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Glossary

For this Policy the following terms and definitions shall be used with the capital letter

Institute/Skoltech: Autonomous Non-Profit Organization for Higher Education “Skolkovo Institute of Science and Technology”;

CEI: Center of Entrepreneurship and Innovation, which is an organizational unit of the Institute;

Intellectual Property (IP): the Results of Intellectual Activities and Means of Individualization that are granted legal protection as defined in Article 1225 of the Civil Code of the Russian Federation;

Results of Intellectual Activity (RIA): works of science, literature and art, computer programs, databases, performance, phonograms, broadcasting of radio or television transmission or transmission via cable, inventions, utility models, industrial design, selection attainments, topologies of integrated circuits, and know-how;

Means of Individualization: trademarks and service marks, origin appellation, commercial names, and trade names;

Tangible Research Property: scientific and/or technical results – tangible items produced, derived, created or discovered in the course of research and development and technical activities organized by Skoltech;

Employee: an individual who works under an employment agreement and is in labor relations with the Institute

Faculty: An Employee, such as a professor and/or other scientific staff, who is working at the Institute in a teaching position;

Student: an individual (student or fellow) who studies within the educational program at the Institute, and is enrolled in the Institute on the basis of the order of the Skoltech President;

Visitor: employee of any third party participating in research and/or scientific and technical activities at the Institute in accordance with a civil contract signed with the Institute;

Affiliate: an individual who is not considered an Employee, a Faculty, a Student, or a Visitor, who is engaged in conducting scientific, research and/or technical activities of the Institute within the established procedure;

Author: individual who has created the Result of Intellectual Activity (including Employee, Faculty, Student, Visitor or Affiliate). An author of invention, utility model and industrial design is referred to as “Inventor” in many countries, but with the aim of the Russian law compliance the appropriate definition in accordance with the Civil Code of the Russian Federation is used herein;

Result of Intellectual Activity Disclosure Form (RIADF) / Technology Disclosure Form (TDF): a document describing the Result of Intellectual Activity and identifying the Author (full names, nature of participation in the creation of the Result of Intellectual Activity), the Authors’ Home Organization, the relationship of each Author to his/her respective Home Organization, the Author’s places of residence at the time of creation, and the Author’s locations (country) at the time such RIA was created in sufficient detail and with sufficient data to enable the KTO to evaluate it for legal protection and/or commercial potential;

Knowledge Transfer Office (KTO): a part of CEI, organizational unit of the Institute charged with providing IP Management Services for the Institute;

IP Management Services: analysis of the Results of the Intellectual Activities, actions on providing legal protection of Intellectual Property, as well as the use, and  exploitation of rights to the Intellectual Property (commercialization of Intellectual Property);

Gross IP Revenue: proceeds from the exploitation of the exclusive rights to IP (assignment and/or licensing of IP and/or technology commercialization) less value added tax and other taxes, less customs payments, and less statutory charges (whenever applicable);

Net IP Revenue: Gross IP Revenue less the direct costs, including specific marketing costs and the costs related to obtaining and maintaining legal protection for the particular Intellectual Property, as well the administrative fee specified in Clause 5.2.2;

Service Work: work of science, literature or art, created within the framework of Employee’s (Author’s) job duties;

Sponsor: any organization, including, governmental and commercial organizations, governmental and non-governmental scientific foundations, which provides sponsorship or funding of respective programs and/or research projects within research and development and/or scientific technical, educational and/or innovation activities of the Institute.

State / municipal customer: the public authorities of RF or the public authorities of the subject of RF or the public authorities of the municipal unit, and organizations authorized by specified public authorities or the authorities of the municipal unit, being recipients of the taxpayer funds at the order stage of delivery goods, performance the works, rendering services using of the taxpayer funds;

Use of Resources: any use of monetary (financial), organizational, technical, physical or other resources and facilities of the Institute except for: office, library or general-purpose office software, textbooks developed in conjunction with class teaching unless such textbooks were developed using Institute’s administered funds paid specifically to support textbook development;

Scholarly Works/ Scientific Publication: any publication, including books, articles and submissions to scientific journals or other scholarly publications; published reports and any other means of disclosing, publishing, distributing information regarding progress and/or results of the research and development, scientific technical and/or innovation activities of the Institute.

