the right to assume such responsibilities at its own expense and in its respective name and shall solely own any Intellctual Property resulting from YUIF’s efforts.

7.  Disclaimer. The Materials are provided to RECEIVING PARTY “As Is” without warranty of merchantability or fitness for a particular purpose or any other warranty, express or implied. YUIF shall not be liable for any use of the Materials by RECEIVING PARTY or for any loss, claim, damage, or liability of any kind, that may arise from or in connection with this Agreement or from the use, handling or storage of the Materials. Without limitation, YUIF disclaims any representation or warranty that the use of the Materials will not infringe the proprietary rights of any third party.

8.  Confidentiality.  All oral and/or written communications received by RECEIVING PARTY relating to the Materials are, and shall remain, proprietary and confidential to YUIF. Any report submitted to YUIF by RECEIVING PARTY shall remain proprietary and confidential to RECEIVING PARTY. RECEIVING PARTY and YUIF agree to hold all such information in strict confidence and not to disclose such information to any third party or use it for any purpose other than for the Proposed Use, except that the parties shall not be required to maintain the confidentiality of information that (i) is already known to the receiving party at the time of its disclosure by the disclosing party, as evidenced by written records of the receiving party, (ii) has become publicly known and generally available through no wrongful act of the receiving party, (iii) has been received by the receiving party from a third party authorized to make such disclosure, (v) is lawfully known to the receiving Party from a source other than the disclosing Party without obligations of confidentiality (as evidenced by written records), or (vi) is required to disclose by government or court order, provided that the receiving Party gives the disclosing Party a prompt notice of the order and reasonably cooperate with the disclosing Party to protect the confidentiality of the Confidential Information.

9.  Term and Termination.  This Agreement shall have as its effective the date upon which both parties have become signatories hereto and shall terminate two (2) years thereafter. This Agreement may be earlier terminated at any time by any party upon thirty (30) day’s written notice. All unused Materials shall be returned to YUIF or destroyed, at the sole option of YUIF, within ten (10) days following termination, and with written notice of such destruction. Termination shall not affect any rights of any party under Sections 2, 5, 6 and 8.

10. Assignment. Neither Party will assign its rights or duties under this Agreement to any Third Party without the prior express written consent of the other Party, which shall not be unreasonably withheld.

11. Language.  The official text of this Agreement or any communication required by this Agreement, shall be in English. In the event of any dispute concerning the constuction of meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any other translation into any other language.

12. Compliance with Laws.  Each Party shall carry out its activities pursuant to this Agreement in compliance with all applicable supranational, national, state, provincial and other local laws, rules, regulations and guidelines.

13. Amendments.  No modification of this Agreement shall be effective unless the modification is in writing and signed by an authorized representative of each party.

14. Complete Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements relating to the subject matter hereof.

15. Dispute resolution

15.1 In the event of any dispute arising under the Agreement, the parties shall settle the dispute through bona fide negotiation between the parties.

15.2 In the event that such negotiations fail to result in a settlement within six (6) months, the parties agree to settle such dispute by arbitration in the Korean Commercial Arbitration Board on Republic of Korea in accordance with its applicable rules of arbitration. The award rendered by the arbitrator shall be final and binding upon both parties concerned.

16. Force Majeure.  Neither Party shall be liable for any delay or failure of performance to the extent such delay or failure is caused by circumstances beyond its reasonable control and that by exercise of due diligence it is unable to prevent, provided that the Party claiming excuse immediately notifies the other Party and yses and continues to use commercially reasonable efforts to overcome the same.

17. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY. ITS SUCCESSORS, ASSIGNS, AFFILIATES OR SUBLICENSEES FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

18. GoverningLaw. This Agreement and any dispute arising from the relationship between the parties to this Agreement, will be governed by laws of the Republic of Republic of Korea, without reference to its conflicts of laws principles.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the respective dates written below.

YUIF	INSTITUTION
Signature: _______________________________	Signature: _______________________________
Name: _______________________________ Title: President of University-Industry Foundation, Yonsei University	Name: _______________________________ Title: ______________________________
Date: ______________________________ PI Signature: _______________________________ Name: Gil-dong Hong _______________________________ Title: Professor ______________________________ Date: _______________________________	Date: ______________________________

Appendix A

RECIPIENT INSTITUTION (organization and address):

RECIPIENT INVESTIGATOR (name and title and contact number):

RECIPIENT INVESTIGATOR’S SHIPPING ADDRESS & FEDERAL EXPRESS ACCOUNT NUMBER:

DESCRIPTION OF MATERIAL:

TRANSFER FEE ($0 if blank):

YUIF  INVESTIGATOR (name, title, address):

RESEARCH PROJECT (brief description of proposed research):

[별지 16] 물질이전계약서                            * 지식재산권이 공동소유일 때 사용

MATERIAL TRANSFER AGREEMENT

This Material Transfer Agreement (“Agreement”) is made by and between University-Industry Foundation, Yonsei University, having a principal place of business at 50, Yonsei-ro, Seodaemun-gu, Seoul, Republic of Korea (hereinafter referred to as “YUIF”) and __________ having a business address at _____________________________________ (hereinafter referred to as “Receiving Party”).

