جامعة

HAMAD BIN KHALIFA

UNIVERSITY

imagine

INSTITUTE FOR GENETIC DISEASES

AGREEMENT BETWEEN

IMAGINE INSTITUTE OF GENETIC DISEASES

AND HAMAD BIN KHALIFA UNIVERSITY

EDUCATION AND RESEARCH COLLABORATION AGREEMENT

This Education and Research Collaboration Agreement (the "Agreement") is made as of March 18, 2019 (the (Effective Date"), between:

imagine Institute of Genetic Diseases ("'IGD"), having a principal place of business at 24, Boulevard du

Montparnasse 75015, Paris - France

AND

Hamad Bin Khalifa University ("HBKU"), an institute of higher learning and research under Qatar Foundation for

Education, Science and Community Development, with principal offices at PO Box 34110, Education City,

Doha-Qatar

NIGD and HBKU may each be herein individually referred to as a "Party" and collectively as the "Parties")

BACKGROUND

Imagine Institute for Genetic Diseases is a patient-centered research institute with the purpose of tackling genetic diseases.

Imagine Institute is committed to knowledge sharing to ensure today's progress becomes the future of medicine.

Hamad Bin Khalifa University is an academic teaching and research institution with expertise in educating and training research scientists, graduate students and other medical personnel.

Hamad Bin Khalifa University is willing to support HBKU students for research training at lIGD upon the terms and conditions set forth herein.

IIGD and HBKU collectively agree to collaborate on agreed upon research projects between scientist at both institutes.

IIGD and HBKU collectively agree to submit applications to calls for proposals to fund research projects in Qatar, Europe and internationally.
NSTITUTE FOR GENETIC DISEASES

IMAGINE INSTITUTE OF GENETIC DISEASES

AND HAMAD BIN KHALIFA UNIVERSITY

LAMAD BIN KHALIFA

INIVERSITY

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

fine terms waed, in pural rin angular; under this Agreement shal have the meaning set fut in the following definitions:

1.1 "Agreement" means this Education and Research Collaboration Agreement, together with its appendices and amendments if any, but to the exclusion of Specific Agreements.

1.2 "Personnel" means the employee of each Party in charge of the management of the Program.

11.3 h.4 1.5 11.6

2.

2.1

2.2 "Programs" means the purposes and objectives described in article 1.

"Research" means a collaborative research project identified and selected by the Parties and which will be performed by the Parties under Specific Agreements.

"Research Fellows" means individuals who may participate in research under the Program as research fellows according to the provisions of article 2.

"Specific Agreement" means a specific agreement signed by the parties concerning specific research projects identified in the course of the Agreement or for Research Fellows.

Purposes

By this Agreement, the Parties undertake to promote cooperation and to facilitate exchanges, in particular in the following areas:

• Areas of interest: autism and intellectual disabilities, genetics of infectious diseases, primary immuno deficiencies and HIV, congenital malformations, diabetes.

Methodologic areas of interest: non-coding DNA, multigenic models, single cell analyses, deep learning/artificial intelligence.

In order to achieve this cooperation, the Parties will:

• Identify more specifically the major areas, disciplines or topics of individual or mutual interest in which an exchange of activities can be most productively channeled;

• Develop capacity building, education and training on innovative skills and techniques and implement joint organization of conferences and seminars;

• Exchange professionals and experts;

• Develop joint research projects, student exchange, exchange of innovative technical services, medical management and consultations and related activities, including those affiliated with HBKU.

This Agreement does not bind either party to any financial commitments whatsoever.
- جامعة

HAD BIR KHALIFA

IYERSITY L

imagine

ANSTITUTE FOR GENETIC DISEASES

AGREEMENT BETWEEN

IMAGINE INSTITUTE OF GENETIC DISEASES

AND HAMAD BIN KHALIFA UNIVERSITY

B.1

B.2

3.3

3.4

8.5

8.6

Programs

Personnel: IIGD and HBKU will select qualified personnel to facilitate, develop, and oversee the

Program. Personnel of each Party constitute a steering committee. Each Party will ask for additional persons to assist at the steering committee meetings, on a case by case basis, according to its skills. The steering committee will meet twice a year during this Agreement either in person or via telephone or video conference. The steering committee will be responsible for the review of progress of the Program, the coordination of the teams dedicated to the performance of the Research, and the control of the publications and communications, if any. The steering committee shall keep minutes of its meetings.

