THE UNIVERSITY OF DA NANG

UNIVERSITY OF ECONOMICS

---@&?---
BUSINESS NEGOTIATION

Title

ISRAEL – TECHNOLOGY TRANSFER

NEGOTIATION PROJECT

Class : 47K01.1

Group : 01

Lecturer: Nguyen Anh Tuan

Author : Nguyen Van Tam

Ho Bao Bao

Le Thi Thanh Truc

Nguyen Vo Thao Nhi

Doan Thi Tuong Vy

Nguyen Phuong Nhi

Da Nang, September 2023

 MỤC LỤC
I Overview Israeli Economy ....................................................................... 1
1. Technology.................................................................................................. 2
2. Agriculture .................................................................................................. 2
II Analysis of economic sectors with strengths of the partner country
(import-export goods or technologies) .............................................................. 3
1. Hi-Tech Manufacturing: ............................................................................. 3
2. Agriculture: ................................................................................................. 3
3. Cybersecurity: ............................................................................................. 4
4. Financial Services: ...................................................................................... 4
III Evaluate companies in the industry, select partners (with back-up
choice) .................................................................................................................. 5
1. Aquamaof Aquaculture Technology Company Limited ............................. 5
1.1 Company Introduction ............................................................................ 5
1.2 Potential of the fisheries industry: .......................................................... 5
1.3 Introduction of Aquamaof’s Technology - Recirculating Aquaculture
System (RAS)................................................................................................. 7
2. Atlantium technology company (back-up choice) .................................... 11
2.1 Evaluate potential in the industry ......................................................... 11
2.2 . Introduction about the company ......................................................... 12
2.3 Technology Introduction ...................................................................... 12
3. BioFishency technology company ............................................................ 13
3.1 Introduction about company ................................................................. 13
3.2 Evaluate potential in the industry ......................................................... 14
3.3 Technology introduction: BioFishency ELXTM & BioFishency
SPBTM ......................................................................................................... 17
4. Evaluate companies in the industry and select potential partner: ............. 18
IV Contract technology transformation analysis ...................................... 19
1. The structure of the contract ..................................................................... 19
1.1 Definition .............................................................................................. 19
 1.2. Parties to the contract ................................................................................ 19
1.3. Main clause and sample ............................................................................ 19
1.3.1 OBJECT .............................................................................................. 20
1.3.2 TERRITORY ...................................................................................... 20
1.3.3 FRONT-END FEE .............................................................................. 20
1.3.4 ROYALTIES....................................................................................... 20
1.3.5 CONTROL OF TRANSACTIONS .................................................... 20
1.4. APPLICABLE LAW ................................................................................ 20
V . Important terms that may cause conflicts and issues that will have to
be resolved when negotiating related to those terms. .................................... 21
1. Evaluate Notices term: .............................................................................. 21
2. Evaluate Taxes term: ................................................................................. 22
3. Evaluate confidential proprietary term ..................................................... 23
4. Some possible conflict solution ................................................................ 24
VI REFERENCES ........................................................................................ 26
 I Overview Israeli Economy
Israel has a developed free market economy with advanced technology. It
is a country with a sustainable economic foundation with a leading modern
infrastructure and is the only developed country in the Middle East area. Israel is
known as a start-up country and a meeting point for global technology “Big
Boss". It is called Start-up nation - the second best start-up place for new
businesses - only behind the Silicon Valley of the United States
Diamonds industry, high-technology equipment, and pharmaceuticals are
its leading exports. Its major imports include crude oil, grains, raw materials, and
military equipment.
Israel is poor and scarce at natural resources, but highly manufacturing and
advanced technology is replaced. It highly focused on industries, high technology
and very active in software development, Telecommunications, semiconductors.

(EDGE, 2021)
Israeli major trade partner is United States with $16,322,520 thousands
USD of exporting and $8,638,151 thousands USD of importing. Following is
China with $4,398,394 thousands USD of exporting and $10,728,046 thousands
USD of importing. The third trade partner of Israel is Germany according to
Global EDGE’s Statistic.
GDP growth rate annually is 8.612% and total GDP is $409,409 million.
Among Total GDP, Services makes up more than 72%, Industry rate is 17.17%
and Manufacturing is 10.16%

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(EDGE, 2021)

Some Success Fields in Israeli Economic Industry

1. Technology
Science and technology are Israel's leading field.” And yet, 50 years after
its establishment, Israel has become an economic and technological powerhouse.
It has the 21st highest per-capita GDP in the world”. The majority of labor force
here are involved in this field and are the most skilled ones. It is also a place
where the world’ leading technology enterprises are located.
According to industrialist Efi Arazi, “Israel now has a critical mass in high
technology that is far ahead of anything in Europe.” In fact, one in three workers
in the electronics industry is a software specialist. “Educational software is one
of the newest and fastest growing fields. More than 20 companies produce
programs for kindergartens that develop visual and reflective thinking, sense of
color, optical orientation and basic mathematical concepts. Other developments
include computer-aided language and math training for elementary and secondary
schools” (History & Overview of Science & Technology in Israel.)

