Collaborative Research Agreement

- 10 -

COLLABORATIVE RESEARCH AGREEMENT

B E T W E EN:

THE UNIVERSITY OF MANITOBA

Winnipeg, Manitoba

R3T 2N2

(the "University")

and

(the “Collaborator")

WHEREAS , an academic staff member, of the University, has experience in the area of .

WHEREAS , a researcher of the Collaborator, has experience in the area of .

WHEREAS the University and the Collaborator desire to participate in a collaborative research project entitled (the “Research Project”).

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein and subject to the terms and conditions set out in this Agreement, the Parties agree to undertake the Research Project as follows:

1. Definitions

Whenever the words and expressions which follow appear in this Agreement, they shall be interpreted according to the definitions given hereafter unless implicitly or explicitly expressed otherwise in the text:

1.1 “Arising Intellectual Property” means, individually and collectively, all Intellectual Property made, conceived or developed during the term of this Agreement and directly resulting from the Research Project carried out hereunder.

1.2 “Background Intellectual Property” means, individually and collectively, all Intellectual Property developed, produced or obtained by a Party outside the scope of the Research Project.

1.3 “Effective Date” means

1.4 “End Date” means .

1.5 “Intellectual Property” means any new and useful art, invention, discovery, innovation, process, product, formulae, software, manufacture or composition of matter, or any new and useful improvement in any art, invention, discovery, innovation, process, product, formulae, software, manufacture or composition of matter, and any industrial and/or intellectual property rights and all such other rights whether or not statutorily protected or capable of being protected under statute.

1.6 “Joint Owner” means a Party who has been determined under the laws of inventorship of Canada to have contributed to the creation of Intellectual Property in such a way that that Party shares in the attribution and ownership rights relating to that Intellectual Property;

1.7 “Party” means the University and the Collaborator individually and “Parties” means the University and the Collaborator together.

2 Research Project

2.1 The respective work of the University and the Collaborator under the Research Project is described in the statement of work attached hereto as Appendix “A” (the “Statement of Work”).

2.2 The principal investigator for the University will be . The principal investigator for the Collaborator will be . Neither party shall perform work outside of the scope of the Statement of Work, unless agreed to in writing by the Parties.

2.3 The Parties intend to contribute, each in its area of expertise, to the Research Project and will act at all times in accordance with the terms and conditions of this Agreement.

3. Term

This Agreement shall become effective on the Effective Date and shall continue in effect until the End Date, unless extended by the mutual agreement of the Parties or terminated in accordance with section 15 of this Agreement.

4. Contributions

4.1 The total monetary contribution from the Collaborator for the Research Project is ($), plus ($) in in-kind contributions as set out in Appendix “B” (the “Budget”). The Collaborator agrees to pay and contribute the said amounts to the University in accordance with the Budget for the Research Project.

4.2 All monetary contributions by the Collaborator shall be made by cheque payable to the "University of Manitoba" and forwarded to: Senior Grant Accountant, Budgets and Grants, 404 Administration Building, University of Manitoba, Winnipeg Manitoba R3T 2N2.

4.3 The total contribution from the University shall be ($) which shall include staff time and other in kind contributions as set out in the Budget.

5. Confidentiality

5.1 The Parties agree that each of them may receive confidential or proprietary information from the other in connection with the Research Project. Each Party agrees, therefore, that such information received from the other, and marked as confidential, (the “Confidential Information”) will not be disclosed to any third party or used for its own purposes without the written consent of the disclosing Party, and that reasonable and prudent practices shall be followed to maintain the Confidential Information in confidence. This prohibition includes but is not limited to, press releases, educational and scientific conferences, promotional materials, government filings, and discussions with lenders, investment bankers, public officials and the media and shall also be subject to Article 8 regarding Publication.

5.2 The Parties agree, if requested in writing by the disclosing Party to return promptly at the completion of the Research Project all copies in any media of any Confidential Information supplied by the other Party, in relation to the Research Project provided that, in the case of fixed storage media, the Confidential Information shall be irretrievably erased after a copy has been provided to the other receiving Party. The obligations of confidentiality shall survive for a period of five (5) years beyond the expiration or earlier termination of this Agreement.

5.3 The obligations of confidentiality set forth in subsection 5.1 hereof, shall not apply to any information which:

(a)  is already known to the receiving Party before receipt from the disclosing Party as evidenced by written records;

(b)  is generally available to the public or becomes publicly known through no fault of the receiving Party;

(c)  is received by the receiving Party from a third Party who had a legal right to disclose without restriction; or

(d)  is developed by the receiving Party independently of and without reference to Confidential Information received from the disclosing Party as evidenced by written records.

(e)  must necessarily be disclosed by either Party to financial institutions or other funding sources to obtain financial assistance, provided that such entities agree to keep the information confidential; and/or

(f)  must necessarily be disclosed by either party to file patent applications with respect to inventions that are part of the Arising Intellectual Property.

5.4 Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure is in response to a valid order of any governmental agency, court or other quasi-judicial or regulatory body of competent jurisdiction, provided however, that the responding Party shall, as promptly and as reasonably possible, give notice to the other Party of the requirement so that the other Party may contest the requirement to provide such Confidential Information.

6. Results of Research Project

6.1 Each Party will keep the other Party informed of research results obtained from its work in connection with the Research Project. Information shared in accordance with this section shall be treated as confidential by the Party to which it is disclosed (even if not identified as confidential by the disclosing Party ), and shall be handled by that Party in accordance with the terms of paragraph 5 above, unless otherwise agreed to in writing by the Parties. Subject to the confidentiality obligations in this section and the publication restrictions in Section 8 herein, following the collaboration, each Party shall have an unrestricted right to use for its own internal non-commercial research and education purposes all research results, including without limitation any Arising Intellectual Property.

