NU-ROOF

1. NU-ROOF PRAGUE 35M FINAL GENERAL ASSEMBLY November 6th-7th 2012

2. Agenda

3. Current status of the project WP1: concept WP2: research WP3: application guidelines and thermal modeling WP4: knowledge management system WP5: demo WP6: business models WP7: training WP8: management Duration: 36 Months Start: January 2010 End: December 2012

4. Advancement on Product Development LAB TESTS ON GOING NATURAL AGEING TESTS 6 MONTHS UNYA APPLICATION TESTS AND TRAINING ARTIFICIAL AGEING TESTS 6 MONTHS ONE OR TWO FINAL PRODUCTS: DEMO

5. Advancement on the Knowledge Base OK, BUT NEEDS TO BE INSTALLED Module 1: DOCUMENTS SEARCH Module2: COLLABORATIVE TOOLS Module 3: CUSTOMIZATION SUPPORT SYSTEM Module 4: E LEARNING AND APPLICATION GUIDELINES

6. Objectives of this meeting • Sara willremind the remainingfinancial and administrativedeadlines (tomorrow) • Wehaveto complete the applicationtrials (today) • ActionPlanto fine tune the membrane production method • Share responsibilities in writing Deliverable 5.2 • Wehavetoreachfinal agreement on the ExploitationContract (signature=endofDecember)

7. REMINDER ON EXPLOITATION AGREEMENT Antonio

8. Why we have chosen to file a patent Advantage: • we can do dissemination immediately after filing without fearing that competitors block any future exploitation, • costs and efforts increase gradually • final results of NU ROOF will be more convincing to the eye of the commission • Even if patent is fully abandoned, nobody can file a similar one and monopoly is prevented Disadvantage: • some additional work, • costs after 30 months (for pct) or after 22 months (for epo) will rise for those who decide to maintain the patent

9. Where to apply for a patent • National patent offices • National patent valid only in the country where it is granted • Non-residents can also apply for a patent • One year of "priority" for subsequent applications • European Patent Office (EPO) • A European patent is equivalent to national patents in the countries where it is granted (the applicant chooses the countries) • Via the Patent Cooperation Treaty (PCT) • Just one application for up to 141 countries • After the initial application phase, the international application leads to multiple national patent examination procedures • Decisions with cost implications can be delayed until 30-31 months after filing (e.g. choice of countries to file in)

10. Optional The patent procedure (PCT) Publication of application (18 months) Choice Application: ~4200€ EPO: Germany, Italy, Turkey, Czech Republic,… Direct Entry: (EXAMPLES) UPTO (USA) 30 months OPTIONAL Pre Examination: 8 months

11. TOWARDS AN AGREEMENT ON EXPLOITATION RULES Antonio

12. What we have done, what is left to do We have a patent which was submitted in July 2012 (n. PCT/IT2012/000230) We have an advanced Exploitation Agreement By tomorrow we have to reach final agreement

13. Main Logic of the Draft Exploitation Agreement (v 5) • CO-OWNERSHIP OF THE NUROOF PATENT ON EQUAL BASIS (INITIALLY 10%) • EACH CO-OWNER CAN PRODUCE AND SELL THE MEMBRANES WITHOUT FEES TO PAY TO OTHER CO-OWNERS • THE CO-OWNERS CAN SELL PATENT LICENSES, BUT ONLY IN COMMON AGREEMENT and THROUGH A SINGLE CONTACT PERSON REPRESENTING ALL CO-OWNERS • EACH ASSIGNEE CAN SELL OR BUY SHARES, UNDER CERTAIN CONDITIONS • ASSIGNEES NOT WILLING TO PAY PATENT COSTS WILL LOOSE THEIR SHARE • FREE LICENSE TO USE THE NUROOF KNOW HOW TO MAKE FURTHER RESEARCH, BUT ONLY FOR APPLICATIONS NOT IN DIRECT COMPETITION WITH NU ROOF CO-OWNERS