2. Agriculture
One of the achievement in agriculture of Israel is the drip-irrigation
systems. In drip irrigation, water and nutrients are discharged directly into the
area around the plant's root system, so smaller amounts of water and nutrients can
be used more efficiently. This also allows farmers to supply the exact amount of
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water required by different crops. Today, this progress is controlled by
computers.
Besides, Israel also invented a merchanised system that used to speed up
harvest.
II Analysis of economic sectors with strengths of the partner country
(import-export goods or technologies)
Israel has a diverse and thriving economy, with several key sectors
contributing to its overall strength. There are some of the key economic
sectors and their strengths in Israel:

1. Hi-Tech Manufacturing:
Israel has a strong presence in the hi-tech manufacturing sector. Companies
in this sector produce a wide range of products, including semiconductors,
electronics, industrial machinery, and medical devices,... The country's
manufacturing sector is known for its advanced production techniques,
high quality, and innovation-driven approach, which enables it to export
products to global markets. Exports of the Technology sectors have
reached over 45% of the total exports of the Israeli economy. It occupies
4.9 percent of Israel's GDP is consumed the highest among OECD
countries. In recent years, the government has collected a fair dividend
from its shares in these funds, in addition to repaying loans to successful
startups.
The information technology has helped Israel's economy, specifically its
high-tech industries, lead the world's development in this field. Some
companies are internationally recognized and have been acquired by large
business corporations for billions of dollars. The number of start-ups is
growing thanks to Israel's innovative and skilled workforce. The high-tech
industry is also reflected in the growing presence of companies on Wall
Street and the European stock exchanges.

2. Agriculture:
Israel has made remarkable achievements in agricultural technologies,
particularly in arid and semi-arid regions. The country is known for its
advanced irrigation techniques, water management systems, and crop
enhancement methods. Israeli companies have developed innovative
solutions for drip irrigation, desalination, wastewater treatment, and
precision agriculture. These advancements enable efficient use of water
resources, increase agricultural productivity, and have significant potential
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 for export to other water-scarce regions across the globe. The country's
exports in water and energy technologies are approaching the 1$ billion
annually and are forecasted to rise as the country continues to invest
heavily in the industry.
Between 1950 and 2008, the share of agricultural products in GNP fell
from 11% to 2.6%. At the same time, the share of agricultural exports
decreased from 60% to less than 2% of total exports. This, despite the
absolute increase in annual exports from $20 million in 1950 to $1.2 billion
in 2009, was, among other reasons, due to the widespread adoption of
agricultural methods. innovation, modern irrigation and water treatment
technologies as well as export-oriented agriculture. (Central Intelligence
Agency, 2023); (EDGE, 2021); (https://web.archive.org/, 2023)

3. Cybersecurity:
Israel has gained a strong reputation as a global hub for cybersecurity.
Because of the geopolitical situation in Israel, the country has developed
advanced technologies and expertise to tackle cyber threats, making it a
leader in the field. Israeli cybersecurity companies offer solutions in areas
such as network security, data protection, encryption, threat detection, and
incident response. Over 300 companies offer automated systems in border
control, biometrics scans, IED and UAV jamming systems, video
surveillance and intelligence gathering. The country's military experience,
coupled with a culture of innovation and collaboration between academia
and startups, has fueled the growth of this sector.

4. Financial Services:
Israel's financial services sector plays a vital role in the economy. Israel
has one of the most developed Fintech markets in the world. The country
has a well-regulated banking sector and a strong stock exchange (Tel Aviv
Stock Exchange). Israel's financial institutions offer a wide range of
services, including banking, insurance, investment management, venture
capital, and fintech. The country's robust financial ecosystem and
international financial institutions support local businesses, attract
international investors, and foster entrepreneurial activity. Nowadays, 250
companies operate in Israel in the field of Fintech including: payment
technologies, loans, capital management and savings, money transfers and

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 virtualcurrencies. (Tech profile Israel, 2019); (Economy: Sectors of the
Israeli Economy, 2021); (Nam, 2022);
III Evaluate companies in the industry, select partners (with back-up
choice)

1. Aquamaof Aquaculture Technology Company Limited

1.1 Company Introduction

Aquamaof is a private company, specializing in the field of indoor aquaculture
technology and turnkey projects. The company has 30 years of experience in a
variety of aquaculture sectors to create the latest technology to support the
seafood industry in over 50 locations around the world with a team of technology
experts. Leveraging next-generation techniques, Aquamaof leverages its unique
indoor aquaculture production capabilities by providing innovative, sustainable
and cost-effective solutions to meet today's demands.
There are a wide range of the potential of Aquamaof in Israel:

1.2 Potential of the fisheries industry:

In the world, the demand for seafood is increasing in the global market
thanks to its nutritional value. For example, in terms of volume alone, the shrimp
market consumed about 4.66 million tons of shrimp at the end of 2018 and is
expected to increase to 5.83 million tons by 2024. Especially in Vietnam, a
country bordering the East Sea with gold Seafood export turnover in 2021 is
estimated to reach nearly 9 billion USD. With this figure, Vietnam is already a
world-class country in seafood export. To date, Vietnam has exported to more
than 160 world markets, of which main markets include: US, EU, Japan, China,
Korea...
However, traditional ponds are not capable of meeting consumer demand,
requiring large areas of arable land in ecologically sensitive habitats. Not only
that, traditional farming methods face challenges such as environmental
pollution, disease outbreaks, and overfishing. Therefore, to address global
demand, indoor aquaculture production like Aquamaof could be an optimal
solution.