Section 1. General Information

1.1.This Policy on protection, management and commercialization of intellectual property of the Skolkovo Institute of Science and Technology (hereinafter – Policy) is elaborated according to the Civil Code of Russian Federation, Federal Law # 273-FZ issued on December, 29 2012 “On Education in Russian Federation”, Federal Law # 127-FZ issued on August 23, 1996 “On Science and State Scientific and Technological Policy”, Federal Law # 98-FZ issued on July 29, 2004 “On Commercial Secret” and other relevant governmental regulations and laws.

1.2. The present Policy shall regulate relations arising upon creation, analysis, granting legal protection, enforcement, implementation and commercialization of Intellectual Property that belong to Autonomous Non-Profit Organization for Higher Education “Skolkovo Institute of Science and Technology”.

1.3. This Policy applies to the relations with:

– Institute Employees, including Faculty, Students, Visitors, Affiliates and others, participating in research, scientific, technical and innovation activities of the Institute;

– contracting parties, including parties of research and development and technological works, software designers and other participants of research activities within Centers for Research, Education and Innovation and other research programs of the Institute.

1.4. The Knowledge Transfer Office is an organizational unit of the Center of Entrepreneurship and Innovation, and is responsible for monitoring and providing control for the execution of the requirements of the present Policy as specified in the article 4.1 of this Policy.

Section 2. Basic principles of the Institute policy on intellectual property

2.1. The prompt and open dissemination of the results of the research and scientific and technical activities of the Institute and the free exchange of information among scholars are essential to the fulfillment of the Institute’s obligations as an institution for higher education committed to excellence in education, research and innovation. Matters of ownership, obtaining and distribution of an exclusive right, as well as commercialization of the results of scientific and research and development activities, arise in the context of technology transfer, which is an important aspect of the Institute’s commitment to social progress.

Education and research activities are the primary tasks, and in this context the technology transfer process should support such activities. The dissemination of information must, therefore, not be delayed beyond the minimal period necessary to define and protect the intellectual rights.

2.2. Care must be taken to balance the interests of Sponsors and industrial partners with the correlated interest of the Authors (inventors) and the Institute in designing a process that is transparent, auditable, and consistent with best licensing practices. The Institute Policy on Protection, Management and Commercialization of Intellectual Property should provide a common basis for negotiations and consistency in terms and conditions yet preserve the ability to customize agreements.

2.3. Although legal protection of RIA is sometimes sought for various noncommercial reasons, such as professional status, the Institute will not seek legal protection for results of research, scientific and technical activities which are not commercially attractive and do not address Skoltech’s mission, even if such research result is intellectually meritorious – unless otherwise requested by the Sponsor directly to Skoltech or envisaged by provisions of the research and development agreement with the Sponsor, State and/or municipal customer.

The Sponsor is obliged to confirm his/her intention to commercialize the results of the scientific and research activities and finance the process connected with legal protection of the RIA if he/she requests and/or receives a commercial license with respect to such RIA. The Institute will normally seek legal protection of research results in order to pursue commercial licensing and to comply with the terms of sponsored research agreements.

2.4. Any publication or even verbal public disclosure which describes an invention, industrial design or utility model prior to filing a patent may preclude patenting in the Russian Federation and in foreign countries. The implications of public disclosure upon patent rights should be discussed with the KTO before such publication so that a decision on patent filing can be reached promptly, and so that such publication will not be delayed.

Section 3. Intellectual Property of the Institute

3.1. With respect to Results of Intellectual Activity and Means of Individualizations, the following intellectual rights are recognized which include an exclusive right being a property right and, in cases envisaged by the laws of the Russian Federation, also personal non-property rights, and other rights.

Personal non-property rights are owned by an Author of the Results of Intellectual Activity and are inalienable.