WHEREAS, YUIF has developed and owns the Materials and is desirous of promoting the Materials through corporate partnering or licensing; and

WHEREAS, RECEIVING PARTY is desirous of having the opportunity to evaluate the Materials to determine whether there is a basis for the parties hereto to enter into an academic, a development and/or commercial agreement regarding the Materials; and

WHEREAS, YUIF is willing to transfer or provide the Materials and certain associated information relating to the Material (“Information”) to RECEIVING PARTY, and RECEIVING PARTY is willing to receive the Materials and Information for such evaluation.

NOW, THEREFORE, in order to allow them to collaborate on such transfer and evaluation, the parties hereto agree as follows:

1.  Definitions.  “Materials” means ______________________________________ transferred by YUIF to RECEIVING PARTY, any modifications of the Materials and any mixtures or combinations of the Materials and other substances. “Proposed Use” shall mean the use for technical evaluation purpose only as Appendix A and not for any commercial use.

2.  Title to Materials. YUIF shall own all title and interest in and to the Materials. RECEIVING PARTY shall not imply or represent to any person that it is the owner of the Materials.

3.  Delivery of Materials. Subject to YUIF’s available stock of the Materials, YUIF shall deliver the requested Materials to RECEIVING PARTY within a reasonable period of time after this Agreement is fully-executed by the parties.

4.  Use of Materials.

4.1 As of the date this Agreement is executed by the parties, YUIF grants RECEIVING PARTY a non-exclusive, non-transferable license to use the Materials for technical evaluation purpose only as Appendix A and not for any commercial use.

4.2 RECEIVING PARTY shall use the Materials in compliance with all applicable federal, state and local laws and regulations. RECEIVING PARTY shall not transfer the Materials to any facility not under the control of RECEIVING PARTY, nor transfer the Materials to any person who is not under the immediate and direct supervision of RECEIVING PARTY, nor use the Materials for any use inconsistent with the terms herein, unless prior written permission is obtained from YUIF.

4.3 RECEVING PARTY shall take full responsibility for the receipt, handling, storage, disposal, transfer and use of the Materials within a defined purpose and not claim any liability against YUIF.

5.  Reports.

5.1 RECEIVING PARTY shall provide YUIF a final written report summarizing the status or results of the Proposed Use of the Materials within ninety (90) days from its receipt date. This evaluation period of time may be extended by a written agreement between the parties. The final report may be in the form of a manuscript, abstract, or other publication submission.

5.2 RECEIVING PARTY shall provide YUIF with a copy of any manuscript or other proposed publication at least thirty (30) days before it is submitted for publication and shall inform YUIF of the content of any proposed oral disclosure at least thirty (30) days prior to such disclosure. In accordance with scientific custom, the contribution of YUIF will be expressly noted in all written or oral public disclosures made by RECEIVING PARTY which relate to the Proposed Use.

5.3 RECEIVING PARTY shall delay submission of any publication and any proposed oral disclosures, at the request of YUIF, for up to an additional sixty (60) days after receipt by YUIF of the proposed publication, in order to permit filing of appropriate patent applications. YUIF and RECEIVING PARTY shall hold all such communications in confidence until published. Upon request by YUIF, RECEIVING PARTY shall remove from such presentation YUIF’s confidential or proprietary information.

6.  Intellectual Property.

6.1 RECEIVING PARTY shall promptly disclose in writing to YUIF all intellectual property conceived, reduced to practice or otherwise developed by RECEIVING PARTY with the use of the Materials, including a new use of, improvement or enhancement of the Materials, whether patentable or not (“Intellectual Property”).

6.2 Ownership of any Intellectual Property shall be jointly owned by YUIF and RECEIVING PARTY. In the event RECEIVING PARTY does not intend to, or RECEIVING PARTY fails to prepare, prosecute, and/or maintain, apply, register (including divisions, continuations, continuations in part, renewals, reissues, extensions, supplementary protection certificates, utility models and foreign equivalents thereof) the Intellectual Property to which it has rights under the terms of this Agreement, YUIF shall have the right to assume such responsibilities at its own expense and in its respective name and shall solely own any Intellectual Property resulting from YUIF’s efforts.