14. CO-OWNERSHIP MECHANISM (UNCHANGED FROM BARBERINO) During the first 30 months: equal transfer of ownership to each SME and SMEs AG (ref: “TRANSFER OF OWNERSHIP IN FAVOUR OF THE CO-OWNERS”) When entering each regional / national phase: a new co-ownership is established with all partners belonging to the regional / national phase (ref. “CO-OWNERS’ RIGHTS”) EXAMPLE: Month1: 10 partners (A,B,C,D,E,F,G,H,I,L) are given equal shares (10% of co-ownership of the pending application) Before month 30: Partner F,G,H,I,L decide to quit → shares are redistributed to A,B,C,D,E (20% each) Month 30: (entering of the national / regional phase): EPO Germany + Italy + Czech Republic + Spain: partners A, B, C (33% co-ownership of the EPO patent in that region). After few months partner C sells his shares to partner A → the new configuration is partner A = 66%, partner B=33% in this region United States : partners A, B (50% co-ownership of the USPTO patent in this region) Arabic Emirates: partners C (100% ownership of the Arabian patent in this region)

15. PRODUCTION AND SALES OF NUROOF MEMBRANES (UNCHANGED FROM BARBERINO) After that the patent application is filed (June 2012) each one of the co-owners has the right to produce and sell the NU ROOF based products anywhere and without paying nothing to co-owners, until the grant of the regional / national patents. After the beginning of the regional / national phases (30 months approximately) each one of the co-owners has the right to produce and/or sell the NU ROOF based products only in the region / nations where he applied, without paying nothing to anybody. EXAMPLE: Month1: 10 partners (A,B,C,D,E,F,G,H,I,L) are given equal shares (10% of co-ownership of the pending application). Each one can produce and sell everywhere. Month 30: (entering of the national / regional phase): EPO Germany + Italy + Czech Republic + Spain: only partners A, B, C have the right to produce and/or sell in Germany, Italy, Czech republic, Spain United States : only partners A, B have the right to produce and/or sell in the United States Arabic Emirates: only partners C have the right to produce and/ or sell in the Arabic Emirates

16. LICENSE TO OTHER COMPANIES (MODIFIED AFTER BARBERINO) The Co-Owners shall, through a Common Decision Procedure with a simple majority voting, appoint, among them, a Licensing Manager and agree on a set of indication on licensing and/or approve a standard license agreement to be used. The Licensing Manager shall (i) identify the potential Licensees; (ii) manage the communication and contact strategy with the potential Licensees; (iii) reach a draft license agreement on the basis of the indications approved by the Co-Owners/ pursuant to the standard license agreement approved by the Co-Owners. (iv) maintain communications and transparency through the whole negotiation and execution process; EXAMPLE: a USPTO is granted to partners A (20%), B (20%), C (20%), D (40%). A Licensing Manager is named, he will be the only contact point for potential licensees. Royalties from a license will be shared according to the shares of ownership. For example if 40000$ of royalties are generated, they will be distributed according to the proportion of shares of the co-owners (A=8000$, B=8000$, C=8000$, D=16000$). A premium fee may be granted to the License Manager and to the company having found the licensee. This premium fee will be discussed on a case by case among the co-owners.

17. TRANSFER OF OWNERSHIP FROM D’APPOLONIA AND ROLE OF THE ADMINISTRATOR (UNCHANGED FROM BARBERINO) • Filing (ref. TRANSFER OF OWNERSHIP IN FAVOUR OF THE CO-OWNERS): D’Appolonia within 6 months, will transfer all shares to the SME and SME AGs on equal basis. This step is suggested since some countries stop the filing procedure for military reasons. A transfer of recordal, instead, cannot be stopped; • D’Appolonia, will informally act as Administrator in charge (ref. D’APPOLONIA OBLIGATIONS), until the ownership transfer. Nothing will be due for this activity to D’Appolonia. • The role of the Administrator (ref. PATENT ADMINISTRATOR) will be to become the only reference vis-à-vis the Co-Owners and keep them updated, in a suitable form, of the progress of the PCT Application and to forward them any formal communication received either from the PTO or from the Patent Attorney Firm-in–charge; • Before withdrawing from the role of Administrator, the assembly will vote a new Administrator following the Common Decision Procedure (50% vote + 1, by email or letter). Ref. APPOINTMENT OF THE PATENT ADMINISTRATOR

