Joint Development and Collaboration Agreements 1

Joint development and

collaboration agreements
2 Hogan Lovells Joint Development and Collaboration Agreements 3

Primer on key contract terms Contents

When two or more organizations want to work This primer considers key contract points 1. Preliminary NDAs and term sheets 4
together to develop or enhance their products, that recur frequently in JDAs and is designed —— NDAs 4
combine or integrate their technologies, or to provide points for consideration and
jointly commercialize a new product, they checklists of items for the attorney to consider —— Term sheets 4
have many choices for documenting their in preparing and negotiating a JDA. Of course, 2. Parties to the agreement 5
relationship. If the collaboration is simple any agreement should be designed for the
and development work minimal, the parties business needs of the parties. In any given 3. Conduct of collaboration 6
might use standard licensing agreements and scenario, some of the points in this primer —— Statements of work 6
purchase orders. If the parties contemplate will not apply, and the parties will also want to
creating an ongoing business and making address others not included here. —— Project governance 6
substantial investments, creation of a separate —— General standards of performance 7
This primer does not generally consider
joint venture entity may be the best path. In
regulatory issues that may apply with respect —— Subcontracting 7
many cases, however, a joint development or
to a JDA. Depending on the industry, the
collaboration agreement provides the right 4. Intellectual Property 9
parties, and the jurisdictions involved, the
framework—establishing a set of rules tailored
parties may need to consider competition law, —— Ownership 9
to the relationship without the overhead
export control rules, data privacy regulations,
and complexity of a separate joint venture. —— Licensing 17
product-marking requirements, laws related to
For convenience, this primer refers to joint
government funding, regulatory approvals for —— Right of first refusal 17
development and collaboration agreements as
products, and other compliance matters.
“JDAs.” 5. Confidentiality 18
6. Term of the agreement 18
7. Other terms 19
4 Hogan Lovells Joint Development and Collaboration Agreements 5

1. Preliminary NDAs and term sheets 2. Parties to the agreement

It is a basic point that is easily overlooked—who product distribution in the relevant jurisdiction,
1.1 NDAs 1.2 Term sheets are the correct parties to the agreement? In the then that subsidiary should be included as a
During the initial stage of a project, before Parties to a potential JDA often find it useful context of a JDA involving one or more large party, or the entity that is signing the agreement
a JDA is signed, the parties typically enter to prepare a preliminary term sheet or letter of enterprises, answering this question involves should have the right to sublicense that
into a preliminary non-disclosure agreement intent setting out key terms of a contemplated asking which affiliates will be conducting subsidiary to any relevant IP.
(“NDA”) to cover disclosures made during JDA. A simplified document allows the parties the work, will need rights to commercialize
exploration and negotiation of a JDA. This to negotiate important parameters—scope And if one party proposes that a subsidiary
any resulting IP, will own IP that needs to be
initial phase is generally limited to determining of work, ownership of intellectual property or other affiliate enter into the JDA, the other
licensed, and have resources required to support
each party’s interest in entering into a JDA, (IP), license rights, cost-sharing, anticipated party should ask whether that affiliate has the
obligations under the agreement.
and a preliminary NDA typically limits use of timing, etc.—without getting bogged down in resources to back-up any obligations under the
confidential information to that purpose. secondary details. For example, if a JDA participant has a JDA and the authority to grant needed licenses
subsidiary that handles manufacturing or does to IP.
An NDA should cover trade secrets and other Parties should be very careful to make clear
confidential information disclosed by the that a preliminary term sheet or letter of intent
parties and expressly provide that the receiving is not binding and that only a final, signed
party (a) use confidential information only agreement that has had appropriate approvals
for permitted purposes, (b) not disclose on each side will constitute a binding JDA.
confidential information to third parties or to Even if the key terms of a deal have been set
persons in its organization who don’t have a out in a term sheet, it is typical that other
need to know, and (c) use appropriate levels of important terms remain to be negotiated,
effort to safeguard and maintain confidentiality and it is not uncommon that parties have
of information disclosed. differences in understanding that only surface
when the terms are expressed in a fully-drafted
An NDA allows each party to comfortably
contract. If a term sheet or letter of intent
disclose confidential information needed for
becomes a binding agreement, these gaps and
preliminary work and negotiation. However,
differences in understanding can easily lead
parties should bear in mind that the JDA
to disputes. The required level of care goes
may never be concluded. Accordingly, it is
beyond just labelling the document as “non-
prudent to limit disclosure. Some information
binding.” Parties are sometimes surprised how
is too sensitive or valuable to share during the
easy it can be to create binding contractual
preliminary phase. And the party receiving
obligations, and so the parties should also be
information will want to be careful that it and
careful in their communications and actions
its personnel do not become “tainted” with
relating to the deal so that they do not indicate
information from the other party that could
that they have a binding contract until they are
constrain how the receiving party conducts
business and develops its own technology if the ready to commit.
JDA is not concluded.
6 Hogan Lovells Joint Development and Collaboration Agreements 7

