A*STAR Terms and Conditions 2020

A*STAR Terms and Conditions 2020 is sponsored by Agency for Science, Technology and Research (A*STAR). A*STAR Terms and Conditions 2020. Funding program from the Agency for Science, Technology and Research (A*STAR), Singapore.

Version 2. 0 with e ffect as of 1 Jan 2020 1.

1 In this Contract, unless the contrary intention appears: - “Acceptance Form” means the Acceptance Form accompanying the Letter of Award which is to be completed by the Institutions and Investigators; “Application” means the application for the Funding submitted to Grantor by the Host Institution for and on behalf of the Institutions collectively and given the grant number specified in the Letter of Award; “Approved Proposal” means the Application to undertake the Research described therein as approved by Grantor (together with all modifications, amendments and revisions required by Grantor ); “Approved Third Parties” means the Grantor, any publicly funded research institute, research centre, university, polytechnic or other institute of higher learning based in “Assets” means all equipment, computer software, goods, products, databases, accessories, hardware and any other asset purchased or acquired using the Funds but do not include Research IP or consumables; “Background IP” or “BIP” has the meaning set out in Clause 14 .

1.

“Collaborator” means any company, institution, incorporated body or other industry or academic collaborator , which is not an Institution or an Investigator but is to be engaged in the Research in collaboration with the Institutions or any of them; “Co -Funder” means any other organi sation , institution, body, association (unincorporated or otherwise) or corporation which co -funds any part of the Funding under this Contract whether through or together with Grantor ; “Contract” means collectively these Terms and Conditions, the Letter of Award, Application, Approved Proposal, Guidelines and Policies (wh ich shall be communicated to the Institutions as applicable) ; “Deliverables” means the tangible outcomes of the Research to be achieved by the Institutions and Investigators as specified in the Approved Proposal ; “Director of Research” means the person identified as leading the Office of Research; “Final Report” means the report described in Clause 10.

7; “Final Claims” has the meaning set out in Clause 9. 1 ; “Final Statement of Account” has the meaning set out in Clause 9. 1 ; “Funding” or “Funds” means the amount or amounts payable under this Contract for each project as specified in the Letter of Award ; “Grantor” me ans “Agency for Science, Technology and Research (A*STAR)” providing the Funding as set out in the Letter of Award ;Version 2.

0 with e ffect as of 1 Jan 2020 “Guidelines” means th e applicable guidelines for application for grants from the Grantor and includes all instructions to applicants (if any) and all application forms which are in “Host Institution” means the body or institution or administering organi sation named in the Letter of Award as the “Host Institution” as the body responsible for undertaking and managing the Research; “Institutions” means collectively the Host Institution and the Partne r Institutions and “Institution ” shall mean any one of th em; patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know -how), mask -works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields; “Investigators” means the Re search Personnel identified as I nvestigators in th e Letter “IRB” means institutional review board ; “Lead Principal Investigator” means the Investigator identified in the Letter of Award as the overall lead in the conduct of the Research ; “Letter of Award” means the letter issued by Grantor pr eceding these Terms and Conditions under which the grant of the Funds is made to the Institutions; “Material s” means documents, samples, information and data stored by any means ; “Milestones” means the agreed milestones that the Institutions and Investi gators shall achieve as specified in the Approved Proposal ; “Office of Research” means the office established by the Host Institution in accordance “Partner Institutions” means the bodies or institutions named in the Letter of Award as the “Partner Institutions” as the bodies responsible for working together with the Host Institution to undertake the Research; “Periodic Audit Report” means the report described in Clause 1 0.

3 ; “Periodic Requisition” means the requisition sent to the Grantor as described in Clause “Policies” means any policy, instruction, standard operating procedure, regulation or rule issued by Grantor by itself or on behalf of or together with any Co -Funder in relation to the Funding provided under this Contract; “Research” means the project approved by Grantor as described in the Approved Proposal subject to any modifications or amendments thereto made in accordance with Clause 1 1;Version 2.

0 with e ffect as of 1 Jan 2020 “Research IP” has the meani ng set out in Clause 14.