Intellectual rights do not depend on the right of title to the material carrier (object) which represents the respective Result of Intellectual Activity or Means of Individualizations, and transfer of the title to an object shall not result in transfer or provision of intellectual rights, except for cases specifically covered by the legislation.

On-time identification of protectable Results of Intellectual Activity and assurance of recognition of exclusive rights to results of research and scientific and technical activity of the Institute shall be a necessary condition for commercialization of the Intellectual Property and other research and/or scientific and technical results.

3.2. The Institute owns exclusive rights to the IP as well as title to Tangible Research Property with respect to:

3.2.1. Service Result of Intellectual Activity;

3.2.2. Tangible Research Property that is developed or created by Employees (including Faculty) and Students of the Institute in conjunction with their labor responsibilities in the Institute;

3.2.3. Results of Intellectual Activity (excluding scholarly works and publications defined in 3.3.2.), Means of Individualizations and/or Tangible Research Property that are created or developed by the Employees (including Faculty), Students, Visitors, Affiliate and other individuals under agreements with the Sponsor on research, design and/or other works (services).

Such agreements shall contemplate, as it is consistent with provisions of applicable laws, transfer to the Institute of exclusive rights and/or title to Results of Intellectual Activity, and/or Means of Individualizations and/or Tangible Research Property, including cases when its creation was not directly provided in the agreement;

3.2.4. Results of Intellectual Activity, Means of Individualizations and/or Tangible Research Property that are created/developed by third parties participating in research, scientific and technical or innovation activity of the Institute including research projects within Centers for Research, Education and Innovation of the Institute based on agreements which provide for origination/transfer to the Institute (sole or together with a third party) of exclusive rights to RIA or title to Tangible Research Property. The agreements specified in this sub-clause of this Policy should provide for required and substantial obligations and warranties of the organization-counterparty of the Institute, including in respect to obtainment of rights from Employees in order that the Institute shall receive valid and unencumbered rights consistent with the terms and conditions of the agreement.

3.2.5. Databases, in the case the Institute organized creation of such database, collecting, processing and allocation of components of such database;

3.2.6. If there is an agreement on assignment of a right to obtain a patent and/or an agreement on assignment of an exclusive right to the Result of Intellectual Activity that is concluded between the Institute and the Author/rightholder;

3.2.7. Means of Individualization of the Institute.

3.3. Results of Intellectual Activity wherein the rights are owned by Authors:

3.3.1. RIA that are inconsistent with criteria specified in sub-clauses 3.2.1.- 3.2.7. of clause 3.2 of this Policy;

3.3.2. Copyright in scholarly works and publications unless they were developed using Institute’s administered funds paid specifically to support textbook development.

3.3.3. Service RIA with respect to which the following events occur:

– With respect to Service Works – if within the term specified by clause 2, Article 1295 of the Civil Code of the Russian Federation the Institute does not start to use the Service Work, does not assign an exclusive right thereto to another individual or entity or does not notify the Author about keeping the Service Work in confidence. Skoltech shall have the right to make public and publish the work and to use such work by methods dependent upon the purpose of the service task and within the limits of the task.

– With respect to service inventions, service utility models and service industrial designs – if the Institute within the term set forth by clause 4, Article 1370 of the Civil Code of the Russian Federation does not file an application for issuance of a patent for a respective service invention, utility model or industrial design, does not assign rights to obtain a patent to another individual or entity or does not notify an employee regarding confidentiality of the respective Results of Intellectual Activity. Institute during the validity term of the patent shall have the right to use the service invention, service utility model, or service industrial design in his own business under a simple (non-exclusive) license.

3.4. Skoltech does not claim ownership of copyrights in Scholarly Works/ Scientific Publications, scholarly books and textbooks, articles and other scholarly publications, popular novels, poems, musical compositions, or other works of artistic imagination provided that such works are

(a) created by the personal effort of Employee, including the Faculty, Students; and

(b) do not make Use of Resources; and

(c) are not governed by the terms of a sponsored research or other agreement with the Sponsor and State or municipal customer.