3. Conduct of collaboration
3.1 Statements of work 3.2 Project governance 3.3 General standards
Many JDAs contemplate multiple phases of For long-term or complicated projects, parties of performance
work, and in some cases initial development should consider establishing some formal Parties to a JDA should consider the
will reveal the need to add scope to the JDA. governance processes in the JDA. These can appropriate standard of performance for their
As a contracting matter, it is also useful to range from the simple to the complex. respective responsibilities.
keep business and technical details somewhat
A simple governance structure would identify In some cases, a JDA is intended to be
separate from the other general terms and
principal points of contact from each party, exploratory or experimental, and so a general
conditions of an agreement.
make them responsible for overall coordination “reasonable efforts” standard is appropriate.
For these reasons, parties should consider of the JDA, and in some cases give them In these JDAs, the parties intend that each will
structuring the JDA as a master agreement authority to agree to adjustments in scope and work toward the shared goals and will make
with an initial “statement of work” that timelines that will not have a material impact specified personnel and resources available
contains business and technical details and a to the overall project or the costs borne by for the project, but they also acknowledge that
process for adding additional statements of either party. there may be delays or that stated goals may
work later if the parties agree. The statement of turn out to be impractical to achieve.
A more complex governance structure would
work can include details such as:
add one or more committees of executives to In other cases, the parties will want to have
• identification of key personnel for serve strategic governance, technical review, defined responsibilities with more firm
the project; and dispute-escalation functions. For these commitments. For example, if one party is
structures, the JDA should specify: essentially compensating the other to integrate
• technology, equipment, facilities, and other
resources to be contributed by each party; • roles, responsibilities, and authority of existing technologies and both parties have
each committee; confidence in the achievability of the outcome,
• development responsibilities and a more definite set of commitments and time
deliverables of each party; • the seniority-level of executives from each
schedules would be appropriate.
party that will serve on the committee;
• milestones to track progress;
• the number of persons from each party for 3.4 Subcontracting
• specifications and testing standards for Some projects require that a party engage
each committee;
work product to be developed; third-party subcontractors. For example,
• the means by which the committee specialized fabrication or testing services may
• anticipated timelines; and
makes decisions (e.g., majority vote or be needed for a planned product.
• compensation to be paid or cost- consensus); and
sharing details. Where subcontracting is permitted, the JDA
• a baseline for frequency of meetings of will generally make clear that each party is
In negotiations, a statement of work structure the committee. responsible for its subcontractors and also
makes it easier for business and technical should require that any subcontractor is
Regular reporting is another governance feature
personnel to focus on the items most relevant to bound by terms that are at least as protective
that is useful in some JDAs. Particularly where
their expertise and concerns, with advice from of the confidential information, technology,
the parties are doing substantial work separately
the legal team. and intellectual property rights of the other
from one another, they may want to include
To avoid unexpected changes to negotiated legal periodic progress reports as part of the JDA. party as the JDA itself. If the subcontractor
terms, the JDA should provide that if there is a will be developing intellectual property that is
Parties should be careful not to over-engineer important to the JDA’s end-results, then the
conflict between the terms set forth in the body
a governance structure in a way that adds party hiring the subcontractor should also be
of the JDA and a statement of work, the terms
excessive overhead to the collaboration, slows responsible for procuring sufficient rights from
set forth in the body of the JDA prevail. The
progress, or wastes executive time on matters its subcontractor.
parties may wish to allow the statement of work
that can be handled in the day-to-day operation
to control in limited cases where the parties In some cases, the parties will want approval
of the JDA.
have made clear their intention to vary from the over subcontractors (e.g., if the subcontractor
terms of the main body of the JDA. will have access to sensitive information or
technology or will need to be present at a
party’s facilities); in other cases approval is
not required.
8 Hogan Lovells Joint Development and Collaboration Agreements 9