2; “Research Personnel” means the Investigators and all other employees, consultants and agents of the Institutions who will be engaged in and / or perform the Research; “Revenue” means gross consideration received by Institutions and/or Grantor and/or Research Personnel (as the case may be) from the licensing or commercialisation of “Term” means the term of this Contract , beginning with the project start date for the duration of funding as specifi ed in the Letter of Award /Acceptance Form ; “Yearly Progress Report” means the report described in Clause 10.

5. 2. 1 The Funding will be provided by the Grantor and used by the Institutions during the Term in accordance with this Contract.

2. 2 The Institutions shall use the Funds for the Research only and not for any other 2.

3 Each Investigator shall faithfully and diligently carry out or cause to be carried out all necessary research and development work and to devote all necessary time, resources and support to ensure the successful conduct, implementation and completion of the Research in accordance with this Contract and consistent with internationally recognised good research practices and ethical standards.

Each Institution shall en sure that the Research Personnel within their employ undertake and properly discharge the foregoing obligations. 2. 4 Other than expressly allowed under th is Contract , the Funds or any part thereof shall not be channelled to Collaborators or to fund research and development activities 2.

5 The Institutions shall not solicit or receive any funds or such other means of support for carrying out the Research from any other person, company, body, organisation, institution or agency (governmental or non -governmental) without Grantor ’s prior written consent, such consent not to be unreasonably withheld. 3.

Accuracy of Information The Institutions warrant that the information contained in the Application, all reports referred to in this Contract and any other information submitted to Grantor relating to the Research or the Funding are complet e, accurate and not misleading.

Without limiting the generality of the foregoing, the following are examples of incomplete, inaccurate and/ or misleading informati on: (a) false or improper reports of financial accounts ; (c) false or improper documents ; (d) fictitious track records ; (e) inflated report s of funds obtained from other sources for the Research; (f) omission of information on other funding sources for the Research; (g) false or inaccurate claims that proper approvals (including IRB approvals) have been obtained ;Version 2.

0 with e ffect as of 1 Jan 2020 (h) false or inaccurate reports on the progress of the Research and achievement of Milestones and Deliverables ; (i) false or inaccurate reports on the status o f collaborations with third parties relating to the Research ; and (j) false claims in the publication record, such as, describing a paper as being published even though it has only been submitted for publication . 4.

Administration of the Funding 4. 1 The Institutions shall ensure that the Research is carried out with due care, diligence and skill and that the Funds are used in accordance with this Contract. 4.

2 The Host Institution shall be responsible for administering and co -ordinating all matters relating to the Research, use of the Funds, communications with Grantor , and reporting requirements for and on behalf of all the Institutions .

For this purpose, the Host Institution shall be represented by its chief executive officer or equivalent office holder an d establish an Office of Research , led by a Director of Research, to facilitate such responsibilities.

Where its chief executive officer or Director of Research is also the Lead Principal Investigator, the Host Institution shall appoint another non -conflic ted person from its management to represent the Host Institution . Notwithstanding the foregoing, Grantor reserves the right to communicate directly with any Institution or Investigator on matters relating to this Contract. 4.

3 The Host Institution shall be responsible for: - (a) ensuring that all Institutions and Research Personnel are aware of their respective responsibilities and that they comply with this Contract; (b) providing and/or procuring the basic facilities needed to carry out the Research as detailed i n the Approved Proposal; (c) ensuring that the Investigators adopt the highest achievable standards , exhibit impeccable integrity and follow all prevailing guidelines on good research practices in Singapore (or internationally established guidelines, where applicable) in the conduct of the Research ; (d) monitoring the scientific progress of the Research towards achievement of the Milestones and Deliverables and reporting to Grantor any deviations or anticipated problems which may materially affect the Research; (e) ensuring , where applicable, that local IRB , research ethics committee and multi -centre research ethics committee approvals are granted for the Research and that no activities requiring such approval is initiated before it has been (f) ensuring, where applicable, that the Institutions put in place proper procedures and guidelines to ensure regular and effective monitoring of the Research by the IRB or ethics committee; (g) ensuring , where applicable, that all ethics approvals for the conduct of studies using animals are granted including approva ls of the relevant institutional animal care and use committee or such other body appointed to deal with ethical issues relating to the care and use of animals in research; Version 2.