7. Intellectual Property Ownership

7.1 Ownership of Background Intellectual Property

7.1.1 The title to any Background Intellectual Property already owned or controlled by a Party, or that is developed, produced or obtained by a Party outside of the scope of the Research Project shall not be affected by this Agreement.

7.1.2 A Party may use Background Intellectual Property already owned or controlled by another Party, and which is disclosed as part of the Research Project, solely for the Research Project and the term of the Research Project. The use of the Background Intellectual Property by a Party shall in no way affect the ownership of that Background Intellectual Property.

7.2 Ownership of Arising Intellectual Property

7.2.1 Arising Intellectual Property conceived and/or reduced to practice entirely by the employee, student or agent of one Party shall vest with that Party in accordance with its applicable policies and collective agreements. Arising Intellectual Property made jointly by employees, students or agents of both Parties shall be jointly owned by the Parties, based on each of their contributions.

7.2.2 Joint Owners shall manage commercialization activities in respect of jointly owned Arising Intellectual Property as per the terms of an inventions management agreement to be negotiated on commercially reasonable terms between the Joint Owners acting in good faith.

7.2.3 Each Party hereby grants to the other Party a non-exclusive fully-paid worldwide, royalty free license to use the Arising Intellectual Property for their own internal research and educational non-commercial purposes and shall ensure that the appropriate and necessary agreements and documents are obtained from their employees, students and/or agents in order to grant such rights of usage.

7.2.4 The University agrees to grant to the Collaborator an option to negotiate an exclusive royalty bearing license to make, use or sell any Arising Intellectual Property owned by the University. The Collaborator shall have three (3) months from disclosure of any Arising Intellectual Property to notify the University of its desire to enter into such license which agreement shall be negotiated in good faith within a period not to exceed six (6) months from the Collaborator’s notification of its intention to exercise said option or such period of time as the parties may mutually agree.

OPTION A: include exclude

7.2.5 The Collaborator agrees to grant to the University an option to negotiate an exclusive royalty bearing license to make, use or sell any Arising Intellectual Property owned by. The University shall have three (3) months from disclosure of any Arising Intellectual Property to notify the University of its desire to enter into such license which agreement shall be negotiated in good faith within a period not to exceed six (6) months from the University notification of its intention to exercise said option or such period of time as the parties may mutually agree.

OPTION B: include exclude

8. Publication

8.1 Both the University and the Collaborator acknowledge and agree to the importance of publishing articles in appropriate academic journals or other venues as well as students having the freedom to defend a thesis without delay.

8.2 If the results of the Research Project will be jointly published however, authorship of results of the Research Project will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the research results being published. If a proposed publication is not a joint publication, the Party wishing to make the publication shall provide a copy of the manuscript or abstract to the other Party at least thirty (30) days prior to publication to allow the other Party an opportunity to protect its Intellectual Property that might be disclosed by the manuscript or abstract. In addition, a Party will not publish Confidential Information received from the other Party (not to include information and data generated by that Party in the course of the Research Project) without such other party’s consent, which shall not be unreasonably withheld or denied. Once the research results of the Research Project have been published, the confidentiality restrictions of this Agreement shall no longer apply to such information.

8.3 The Parties acknowledge and accept that one or more master’s theses or one or more doctoral theses may be generated within the framework of the Research Project. Notwithstanding any provision of this Agreement, students involved in the Research Project shall retain copyright in respect of their master’s theses or doctoral theses. The Parties agree that no delay on dissemination of theses (including making it available in the library system or online) may be imposed.

9. Publicity

9.1 Neither Party will use the name of the other in any publication, promotion or advertisement with respect to the Research Project or its results, without the prior written consent of the other except that both Parties may publish the title of the Research Project, the name of the other Party, the value of the Agreement, and the name(s) of the Principal Investigator(s) in its internal records and reports regarding research funding.

10. Equipment

10.1 All materials, supplies and equipment purchased for this Research Project with funds provided under this Agreement, shall remain the property of the University after completion of the Research Project.

11. Indemnification

11.1 Each Party shall be responsible for all losses, costs, damages and expenses of any nature whatsoever, that it may suffer for any reasons whatsoever, or arising from or in any way whatsoever attributable to the present Agreement and/or the Research Project unless said losses, costs damages, and expenses arise from an act of negligence or wilful misconduct of the other Party or of its employees, agents and/or subcontractors. In the event that one Parties’ (the “Indemnifying Party”) negligence or wilful misconduct results in losses, damages, costs, expenses or actions against, the other Party (the “Damaged Party”), then the Damaged Party shall be indemnified and saved harmless by the Indemnifying Party from all such losses, damages, costs, expense and actions. The Indemnifying Party shall not be liable to the Damaged Party for any indirect, consequential or special damages.

12.  Insurance

12.1 Each Party shall obtain and maintain comprehensive general liability insurance in the minimum of five million ($5,000,000) dollars and any other insurance as the circumstances warrant that a prudent person would deem necessary to cover any liabilities that may arise under this Agreement. Each Party shall, upon request, provide the other Party with a Certificate of Insurance evidencing the coverage required hereunder.

13. Representations and Warranties

13.1 Each Party represents and warrants that it is competent to perform the work under this Agreement and the Research Project and has the necessary qualifications including the knowledge, skill and ability to perform the work.

13.2 Each Party will conduct the Research Project in a professional manner conforming to generally accepted practices for scientific research. Given the exploratory nature of the research and development activities contemplated neither Party makes any representations nor undertakings as to the quality or nature of the research and development work undertaken nor that the subject of such work will be suitable or marketable for any particular purpose or uses, other than that such work will be performed in good faith and with reasonable efforts of those participating in accordance with the objects and spirit of this Agreement.