4. Intellectual Property
The provisions regarding intellectual property • Developed IP Under legal principles
rights are among the most important (and in the U.S. and many other jurisdictions,
highly-negotiated) ones in a JDA. Clearly- the default position is that a party will
drafted IP rights provisions help avoid later individually own the Developed IP that
disputes and ensure that each party gets it solely creates. If personnel from each
the benefit it expects from the JDA. Note party collaborate in developing IP, then
that in drafting a JDA it is useful to separate that IP may be jointly owned depending
and distinguish “technology”—inventions, on the rules of inventorship or authorship
software, works of authorship, designs, etc. for the underlying IP right (e.g., patents
and “IP rights”—patents, trade secret rights, or copyrights). These default rules can be
copyrights, etc. that apply to technology. In (and frequently are) changed by contract.
this primer, the technical distinction is not that Even if the parties intend to maintain
important, and so this primer generally refers ownership of IP that tracks the default legal
to both as “intellectual property” or “IP.” position, it is generally preferable to specify
the allocation of IP in the JDA itself. This
4.1 Ownership reduces the likelihood of misunderstandings
JDAs typically define two basic categories and disputes and also will help achieve
of intellectual property: (a) IP that each a consistent approach among different
party brings to the relationship and is jurisdictions and types of IP rights that may
either in existence at signing or developed be relevant to the JDA.
independently of the JDA (“Background IP”);
and (b) IP that one or both parties create as a The parties have very wide latitude to
result of the effort under the JDA (“Developed allocate ownership of IP in a JDA, and
IP” or “Foreground IP”). there are infinite variations that can be
created. However, a few basic structures
• Background IP Unless there is a specific repeat frequently in actual practice and are
business agreement to transfer ownership, described below.
each party to a JDA usually retains exclusive
ownership of all rights in its Background IP.
The parties may wish to identify certain
Background IP in the JDA, in order to
establish that particular items are owned
by one party or identify IP that will be
subject to a license. But for drafting
purposes it is generally best to define
Background IP as a category, with any
listed IP as nonexclusive examples.
10 Hogan Lovells Joint Development and Collaboration Agreements 11

Allocation by inventorship

Example: ToyCo and AICo. can interact with individual members of a Figure 1 illustrates allocation of IP
The following sections include several household, learn from those interactions, and based on inventorship in the context of
illustrative figures based on the following spontaneously make the most appropriate this example:
highly-simplified example. ToyCo is a maker (and amusing) comments to each person it
of children’s toys, with a highly-successful regularly encounters. The parties are entering
line of remote-control robots with voice- into a JDA for this collaboration. In general,
recognition and other sensors and realistic- ToyCo wants to retain ownership and control Fig. 1: Ownership by Inventorship
sounding speech capabilities. ToyCo is looking of IP related to its toy design and sensor and
for its next big hit product and is interested speech capabilities, and AICo wants to retain
Toy IP
in partnering with AICo. AICo is a developer ownership and control of IP related to artificial
of artificial intelligence and machine learning intelligence and machine learning, which it  eveloped and owned
D
plans to use for ToyCo and other customers. by ToyCo
software for applications in various industries.
The parties want to collaborate to develop a on its Background IP, in order to ensure that  eveloped and owned
D
remote-control robot toy, based on ToyCo’s its future development is not blocked and that by AICo
these patents do not fall into the hands of the
latest design, that will incorporate a simplified
first party’s competitor.
version of AICo’s software so that the robot
AI / Machine Learning IP

The parties can agree that any Developed IP created as a result of the collaboration will be  eveloped and owned
D
by ToyCo
allocated based on inventorship. This means that each party owns what its personnel
has developed. Allocation by inventorship is a fairly simple structure, and it also may be appealing  eveloped and owned
D
because it seems fair to the parties—each party gets the benefit of its own work and creativity. by AICo
However, allocation by inventorship does not necessarily track the parties’ fundamental business
interests. It also does not account well for true collaboration between the parties, where items of
Developed IP more important to one party or the other would be jointly developed and therefore J ointly developed by both parties;
jointly owned. If, for example, one party provides most of the initial technology but the other party ownership as agreed
does most of the development work, the first party will own the Background IP and the second
party will own all of the Developed IP. The first party may point out that the development could not
have occurred without its initial contribution. The first party may also want to control any patents
relating to improvements other customers. on its Background IP, in order to ensure that its future
development is not blocked and that these patents do not fall into the hands of the first party’s
competitor.
12 Hogan Lovells Joint Development and Collaboration Agreements 13