Government Support and Investment:

Along with the increasing purchasing power of a market of 100 million
people, Vietnam has signed 15 free trade agreements (FTAs), creating favorable
opportunities to encourage and cooperate with foreign businesses, including
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Israel. During the discussion meeting with Vietnamese and Israeli businesses in
the field of fisheries and water treatment in agriculture in Hanoi, November 7,
2022, the possibility of developing and strengthening cooperation between Israel
and Vietnam became even more evident. This is also an opportunity for
companies specializing in indoor aquaculture to transfer technology to the
Vietnamese market such as Aquamaof.

Next-generation outstanding aquaculture technology: [3]

Aquamaof provides advanced Integrated Recirculating Aquaculture
System (RAS) technology - a responsible farming and harvesting solution for fish
and seafood with more than 500 years of accumulated experience and a team of
experts technology, providing maximum control, minimum maintenance and
ultimate sustainability. Their land-based systems use advanced water circulation
and filtration techniques, allowing for greater control over water quality and
environmental conditions. This technology has the potential to revolutionize the
aquaculture industry by enabling the production of high-quality seafood with
minimal environmental impact. In 2020, Aquamaof achieved more than 300
million USD in global sales, leading the terrestrial aquaculture industry and
expected to reach 450,000 tons of annual output potential.
Aquamaof’s technology provides the ability to cultivate not only common
but also exotics aquaculture species for customers such as: Red Tilapia, Basa
Fish, Grouper, Barramundi,...
● Red Tilapia - Oreochromis aureus: This fish is in the same family,
same order, and same class as Black Tilapia. [4] Tilapia is identified
by the Agriculture sector as one of the four main aquaculture species.
Expected in 2020, efforts for the target of 300,000 tons of Tilapia.
[5] Tilapia production in Vietnam reached about 50,000 tons,
accounting for 2.2% of total Aquaculture production.
● Basa Fish - Pangasius: It is a breed of basa fish, also in the same
family and class as Pangasius. [6] According to the Vietnam
Association of Seafood Exporters and Producers (Vasep), Pangasius
export turnover in 2022 will exceeds 2.4 billion USD, an increase of
about 70% over the same period in 2021 and reaching the highest
level ever. Pangasius export prices to markets increased by 20-55%,
especially in the US market. [7] Overall, in the first 7 months of
2022, the CPTPP market consumes more than 13% of Vietnam's
total Pangasius exports, an increase of 73% over the same period in
2021.
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 This can be seen that Aquamaof technology has the ability to maximize the
potential of raising and exporting a number of similar fish breeds in
Vietnam, especially the fish breeds mentioned above.

A reliable companion: [3]

Aquamaof is committed to being a reliable companion throughout the
entire journey of cooperation. They provide partners with comprehensive
solutions to help aquaculture projects succeed from definition, planning, design,
construction and are ready to support at any time. Starting with project
identification, they will work with the partner to understand the partner's
requirements, including fish species, location, local conditions, and more.
Aquamaof then creates detailed engineering and technology blueprints, designing
the onshore facility to meet the partner's exact specifications. Once the facility is
operational, they will support and train partner staff at an early stage, providing
advice on operations, upgrades and technology. All will be accompanied by
Aquamaof from start to finish. (Hjul, 2019); (Anh, 2022); (The New Nature of
Aquaculture, 2021)

1.3 Introduction of Aquamaof’s Technology - Recirculating

Aquaculture System (RAS)

Aquamaof applied a smart eco-system based on RAS (Recirculating Aquaculture

System. This system allow them to manage water consumption effectively and
reduce cost of energy. The system's strict biological processes are
environmentally friendly and help eliminate maximum chemical impurities and
antibiotics, increasing the survival rate of products.With an advanced,
sophisticated and flexible design, the system can adapt to different environmental
conditions and aquatic species.
In addition, this technology also allows controlling the color of shrimp, allowing
shrimp to be harvested with different weights.

RAS consist of 9 compositions:

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A non-mechanical water treatment system that uses filter media with a huge
surface area packed into a small volume to grow bacteria.
- Water flow from the Setting Tanks is controlled automatically.
- The bacteria turn oxygen, alkaline water, and fish waste products into
nitrate, CO2, and hydrogen ions.
- Two phase process of ammonia' s nitrification: turn ammonia to nitrite and
then convert nitrite to nitrate

- Produce more Oxygen with less energy

- Oxygen generated on site
- Recover heat from waste
- Oxygen level regulated in each tank

The facility is designed in accordance with strict biosecurity protocols

- Quarantine
- Disinfection
- Staff Movement Control
- Safety procedures for entering and exiting facility
- SOP's

Harvesting of the fish is carried out when they have reach their desired weight in
line with the Fish Stock Management Plan

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 - The fish are transferred stress-free, from and between the tanks via
the Harvest Channel
- A fish Screw Elevator (Pescalator) transfers fish from Harvest
Channel to Fish Grader
- Fish Grader sorts the fish into prefixed sizes, undersized fish
returned to tanks for further breeding

Harvest Channel is a rectangular cross-section channel located between the

Production Tanks. It is connected to each tank by a "monk" door. After the
monk is opened, the fish are pushed into the Harvest Channel using a fish
pusher. After all fish are in the channel the monk door is closed to prevent the
fish from re-entering the tank. The Fish Screw Elevator is based on the
Archimedes Screw concept, gently rotating to elevate the fish into the Grader
while keeping the fish in water at all times. The grader is located adjacent to the
processing plant load area or packaging and dispatch hall

Monitor all critical components and water parameters 24/7; alarms and provide
SMS notification of critical faults. Automatically activates emergency backup
system: electricity generator, oxygen supply, process. Monitor parameters:
- Water: level, temperature, dissolved oxygen, pH, ORP, NH4-N, NO2-N,
…
- Environment:
- Equipment: biofilter, pumps, blowers, oxygen generator, feed system.