7.  Disclaimer. The Materials are provided to RECEIVING PARTY “As Is” without warranty of merchantability or fitness for a particular purpose or any other warranty, express or implied. YUIF shall not be liable for any use of the Materials by RECEIVING PARTY or for any loss, claim, damage, or liability of any kind, that may arise from or in connection with this Agreement or from the use, handling or storage of the Materials. Without limitation, YUIF disclaims any representation or warranty that the use of the Materials will not infringe the proprietary rights of any third party.

8.  Confidentiality.  All oral and/or written information, data, communications received by RECEIVING PARTY relating to the Materials are, and shall remain, proprietary and confidential to YUIF. Any report submitted to YUIF by RECEIVING PARTY shall remain proprietary and confidential to RECEIVING PARTY. RECEIVING PARTY and YUIF agree to hold all such information in strict confidence and not to disclose such information to any third party or use it for any purpose other than for the Proposed Use, except that the parties shall not be required to maintain the confidentiality of information that (i) is already known to the receiving party at the time of its disclosure by the disclosing party, as evidenced by written records of the receiving party, (ii) has become publicly known and generally available through no wrongful act of the receiving party, (iii) has been received by the receiving party from a third party authorized to make such disclosure, (iv) is independently discovered or developed by the receiving Party without the use of Confidential Information provided by the disclosing Party, as documented by the receiving Party’s business records, (v) is lawfully known to the receiving Party from a source other than the disclosing Party without obligations of confidentiality (as evidenced by written records), or (vi) is required to disclose by government or court order, provided that the receiving Party gives the disclosing Party a prompt notice of the order and reasonably cooperate with the disclosing Party to protect the confidentiality of the Confidential Information.

9.  Term and Termination. This Agreement shall have as its effective the date upon which both parties have become signatories hereto and shall terminate two (2) years thereafter. This Agreement may be earlier terminated at any time by any party upon thirty (30) day’s written notice. All unused Materials shall be returned to YUIF or destroyed, at the sole option of YUIF, within ten (10) days following termination, and with written notice of such destruction. Termination shall not affect any rights of any party under Sections 2, 5, 6 and 8.

10. Assignment. Neither Party will assign its rights or duties under this Agreement to any Third Party without the prior express written consent of the other Party, which shall not be unreasonably withheld.

11 Language

The official text of this Agreement or any communication required by this Agreement, shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any other translation into any other language

12 Compliance with Laws.  Each Party shall carry out its activities pursuant to this Agreement in compliance with all applicable supranational, national, state, provincial and other local laws, rules, regulations and guidelines.

13. Amendments.  No modification of this Agreement shall be effective unless the modification is in writing and signed by an authorized representative of each party.

14. Complete Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements relating to the subject matter hereof.

15. Dispute Resolution

15.1 In the event of any dispute arising under the Agreement, the parties shall settle the dispute through bona fide negotiation between the parties.

15.2 In the event that such negotiations fail to result in a settlement within six (6) months, the parties agree to settle such dispute by arbitration in the Korean Commercial Arbitration Board on Republic of Korea in accordance with its applicable rules of arbitration. The award rendered by the arbitrator shall be final and binding upon both parties concerned.

16 Force Majeure.  Neither Party shall be liable for any delay or failure of performance to the extent such delay or failure is caused by circumstances beyond its reasonable control and that by exercise of due diligence it is unable to prevent, provided that the Party claiming excuse immediately notifies the other Party and uses and continues to use commercially reasonable efforts to overcome the same.

17 Limitation of Liability. Neither party shall be liable to the other party, Its successors, assigns, affiliates or sublicensees for any loss of profits, loss of business, interruption of business, nor for indirect, special or consequential damages of any kind whether under this agreement or otherwise, even if such party has been advised of the possibility of such loss.

18 Governing Law. This Agreement and any dispute arising from the relationship between the parties to this Agreement, will be governed by laws of the Republic of Korea, without reference to its conflicts of laws principles.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the respective dates written below.

YUIF	INSTITUTION
Signature: _______________________________	Signature: _______________________________
Name: _______________________________ Title: President of University-Industry Foundation, Yonsei University	Name: _______________________________ Title: ______________________________
Date: ______________________________ PI Signature: _______________________________ Name: Gil-dong Hong _______________________________ Title: Professor ______________________________ Date: _______________________________	Date: ______________________________

Appendix A

RECIPIENT INSTITUTION (organization and address):

RECIPIENT INVESTIGATOR (name, title and contact number):

RECIPIENT INVESTIGATOR’S SHIPPING ADDRESS & FEDERAL EXPRESS ACCOUNT NUMBER:

DESCRIPTION OF MATERIAL:

TRANSFER FEE ($0 if blank):

YUIF  INVESTIGATOR (name, title, address):

RESEARCH PROJECT (brief description of proposed research):