TWIST Process Innovations Limited

APPLICATION FORM

This form is an application to the board of directors of TWIST for membership (“Application”) of TWIST Process Innovations Limited, a company limited by guarantee, incorporated in England and Wales with registered no. 5243735 ("TWIST").

1  Application For Membership

______(the “Applicant”) applies to become a member of TWIST (“TWIST Member”) subject to the provisions of its Memorandum and Articles of Association. By submission of this Application, the Applicant agrees to observe the rules relating to TWIST Members as contained in the Memorandum and Articles of Association, and to be bound by the terms of this Application as of the date it is approved by TWIST.

1.1 Definitions

1.1.1 Improvements shall mean, with respect to TWIST Licensed Material, any and all improvements, modifications or enhancements of or to such Intellectual Property.

1.1.2  Intellectual Property shall mean, on a worldwide basis, any and all: rights associated with works of authorship, including copyrights, moral rights and mask works; trademarks and service marks and the good will associated therewith; patents, designs, algorithms, and other industrial property rights; trade secret rights; other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, licence, or otherwise; and registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (and all rights therein), and all rights or causes of action for future infringement or misappropriation of any of the foregoing.

1.1.3  TWIST Licensed Material shall mean a Working Group Participant’s Intellectual Property disclosed in a Working Group under Article 2.1 or material licensed to TWIST under Article. 2.2.

1.1.4  TWIST Objectives are listed in the Memorandum and Articles of Association, and may be amended from time to time through a vote by the Board of Directors.

1.1.5  Working Group shall mean a group of TWIST Members designated by TWIST to work in a group furthering the TWIST Objectives.

1.1.6  Working Group Participant shall mean a TWIST Member designated by TWIST to work in a group to further the TWIST Objectives. Each Working Group Participant is subject to Working Group Rules.

1.1.7  Working Group Rules shall mean the rules contained in Exhibit A as amended from time to time.

2  Licences

2.1 Should a Working Group Participant disclose its Intellectual Property to a Working Group, then subject to the Working Group Rules the Participant hereby grants to TWIST a world-wide, royalty-free, irrevocable, non-exclusive licence to do all acts within the scope of any rights in Intellectual Property (including but not limited to using, copying, adapting, distributing and/or sub-licensing) in TWIST’s Licensed Material.

2.2 Apart from participation in a Work Group, a member may voluntarily license its Intellectual Property to TWIST under an agreement separate from this Application. The terms of the separate licence agreement shall include but not be limited to a grant of a royalty-free, fully paid-up, worldwide, non-exclusive, revocable licence to do all acts within the scope of any rights in Intellectual Property (including but not limited to using, copying, adapting, distributing and/or sub-licensing) in TWIST’s Licensed Material.

2.3 If TWIST develops an Improvement, or receives a license of Intellectual Property from any other person under either Article 2.1 or 2.2 then subject to the rights granted to TWIST, TWIST agrees to grant, and hereby grants to the Applicant a royalty-free, fully paid-up, worldwide, non-exclusive, assignable, sub-licensable, perpetual and irrevocable licence to use such Improvement or Intellectual Property.

3  Further Assurances

3.1  Members shall use all reasonable endeavours to ensure that:

3.1.1  TWIST Licensed Material is not the subject of current or threatened litigation;

3.1.2  the exploitation of any material developed by TWIST members shall not infringe the intellectual property rights of any third party; and

3.1.3  TWIST Licensed Material shall not be confidential unless specifically marked as confidential and accepted by TWIST as confidential information and that if such material is disclosed this shall not violate any duty of confidentiality.

4  Approval

This Application shall be deemed to be approved when the Applicant’s details are entered into TWIST's register of members following approval by the board of directors of TWIST or by a duly authorised director or a committee of directors. The Applicant understands that this Application may be approved or rejected at the sole discretion of the board.

5  Address for Notices by Electronic Communications

TWIST may give any notice to TWIST Members for the purposes of its Articles of Association or otherwise by sending the notice by electronic communication to the email address given below.

6  Governing Law And Jurisdiction

This Application and any acceptance of it shall be governed by English law. Furthermore the TWIST Member hereby submits, for the exclusive benefit of TWIST, to the exclusive jurisdiction of the Courts of England and Wales as regards any dispute arising out of or in connection with this Application and its implementation and effect.

Signature / Dated

Please use BLOCK CAPITALS

FOR INDIVIDUAL
/ FOR CORPORATE
Applicant's
full name / Full name of
corporate entity
Mr, Mrs, Ms, Miss
or title / Country of registration
Full address / Full address
Email address / Full name of signatory
Contact telephone number / Position of signatory
(e.g. director)
Email address
Contact telephone number


Exhibit A

Working Group Rules

1.  Each Working Group must designate a secretary to keep written minutes and a list of the participants.

2.  Written minutes must be taken at every Working Group meeting endeavouring to capture, among other things, what ideas were contributed and by whom.

3.  All meeting minutes will be circulated to the Working Group members within 30 days and must be signed and acknowledged as correct by the participants. If the minutes are not correct, corrections and amendments may be submitted to the secretary. A corrected version of the minutes will be sent to the members within 14 days of receipt of the corrections.

4.  By signing the meeting minutes, participants invoke the licence agreement provisions in Article 2.1 of an Application. If a participant does not submit corrections or sign the minutes within 30 days of receipt, it is assumed the participant agrees and the licence provisions of Article 2.1 will be invoked.

4

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