Allocation by technology category

Another option is allocation by technology If one party will be doing substantial Figure 2 illustrates allocation of
category. The parties can identify in the development work in the other’s technology ownership in the example above
JDA categories that are core to each party’s category, that developing party may argue that based on technology category:
business. In the software field, for example, the it is unfair for the other to own the results of
categories could be technology that relates to its effort. Of course, there are any number of
an underlying operating system or middleware ways to balance the scale of benefits for each
layer on the one hand and technology that party. A party’s work may improve integration
relates to an end-user application on the other. of products or facilitate use and adoption of Fig. 2: Ownership by Technology Category
In the semiconductor field, the categories could that party’s own technology in the marketplace.
be technology related to semiconductor device And negotiation of compensation in the form of Toy IP
design on one hand and technology related to engineering fees or running royalties is always
manufacturing processes on the other. In this an option. Owned by ToyCo
model, each party would own Developed IP
When using this model, the parties must be
that falls within the category allocated to it in
very careful about defining the technology
the JDA.
categories, and the potential difficulty of
Because it is based on technology categories drawing these lines is a disadvantage of this
that are important to each party’s business, approach. Potential overlap between categories
this method of allocation is more likely to or gaps between categories can lead to AI / Machine Learning IP
correspond to the fundamental business confusion and disputes.
Owned by AICo
interests of the parties. In addition, this
approach consolidates ownership of related
items of Developed IP, even if it was developed
through collaboration.

J ointly developed by both parties;

ownership by category
14 Hogan Lovells Joint Development and Collaboration Agreements 15

Joint ownership

A third method of allocating Developed IP or maintain the invention as a trade secret.

is joint ownership. In the case of a two-party If Developed IP will be jointly owned, then
Agreement, each party would have an undivided the parties will need to coordinate—either in
one-half interest in the whole of the Developed advance in the JDA or later if the decision is
IP that is to be jointly owned. Parties often put off—about whether or not to seek patent
intend that each joint owner will have unfettered protection on joint inventions.
rights to use and exploit the jointly-owned IP.
The parties should also negotiate terms
On the surface, this approach seems intuitive regarding which party will have control over
and equitable. Each party shares equally in prosecution of jointly-owned patents and how
the benefits of their work together. But this costs of prosecution and maintenance will be
arrangement does not necessarily track the allocated. The parties must consider what will
business interests of the parties. In addition, happen if the party controlling prosecution
joint ownership can get very complicated and elects to abandon a patent or patent application.
may impact enforceability of jointly-owned IP Often, that party will be required to offer to shift
rights—especially with respect to patent rights. control (and cost) to the other party.
Unlike allocation of IP rights by technology Finally, if a party wants to enforce rights in
category (as discussed above) a pure joint patents, its intentions can be impeded if the
ownership approach does not allocate Developed patent is jointly owned. First, if each party has
IP to the party who is most likely to want to the right to grant licenses to the jointly-owned
exploit or enforce it. Instead, both parties are tied IP, then each party can also undermine the
to each other through their jointly-owned asset other’s efforts to enforce that IP by granting
for as long as that asset exists. licenses to accused infringers. Second, under
applicable standing principles, it may be
Joint ownership can complicate use and
necessary for all joint owners to be included as
exploitation of IP. In some jurisdictions, consent
parties to an infringement lawsuit. This means
of all joint owners may be needed to license
that one party who has no real interest in the
jointly-owned IP, and there may be a duty of
enforcement action, or who actively does not
each joint owner to account to the other and
want to be involved, can be pulled into a dispute.
share in the proceeds of its exploitation of the
IP (although these principles can typically be For all of these reasons, IP lawyers often try to
waived by contract). persuade their clients to consider alternative
structures that eliminate or reduce joint
Joint ownership can also complicate
ownership. Happily, the parties’ business
prosecution of patents on Developed IP.
objectives can often be achieved without joint
In deciding whether or not to seek patent
ownership, through a combination of unitary
protection for an invention, an IP owner has
ownership of Developed IP and license rights in
to make a choice – whether to obtain patent
that Developed IP.
rights and disclose the invention to the public
16 Hogan Lovells Joint Development and Collaboration Agreements 17

