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Subject: MITI Report on International R&D Cooperation
deeper and better international understanding within academic
societies (learned societies).
II. Direction of International Industrial R&D Cooperation with
Developing Countries
1. Promoting of Joint Research in the Industrial Technology Field
(1) Promoting of Joint Research Among National Research Institutes
Joint research shall be promoted in the industrial technology
field in accordance with the needs of various nations and regions.
(2) Promoting of R&D Cooperation to Facilitate the Development of
Supporting Industries.
Activities shall be made for the development of local industries
in materials related technology, parts machining technology, etc. and
the development of the locally available natural resources.
(3) Assuring the Continuity and Consistency of R&D Projects
It will be necessary to reinforce schemes which will lead to
appropriate private sector cooperation in those areas for which
commercial development has become a practical goal.
(4) Rules for the Handling of National Assets
Within the context of governmental R&D cooperation, consideration
should be given to a system permitting the transfer on a gratis basis
of testing and research facilities and equipments brought by the
partner research institutes to the local community.
2. Strengthening the Cohesion with Local Companies and Foreign
Companies in the Developing Countries.
While giving every consideration to the development of an
international division of industry, it will be necessary for foreign
companies to strive for an appropriate sharing of the burden with the
local and indigenous companies in accordance with policies and visions
for the industrial structure held by the countries concerned.
3. Positive Exchange of Technical Information and Researchers
(1) Positive Exchange of Researchers and Technical Information
It will be necessary to make positive provisions so that Japanese
national research institutes may accept foreign researchers from
developing countries who will and should play a leading role in the
development of human resources in their countries.
(2) Positive Use of Japanese Experienced Engineers
To ensure that the valuable technological knowledge and skills of
experts are effectively utilized and applied for the development of
human resources in the developing countries, it will be necessary to
make policy provisions for the creation, in the developing countries,
of opportunities for highly experienced engineers to transfer
industrial technology to the countries concerned.
4. New Cooperation Aimed at the Realization of Policy Goals in
Developing Countries
It will be necessary to provide the technological know刪ow such as
technology management. For the purpose of technology transfer, it will
also be essential to make efforts in the area of policy management,
including the formulation of visions for policies on industrial
structure and creation of a system for government-private sector
cooperation at the local/regional level.
5. Creating the Framework Conditions for Promoting the Smooth Progress
of R&D Cooperation
(1) Establishment of a Multilateral System of Cooperation
It will be essential to utilize multilateral international
conferences such as the Asian Pacific Economic Cooperation (APEC)
Ministrial Meeting and the meeting between Asean Economic Ministers
and Japan MITI Minister (AEM-MITI) so as to bring about multilateral
cooperation.
(2) Improvement of an Industrial Technology Information Network
It will be necessary to promote joint research through the use of
networks and databases.
(3) Support for the Establishment of an Appropriate System for the
Protection of Intellectual Property Rights
Cooperation should be extended in offering information and
knowledge on matters related to intellectual property rights, in the
establishment and diffusion of the rules for handling intellectual
property rights on an international scale in the business sector, and
among the public in the developing countries.
(4) Achieving Closer Cooperative Relations in Standardization Areas
Since industrial standards form a common basis for R&D, it will be
of paramount importance to promote cooperation in Asia in the field of
standardization from the standpoint of strategies for global
standardization.
III. Direction of International Industrial R&D Cooperation with the
Countries Developing toward a Market Economy (primarily the region of
the Former Soviet Union)
1. Approach toward European Russia (Moscow and other areas)
It will be essential to maintain the framework for multilateral
cooperation and give particular attention to the issue of conversion
from military to civil industry. For this purpose, consideration will
be given in the future to midterm programs to meet these needs.
Cooperation in the operation of the International Science and
Technology Center in Moscow is important.
2. Approach toward the Far East Region
(1) It will be necessary to promote research cooperation in a positive
manner in those fields of industrial technology which are capable of
acting as the basis for economic development in the regions concerned.
There is also a need to extend "Japan Industrial Technology Training
Program for Small and Medium Industry in Russia" including the
advanced machining technology field. It will also be absolutely
essential to have an appropriate follow-up system to ensure that new
industries can take root.
(2) It will be necessary to select the appropriate themes and prepare
proposals for joint research with a view to upgrading "industrial
technology," that is creating industrial potential. It will then be
necessary to enlist the active cooperation of local companies, giving
full consideration to the need for transferring the technological
results or achievements to, and for the benefit of, the industrial
community.
(3) To give companies the power to compete, it will be necessary to
bring about corporate organizational reform through establishment of a
R&D department.