18. TERMINATION OF A CO-OWNERSHIP (SLIGHT MODIFICATION IN RED) • RULE 21: DEFAULTING CO-OWNER • A Co-Owner becomes a Defaulting Co-Owner should one of the following circumstances occur: • it has not complied with the required payments for the Necessary Patent Costs in due time; • it has violated the obligations related to Licensing and Confidentiality. • RULE 22: TERMINATION OF A CO-OWNER FROM ITS POSITION • A Co-Owner may be terminated from its position by effect of a Common Decision Procedure, should one of the following circumstances occur: • change of controlling shareholders of one of the Co-Owner, its merger, acquisition, transfer or change, where the incoming shareholder can be considered as a direct competitor of any other Co-owner; • the Co-Owner becomes or is declared insolvent or bankrupt, or however subject to any other bankruptcy or receivership proceeding; • the Co-Owner becomes a Defaulting Co-Owner as defined above. • The decision to terminate a Co-Owner from its position shall be adopted by unanimous consent

19. Rule 7: RTD’S RIGHTS AND OBLIGATIONS (unchanged) The concerned RTD shall be entitled, without the previous consent of the original PCT Co-Owners, to enter into relations with third parties which are not active in the Market of Interest to pursue economical benefits from the Further Results with reference to products and/or services falling without the Market of Interest. The concerned RTD shall not be entitled, without the previous consent of the original PCT Co-Owners, to enter into relations with third parties which are active in the Market of Interest to pursue economical benefits from the Further Results with reference to products and/or services related to the Market of Interest.

20. CONCLUSIONS • CO-OWNERSHIP OF THE NUROOF PATENT ON EQUAL BASIS (INITIALLY 10%) • AFTER 18 MONTHS: REGIONAL AND NATIONAL PHASES. THIS MEANS THAT THERE WILL BE DIFFERENT GROUPS OF CO-OWNERS, WITH (INITIALLY) EQUAL SHARES • EACH ASSIGNEE CAN SELL OR BUY SHARES, UNDER CERTAIN CONDITIONS • ASSIGNEES NOT WILLING TO PAY PATENT COSTS WILL LOOSE THEIR SHARE • EACH CO-OWNER CAN PRODUCE AND SELL THE MEMBRANES IN THEIR REGIONS WITHOUT FEES TO PAY TO OTHER CO-OWNERS • THE CO-OWNERS CAN SELL PATENT LICENSES IN THEIR REGIONS, BUT ONLY IN COMMON AGREEMENT and THROUGH A SINGLE CONTACT PERSON (THE LICENSE MANAGER) REPRESENTING ALL CO-OWNERS • THE RTD CAN USE THE KNOW HOW TO MAKE FURTHER RESEARCH, BUT ONLY FOR DIFFERENT APPLICATIONS THAN ROOF WATERPROOFING

21. WHAT’S NEXT TO DO BEFORE DECEMBER • Co-owners: Complete patent payment -> D’Appolonia transfers the ownership • AMSP and NTUA: upload photos in the nuroof website (under “meeetings / prague”) • All: sign the Exploitation Agreement • All: comply with administrative requirements (follow Sara reminder) • Associations: Continue Dissemination and circulate photos • RTDs: write a research papers (optional) • DAPP: update knowledge base content • Redhada: install knowledge base • Borner: coordinate the effort to achieve target pricing definition • NTUA: coordinate writing of D5.3 • State of the art composition of the paint and relevant tests (leader: Nanophos) • Artificial Weathering Tests; protocol, results and conclusions  for PVB and Polyesther(leader: TNO) • Natural Weathering Tests; protocol, on going results and conclusions  (UNYA and TNO) • Testing Rig  (leader: NTUA)