0 with e ffect as of 1 Jan 2020 (h) ensuring , where applicable, that all necessary regulatory licences or approvals fo r the Research have been granted prior to the commencement of any work (i) ensuring , where applicable, that any clinical trials (as defined under any applicable Singapore law ) conducted as part of the Research are conducted in accordance w ith the applicable regulations ; (j) ensuring that the work under the Research complies with all relevant current laws, government rules and regulations and other applicable guidelines and procedures including those introduced whil e the work is in progress; (k) ensuring that all Research Personnel involved in animal research and in the breeding, housing and care of animals, are properly trained and supervised; (l) ensuring that Grantor is immediately notified in writing of any development that will adversely affect t he progress of the Research; (m) ensuring that Grantor is immediately notified in writing upon cessation by any Investigator of active involvement in the Research or long leave of absence (n) ensuring that Grantor is immediately notified in writing if any work carried out using the Funding diverges materially from the Approved Proposal .

4. 4 Each Institution shall be responsible for ensuring that its Investigators working under the Research are aware that they are indi vidually responsible for maintaining appropriate professional indemnity insurance coverage (if mandated under Singapore law) . For the avoidance of doubt, Grantor will not be responsible for the costs of such 4.

5 Each Institution must have in place adeq uate systems for ensuring the integrity of research carried out by its staff so that scientific misconduct (e.g. plagiarism, falsification of data, improper selecti on of data) and unethical behaviour can be prevented.

Each Institution shall implement effec tive mechanisms for identifying scientific misconduct and /or un ethical behaviour and have in place clearly publicised and agreed procedures for investigating allegations of such scientific misconduct and /or unethical behaviour . The Institutions shall repor t to Grantor all incidents or allegations of such scientific misconduct or unethical behaviour at the earliest 4.

6 Without prejudice to the Host Institution’s obligations under this Contract, the Institutions and Investigators shall do all things necessary to enable compliance by the Host Institution of its obligations under this Contract . 4. 7 The Host Institution shall be responsible for monitoring the expenditure of the Funding by the Institutions and ensuring that the Funding is utili sed in accordance with this Contract.

In the event that the Funding is not utilised in accordance with this Contract, the Host Institution shall immediately inform the Grantor and provide full details of the same, and take all action necessary to minimi se furthe r use of the Funding and inform Grantor of the action taken. Version 2. 0 with e ffect as of 1 Jan 2020 4.

8 The Institution s shall manage the use of the Funding for indirect cost in accordance with the Guidelines . Investigators should refer to their Institution s for their policy of managing such use . The Grantor does not manage indirect cost funding.

5. 1 The Institutions shall ensure that the Research Personnel conduct the Research with due care, diligence and skill and comply with this Contract. 5.

2 The Host Institution shall ensure each Institution and Investigator submit the Acceptance Form together with all other required documents to Grantor (either electronically or in hardcopy) within the time stipulated. 5. 3 If any Investigator is un able to continue the Research, the Instit ution engaging such Investigator shall, subject to the written approval of Grantor , appoint a successor within a reasonable time.

In seeking approval, the Institution must satisfy Grantor that the proposed successor has the requisite qualifications and ski lls to continue the Research.

In the event that the Institution is unable to appoint a successor acceptable to Grantor within a reasonable time or where the nature of the appointment of the Investigator in the particular Letter of Award is non -transferable , Grantor shall have the right to terminate the Funding and/or th is Contract. 6.

Milestones and Deliverables The Institutions and the Investigators shall endeavour to achieve the Milestones and Deliverables within the timelines set out in its Approved Proposal. 7.

1 Disbursement of the Funds shall be made in accordance with the following provisions: (a) Each Institution shall submit requisitions for direct and/or indirect costs for which the Funding is permitted to be used to Grantor for approval on a quarterly (or any other interval as agreed by Grantor) basis (“ Periodic Requisition”) .

(b) Each Institution shall include, with its Periodic Requisition, d etailed schedules of expenditure incurred for the previous period which are certified correct by (c) Grantor shall decide if it will disburse the approved Periodic Requisition amount s to the Host Institution for the Host Institution to administer subsequent disbursements to Partner Institutions, or if the Periodic Requisition amounts will be disbursed directly to all Institutions .