The AquaMaof fish production tanks are designed to hold the growing fish as
well as removing some of the solids from the water. A sediment trap for
collecting fish waste solids is located in the center of the production tank and is
covered by a grid and fine mesh screen to prevent the fish from escaping. The
production tanks have an individual Feeding System and "monk" gate openings
for exiting the fish into the Harvest Channel.

- 2nd step in the solid waste removal process

- Contains media through which the water flows
- The discharged water slowly percolates upward- any heavier than water
solid particles settles on the floor
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 - Provide some denitrification on the nitrate content of the water

- 100% of water go through filter every circle

- NO bypass loops
- Aerobic bioreactors are used for denitrification and pH balance
- Anoxic bioreactors are used for denitrification and alkalinity adjustment
- Improved solid waste separation without drum filters
- High efficiency CIFT: add oxygen and removes CO2, no pumpings- only
gravitation flow and has optimal water distribution
(http://aquamaof.com/, 2019); (Next Generation RAS Aquaculture Technology,
2021);

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 2. Atlantium technology company (back-up choice)

2.1 Evaluate potential in the industry

- In the global aquaculture industrial water treatment:
The expanded trade and traffic volume of shipping operations over the last few
decades have increased the transportation of ballast water globally. Left
untreated, ballast water discharge can have devastating ecological problems,
impacting native species, regional biodiversity and economic well being.
Since 2003, Atlantium has been committed to developing environmentally
friendly UV treatment solutions that contribute to a healthy ecosystem and
positively impact public health. The company’s innovative UV solutions have
been proven to effectively treat the most difficult water treatment applications in
the world and have ensured water biosecurity in more than 3,000 full-scale
installations globally, including aquaculture industrial water treatment
technology, beverage, biopharma…
Unlike most companies in the market, Atlantium Marine is unique in its ability
to develop, validate, integrate and apply a proven UV disinfection ballast water
management solution. Its knowledgeable team can help optimize operations by
guiding engineering firms in the proper installation and operation of the ballast
system. (Disruptive best-in-class UV solution for the ballast water treatment
market., 2019)
- In the fish production industry in Vietnam
Vietnam is one of the main worldwide fish producers and exporters. Its annual
fish production is approximately 5.699.250 tons which supposes an export value
of 1,7 billions USD (statista)
However, the European Union has already warned the wholesalers to
establish tougher control measures on the quality of fish and also on the farming
conditions. One of the core problem is underdeveloped watershed
protection and water management to enhance resilience to climate change
Agriculture, Natural Resources and Rural Real-life applications of those
technologies in Viet Nam are still limited despite growing evidence of the
multiple benefits they generate.
Water pollution in Vietnam: due to the discharge of untreated or
inadequately treated industrial wastewater, as well as the contamination caused
by pesticides, herbicides, and fertilizers used in agriculture. These pollutants can
pose health risks to both aquatic life and humans. In aquaculture systems,
contaminated water negatively affects the health of aquatic organisms, leading to
diseases and reduced growth rates. Water filtering technology plays a crucial role
11
in removing harmful contaminants, ensuring a healthier environment for cultured
species. It also helps produce safe and high-quality aquaculture products that meet
food safety standards. By applying water-filtering technology, countries facing
contaminated water resources can safeguard the health of aquatic species, protect
the environment, comply with regulations, and promote sustainable aquaculture
practices¹.

2.2 . Introduction about the company

Atlantium Technologies was established in 2003. Headquarters: Bet
Shemesh, ISRAEL
Atlantium Technologies provide the world with safe and sustainable
water treatment solutions. Atlantium Technologies Ltd. is a global leader in UV
treatment solutions for power, industrial aquaculture and ballast water
applications. Atlantium’s Hydro-Optic™ (HOD) UV system is a proven and
effective alternative to chemically based treatment technologies
It’s a new era in water disinfection, declares Atlantium Technologies,
which claims to have “re-invented ultraviolet-based water disinfection with
unique Hydro-Optic Disinfection.” The experts will decide if that’s so or not –
but Atlantium’s latest funding round represents a new era in cleantech funding in
Israel.
Moreover, one of the biggest problems with UV disinfection of water is
ensuring that the right dose is administered – sufficient to kill germs or render
them harmless, but not so high that equipment is damaged or unacceptable levels
of ozone are produced. In addition, verifying UV results is complicated, making
it difficult to tell just how clean the water is. Atlantium has developed technology
to deal with all these issues, and, in fact, is one of the few UV systems whose
effectiveness has been validated by the U.S. Environmental Protection Agency.
(Atlantium Home, 2023)

2.3 Technology Introduction

Atlantium’s Hydro-Optic Disinfection UV technology is designed to
achieve 4-log* virus microbiological inactivation levels*: hydraulic and fiber-
optic principles integrated with the simplicity and effectiveness of UV light.
Through the dedicated scientific team and UV industry veterans, the company is
able to capitalize on all the well-known benefits of medium-pressure UV
disinfection, dramatically increasing the effectiveness of our solution while
overcoming the drawbacks of conventional UV systems.

