MEMORANDUM OF UNDERSTANDING BETWEEN INTERNATIONAL SCIENCE AND TECHNOLOGY PARTNERSHIPS CANADA, INC. AND FUNDACAO DE AMPARO A PESQUISA DO ESTADO DE SAO PAULO

MEMORANDUM OF UNDERSTANDING BETWEEN INTERNATIONAL SCIENCE AND TECHNOLOGY PARTNERSHIPS CANADA, INC. AND FUNDACAO DE AMPARO A PESQUISA DO ESTADO DE SAO PAULO

INTERNATIONAL SCIENCE AND TECHNOLOGY PARTNERSHIP CANADA, INC. (hereinafter referred to as "ISTPCANADA") and FUNDACAO DE AMPARO A PESQUISA DO ESTADO DE SAO PAULO (hereinafter referred to as "FAPESP"), together hereinafter referred to as the "Participants";

RECOGNIZING THAT FAPESP is responsible for supporting research in the State of Sao Paulo, Brazil, to foster the scientific and technology development in the state;

RECOGNIZING THAT the primary objective of ISTPCanada is to strengthen Canada's science and technology, business to business relations and ultimately overall economic, trade and political relations with partner countries by providing networking opportunities and funding to support Canadian participation in collaborative research projects and exchanges with counterparts globally;

RECOGNIZING THAT the Participants envisage strengthening market driven research and development cooperation by supporting joint R&D collaborations between research teams in the two jurisdictions and developing partnerships through the interaction and exchange of scientific and technical personnel between the State of Sao Paulo, Brazil, and Canada, based on the principles of friendship, equality and mutual benefits;

RECOGNIZING THAT this Memorandum of Understanding (hereinafter referred to as "MOU") is based on principles of friendship, trust, equality and mutual benefits;

HAVE COME TO THE FOLLOWING UNDERSTANDING:

1. OBJECTIVE

The objective of this MOU is to provide a framework for the joint promotion and support of collaborative R&D projects as well as other interactions and exchanges for the purpose of developing collaborative R&D projects.

2. AREAS OF COOPERATION

The Participants will promote and support collaborative R&D projects as well as other interactions and exchanges for the purpose of developing collaborative R&D projects in research areas as mutually agreed from time to time during the course of this MOU.

3. FORMS OF COOPERATION

The Participants will work together to develop and fund joint projects and activities in the identified areas of common interest. The Participants will select jointly funded collaborative R&D projects through the use of joint calls-for-proposals. Supported projects must receive the approval of both Participants. Other interactions and exchanges for the purpose of developing R&D partnerships leading to R&D projects may be selected through the use of competitive processes or directed by the assigned managers within the Participants.

All activities will be conducted in accordance with the respective laws, statutes, regulations and policies of the Participants' respective countries.

4. Financial Arrangement

The Participants will support their respective side of each jointly approved R&D project and other selected activities subject to their respective limits and operating practices. More specifically, ISTPCanada will support the Canadian side of joint R&D projects and other selected activities and FAPESP will support the State of Sao Paulo side of joint R&D projects and other selected activities.

The Participants recognize that specific cases requiring special financial consideration may arise. In such cases, the Participants may, upon mutual consent expressed in writing, make special financial arrangements.

5. Intellectual Property

The rights to any intellectual property arising from any projects supported by the Participants under this MOU will be dealt with in written contracts or agreements between the Brazilian and Canadian research teams.

The Participants accept not to commence any work on a project which may result in the creation of intellectual property until the Brazilian and Canadian research teams have signed a written contract or agreement respecting the ownership of intellectual property rights.

6. Joint Management of Cooperation

This MOU will be managed through a management committee composed of one representative of each of the Participants. The management committee will report to the Preseident and Chief Executive Officer, ISTPCanada and to the President of FAPESP. The management committee will meet at least once a year to discuss the priorities, development and progress achieved to satisfy mutual interests.

7. Other Activities

This MOU does not preclude the Participants form undertaking activities pursuant to their respective mandates and at their own cost that are not explicitly covered by a specific arrangement between the Participants.

8. Duration and Termination

The MOU will come into effect on the date of the signature and will remain in effect for a period of two (2) years. It may be extended upon concurrence of the Participants expressed in writing.

This MOU can be amended at any time upon concurrence of the Participants expressed in writing.

This MOU can be terminated at any time by either of the Participants by giving three (3) months' written notice in advance to that effect to the other Participant.

Termination of the MOU will not automaticaly terminate all joint R&D projects and other approved activities which may be progress at the time of termination of this MOU. To the extent required and allowed by their respective mandates and operating procedures, Participants may continue to support joint R&D projects and other approved activities.

Signed in triplicate in the English, French and Portuguese languages, each version being equally valid.

 

For INTERNATIONAL SCIENCE AND
TECHNOLOGY PARTNERSHIPS
CANADA INC.
 


Henri Rothschild
President and Chief Executive Officer

 

For FUNDACAO DE AMPARO A
PESQUISA DO ESTADO DE SAO
PAULO
 


Celso Lafer
President

 

October 2, 2009