Afterword
It can be said that setting up policies of comprehensive and
strategic international industrial R&D cooperation and their complete
execution will lead to establishment of new and meaningful economic
and external policy measures in Japan.
------------------------------------------------------------------------
Terms of Reference for the Participants in the Intelligent Manufacturing
Systems (IMS) Program for international cooperation in advanced
manufacturing
Intellectual property rights provisions for research and development
projects
Objectives
These provisions lay down mandatory requirements as well as recommended
principles for PARTNERS which wish to participate in a PROJECT conducted
within the Intelligent Manufacturing Systems Program (IMS PROGRAM). The
objectives of these provisions are to provide adequate protection for
intellectual property rights used in and generated during joint research
and development PROJECTS under the IMS PROGRAM while ensuring:
(a) that contributions and benefits by PARTICIPANTS, from cooperation
in such PROJECTS, are equitable and balanced;
(b) that the proper balance is struck between the need for flexibility
in PARTNERS' negotiations and the need for uniformity of procedure
among PROJECTS and among PARTNERS; and
(c) that the results of the research will be shared by the PARTNERS
through a process that protects and equitably allocates any
intellectual property rights created or furnished during the co-
operation.
Article 1: Definitions
1.1 ACCOUNTING. The sharing of any consideration such as royalties or
other license fees by one PARTNER with another PARTNER when the
first PARTNER which solely or jointly owns FOREGROUND discloses,
licenses or assigns it to a third party.
1.2 AFFILIATE. Any legal entity directly or indirectly owned or
controlled by, or owing or controlling, or under the same ownership
or control as, any PARTNER. Common ownership or control through
government does not in itself create AFFILIATE status.
Ownership or control shall exist through the direct or indirect:
(a) ownership of more than 50% of the nominal value of the issued
equity share capital, or
(b) ownership of more than 50% of the shares entitling the holders
to vote for the election of directors or persons performing
similar functions, or right by any other means to elect or
appoint directors, or persons performing similar functions,
who have a majority vote, or
(c) ownership of 50% of the shares, and the right to control
management or operation of the company through contractual
provisions.
1.3 BACKGROUND; All information and INTELLECTUAL PROPERTY RIGHTS
except BACKGROUND RIGHTS owned or controlled by a PARTNER or its
AFFILIATE and which are not FOREGROUND.
1.4 BACKGROUND RIGHTS; Patents for Inventions and design and utility
models, and applications therefore as soon as made public, owned or
controlled by a PARTNER or its AFFILIATES, a license for which is
necessary for the work in a PROJECT or for the commercial
exploitation of FOREGROUND, and which are not FOREGROUND.
1.5 CONFIDENTIAL INFORMATION: All information which is not made
generally available and which is only made available in confidence
by law or under written confidentiality agreements.
1.6 CONSORTIUM: Three or more GROUPS which have agreed to carry out
jointly a PROJECT.
1.7 COOPERATION AGREEMENT: The one or more signed agreements among all
PARTNERS in a CONSORTIUM concerning the conduct of the PROJECT.
1.8 FOREGROUND: All information and INTELLECTUAL PROPERTY RIGHTS first
created, conceived, invented or developed in the course of work in
a PROJECT.
1.9 GROUP: All PARTNERS in a given PROJECT from the geographic area of
a PARTICIPANT.
1.10 IMS PROGRAM: The Intelligent Manufacturing Systems Program.
1.11 INTELLECTUAL PROPERTY RIGHTS: All rights defined by Article
2(viii) of the Convention Establishing the World Intellectual
Property Organization signed at Stockholm on July 14, 1967*,
excluding trademarks, service marks and commercial names and
designations.
* See Appendix
1.12 NON-PROFIT INSTITUTIONS: Any legal entity, either public or
private, established or organized for purposes other than profit-
making, which does not itself commercially exploit FOREGROUND.
1.13 PARTICIPANT: Australia, Canada, the EC, the group of participating
EFTA countries (Austria, Finland, Norway, Sweden and Switzerland),
Japan and the U.S.A and any other country or geographic region
whose participation in the IMS PROGRAM may be approved in the
manner determined by the PARTICIPANTS.
1.14 PARTNER: Any legal or natural person participating as a
contracting party to the COOPERATION AGREEMENT for a given PROJECT.
1.15 PROJECT: Any research and development project carried out by a
CONSORTIUM within the IMS PROGRAM.
1.16 SUMMARY INFORMATION: A description of the objectives, status and
results of a PROJECT which does not disclose CONFIDENTIAL
INFORMATION.
Article 2: Mandatory Provisions
Each COOPERATION AGREEMENT must contain substantive terms and conditions
that are fully consistent with each of the provisions 2.1 through 2.13
in this Article and the definitions used in each COOPERATION AGREEMENT
shall be those specified in Article 1 of this document.