Identification of Research: HBKU and IIGD will identify the Research that both Parties intend to collectively work on. The decision on the Research areas shall be determined through a collective agreement by both Parties according to the areas mentioned above. The Parties will collectively seek research funding from available resources in Qatar and abroad. The Parties agree to work collectively on sourcing funding through QNRF research programs, subject to the terms and conditions of such programs.

Exchange: Parties will facilitate the exchange program among scientists of both institutions for the implementation of Research and student supervision. To sustain the collaboration,

Parties will encourage joint funding ventures through available avenues.

Research Fellows: Research Fellows from HBKU will focus their efforts primarily o research activities at lIGD and shall be subject to all of the terms, conditions and policies applicable to other IIGD research fellows. Working with IIGD Scientists, Research Fellows will learn research methodology and practice. Similarly, Research Fellows from IIGD will focus efforts on research activities at HBKU and shall be subject to all of the terms, conditions and policies applicable to other HBKU research follows. Working with HBKU Scientists, Research Fellows will learn research methodology and practice. To be considered for this fellowship, an application letter and supporting documentation, including a CV, must be provided to the

Program steering committee. A Specific Agreement will specify the terms and conditions of each Research Fellows' program.

Research Fellows: Research Fellows will be appointed by IIGD or HBKU (depending on the working site) for a period agreed upon between the Personnel of the Parties.

Selection of Research Fellows: HBKU and IIGD will identify qualified applicants for the role described under this Agreement and for which each Party will provide support for its qualified
INSTITUTE FOR GEMETIC DISEASES

IMAGINE INSTITUTE OF GENETIC DISEASES

AND HAMAD BIN KHALIFA UNIVERSITY

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LAMÃO BIN KHALIFA K

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applicant. Exceptional applicants will be invited for interview with the host Party scientists. In accordance with all applicable IIGD and HBKU selection criteria and procedures, IIGD and

HBKU will collectively determine which applicants, if any, shall be selected for participation in the Program as Research Fellows implicated under a Research area. IIGD will not be obligated to select any applicant identified by HBKU under this Agreement during a fellowship cycle or off-cycle in a given year. HBKU will not be obligated to select any applicant identified by IIGD under this agreement during a fellowship cycle or off-cycle in a given year.

3.7

Access to Facilities and Equipment: Subject to the applicable policies of HBKU and IIGD,

Parties will provide access to facilities and equipment for purposes consistent with the re search and educational objectives of the Program.

4.

Confidentiality

Each Party agrees that Research Fellows, students, Personnel and employees will comply with confidentiality and non-use obligations of this Agreement. Each Party agrees to keep confidential, and not reproduce, copy or disclose to any other person or firm, any trade secrets and other proprietary or confidential information and data concerning both Parties, or any information designated or treated as confidential by both Parties under this Agreement or any Specific Agreement.

5.

Intellectual Property Matters

The Parties acknowledge the possibility that inventions or discoveries that are or may be patentable or protectable under applicable laws may be made during the Program ("Inventions"). Notwithstanding anything contained herein, any inventorship made during the Program will be determined in accordance with the Parties' policies and procedures. The Parties also acknowledge the possibility that non-patentable forms of intellectual broperty, such as copyrightable works and software, may be made during the Program ("Program IP").

Ownership and disposition of all such Program IP will be determined in accordance with Parties policies and procedure.

6.

Compliance

The Parties to this Agreement intend to comply with all applicable laws, rules and regulations.

7.