Hybrid models
4.2 Licensing possibly Background IP on which it depends.
In addition to allocating ownership of IP, In other cases, the parties may want to focus
parties to a JDA must consider what licenses to the JDA on development and defer discussions
both Background IP and Developed IP should of any commercialization license. It is often
be granted. There are a number of kinds of difficult to know in advance which party will
licenses that recur in JDAs. have leverage in license negotiations once the
development work is complete, and so each
First, if the parties will be collaborating in party should consider carefully whether or not
development efforts, each party will typically to defer this discussion.
grant the other a license to use the Background
IP that is furnished under the JDA. This license For each commercialization license, key terms
In real practice, many JDAs adopt hybrids Figure 3 illustrates a possible hybrid
will be limited to use for the collaborative to be negotiated include:
of the three models described above, with ownership model for the example above,
some Developed IP allocated by category and efforts under the JDA and will end when the • field of use, products, and services licensed;
with the addition of a “middle” category of
Developed IP outside of the core categories JDA (or an SOW) ends. Depending on the
technology that is related to integration of • scope (use, make, have made, sell, etc.);
allocated by inventorship, for example. circumstances, the parties may wish to have
device IP and manufacturing IP: a blanket license to Background IP that is
Two keys for success are maintaining clarity • sublicensing rights (if any);
made available or may wish to be very specific
about which Developed IP goes in which about which Background IP is licensed or not • royalties (if any) and related terms;
categories and keeping the agreement simple licensed. This Background IP license usually
enough that it can be effectively understood • exclusivity (if any), including scope,
does not include commercialization rights. duration and conditions (such as
and administered. The limited duration and scope of this kind
minimum royalties);
of license makes it easier for a party to grant,
but each party should also consider additional • duration;
Fig. 3: Potential Hybrid Model limitations and restrictions, including
• termination rights; and
confidentiality restrictions, that should apply
to Background IP. • transferability and effects on the license
Toy IP if there is a change of control of the
If a JDA provides for Developed IP to be
Owned by ToyCo transferred from one party to the other, licensee party.
or if one party will have sole ownership of
Developed IP that is jointly developed, then
Integration IP the parties may agree that the party that 4.3 Right of first refusal
does not own this Developed IP will have If Developed IP is allocated to one party or is
Owned by AICo and exclusively jointly owned, the parties may want to provide
licensed to ToyCo in specified a license. The scope of the license (e.g.,
for research and development only or also that the other has a right of first refusal, right
field.
for commercialization) will be negotiated to negotiate, or other preferential position
depending on the business circumstances. For if the other party desires to transfer or grant
example, in the toy robot example, one party exclusive rights under its interest in the
has a strong interest in ownership of all sensor Developed IP. The provision governing these
AI / Machine Learning IP
and speech-generation IP that is developed, rights should clearly define what constitutes a
Owned by AICo transfer opportunity that will give rise to the
but the parties may also agree that the other
party will have a license to use some of that IP right. It should also delineate a process for
that is not specific to the robot toy prodcut for party to exercise its rights or not. Any right of
Jointly developed and owned by category use in AI and machine-learning applications first refusal or similar right will make it more
generally. difficult for the owning party to dispose of the
Developed IP it owns, and so the owning party
In some JDAs, the parties will also agree will want to make the process, and its endpoint,
on licenses to cover commercialization of very clear.
Developed IP that results from the project and
18 Hogan Lovells Joint Development and Collaboration Agreements 19