Where a PROJECT or a potential PARTNER or its AFFILIATES is subject to
government requirements, whether by law or agreement, and such
requirements will affect rights or obligations pursuant to the
COOPERATION AGREEMENT, the potential PARTNER shall disclose to the other
PARTNERS all such requirements of which it is aware prior to signing the
COOPERATION AGREEMENT. PARTNERS must ensure that ownership, use,
disclosure and licensing of FOREGROUND will comply with these mandatory
provisions if the PROJECT is subject to government requirements.
PARTNERS will, at the outset of PROJECT, promptly notify one another of
their AFFILIATES which will be involved in the performance of the
PROJECT, and will notify one another of any changes in the AFFILIATES so
involved during the life of the PROJECT. At the time of entering into a
COOPERATION AGREEMENT, and immediately after new legal entities have
come to meet the AFFILIATE definition, PARTNERS may exclude AFFILIATES
from the rights and obligations set forth in these provisions in
accordance with the terms of the COOPERATION AGREEMENT.
Written Agreement
2.1 PARTNERS shall enter into a written COOPERATION AGREEMENT that
governs their participation in a PROJECT consistent with this
document.
Ownership
2.2 FOREGROUND shall be owned solely by the PARTNER or jointly by the
PARTNERS creating it.
2.3 A PARTNER which is the sole owner of FOREGROUND may disclose and
non-exclusively license that FOREGROUND to third parties without
ACCOUNTING to any other PARTNER.
2.4 A PARTNER which is a joint owner of FOREGROUND may disclose and
non-exclusively license that FOREGROUND to third parties without
the consent of and without ACCOUNTING to any other PARTNER, unless
otherwise agreed in the COOPERATION AGREEMENT.
2.5 A PARTNER may assign its sole and/or joint ownership interests in
its BACKGROUND, BACKGROUND RIGHTS and FOREGROUND to third parties
without the consent of and without ACCOUNTING to any other PARTNER.
PARTNERS who assign any of their rights to BACKGROUND RIGHTS or
FOREGROUND must make each assignment subject to the COOPERATION
AGREEMENT and must require each assignee to agree in writing to be
bound to the assignor's obligations under the COOPERATION AGREEMENT
in respect of the assigned rights.
Dissemination of Information
2.6 SUMMARY INFORMATION shall be available to all PARTNERS in other
PROJECTS and to the committees formed under the IMS PROGRAM.
2.7 The CONSORTIUM will make available at the end of the PROJECT a
public report setting out SUMMARY INFORMATION about the PROJECT.
License Rights
Foreground
2.8 Each PARTNER and its AFFILIATES may use FOREGROUND, royalty-free,
for research and development and for commercial exploitation.
Commercial exploitation includes the rights to use, make, have
made, sell and import.
However, in exceptional circumstances,
(a) PARTNERS may agree in their COOPERATION AGREEMENT to pay a
royalty to PARTNERS which are NON-PROFIT INSTITUTIONS for
commercial exploitation of FOREGROUND which is solely owned by
such NON-PROFIT INSTITUTIONS; and
(b) PARTNERS may agree in their COOPERATION AGREEMENT to pay a
royalty to PARTNERS which are NON-PROFIT INSTITUTIONS for
commercial exploitation of FOREGROUND which is jointly owned
with such NON-PROFIT INSTITUTIONS, provided such royalties are
both small and consistent with the principle that
contributions and benefits in the IMS PROGRAM must be balanced
and equitable.
2.9 A non-owning PARTNER and its AFFILIATES may not disclose or sub-
license FOREGROUND to third parties except that each PARTNER or its
AFFILIATES may, in the normal course of business:
(a) disclose FOREGROUND in confidence solely for the purposes of
manufacturing, having manufactured, importing or selling
products;
(b) sub-license any software forming part of FOREGROUND in object
code; or
(c) engage itself in the rightful provision of products or
services that inherently disclose the FOREGROUND.
Background
2.10 A PARTNER in a PROJECT may, but is not obligated to, supply or
license its BACKGROUND to other PARTNERS.
2.11 PARTNERS and their AFFILIATES may use another PARTNER'S or its
AFFILIATES' BACKGROUND RIGHTS solely for research and development
in the PROJECT without additional consideration, including, but not
limited to, financial consideration.