3.5.  Students will own copyright in theses which do not:

(a) involve research for which the student received financial support in the form of wages, salary, stipend, or grant from funds administered by the Institute; or

(b) involve research performed in whole or in part utilizing equipment or facilities provided to the Institute under conditions which impose copyright restrictions.

Where copyright ownership is retained by the Student, however, the Student must grant to the Institute royalty-free permission to reproduce and publicly distribute copies of the theses.

The software code, patentable subject matter and other intellectual property contained in the Student theses are subject to Article 3.2 hereof.

3.6. If the Results of Intellectual Activity are created by one or more Employees (including Faculty), Students, Visitors, Affiliates with Use of Resources but not in conjunction with performing their job duties or specific assignment of Institute, then Skoltech may demand that such person(s) should sign:

– an agreement to provide the Institute with a free (non-exclusive) license to use the created Results of Intellectual Activity for statutory activity of the Institute for the whole period of validity of the exclusive right, or

– the agreements on reimbursement of costs, incurred by the Institute in relation to creation of such Results of Intellectual Activity.

The appropriate agreement type shall be chosen by the Institute at its own discretion.

3.7. Exclusive rights belong to the Student with respect to Results of Intellectual Activity which:

– are not the Service Results of Intellectual Activity and/or are not created as a result of research, scientific and technical or innovation activity to be carried out by the Student under an agreement with the Sponsor or the State or municipal customer; and

– were not created as a result of research, scientific and technical or innovation activity carried out in full or in part with Use of Resource under conditions which result in alienation of exclusive rights to the Institute.

3.8. The following documents serve as a specific task of the Institute on creation of the Results of Intellectual Activity:

– written instruction of the Institute’s officials;

– technical assignment and/or calendar work schedule to the agreement if an Employee is included into a research team for carrying out R&D under a respective agreement;

– a technical assignment for the development of Computer software, database;

– instruction on development a work program to a course of lectures to be given by Faculty in accordance with taught disciplines;

– an instruction on development list(s) of the themes (plans) of course works and graduation works as for the course of lectures under taught disciplines to be given by the Faculty;

– orders and instructions aimed at creation of the Results of Intellectual Activity by certain employees (authors) or creative teams of the Institute.

3.9. If the RIA was created by several individuals then the sufficient condition of referring this RIA to the category of Service Results of Intellectual Activity shall be the presence among the authors of at least one Employee of the Institute who participated in its creation in accordance with his/her labor responsibilities or specific assignment of the Institute.

3.10. Research under agreements with third party organizations and other contracts.

Contracts with Sponsors provide that Skoltech retain exclusive rights to RIA while the Sponsor is granted an option to acquire license rights.

Herewith:

(a) Skoltech will provide the Sponsor with a royalty-free non-exclusive license on the RIA obtained under his/her sponsorship.

(b) Skoltech will provide the Sponsor with a pre-emptive, time-limited option to negotiate a royalty-bearing exclusive  license on the RIA obtained under his/her sponsorship.

(с) If the work (copyright object) is created in accordance with the terms and conditions of the agreement with the Sponsor, the state or the municipal customer, the Author of the work should be aware of the existence of contractual terms related to reporting templates, notification of Sponsor, the state or the municipal customer prior to publication, etc.

3.11. Skoltech shall reserve exclusive rights to the Results of Intellectual Activity created in the course or in accordance with the conditions of the State or municipal contract, unless the conditions of the State or municipal contract provide otherwise.

If Results of Intellectual Activity are obtained in the course of performance of works under the State or municipal contract, all actions shall be performed in accordance with article 1373 of the Civil Code of the Russian Federation, in particular when:

– exclusive rights to the Results of Intellectual Activity are owned jointly by the customer and the Institute, the KTO shall prepare and approve with the customer an agreement on joint use of the Results of Intellectual Activity in which the procedure of exploitation of the Results of Intellectual Activity and distribution of profit from their commercialization are determined;

– exclusive rights to the Results of Intellectual Activity are owned by the Russian Federation, a territorial subject of the Russian Federation, or municipal formation, the KTO shall provide a written notice to the State or municipal customer on receipt of the Results of Intellectual Activity capable of being legally protected. If within 6 months from the date of notice the State or municipal customer fails to file a patent application, the right to obtain a patent in accordance with clause 2, Article 1373 of the Civil Code of the Russian Federation shall be transferred to the Institute.