5. Confidentiality 7. Other terms

In a JDA, the parties will typically be sharing The parties may also want to include a separate This primer has focused on several key • indemnification for third party claims
confidential information and will seek to provision governing disclosure of the existence terms that are somewhat unique to JDAs. Of (including claims relating to intellectual
protect that confidential information with a and terms of the JDA itself. course, parties to a JDA will need to consider property infringement, product liability, and
confidentiality provision or separate NDA. a number of other terms and conditions, breaches of key terms of the JDA);
If one of the parties to a JDA is an academic including the following:
While sometimes overlooked as a “boilerplate” • limitations of liability;
institution, the institution likely has a strong
provision, the confidentiality terms of a JDA • allocation of costs for development activity
interest in maintaining the ability to publish • data security and privacy;
deserve careful attention so that each party’s and facilities, equipment, and materials used;
the results of the collaboration. In this case,
trade secrets are protected and the intended • assignment and delegation;
parties will often agree on a process that • taxes;
allocation of IP ownership and license rights is • term of the agreement; and
allows the other party to review proposed
not thwarted. • export control and compliance with laws;
publications, make appropriate requests for • termination and effects of termination on
Where the parties have agreed to a Preliminary continued secrecy, and file patent applications • representations and warranties;
licenses granted.
NDA, they may wish to incorporate that prior to publication where appropriate.
existing Preliminary NDA into the JDA. This
has the advantages of streamlining the JDA
somewhat and also maintains continuity
of protection of confidential information.
6. Term of the agreement
However, the parties should review the
The parties should use care in defining the duration of
Preliminary NDA again to make sure that
the JDA. Normally, each party will want to put a time
the permitted uses, permitted disclosures,
limit on its responsibilities under the JDA. But neither
definitions of confidential information,
party will want it to end prematurely—before the
duration of protection, and other key terms
parties have had adequate opportunity to pursue their
will work for the longer-term JDA and amend
goals or before the expected duration of any license
or replace the Preliminary NDA if they do not.
rights being granted.
Where the parties want to include a
Particularly in a JDA with multiple statements
confidentiality provision in the JDA, they
of work, it is often useful to define a term for the
should consider the following:
collaboration under each statement of work and a
• definition of confidential information (e.g., separate, longer term for any commercialization
must information be marked confidential, licenses that are granted for the results of the JDA.
are certain categories always deemed That way, the active development part of the JDA
confidential, etc.); can end and the “next phase” under the licenses can
continue.
• permitted uses, including uses as permitted
A JDA also typically defines termination rights for
under licenses granted in the JDA;
each party. Termination rights for uncured material
• duration of protection; breach are typical. Termination based on failure
to meet defined development milestones is also
• circumstances in which protection ends
common. The parties may want to permit termination
(e.g., if information becomes public without
for convenience as well—so that a party can exit
fault of the receiving party); without having to show cause. If termination for
• exceptions for legally-required convenience rights are included, the parties will
disclosures; and need to consider what limitations are appropriate,
including for example notice periods and a minimum
• exceptions for disclosure in patent duration before notice can be given. Parties should
applications that are filed in accordance also consider what happens upon each kind of
with the agreement. termination—whether compensation or cost-sharing
rules should apply, what licenses and other provisions
should survive termination, etc.
Alicante
Amsterdam
Baltimore
Beijing
Birmingham
Boston
Brussels
Budapest
Colorado Springs
Denver
Dubai
Dusseldorf
Frankfurt
Hamburg
Hanoi
Ho Chi Minh City
Hong Kong
Houston
Jakarta
Johannesburg
London
Los Angeles
Louisville
Luxembourg
Madrid
Mexico City
Miami
Milan
Minneapolis
Monterrey
Moscow
Munich
New York
Northern Virginia
Paris
Perth
Philadelphia
Rio de Janeiro
Rome
San Francisco
São Paulo
Shanghai
Shanghai FTZ
Silicon Valley
Singapore
[Link]
Sydney
Tokyo “Hogan Lovells” or the “firm” is an international legal practice that includes
Hogan Lovells International LLP, Hogan Lovells US LLP and their affiliated businesses.
Ulaanbaatar The word “partner” is used to describe a partner or member of Hogan Lovells
International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee
Warsaw or consultant with equivalent standing. Certain individuals, who are designated as
partners, but who are not members of Hogan Lovells International LLP, do not hold
Washington, D.C. qualifications equivalent to members.
Zagreb For more information about Hogan Lovells, the partners and their qualifications,
see www. [Link].
Where case studies are included, results achieved do not guarantee similar outcomes
for other clients. Attorney advertising. Images of people may feature current or former
Our offices lawyers and employees at Hogan Lovells or models not connected with the firm.
Associated offices © Hogan Lovells 2018. All rights reserved. 04126