Where it is decided that the Host Institution shall administer the disbursement s, the Partner Institutions shall issue a requisition to the Host Institution, and the Host Institution shall be responsible for collation of the requisitions and disbursement of funds to the (d) Disbursement of the Funding shall be subject to the due performance of and compliance with this Contract by Institutions including, but not limited to, the securing of any necessary ethics approvals (e .

g. IRB for the Research ), with satisfactory documentary evidence to be provided to Grantor . Version 2.

0 with e ffect as of 1 Jan 2020 8. 1 Each Institution shall keep and maintain full and detailed records and accounts relating to the Funding and the Research , including all items of expenditure incurred for or in connection with the Research where the Funding was used . 8.

2 Grantor is entitled from time to time to conduct ad hoc on -site audits to ensure that the terms of this Contract are being, or were met by the Institutions and that the reports and all information submitted to Grantor by the Institutions are accurate , c orrect and not misleading. In such event, Clause s 8. 3 -8.

6 shall apply. 8. 3 Pursuant to Clause 8.

2 , t he Institutions shall, at all reasonable times during the Term and for five (5) years after the expiration or termination of this Contract , grant Grantor and i ts authorized representatives: - (a) unhindered access to: - (i) the Research Personnel; (ii) premises occupied by the Institution s; (iii) the Assets and Material s; (iv) all accounts, records and documents in relation to the Research and Funding and its administration kept by the Institutions in accordance (b) reasonable assistance to: (i) inspect the performance of the Research; (ii) make copies of any accounts, records and documents in relation to the Research and Funding and its administration kept by the Institutions in accordance with Clause 8.

1 and remove those copies; and (iii) make copies of Material s (where applicable) and remove those copies. 8. 4 The access rights in Clause 8.

3 are subject to: - (a) the provision of reasonable prior notice by Grantor ; and (b) the applicable Institution’s reasonable security procedures. 8. 5 In the event that Grantor is investigating a matter which, in its opinion, may involve an actual or suspected unethical conduct, or breach of the law or breach of the terms of this Contract, Clause 8.

4 (a) will not apply. 8. 6 Upon receipt of reasonable written notice from Grantor, the Institutions and Investigators shall provide the Grantor with all reasonable cooperation and assistance in connection with the audits.

Version 2. 0 with e ffect as of 1 Jan 2020 9. Return of Unu sed Funds and Final Statement of Account / Final Claims 9.

1 Each Institution shall submit a final statement of account (“ Final Statement of Account ”) or final claims (“Final Claims”) to Grantor within six (6) months of the completion of the Research, or termination of this Contract, or the end of the Term , whichever is the earlie st , failing which Grantor may refuse to make further disbursements of the Funding and/or disallow further claims from such Institution .

Where direc ted by the Grantor, the relevant Institution shall return to the Grantor any unused Funds. 9. 2 For Funds received in advance, Institution should ensure that the Final Statement of Account is submitted on time, so that prompt action can be taken to return any unutilised advancements 1 .

I f an Institution fails to submit the Final Statement of Account in accordance with Clause 9. 1, the Lead Principal Investigator will not be eligible to submit new grant applications as Lead Principal Investigator for a period starting from the final report submission deadline, and ending one year from t he date the overdue Final Statement of Account is received by Grantor. 10.

Reporting Requirements 10. 1 The Institutions shall submit the reports and statements set out in this Clause 10 in accordance with the format required by Grantor . Notwithstanding Clauses 1 0.

2 to 1 0. 8, the Grantor may vary the reporting requirements of the Institutions in the Letter of Award. This includes but is not limited to requiring the Institutions to provide reports and statements within different deadlines or at more regular intervals.

The provisions of this Clause 1 0 shall apply (together with any necessary adjustments ) to such 10. 2 Time is of the essence with respect to the obligations set out in this Clause 1 0. In the event that an Institution fails to fulfil any requirement set out in this Clause 10 within the stipulated timeline or to demonstrate satisfactory progress in the Research , Grantor may discontinue further disbursements of t he Funding .

10. 3 Each Institution shall submit an audit report (“ Periodic Audit Report ”) containing all relevant financial information on the Research . 10.