3.12. Waiver of rights in favor of the Authors.

Skoltech’s waiver of exclusive rights to the Results of Intellectual Activity is possible in cases when Skoltech believes that would enhance the transfer of technology to the public, is consistent with Skoltech’s obligations to third parties, and does not involve a conflict of interest.

Section 4. Intellectual Property analysis, protection and exploitation

4.1 KTO competencies and responsibilities.

4.1.1 KTO is an organizational unit of the Institute responsible for:

– negotiation of IP rights in research agreements;

– establishment of processes, policies and procedures to: identify, evaluate and protect Intellectual Property;

– implementing best practices in knowledge transfer and technology transfer that are fair and transparent in defining the legal agreements that link funding, research and commercialization;

– providing mentoring across the entire value chain from idea to commercialization; and promote and nurture connections and build networks both within the Institute and outside.

4.1.2 The KTO facilitates the transfer of Skoltech technologies and/or Results of Intellectual Activity for public use and benefit; evaluates RIA, obtains its protection, assists in the distribution of technology for the Institute’s research purposes, and assists in commercial development of selected Results of Intellectual Activities.

4.1.3 The KTO provides Intellectual Property Management services at Skoltech;

4.2. Intellectual Property Management services include:

4.2.1. Analysis (scientific and technical, patent and marketing analysis) of the research results and educational works of the Institute for identification of the patentable and commercially attractive Results of Intellectual Activity;

4.2.2. Analysis of the RIA for patentability;

4.2.3. Development of patent prosecution budgets;

4.2.4. Engagement of patent prosecution counsel in appropriate jurisdictions, whenever appropriate;

4.2.5 Organizing, oversight and management of the patent prosecution process;

4.2.6. Communication with the Authors and/or owners of the RIA regarding legal protection and Management of Intellectual Property;

4.2.7. Control over due dates and timely development of necessary documents for payment of patent fees, registration and other fees connected with patent application filing, patent examination and granting of patent and other titles of protection in cooperation with the relevant offices of the Institute;

4.2.8. Organizing the process of keeping in force the patent portfolio and other titles of protection, including control over terms of legal procedures and timely preparation of necessary documents for its performance, organizing and oversight of the management process, and preparation of offers concerning termination of patents and/or other documents in accordance with the loss of commercial value of the respective Intellectual Property;

4.2.9. Engagement of external specialized organizations and patent attorneys for legal actions concerning patent filing and/or registration procedures, keeping patent portfolio legal protection in force and other actions;

4.2.10. Development of licensing strategy for the Intellectual Property of the Institute;

4.2.11. Identification and review of potential markets and licensees;

4.2.12. Organization and negotiation of license contracts and other agreements for commercialization of the Results of Intellectual Activities of the Institute;

4.2.13. Monitoring the execution of license contracts and other agreements regarding commercialization of the Results of Intellectual Activities of the Institute;

4.2.14. Organizing the processes of royalty collection, distribution and control over enforcing obligations, compliance of agreements provisions and local acts of the Institute, and conducting this activity in cooperation with the relevant offices of the Institute;

4.2.15. Monitoring and analysis of possible infringements of the Institute’s Intellectual Property;

4.2.16. Initiating the following processes:

– legal protection of Intellectual Property rights of the Institute;

– recovery of damages, remunerations and other fees in the Institute’s favor in case of recovery and legal protection of Intellectual Property rights;

– organizing support of legal protection of rights and legal interests of the Institute in respect of Intellectual Property;

4.2.17. Informing the financial service of the Institute and providing necessary documents for registration of Intellectual Property as an intangible asset;

4.2.18. Other services reasonably necessary for protection, management and commercialization of Intellectual Property.

4.3. Disclosure of the subject of Result of Intellectual Activity.

4.3.1. In case of the creation of research, scientific and/or technical results including service RIA which may be legally protected, within 1 (one) month of creation of the RIA, the Author(s) shall be obliged to deliver a description of the RIA to the KTO by completing a Result of Intellectual Activity Disclosure Form (RIADF).

