1. SIS Session “Protecting Know- How and Trade Secrets in Collaborative R&D Relationships” Dr. Gene Slowinski (Rutgers University Business School) Dr. Ed Hummel (Lucent Technologies Bell Labs) Dr. Bob Kumpf (Bayer MaterialScience)

2. , Slide 2 Summary of Project Intellectual property is the currency of the millennium Collaborative R&D is increasingly common for reducing costs while enlarging the space of accessible innovations and reducing time to market. A round table with over twenty firms was conducted to understand how firms successfully share proprietary information in collaborative relationships. The results of this study fall into three general areas:  (1) Issues in Non - Disclosure Agreements  (2) Issues in Joint Development agreements and  (3) Organizational issues that effect intellectual asset protection.

3. , Slide 3 Process for the SIS We will pose a series of questions from the study that we found interesting We’ll ask for your comments and “stories” We’ll facilitate a real time brainstorming  Mindmapping If interested you’ll receive a copy of the summarized results of today’s SIS (drop off business cards)

4. , Slide 4 Questions for SIS What specific steps do you take to protect know- how in collaborative R&D relationships? What specific steps do you take to protect know- how in international R&D relationships? Is exclusivity worth it? Do you have examples of successful (or unsuccessful) practices in sharing know-how in collaborative R&D relationships?

5. , Slide 5 Results of SIS Session - Overview

6. Question 1: What specific steps do you take to protect know-how in collaborative R&D relationships?

7. , Slide 7 What specific steps do you take to protect know-how in collaborative R&D relationships? Overview

8. , Slide 8 Strategy: Physical Engagement

9. , Slide 9 Training: Need to educate people involved in a joint development relationship

10. , Slide 10 Special cases

11. , Slide 11 Strategy: Have a clear understanding of what are truly the secrets and know-how that need to be protected and how they will be protected

12. , Slide 12 General Best Practices

13. , Slide 13 Find a balance Process Discipline

14. Question 2: What specific steps do you take to protect know-how in international R&D relationships?

15. , Slide 15 What specific steps do you take to protect know-how in international R&D relationships? Overview

16. , Slide 16 Issue: International collaborative agreements as such are of "?" legal value

17. , Slide 17 How many NDA's are actually litigated?

18. , Slide 18 Issue: Be aware of high risk countries but also high risk companies

19. , Slide 19 The "company" is also a variable Multi-nationals are best "Reputation" of the specific company The HQ company may not agree to sign along with the local legal entity

20. , Slide 20 What is the relationship between technology, legal, and business organizations in your company and how could it be better in the context of collaborative R&D

21. , Slide 21 Suppliers and customers have specific issues because of different agendas

22. , Slide 22 Best practice: Use geographic regions and international law

23. , Slide 23 Who keeps tracks of agreements?

24. Question 3: Is exclusivity "worth it" in agreements?

25. , Slide 25 Is exclusivity "worth it" in agreements? Overview

26. , Slide 26 Opinions

27. , Slide 27 General Issues

28. , Slide 28 Avoiding a premium for exclusivity

29. Question 4: Examples of successful (or unsuccessful) practices

30. , Slide 30 Examples of successful (or unsuccessful) practices Overview

31. , Slide 31 "Heads of Agreement" as soon as possible but

32. , Slide 32 Foreign collaborations

33. , Slide 33 Universities