4 The Periodic Audit Report must be prepared by each Institution ’s internal or external auditors . The audit requirements are specified in the audit terms of reference as provided by the Grantor separately . 10.

5 The Host Institution shall submit to Grantor , on a Financial Year ( “FY ”) basis, progress reports prepared by the Investigators in respect of the scientific progress and results of Research (“ Yearly Progress Reports ”). Yearly Progress Report s shall be submitted on or before 31 May (two ( 2) months from the end of the FY) or on such earlier date as reasonably required by Grantor .

The requirement to submit a Yearly Progress Report is waived if the start of the Term is three ( 3) months or less from the end of the > 1The treatment on interest accrued ,if a ny ,should comply with the rules as determined by the funding Version 2. 0 with e ffect as of 1 Jan 2020 10. 6 Grantor will review the Yearly Progress Report against the objectives of the Research as stated in this Contract.

The Host Institution will be contacted for further information if the Yearly Progress Report is deemed inadequate or unsatisfactory. 10. 7 The Host Institution shall submit to Gra ntor a final report (“ Final Report ”) within three (3) months from the end of the Term.

Grantor will review the outcomes against the objective(s) of the Research as stated in this Contract. 10. 8 If the Host Institution fails to submit the Final Report in accordance with Clause 10.

7 the Lead Principal Investigator will not be eligible to submit new grant applications as Lead Principal Investigator for a period starting from the final report submission deadline, and ending one year from the date the overdue Final Report is received by No material amendments, alterations or changes shall be made to the Research without Grantor ’s prior written approval.

Save as aforesaid, the Host Institution shall notify Grantor in writing of all other amendments, alterations or changes made to the Research as soon as possible . For the purposes of this Clause , “material amendments, alterations or changes” shall mean those amendments, alteration s or changes that have a material ef fect on the scope, nature, direction or purpose of the Research.

Each Institution shall effect and maintain adequate insurance policies to cover any liability arising from its participation in the Research including, but not limited to, those required under any applicable legislation. If requested, an Institution shall provide Grantor with a copy of such insurance policies. 13.

Publications of Results and Findings 13. 1 Subject to the provisions of this Clause 1 3, the Institution s may publish, at any symposia, national, international or regional professional meeting or in any journal, thesis, dissertation, newspaper or otherwise of its own choosing, the findings, methods and results derived from the Research. 13.

2 The Institution s shall ensure that all publications arising from the Research are made publicly available no later than twelve ( 12 ) months after the official date of publication. A copy of the publication shall be deposited in the Institution ’s open access repository (or any other institutional/subject open access repository), in accordance to the Institution ’s 13.

3 The Institutions shall ensure that a ll publications acknowledge the funding support provided by Grantor and , where appropriate, the scientific and other contributions of the other Institutions and Research Personnel in accordance with established norms. 14. Intellectual Property Rights 14.

1 Background Intellectual Property (“BIP ”) is any existing IP contributed by the Institutions and/or Collaborators into the Research . Unless expressly agreed otherwise, this Contract shall not affect each party’s rights to its BIP. Version 2.

0 with e ffect as of 1 Jan 2020 14. 2 All Intellectual Property howsoever arising from the Research (“ Research IP ”) shall, at the first instance, be the property of the Institutions in such proportions as they may determine. This is without prejudice to any agreement that the Institutions may enter into with the Collaborators, Investigators or Research Personnel on o wnership and exploitation of Research IP.

14. 3 The Investigators shall identify and disclose to the Institutions details of all such Research IP. The Institutions shall make such details of Research IP available to Grantor for inspection at any time.

14. 4 Management of all Research IP shall have reference to and be guided by the key principles of the Singapore National IP Protocol for Publicly Funded R&D. 14.

5 The Institutions shall keep and maintain a full, comprehensive and updated set of statements, records and accounts documenting the Revenue from the ir commercialisation and exploitation of the Research IP. 14.

6 The Institutions sh ould reserve a royalty -free , irrevocable, worldwide, perpetual and non -exclusive right for the Government and public sector agencies to use any licensed or assigned Research IP for their statutory functions, non -commercial and/or R& D purposes.

Notwithstanding the foregoing, the Institutions may seek a waiver of this Clause from Grantor, if such waiver would support the effective commerc ialisation of the Research IP by a third party pursuant to the National IP Protocol for Publicly Funded R&D . Any waiver would be at Grantor’s absolute discretion. 15.

