[Promulgated on March 30, 2020]

NATIONAL TAIWAN UNIVERSITY
Directives for the Incubation of Start-Ups Derived from Research and Development Results

November 08, 2016     Passed by the 2,926^th Administrative Meeting

December 27, 2016     Amended and passed by the 2,932^nd Administrative Meeting

   February 19, 2019     Amended and passed by the 3,030^th Administrative Meeting

           July 09, 2019     Amended and passed by the 3,045^th Administrative Meeting

       March 03, 2020     Amended and passed by the 3,063^rd Administrative Meeting

Article 1         Purpose
National Taiwan University (NTU or “the University”) formulates the NTU Directives for the Incubation of Start-Ups Derived from Research and Development Results (“the Directives”) in accordance with the Fundamental Science and Technology Act to effectively manage and utilize research and development results accomplished by NTU faculty members and students as well as researchers and developers employed by the University and to promote start-ups derived from such R&D results.

Article 2         Rights and interests
Matters related to the use of the University’s research and development results for the establishment of start-ups by NTU faculty members and students (including former and retired employees) as well as researchers and developers employed by the University shall be handled in accordance with the provisions herein.

Article 3         Definitions
A “derivative start-up” herein shall mean a new venture derived from the University’s research and development results which are to be established by a team of NTU faculty members and students (including former and retired employees) as well as researchers and developers employed by the University and which is not yet registered as a profit-seeking enterprise at the time of application. The University and the R&D team may become shareholders of the start-up using technologies or labor as a form of capital contribution, after which the start-up may be incorporated pursuant to the Company Act. The University may not hold more than 50% of a start-up’s equity.

Article 4         Procedures
The Office of Research and Development shall be the competent authority for matters related to derivative start-ups of the University, the application procedures for which are listed below (see Appendix I for the flow chart):

1.  Submission of a Derivative Start-Up Application Form by the start-up proposer

2.  Declaration of the patents and technologies included in the start-up proposal

3.  Convening of a Start-Up Appraisal Committee (“the Appraisal Committee”) meeting to determine the value of said patents and technologies

4.  Convening of a Start-Up Review Committee (“the Review Committee”) meeting to finalize the basic licensing terms and other related matters based on the technological valuation recommended in accordance with the preceding subparagraph

5.  Notifying the start-up proposer of the licensing terms for the proposed start-up

6.  Negotiation with the start-up and signing of a derivative start-up licensing agreement

7.  Payment of licensing fees and transfer of shares (equity) by the start-up

Article 5    Regulations for start-up appraisal and review meetings
The Appraisal Committee shall be convened by the Director of the Center of Industry-Academia Collaboration (CIAC), Office of Research and Development, with 3–5 technical experts as members.

The Review Committee shall consist of 5–7 members, including 1 executive vice president as convener and the Vice President for Financial Affairs, Vice President for Research and Development, and CIAC Director as ex officio members. The remaining seats shall be appointed by the President on the recommendation of the Office of Research and Development and shall serve a two-year term.

Article 6    Licensing fees and running royalties
Licensing fees may include a combination of cash and equity. Before licensing fees and running royalties are distributed, the appropriate portion payable to funding/sponsoring agencies shall be deducted.

Distribution of licensing fees and running royalties will not involve writing off the R&D costs of related patents, nor will it involve distribution to affiliated department(s), graduate institute(s), and/or college(s).

Licensing fees and running royalties approved by the Review Committee may be distributed to the R&D team, but the University shall be entitled to at least a 30% share. Notwithstanding the foregoing, regulations set forth by funding/sponsoring agencies, if any, shall prevail, provided that authorization is granted by the Review Committee. Inventors or R&D teams that have been determined to be ineligible for licensing fee sharing by the Review Committee may not participate in the distribution of licensing fees paid to the University by start-ups.

Article 7    Secondment and part-time employment
Matters related to secondment and part-time employment resulting from NTU full-time faculty members’ participation in start-ups shall be subject to the University’s Directives Governing Full-Time Faculty Members on Secondment, the Guidelines for Non-Executive Full-time Faculty Members Holding Full-time or Part-time Concurrent Positions in For-Profit Organizations or Bodies, and Regulations for Full-time Faculty Members (whether in executive positions or not) Holding Concurrent Positions in For-profit Organizations or Bodies on Behalf of the University.

Pursuant to the University’s Regulations Governing the Claiming and Distribution of the Academic Feedback Fund for Full-time Faculty Members Holding Full-time or Part-time Concurrent Positions in For-Profit Organizations or Bodies, NTU full-time faculty members who are on secondment to or work part-time at a start-up shall contribute to the University’s Academic Feedback Fund.

Article 8    Contract signing
Start-up proposers shall incorporate their new venture and sign a derivative start-up licensing agreement with the University within six months of being notified of the start-up licensing terms. Subsequent matters shall be handled in accordance with the provisions herein and other applicable regulations of the University.

Article 9    Disclosure of conflicts of interest
Start-up proposers must disclose all potential conflicts of interest in accordance with applicable regulations.

Article 10   Matters not addressed herein shall be handled in accordance with applicable regulations.

Article 11   The Directives shall be passed by the Administrative Meeting and then implemented on the date of promulgation.