NEWS RELEASE, 11/23/98 Collaborative Research Agreement - Condensed Version See also a Q&A about the agreement.

BERKELEY Collaborative Research Agreement - Condensed Version Scope This agreement establishes a long-term collaborative research relationship between the Novartis Agricultural Discovery Institute, Inc., based in La Jolla, California, and the Regents of the University of California, for the benefit of the Department of Plant and Microbial Biology in the College of Natural Resources at the University of California, Berkeley (PMBD). NADI has committed to provide $25 million over a five-year period in unrestricted funds to support general non-targeted research. Two-thirds of the funds ($3.33 million) will be available each year to support research. The funds will be awarded on a competitive basis to PMBD faculty who choose to participate in the Research Program and whose research proposals are selected for funding. One-third of the funds ($1.67 million) will be used to defray overhead and infrastructure costs of the University and the College of Natural Resources. NADI may also supply proprietary tools, technology or tangible research materials under appropriate confidentiality and/or material transfer agreements. As it becomes developed, a database of NADI genomics bioinformation may also be made available to program participants who choose to access a NADI facility (under a separate "access" agreement) where a suite of workstations will be available. As is the case with any private company, NADI may also fund separate, standard, targeted research programs with selected faculty apart from this general non-targeted research program. Targeted research projects will be subject to established University research policies that govern Sponsored Project Agreements. California Commodity Groups and other agribusiness entities may participate in the NADI-funded Research Program through collaborations developed and agreed to by all parties. Research within the scope of the agreement consists of projects selected and funded by the Research Committee and inventions resulting from research supported by certain state and federal sponsors to the extent the University is legally able to do so and the sponsors do not object. Governance/Oversight Oversight of the Research Program will be vested in: o A six member Advisory Committee whose members will include three from the University, the Vice Chancellor for Research for the Berkeley Campus, the Dean of Berkeley's College of Natural Resources, and a UC Berkeley faculty member without ties to the PMBD or to the College of Natural Resources; and the President and CEO of NADI and the two Co-Presidents of Novartis Agribusiness Biotech Research, Inc. The current chair of the Research Committee and the PMBD chair will serve as non-voting ex-officio members. The Advisory Committee will be responsible for managing the relationship between the University and NADI. Together with the University, the Advisory Committee will also be mindful of safeguarding the public interest. The Advisory Committee will not be responsible for managing the Research Committee or selecting individual research projects to be carried out under the Research Program. o A five member Research Committee whose members will include three from the University, the Principal Investigator and two members of the PMBD selected by its faculty; and two representatives of Novartis, the President and CEO of NADI and one of the two Co-Presidents of Novartis Agribusiness Biotech Research, Inc. Professor Wilhelm Gruissem will head the Research Program and chair the Research Committee. The Research Committee will select and monitor individual research projects to be carried out under the Research Program. Proposals will be evaluated on the basis of quality and intellectual merit of the proposed research, potential advancement of discovery, and productivity of the Principal Investigator. All expenditures under the PMBD-NADI Research Program are subject to established University policy and accounting procedures. Together with the University, the Research Committee will also be mindful of intellectual property issues and conflict of interest. Confidentiality Each party may provide the other with proprietary information or materials under appropriate agreements, and each will take care to preserve the confidentiality of the information or materials. Such transfers should be made "only when it is absolutely necessary for the conduct of specific research and by way of a written confidential disclosure or material transfer agreement." In regard to such transfers, the agreement states in Article 7.1: "NADI acknowledges that the University is an open, academic environment and as a public, non-profit educational institution has no mechanism to guarantee the confidentiality of information and is subject to statutes requiring disclosure of information and records which a private corporation could keep confidential." Section 10 of Appendix D also states: "NADI needs to consider the open academic environment when offering University faculty access to proprietary information, research equipment, biological materials or compounds. The University is generally not in a position to maintain or guarantee the confidentiality of material provided to it." Research Results Each year the University will present a written report to NADI and meet to discuss progress in the Research Program. The University will own all research results and has the right to copyright, publish, disclose, and disseminate any research results developed under this agreement. NADI must consent to publication of materials that contain proprietary or confidential information supplied by NADI. Publication Appendix D - Section 2 states: "There are two important principles underlying academic research in the University: free exchange of ideas and information and timely dissemination of results. These principles apply to research carried out in the PMBD and to any research NADI may sponsor in the University. University faculty will be free to publish and disseminate the results of their research. University policy precludes granting authority to any external source to make final decisions concerning the timing or content of faculty publications. The University does allow short delays of no more than thirty days . . . to allow industrial research sponsors to review publications for inadvertent disclosure of proprietary information or for assessment of possibly patentable inventions contained in a publication." If NADI requests that the University files a patent application on an invention, then publication may be delayed for up to an additional 90 days or the date on which the patent is filed, whichever occurs first. The University always reserves the right to file a patent application without a prior commitment from NADI and could do so to preserve foreign patent rights if necessary. Invention Rights The University will own all patent rights unless: (a) an invention arises by a NADI employee and a University employee without the use of University facilities (in which case the invention will be jointly owned) or (b) an invention is made solely by a NADI employee using University facilities (in which case the invention will be jointly owned unless federal or third-party restrictions preclude joint ownership). NADI will have the first right to negotiate a license on a portion of the patentable discoveries made in PMBD laboratories based on a ratio of its funding to other non-commercial research support received by PMBD-currently estimated to be approximately 33 percent. In addition, NADI will have free non-exclusive access to any other inventions made by a University employee that result from the use of NADI's proprietary bioinformation database. NADI will have up to a maximum of 180 days to exercise these rights and will have free non-exclusive access to any other inventions made by a university employee that result from the use of NADI's proprietary bioinformation database. NADI will have up to a maximum of 180 days to exercise these rights and will pay all costs related to corresponding patent applications. NADI scientists named as co-inventors of inventions made in University facilities will assign all rights to the University. If Novartis scientists, research assistants and post-doctoral researchers work in university laboratories they will be governed by established standards and policies applicable to Berkeley faculty, including university patent agreements.