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The firm’s experts have dedicated their time to expanding the knowledge base of
UV treatment industry-related waterborne pathogens and developing new and
innovative ways in which UV light can be used to ensure water safety.
For almost two decades, Atlantium’s innovative HOD UV solutions have ensured
water safety across aquaculture, beverage, biopharma, food, general industry,
hydro, municipal, and power markets. The System’s innovative approach to
control, monitoring and performance has earned us a global leader position in UV
treatment solutions.
The UV technology is field-proven and third-party validated for 4-log*
Adenovirus, and 5-log microbial inactivation.
The technology is applied in various ways, some main applications are:

● Contaminant Removal
● Dechlorination
● Drinking Water
● Effluent / Reuse Water Treatment
● Intake Water
● Recirculation
● Reuse
● Wastewater Treatment

(Technology and Applications, 2023)

3. BioFishency technology company

3.1 Introduction about company

Founded in Israel in 2013, BioFishency Ltd. develops, manufactures and markets
disruptive electro- chemical and biological aquaculture water treatment solutions
for Recirculated Aquaculture Systems (RAS). Based on Big Data analysis and
independent of water temperature, the company’s patented technologies enable
the production of healthier seafood products, while lowering the carbon footprint,
yielding cost and resource savings for its customers around the globe.
BioFishency was established in 2013, and in 2019, it received an investment from
Aqua-Spark in a round of funding that raised USD 2.4 million (EUR 2.2 million)
in total.

BioFishency brings together expertise from the aquaculture, engineering, supply

chain and

13
international business development sectors, backed by a skilled and professional
management team.

BioFishency maintains offices and production facilities in Israel and China.

BioFishency offers a complete alternative solution to traditional RAS systems,

addressing the current challenges by providing fully controlled water treatment
solutions. BioFishency assembles expertise from various fields including
aquaculture, engineering, supply chain, and international business development,
supported by a skilled and professional management team.

3.2 Evaluate potential in the industry

The global demand for fish is rapidly increasing, while the supply from the sea
and natural fisheries has declined. To meet the surge in demand by the world’s
fast-growing populations in need of proteins, aquaculture, the farming of aquatic
organisms for profit, is becoming a vitally important source of animal protein.
However, with the limited availability of land and water, the only way for
aquaculture to meet the surge in demand is intensification – producing more fish
per unit of area and water.
Current water treatment systems, namely, Recirculating Aquaculture Systems
(RAS), have made tremendous strides, however, in recent years, biofilter-based
RAS has proven inefficient as a standalone solution to support high fish densities.
RAS systems are complex and costly to operate, making them accessible to only
a small fraction of high-end growers. Today’s RAS systems cannot meet the
global demand for fish, and struggle to bring sustainable, profitable, and
optimized results, bringing a vast number of global RAS projects and RAS
locations to a standstill.
Who we are
Aquaculture, the farming of aquatic organisms for food, is the fastest-growing
sector in animal protein production, and the most sought-after solution to meet
the increasing global demand for fish, projected at 50 million tons by 2030. With
the limited availability of land and water, the only viable solution is
intensification – produce more fish per unit of area and water, with sustainable,
cost-saving technologies. This is BioFishency.

Celebrating its 10th anniversary, BioFishency Ltd. develops, manufactures and

markets a new breed of Recirculated Aquaculture Systems (RAS) water treatment
14
solutions to grow healthier fish. BioFishency solutions were designed to render
RAS more sustainable, more profitable, and more optimized, while eliminating
off- flavoring in both cold and warm water.

Among the company’s solutions, its patented water treatment systems minimize
water consumption with full parameter monitoring, to deliver a year-round
harvest of premium-quality fish. This is achieved by shifting the water treatment
process from traditional bacteria-based filters (biofilters), to a cloud-based and
fully controlled industrialized system. Powered by a robust user-friendly
Command & Control interface, BioFishency helps lower the carbon footprint,
resulting in significant water and energy savings, and reduced greenhouse gas
emissions.

Key benefits

Investors & Aquaculture Entrepreneurs. BioFishency raises the bar on facilitating

RAS by enabling optimal RAS operations, whereby required RAS systems can
achieve their full potential, and drive sustainability and profitability forward.

Business Partners. BioFishency dramatically enhances existing or new RAS

facilities, rendering a highly-sellable and profitable solution.

Customers. With BioFishency, you can significantly lower operational costs, save
valuable resources, reduce the space required for indoor fish farming, and
minimize water exchange, to maximize RAS ROI by lowering CAPEX and
OPEX.

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BioFishency is fundamentally more than a water treatment solution – it redefines
the future of the RAS industry.

BioFishency brings together expertise from the aquaculture, agriculture,

engineering, and business development sectors, backed by a skilled and
professional management team. With offices and production facilities in Israel
and China, and a global install base, BioFishency solutions have been
successfully deployed in China, Nigeria, Congo, Bangladesh, India, and Israel.