Use of Names

Use of names of Parties is not permitted other than in connection with promotional and organizational materials for the Program approved in writing in advance by Parties.
INSTITUTE FOR GENETIC DISEASES

IMAGINE INSTITUTE OF GENETIC DISEASES

AND HAMAD BIN KHALIFA UNIVERSITY

حمد بن خليفة جامعة

MAD SIN KHALF AS

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Term and Termination

Term: The period of performance of this Agreement shall begin on the Effective Date and shall extend until two (2) years from the Effective Date, unless terminated earlier by either Party as set forth below (the "Term") and will be renewed with their mutual consent and signature.

8.2

Termination for Convenience: Either Party may terminate this Agreement for any reason or for no reason upon ninety (90) days prior written notice to the other Party, without any indemnification. Such termination shall not affect the validity of any Specific Agreements already made and that are ongoing under the terms of this Agreement.

Indemnification

Each Party (the "Indemnifying Party") agrees to indemnify and hold harmless the other Party and any of its respective directors, trustees, officers, medical and professional staff, students, employees, and agents and their respective successors, heirs, and assigns (each and "Indemnified Party"), at the Indemnifying Party's sole expense, from and against any and all third party claims, suits, losses, damages, costs, fees, expenses (including reasonable attorney's fees and any expenses of litigation), and other liabilities (collectively, "Claims) to the extent based on or arising out of personal injury or tangible property damage caused by the Indemnifying Party n connection with the performance of its obligations or exercise of its rights under this Agreement, except to the extent that such Claims are caused by the negligence, recklessness, or intentional misconduct of an Indemhified Party. The Party seeking indemnification shall: (a) promptly notify in writing the other Party of the existence of any Claims (provided, however, that the failure to give such notice shall not limit obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby): (b) cooperate fully in the investigation and defense of Claims; and (c) not seek to settle or compromise any Claims without the consent of the other

Party. This Paragraph shall not waive any statutory limitations of liability available to either Party nor shall it waive any defenses either Party may have with respect to any Claims. Participant shall not be considered a

Party under this paragraph or Agreement 10.

10.1

Miscellaneous

Entire Agreement; Modifications; Including: This Agreement contains the entire agreement and understanding between the Parties as to its subject matter and merges all prior and contemporaneous oral or written agreements or discussions between the Parties. This Agreement can be modified or amended only by a written agreement duly signed by persons authorized to sign agreements on behalf of lIGD and HBKU, as the case may be. Where the word "including" may appear in this Agreement, such term shall be deemed to mean "including without limitation."

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جم جامعة

ANSTITUTE FOR GENETIE DISFASES

AGREEMENT BETWEEN

IMAGINE INSTITUTE OF GENETIC DISEASES

AND HAMAD BIN KHALIFA UNIVERSITY

10.2

Disputes: The Parties shall attempt to settle any disputes relating to this Agreement, its interpretation or enforceability. Should such an attempt fail, the Parties agree that all disputes shall be subject to the exclusive jurisdiction of the courts of the defendant.

10.3

10.4

Waiver. Any waiver of any breach under this Agreement must be in writing and the waiver by any Party of a breach of any provision of this Agreement will not be construed as a waiver of a subsequent breach of the same provision by that Party or the breach of any other provision of this Agreement.

No Agency. Joint Venture, or Partnership; No Third Party Beneficiaries: Each Party's relationship to the other Party under this Agreement will be that of an independent contractor and neither Party shall be considered to be an agent, joint venturer, or partner of the other Party. The provisions of this Agreement shall be for the exclusive benefit of the Parties, and no third party is an intended beneficiary of, or shall be entitled to rely on, the provisions of this agreement.

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement under seal as of March 18, 2019 (the "Effective Date")

IMAGINE INSTITUTE OF GENETIC DISEASES

HAMAD BIN KHALIFA UNIVERSITY

By:

Title:

lakes ly.

Prot. stanstas Lyonned

Director, IIGD

Address for Notices magine - Institute of Genetic Diseases 24 Bd du Montparnasse 75015 Paris, France

el

Tyle: President, M. Ha

Dr. Ahmad M. Hasnah

Address for Notices:

Hance of the Provostniversity

P. O. Box 34110,

Education City, Doha, Qatar