Disclosure shall be deemed made when the Author has submitted a completed Result of Intellectual Activity Disclosure Form to the KTO.

The RIADF shall be deemed fully completed when all information in such disclosure is sufficient for the KTO specialist to understand it. Author(s) who signed the RIADF shall be responsible for accuracy and completeness of the information provided to the KTO.

4.3.2. The Employees including Faculty and Students interested in further development of their independently created RIA under support and participation of the KTO should notify the KTO thereof by submitting an RIADF.

4.3.3. Research and/or scientific and technical results, including an RIA developed with the Use of Resources of the Institute should be submitted to the KTO by way of an RIADF.

4.3.4. The RIADF shall be provided in accordance with form, stipulated in Appendix 1.

4.3.5. Whereas the terms and conditions of agreements on research and development works and other contracts, as a rule, impose obligations towards reporting on the created RIA, the said information should be promptly brought to the notice of the KTO by way of  the respective research leader of a research team of the Institute submitting the RIADF.

In cases contemplated by sub-clauses 3.2.3 and 3.2.4 of clause 3.2 hereof, the responsibility for providing the KTO of the Institute with an RIADF shall be assumed by a counter-party under a respective agreement, wherefore the respective agreements shall have required and necessary provisions providing for compliance with the above requirements specified in this paragraph.

4.3.6. The trade secret regime shall apply with respect to information contained in the RIADF. The trade secret regime will be applied only to the extent necessary to secure IP protection while minimizing delays in scholarly publications. The Authors and the offices of the Institute who have access to RIADF are responsible for maintaining the regime of trade secret with respect to the RIADF.

In case of disclosure of the information contained in RIADF by the Employees, including Faculty and Students, as well as by the offices of the Institute responsible for maintaining the trade secret regime, the KTO will not bear any responsibility for refusal in legal protection of the respective RIA or occurrence of adverse circumstances related to the legal protection, and has the right not to take any actions aimed at granting legal protection.

The trade secret regime shall be applied until establishing the priority date of an invention, utility model, or industrial design. The term for keeping the trade secret regime, however, may be shortened or extended upon a decision of the KTO, including the cases when the Authors request on the necessity to publish or otherwise distribute the information contained in the RIADF.

4.4. Upon receipt of the RIADF the KTO shall provide expertise including:

– internal analysis of commercial potential and review of possibility and expediency of patenting (or other way of legally protecting the Result of Intellectual Activity);

– measures for marketing the Results of Intellectual Activity unless the Institute has not received any request for other actions such as a waiver of rights to the RIA.

The standard period of examination may not exceed 1 (one) month from the date of the RIADF receipt by the KTO. In case of a need to receive additional information from the Author(s) or engagement of additional experts for analysis and examination of the possibility of legal protection and/or commercial potential of the RIA, this period may be extended but should not exceed 2 (two) months.

4.5. The Institute’s Employees, including Faculty and Students, may freely publish scientific works, independently or jointly, respecting the conditions of the existing nondisclosure agreements with the Sponsors and other third parties, as well as taking into account clauses 2.5 and 4.3.6. hereof.

If it is required to prepare and to submit patent applications with respect to any such protectable Results of Intellectual Activity, the RIADF should be submitted to the KTO not less than 30 (thirty) days prior to any planned publication.

4.6. Commercialization of research and/or scientific and technical results and/or Intellectual Property of the Institute may be carried out as follows:

– exploitation of exclusive rights to respective Intellectual Property, or

– licensing of the right to use the IP, or

– providing access to physical or material reproduction of technology, whenever required, or

– in other forms consistent with applicable laws.