BioFishency solutions help lower the carbon footprint in urban areas, yielding
significant water and energy savings, and reduced greenhouse gas emissions
while maximizing fish production. In turn, BioFishency helps its customers make
land-based fish growing profitable, save valuable resources and the space
required for efficient indoor fish farming, and eliminate the number one challenge
of off flavor.

BioFishency China

In 2018, BioFishency China, a wholly-owned subsidiary of BioFishency Ltd.,

was established to promote the marketing, sales, distribution and customer
support of BioFishency products in China and throughout the region.

ACHIEVEMENT
Born as a smart biological equipment technology company in 2013, BioFishency
expanded its scope a decade later into wastewater treatment technology, ensuring
sustainability for fish farming systems looking to transition from biological
filtration to fully controlled cloud-based water treatment processes.

Recently, BioFishency introduced the BioFishency ELXTM product line for

wastewater treatment in RAS systems using advanced electrochemical water
treatment (ECWT) technology, which efficiently eliminates ammonia and
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disinfects water at a cost-effective rate. This system outperforms the currently
inefficient biological filtration devices in RAS systems. In RAS systems using
conventional biological filtration devices, fish tissue and membranes absorb foul-
smelling compounds like 2-methylisoborneol (MIB) and geosmin.

In early 2023, BioFishency was honored as the world's first technology company
to successfully manufacture a device for removing MIB and geosmin odor
compounds from water and fish tissue.

BioFishency developed a plug‐and‐play all-in-one water treatment system for

aquaculture. The system increases fish productivity, has a minimal ecological
footprint, enhances water conditions and significantly grows profitability.

Since its founding in March 2013, BioFishency has installed its systems in
countries such as Norway, Denmark, China, India, Bangladesh, Nigeria, Congo
and Iraq. In November 2018, Biofishency won first place in the Fishtech Awards
held in China. In March 2019, the company raised $2.4 million.

3.3 Technology introduction: BioFishency ELXTM & BioFishency

SPBTM

• BioFishency ELXTM

A market proven Electro-Chemical Water Treatment (ECWT) system for

ammonia removal and disinfection, and the first of its kind on the market today,
the state-of-the-art BioFishency ELX™ system does it all – in a fully controlled
environment, while eliminating off-flavors. Proprietary and patented,
BioFishency ELX was developed and commercialized in collaboration with the
Technion, Israel Institute of Technology, Haifa, Israel.

• BioFishency SPBTM

A highly-efficient Full Water Treatment (FWT) system based on proprietary

technology, BioFishency SPB™, (Single-Pass Biofilter), is an innovative, all-in-
one, plug and play biological filter for ammonia removal. Ideal for use with sea
17
and fresh hot water species, BioFishency SPB is designed for existing and new
RAS developments with water restrictions or to increase productivity with
minimal investment.

⇨ BioFishency’s disruptive electro-chemical water treatment technologies

guarantee a highly-sustainable fish growing method that shifts the water
treatment process from bacteria-based filters, to a controlled industrialized
system that maximizes RAS ROI by minimizing CAPEX and OPEX. The
company’s water treatment systems dramatically reduce water consumption with
full parameter monitoring and control, to enhance efficiency and productivity,
and deliver a year-round harvest of high-quality, and healthier fish.

https://biofishency.com/technology/

4. Evaluate companies in the industry and select potential partner:

Agriculture is an important and highly developed industry in Israel, especially
aquaculture. Aquaculture is a highly developed agricultural field, applying
advanced technology in the livestock farming process. Although natural
conditions are unfavorable and there are not many resources, especially water -
more than half of Israel's area is desert - fish farmers have invented new, advanced
farming technology, creating a revolution in the aquaculture industry.
There are many companies that have successfully applied aquaculture technology
and have certain achievements. For instance: Aquagreen, Aquamaof and
AquAgro are the companies that apply RAS technology - terrestrial aquaculture
technology with water circulation system allows effective and optimal use of
water resources; or Filtersafe, Amiad, Biofishency and Atlantium are leading
companies in water filtration technology. These are companies that specialize in
using safe and sustainable water filtration technologies, such as ultraviolet
disinfection, membranes that remove particles as small as 10 micrometers, and
biological treatment systems that help remove bacteria harmful microorganisms.
Among them, Aquamaof, Atlantium and Biofishency are the leading companies
in the industry and become the best option to be the partner of companies.
In conclusion, our company has decided to choose Aquamaof as the official
partner, Atlantium and BioFishency will be two backup options. The reason that
can be mentioned is the compatibility between the two. Our company specializes
in indoor aquaculture to supply domestic consumption and foreign export. Thanks
to its advanced indoor seafood production technology and the mentioned
potential, Aquamaof provides both standard indoor fish farming processes and
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water treatment systems that can replace traditional ponds whereas Atlantium and
BioFishency only offer water treatment systems to improve farming quality.
Aquamaof’s technology reduces environmental factors affect the life of fish such
as diseases, environmental pollution,... to increase the number of fish meeting
standards. This will also be feasible when applied in practice because it uses
resources optimally and causes less environmental pollution. Besides, the clear
solution and roadmap for cooperation along with remote monitoring services and
biosafety procedures make us feel secure.
(Biofishency Ltd., 2022); (Atlantium Technologies); (AquaMaof Aquaculture
Technologies Ltd); (Hội thảo Công nghệ Nuôi trồng thủy sản Israel); (Linh,
2023); (Kì tích nông nghệp, Isarael nuôi cá trên sa mạc, 2021)

