RE: [EXT] Re: IP Agreement for enivsAGE Project

Hi Tim and Steve,

Here’s the proposed email that we suggest you share to Lifeguard – for your information, our questions were inspired from the information we could find the Application Guide<https://www.envis-age.ca/wp-content/uploads/2024/10/30484_envisAGE_GuideApplicants24_EN_02.pdf> for the Envisage program:

[

Hi Meighen,

Thank you for sending us an updated IP Agreement for the Envisage project.  After our initial review, we would like to clarify a few high-level points:

  1.  Our understanding is that the role of the evaluators is to assist the business receiving the Envisage grant to develop their innovation.  What is the rationale for including the evaluators as joint owners of the IP?
  2.  Please clarify whether the Envisage program has any restrictions or requirements with respect tot the ownership of the IP involved in the project.
  3.  More specifically, is this IP agreement (or some other form of documentation) required for our continued participation in the Envisage project?
  4.  Has Lifeguard made any representation to the Envisage program with respect to the ownership of IP or TheKey’s role in the project.

Clarifying these initial points will help us better understanding what arrangements and legal agreements that we can put in place to continue our partnership.

]

To inform your discussion with Lifeguard, I have also included more detailed questions based on my reading of the Application Guide – these questions could eventually be used as follow-up questions to Lifeguard to clarify the requirements of the Envisage program.

Let us know if you need anything else, we remain available.

Nicolas.

For Internal Use Only:

  1.  Does Envisage require that the ownership of the IP related to the innovation supported by Envisage be shared equally amongst the partners?
  2.  It is our understanding that the evaluators merely have an advisory role in assisting the business receiving the Envisage grant to develop their innovation and that the applicant SME remains the owner of the technology – why does the current agreement provide that the evaluators jointly share the ownership of the IP?  Has there been any business discussions with the evaluators regarding ownership of IP? If so, please clarify the nature of the agreement?
  3.  Other than a Ultimate Recipient Agreement to be entered amongst Myca Health and its collaborators (the collaborators being a “Community Lab” and a “Beachhead partner”), it does not appear that the Envisage program requires that The Key and Myca Health enter into a particular agreement for the purposes of receiving the grant: could you confirm whether it is a requirement for Myca Health and The Key to enter into an agreement to fulfill a requirement of the Envisage program?
     *   Since Myca Health/Lifeguard and The Key are in the process of negotiating a separate agreement after the end of the pilot program, this tripartite agreement seems duplicative and likely contradictory.
  4.  If an agreement is unavoidable and necessary, please clarify what is The Key’s role in this project in accordance with the terms of the Envisage program?

From: Timothy Thomas <tt@thekey.com>
Sent: May-07-25 11:56 AM
To: Steve Koyanagi <skoyanagi@thekey.com>
Cc: Nicolas Charest <ncharest@fasken.com>; Michael Shortt <mshortt@fasken.com>; Enoch Chang <echang@fasken.com>
Subject: Re: [EXT] Re: IP Agreement for enivsAGE Project

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Works for me.

On Wed, May 7, 2025 at 11:53 AM Steve Koyanagi <skoyanagi@thekey.com<mailto:skoyanagi@thekey.com>> wrote:
Can you guys do it right at 2 pm pst?

On Wed, May 7, 2025 at 4:42 AM Nicolas Charest <ncharest@fasken.com<mailto:ncharest@fasken.com>> wrote:
Hi Steve and Tim,

Enoch, Michael and I had a chance to review the agreement (attaching a compare between the version that we last commented, v(3) and the v(4) you circulated).

It would be helpful for our review to discuss what are the current key business terms among the parties, since upon reviewing it, it does not seem like the positions evolved much on some of these clauses, and some of which remain problematic from an IP perspective  (especially 3.1 and 3.2), and in some situation, could be contradictory with the terms contemplated for the larger LifeGuard/The Key IP deal.

  *   Once we are clear on the agreed upon terms, we suggest having Fasken take the pen on drafting the agreement and bulk it up with more circumscribed language.

Enoch and I are generally available today, except from noon to 14h PST (your time).

Thank you in advance,

Nicolas.

From: Michael Shortt <mshortt@fasken.com<mailto:mshortt@fasken.com>>
Sent: May-05-25 3:57 PM
To: Steve Koyanagi <skoyanagi@thekey.com<mailto:skoyanagi@thekey.com>>; Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>; Enoch Chang <echang@fasken.com<mailto:echang@fasken.com>>; Nicolas Charest <ncharest@fasken.com<mailto:ncharest@fasken.com>>
Subject: RE: [EXT] Re: IP Agreement for enivsAGE Project

Good afternoon and apologies for the delayed A/R. My colleague Nicolas Charest worked on the earlier version of this draft, and will be handling this review! As a result, we’ll be abler to get it to you in a time- and cost-effective manner!

Michael Shortt
, MA, LLB, BCL
Partner / Associé
T  +1 514 397 5270<tel:+1%20514%20397%205270>
 |
mshortt@fasken.com<mailto:mshortt@fasken.com>
Fasken Martineau DuMoulin LLP

From: Steve Koyanagi <skoyanagi@thekey.com<mailto:skoyanagi@thekey.com>>
Sent: May-05-25 1:36 PM
To: Michael Shortt <mshortt@fasken.com<mailto:mshortt@fasken.com>>; Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>; Enoch Chang <echang@fasken.com<mailto:echang@fasken.com>>
Subject: [EXT] Re: IP Agreement for enivsAGE Project

{ATTENTION : Ce courriel provient de l'extérieur de Fasken. Soyez prudent avant de cliquer sur des liens ou d'ouvrir des pièces jointes.}
Hi Michael, hope you had a nice weekend. Just wanted to follow up and confirm you got this and can review quickly. Let us know. Thanks!

On Fri, May 2, 2025 at 8:39 AM Steve Koyanagi <skoyanagi@thekey.com<mailto:skoyanagi@thekey.com>> wrote:
Michael,

Attached is an updated IP agreement. Are you able to review this asap and we can touch base early next week?
From: Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>
Date: Fri, May 2, 2025 at 6:01 AM
Subject: Fwd: IP Agreement for enivsAGE Project
To: Steve Koyanagi <skoyanagi@thekey.com<mailto:skoyanagi@thekey.com>>

Hi Steve,

The IP agreement has been modified since we last reviewed it. Please take a look.

Thanks!
From: Meighen Fitzpatrick <mfitzpatrick@joinlifeguard.com<mailto:mfitzpatrick@joinlifeguard.com>>
Date: Thu, May 1, 2025 at 6:29 PM
Subject: IP Agreement for enivsAGE Project
To: Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>

Hi Tim,

Attached is the updated version of the Intellectual Property Agreement. Below is a brief summary of the key terms:

  *   Only parties who contribute to the development of intellectual property (IP) during the project are eligible for ownership.

  *   Background IP remains the sole property of the originating party.

  *   Joint IP is co-owned by contributing parties, and commercialization requires mutual consent under specific conditions.
If these terms are acceptable to you, I’ll go ahead and send the agreement via DocuSign for your review and signature.
Thanks!
Meighen

Meighen Fitzpatrick

Vice President of Product

514-975-6849

mfitzpatrick@joinlifeguard.com<mailto:mfitzpatrick@joinlifeguard.com>

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