Section 5. Compensation and distribution of IP revenue.

5.1.        Successful commercialization of the Results of Intellectual Activity includes both financial return and beneficial social impact. Thus, obtaining a fair financial return is one of the main goals of the legal protection of RIA in the Institute.

5.1.1. The revenue from commercialization of RIA is the main factor that defines the financial incentives of Authors within creation of protectable RIA.

5.1.2. The remuneration for the creation of the service RIA is the additional accessory factor of the incentive compensation of the Authors; it does not depend on the commercial success of the RIA and will be paid to the Authors in the events specified by the legislation of RF for purpose of additional stimulation of innovative activity of Employees. The payment conditions and procedure of the remuneration for the creation of service RIA are specified by the Regulations on Compensation for the Employees of the Skolkovo Institute of Science and Technology, approved by the order of the President of Skoltech. The amount of remuneration for the creation of service RIA is specified by the order of the president of Skoltech.

5.2. On an annual basis Skoltech shall distribute Gross IP Revenue in accordance with the following:

5.2.1. Skoltech will retain the direct costs, including commercial and administration costs, related to obtaining and maintaining legal protection for the particular Intellectual Property;

5.2.2. Skoltech will retain an administrative fee of 15% of Gross IP Revenue less of expenses in Clause 5.2.1 hereof;

5.2.3. Skoltech will distribute ⅓ of Net IP Revenue to the Authors of the respective RIA. Said amount will be divided equally by the number of such Authors, except as otherwise provided by agreement among the Authors and as long as the Authors have informed the KTO about it in writing.

When Authors are employees of a third-party organization, the Institute will transfer the respective part of Net IP Revenue to Authors’ Home Organization for further distribution to Authors in accordance with internal rules and at sole responsibility of that organization.

Skoltech will distribute Net IP Revenue within the period from January 01 till March 31 of the year following the year when the Gross IP Revenue was received.

5.2.4. The remaining ⅔ of the Net IP Revenue is distributed to the Institute.

5.3. If the Institute in partial lieu of fees (royalties) receives a stake in the equity capital, shares of a corporate stock or shares of a company, any Author of such RIA, who has stake in the equity capital, shares of a corporate stock or shares of such company, will not claim the Institute’s interest to stake in the equity capital of such company, shares of a corporate stock, or shares of a company, distributed in favor of the Institute.

5.4. For all Authors, except the ones mentioned in paragraph 5.3 hereof, Skoltech will, upon occurrence of a liquidity event (sale of a stake in the equity capital, shares of a corporate stock or shares of a company, Initial Public Offering or stock sale to a public company) distribute cash (corresponding to the Authors’ equity shares) to the Authors according to the provisions, established in Section 5.2 hereof.

Section 6. Final provisions

6.1. Obligations regarding exclusive rights to RIA.

Employees, including Faculty, Students, Visitors, Affiliates, in accordance with their obligations, following from participating in research activities in the Institute under employment contract or civil contract or participating in research and development works as a primary condition to get access to the appropriate works, are obliged to:

– agree with the Intellectual Property rights distribution, stipulated herein, and

– sign the documents that are necessary for legal protection of the RIA as a part of such agreement.

6.2. Administration.

6.2.1. This Policy is approved by the President of the Institute.

6.2.2. The President of the Institute is the final arbiter of any disputed issues of interpretation relating to this Policy. The President has the right to approve exceptions from the general rules of this Policy.

6.2.3. If due to the modification of Russian legislation some provisions of this Policy come into conflict with the law of the Russian Federation, such provisions will be terminated. The law of the Russian Federation will be applied until the amendment to this Policy goes into effect.

6.3. This Policy is drawn up in two languages, Russian and English. in the event of conflict between the two versions According to the Law of Russian Federation “On the languages of the nations of Russian Federation” within the territory of Russian Federation the official documentation in organizations, companies and institutions carries on the Russian language as the state language of Russian Federation. The Russian language version prevails.