IV Contract technology transformation analysis

1. The structure of the contract

1.1 Definition
This is a contract to be used by companies for technology transfer, either through
granting rights of industrial ownership (license of patents and trademarks) or
technical assistance and know-how.
In the first case, the industrial property and exclusive rights are granted,
acknowledged and internationally registered, in order to manufacture and trade
products. In the second case, the contract deals with the transfer of industrial
property which has no international legal recognition, but does have intrinsic
value.
1.2. Parties to the contract
Usually both the Licensor and de Licensee are companies.
For each party, the following has to be included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability company, etc.
• Name and position of company representative who signs the contract.
• Tax ID number of both parties
1.3. Main clause and sample
Some of the most important clauses in the International Technology Transfer
Contract are as follows:
• Object
• Territory
• Front-end fee
• Royalties
• Control of transactions

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 1.3.1 OBJECT
“The object of the present Technology Transfer Contract is:
(a) The license to manufacture the products described in Annex of the present
contract;

(b) All know-how and technical assistance necessary for the exploitation of the
said patents and the manufacture of the aforementioned products;

(c) The use of the trademarks as set out in Annex I, for products manufactured
under license.”
1.3.2 TERRITORY
“The licensed rights of patent, trademark and know-how granted by the Licensor
to the Licensee shall be valid only within the following territory ....................
[insert country or countries].”

“The Licensee shall not exploit the licensed technology, nor shall it sell products
manufactured under license, in countries covered by parallel patents as set out in
Annex of the present Contract for a period of .......... years as from the date on
which the said products were first put on sale in the territory described in the
present Contract
1.3.3 FRONT-END FEE
“In exchange for the use of the license of patent and trademark, the Licensee shall
pay the Licensor the sum of ..................... as front-end fee. This amount shall be
paid on the signing of the Contract and shall not be returnable.”
1.3.4 ROYALTIES
“The Licensee shall pay the Licensor royalties of:
Alternative A. ........ % on the price per item of sales to customers, to be calculated
on the net amount as it appears on invoices, not including additional factors such
as packaging, transportation and insurance, taxes or duties of any other kind.”

Alternative B. The sum of ................... [insert amount and currency] for each item
sold of the licensed product.”
1.3.5 CONTROL OF TRANSACTIONS
“The Licensor shall be entitled to inspect the register of transactions made by the
Licensee and their correspondence to the latter’s general accounting activities.
The cost of such inspection shall be borne by the Licensor, but shall be repaid by
the Licensee where the inspection is prolonged or repeated on account of
accounting errors made by the Licensee or where transactions exceeding ....... %
of the amounts declared by the Licensee are detected.”
1.4. APPLICABLE LAW
International Law standards are not applied to this type of Contract.

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The parties are free to submit any conflicts regarding the contract to International
Arbitration or to the Laws of the country of one of the parties. They will normally
be subject to the Laws of the Licensor´s country.
V . Important terms that may cause conflicts and issues that will have
to be resolved when negotiating related to those terms.

1. Evaluate Notices term:

At the end of Article 24: Notices, there is a clause “In case of discrepancy, the
Vietnamese version shall prevail”. The inclusion of a clause stating that a specific
language version (in this case, the Vietnamese version) shall prevail in case of
discrepancies can potentially lead to conflicts between parties, especially if the
parties involved in the agreement have different language proficiencies or if there
are errors or ambiguities in the translations. Here are some scenarios that could
cause conflicts:
Inaccurate Translation:
If the Vietnamese version contains inaccuracies or ambiguities, but the other
language versions are clearer and more accurate, parties who rely on those other
versions may dispute the use of the Vietnamese version as the authoritative one.
Misinterpretation:
Parties may interpret certain clauses differently based on the language version
they are reading. This can lead to disagreements on the meaning and intent of
specific terms or conditions.
Language Proficiency:
Parties may have varying levels of proficiency in the languages involved. A
party with a limited understanding of Vietnamese may find it difficult to
navigate the document in case of a dispute.
Unforeseen Circumstances:
In some cases, unforeseen circumstances may arise where the Vietnamese
version does not adequately address certain issues, and parties may argue that
the other versions should prevail.
To mitigate these potential conflicts, when negotiating agreements with a clause
that states a particular language version shall prevail in case of discrepancy, Here
are some solutions and best practices to consider during negotiations:
● Clear Definitions and Dispute Resolution: Define explicitly what
constitutes a "discrepancy" in the clause. Specify that the parties will
resolve any disputes or differences in interpretation through negotiation or

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 mediation before resorting to legal action. This can help prevent conflicts
from escalating.
● Professional Translation Services: Ensure that all language versions of
the agreement are professionally translated and reviewed for accuracy.
Using qualified translators who are familiar with legal terminology can
reduce the risk of discrepancies.
● Legal Counsel: Seek legal counsel experienced in international
agreements and multi-language contracts. Legal experts can provide
guidance on the potential implications of the language clause and help
negotiate terms that are fair to all parties.

2. Evaluate Taxes term:

In the article 19 – Taxes
• Tax Liabilities: Conflicts can arise regarding the allocation of tax
liabilities between the parties. The transferring party may argue for the
receiving party to bear certain taxes, while the receiving party may seek
to minimize its tax burden.
To address this, the parties should consult with tax professionals to
understand the applicable tax laws and regulations in both jurisdictions.
They can then negotiate and agree on a fair allocation of tax liabilities
based on legal requirements and business considerations.