Ownership and Use of Assets 15. 1 Su bject to this Clause 15 title and ownership of the Assets and Materials will vest in the Institutions in such manner as to be determined amongst themselves . Save as provided in Clauses 15.

2, 15. 3, and 15. 4, the Assets and Materials shall be used only for the Research.

All Assets shall be physically located in Singapore or other locations approved by the Grantor and maintained within the control of the applicable Institutions 15.

2 The Institutions shall permit Approved Third Parties to access and use the Assets at no charge upon prior appointment provided that: (i) such access and use shall be subject to the availability of the Assets and there are no third party licensing terms restricting such use ; and (ii) the Institutions shall be entitled to impose charges for the suppl y of materials, other services and utilities charges connected with the use of the Assets by the Approved Third Parties.

15. 3 The Institutions may allow its employees to use the Assets for purposes other than the Research provided always that such use shall : (i) be allowed only during the times when the Assets are not being used for the Research; and (ii) not impede the Institutions from meeting its obligations and undertakings under this Contract . 15.

4 Upon the expiry or termination of this Contract and for a per iod of five (5) years thereafter, Grantor may require the Institutions to grant access for the use of any of the Assets by Grantor or any party identified by Grantor at no charge to the Grantor. Version 2. 0 with e ffect as of 1 Jan 2020 16.

1 Unless earlier terminated in accordance with this Contract or if an extension of time is approved , t his Contract shall end upon the expiry of the Term . Unless otherwise specifically provided in the Letter of Award, any application for extension of time sha ll be submitted no later than six (6) months before the original end of the Term . 17.

1 Grantor may terminate the Funding or this Contract upon the occurrence of any of the (a) any breach of this Contract by any Institution or any Research Personnel which (b) failure to remedy any breach of this Contract (where such breach is capable of remedy) by any Institution or any Research Personnel within ninety (90) days of written notification of such breach by Grantor ; (c) breach of ethics by any Institution or Research Personnel in the conduct of the Research including, but not limited to, ethical rules on patient safety; (d) work carried out by the I nstitutions using the Funding diverg es material ly from (e) misconduct relating to the Research; (f) any corruption , misrepresentation and/or fraud by the Institution and/ or Research Personnel and/ or other staff relating to the Research or Funding; (g) stoppage of work on the Research; (h) cessation of any Investigator ’s active involvement in the Research ; (i) ceasing or threatening to cease to carry on business by any Institution ; or (j) Grantor is of the opinion that the continued performance of the Research is not The Host Institution shall immediately inform the Grantor upon its becoming aware of the occurrence of any of the above events.

17. 2 In the event that this Contract is suspended or terminated pursuant to Clause 17. 5 , the Grantor shall meet any further amounts incurred under the Funding for work done under the Research up to the date of suspension or termination .

Clause 7 shall apply (with the necessary adjustments) to such claims. 17. 3 In the event that this Contract is te rminated pursuant to Clause 17.

1 , Grantor may, but shall not be obliged to, meet any further amounts incurred under the Funding for work done under the Research up to the date of termination. The provisions of Clause 7 shall apply (with the necessary adjus tments) to such claims. Notwithstanding anything to the contrary, in the event of termination pursuant to Clause s 17.

1 (c), (e), or (f), the Version 2. 0 with e ffect as of 1 Jan 2020 Institutions agree that Grantor may require the Institutions to return all or some of the Funds previously disburse d by Grantor . 17.

4 Upon termination of this Contract , the Institutions shall : (a) take all necessary actions to minimise further expenditure on the Research (up to the termination date) ; and (b) return to the Grantor all monies that have not been expended under the 17.

5 If any Institution is unable to comply with any term or condition of th is Contract by reason of a Force Majeure event beyond the reasonable control of such Institution, all Institutions’ obligations hereunder shall be suspended during the time a nd to the extent that the first Institution is prevented from complying therewith by the Force Majeure event provided that the Host Institution shall have first given written notice to Grantor specifying the nature and details of such event and the probabl e extent of the suspension.

The affected Institution shall use reasonable efforts to minimize and reduce the period of