2.12 PARTNERS and their AFFILIATES must grant to other PARTNERS and
their AFFILIATES a license of BACKGROUND RIGHTS on normal
commercial conditions when such license is necessary for the
commercial exploitation of FOREGROUND unless:
(a) the owning PARTNER or its AFFILIATE is by reason of law or by
contractual obligation existing before signature of the
COOPERATION AGREEMENT unable to grant such licenses and such
BACKGROUND RIGHTS are specifically identified in the
COOPERATION AGREEMENT; or
(b) the PARTNERS agree, in exceptional cases, on the exclusion of
BACKGROUND RIGHTS specifically identified in the COOPERATION
AGREEMENT.
Survival of Rights
2.13 The COOPERATION AGREEMENT shall specify that the rights and
obligations of PARTNERS and AFFILIATES concerning FOREGROUND,
BACKGROUND and BACKGROUND RIGHTS shall survive the natural
expiration of the term of the COOPERATION AGREEMENT.
Article 3: Provisions that need to be addressed in the Cooperation
Agreement
PARTNERS shall address each of the following items in their COOPERATION
AGREEMENT:
Publication of Results
3.1 PARTNERS shall address the issue of the consent required, if any,
from the other PARTNERS for publication of the results from the
PROJECT other than SUMMARY INFORMATION.
3.2 PARTNERS shall address the issue of whether PARTNERS which are NON-
PROFIT INSTITUTIONS may, for academic purposes, publish FOREGROUND
which they solely own, provided that adequate procedures for
protecting FOREGROUND are taken in accordance with Articles 3.3 and
3.4.
Protection of Foreground
3.3 PARTNERS shall identify the steps they will take to seek legal
protection of FOREGROUND by means of INTELLECTUAL PROPERTY RIGHTS
and upon making an invention shall notify other PARTNERS in the
same PROJECT in a timely manner of the protection sought and
provide a summary description of the invention.
3.4 PARTNERS shall address the issue of prompt notification of all
other PARTNERS in the same PROJECT and, upon request and on
mutually agreed conditions, disclosure of the invention and
reasonably cooperate in such protection being undertaken by another
PARTNER in the same PROJECT in the event and to the extent that a
PARTNER or PARTNERS which own FOREGROUND do not intend to seek such
protection.
Confidential Information
3.5 PARTNERS shall identify the measures they will take to ensure that
any PARTNER which has received CONFIDENTIAL INFORMATION only uses
or discloses this CONFIDENTIAL INFORMATION by itself or its
AFFILIATES as far as permitted under the conditions under which it
was supplied.
Dispute Settlement and Applicable Laws
3.6 PARTNERS shall agree in their COOPERATION AGREEMENT on the manner
in which disputes will be settled.
3.7 PARTNERS shall agree in their COOPERATION AGREEMENT on the law
which will govern the COOPERATION AGREEMENT.
Article 4: Optional Provisions
PARTNERS may, but are not required to address each of the following
provisions in their COOPERATION AGREEMENT:
AFFILIATE PROVISIONS
ANTITRUST/COMPETITION LAW ISSUES
CANCELLATION AND TERMINATION
EMPLOYER/EMPLOYEE RELATIONSHIP
EXPORT CONTROLS AND COMPLIANCE
FIELD OF THE AGREEMENT
INTENT OF THE PARTIES
LICENSING PARTNERS IN OTHER PROJECTS
LICENSOR'S LIABILITY ARISING FROM LICENSEE'S USE OF LICENSED
TECHNOLOGY
LOANED OR ASSIGNED EMPLOYEES AND RESULTING RIGHTS
NEW PARTNERS AND WITHDRAWAL OF PARTNERS FROM PROJECTS
POST COOPERATION AGREEMENT BACKGROUND
PROTECTION, USE AND NON-DISCLOSURE OBLIGATIONS REGARDING
CONFIDENTIAL INFORMATION
RESIDUAL INFORMATION
ROYALTY RATES FOR BACKGROUND RIGHT LICENSES
SOFTWARE SOURCE CODE
TAXATION
TERM/DURATION OF AGREEMENT
There are likely to be other provisions the PARTNERS will need to put
into their COOPERATION AGREEMENTS depending on the particular
circumstances of their PROJECT. PARTNERS should seek their own expert
advice on this and note that no additional terms may conflict with
Articles 1 and 2 of these provisions.
Appendix
Convention establishing the World Intellectual Property Organization
(Stockholm, 14 July 1967)
Article 2(viii) defines Intellectual Property to include:
"...the rights to literary, artistic and scientific works; performances
of performing artists; phonograms, and broadcasts; inventions in all
fields of human endeavour; scientific discoveries; industrial designs;
trademarks, servicemarks, and commercial names and designations;
protection against unfair competition; and all other rights resulting
from intellectual activity in the industrial, scientific, literary or
artistic fields."
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