• Value Added Tax (VAT) or Goods and Services Tax (GST):

Depending on the jurisdiction, VAT or GST may be applicable to
technology transfer transactions. Conflicts can arise regarding the
determination of whether VAT or GST should apply, the rate to be
applied, and which party is responsible for collecting and remitting the
tax.
To resolve these issues, the parties should consult with tax advisors who
have expertise in the relevant jurisdictions to determine the applicable
tax laws and agree on the appropriate treatment of VAT or GST in the
agreement.

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 • Withholding Taxes: Withholding taxes may be applicable when
royalty payments are made from one jurisdiction to another.
Disagreements can occur regarding the rate of withholding tax, the
party responsible for withholding and remitting the tax, and the
eligibility for any tax exemptions or reductions.
To address these issues, the parties should carefully review the tax laws
and regulations in both jurisdictions and seek advice from tax
professionals. They can then negotiate and agree on the withholding tax
obligations and any applicable exemptions or reductions.

• Transfer Pricing: Transfer pricing refers to the pricing of transactions

between related entities in different jurisdictions. Tax authorities may
scrutinize the pricing of technology transfer transactions to ensure they
are conducted at arm's length. Conflicts can arise if the tax authorities
challenge the pricing arrangement, leading to potential tax adjustments
and penalties.
To mitigate this risk, the parties should engage in a thorough transfer
pricing analysis, documenting the pricing methodology and ensuring it
complies with relevant transfer pricing regulations. Seeking advance
pricing agreements or obtaining expert opinions can provide additional
assurance and reduce the likelihood of conflicts.

• Tax Reporting and Documentation: Disputes can arise if there are

discrepancies or inadequate documentation regarding tax reporting
obligations.
To avoid conflicts, the parties should maintain accurate records and
documentation related to the technology transfer transactions, including
invoices, royalty calculations, and supporting documentation for any tax
exemptions or reductions. Compliance with tax reporting requirements
should be clearly outlined in the agreement, and the parties should
establish a process for exchanging necessary tax information and
documentation.

3. Evaluate confidential proprietary term

- In the article 18 - Confidentiality. It states that the technical documentation
is an example of confidential information, and that the parties should not
disclose it to anyone except their employees who need it for their work
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 - Confidential proprietary information is any information that is valuable to
a party and not publicly available or easily accessible by others. It can
include trade secrets, business methods, financial data, technical
specifications, customer lists, and more. Protecting such information is
often a vital business priority for both parties in a negotiation.
However, conflicts can arise when the parties have different expectations,
interpretations, or interests regarding the disclosure and use of confidential
proprietary information. Some examples of potential conflicts are:
- Firstly, this clause was not clear in what circumstances the disclosure of
confidential information may occur without leading to a termination for
cause. This term not clarify thể context of constitutes confidential
information in. It may includes any information related to the business, the
partners, or the marketing and financial strategies of the employer,
regardless of the format or medium
- Secondly, limitation on proving the obligor’s breach of the confidentiality
obligation. In the context of digitalization of information makes it easier
for the obligor to violate the clause and harder for the disclosing party to
protect their rights.
- Even if the disclosing party can prove the obligor’s breach of the
confidentiality obligation, the application sanctions, such as contractual
penalties for violations or compensations for damage, are still challenging.
The reasons behind this challenge are

+ It is hard to determine the actual damage or the value of the breached

obligation to determine the amount of the contractual penalty;

+ The Confidentiality clause in the contract is usually simplified by the

parties, they do not specify the consequences of breaching it. This exposes
the enterprises to risks when their confidential information is leaked or
misused by the other party. Thereby creating many potential risks for
enterprises when one party to the contract violates the confidentiality
obligation

4. Some possible conflict solution

- To clarify the scope and definition of confidential information, the parties
can use specific examples, categories, or criteria to identify what
information is considered confidential and what is not. This can help avoid
ambiguity and misunderstanding.
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- To limit the disclosure of confidential information, the parties can use a
need-to-know basis, meaning that only those who are directly involved in
the performance of the contract or have a legitimate reason to access the
information can do so. The parties can also require written consent before
disclosing any confidential information to a third party.

- To protect the confidential information from unauthorized use or leakage,

the parties can implement appropriate security measures, such as
encryption, password protection, or physical locks. The parties can also
monitor and audit the use of confidential information and report any
suspicious or unauthorized activities.

- To enforce the confidentiality obligation, the parties can include clear and
reasonable consequences for breaching it, such as contractual penalties,
compensations, injunctions, or termination of the contract. The parties can
also specify how to prove the breach and how to calculate the damages or
penalties.

- To resolve any disputes arising from the confidentiality clause, the parties
can agree on a dispute resolution mechanism, such as negotiation,
mediation, arbitration, or litigation. The parties can also choose a
governing law and jurisdiction that are favorable or neutral to both sides.

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 VI REFERENCES
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giải pháp phát triển ngành thủy sản. Người nuôi tôm.
2. EDGE, G. (2021). Israel: Kinh tế. Global EDGE.
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nuôi cá trên sa mạc. vinhthinhbiostadt.
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https://www.rivieramm.com/.
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