MITI Report on International R&D Cooperation

[David Farber <farber () linc cis upenn edu>]

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.




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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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