Research Agreement

RESEARCH AGREEMENT A Research Agreement is an agreement between a company and a research organization whereby the company engages the organization to conduct research on healthcare subjects/ matters. This contract typically contains the same provisions of a contract such as payments, reimbursements, scope of work, milestones etc, however it is typical that the resulting Intellectual Property will be owned by the Company. However, researchers must always retain the right to publish their findings within a reasonable time frame. Research Agreement 1 of 11 RESEARCH AGREEMENT THIS RESEARCH AGREEMENT (the “Agreement”) is made as of ___________(“Commencement Date”) , by and between ________________________ having a place of business at _______________("COMPANY"), and ________________, having a place of business at ______________________ ("RESEARCHER"). WHEREAS, COMPANY desires that RESEARCHER perform certain research and development work hereinafter defined and is willing to provide materials to support such work; WHEREAS, RESEARCHER desires to obtain the results of such research as well as certain rights to COMPANY'S intellectual property; WHEREAS the RESEARCHER and the COMPANY wish to enter into this Agreement to have the RESEARCHER perform the research outlined in Schedule “A” (the "Research Program") in accordance with the terms of this Agreement. NOW THEREFORE in consideration of the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the RESEARCHER and the COMPANY agree as follows: 1. RESEARCH PROGRAM 1.1 Definition. "Research Program" shall mean the research program outlined in the Statement of Work attached as Appendix A hereto (hereinafter the "Statement") which may be amended from time to time upon mutual consultation. Any such amendment shall not be effective unless agreed in writing by the signatories of this Agreement or their authorized representatives. 1.2 Research Efforts. RESEARCHER and COMPANY shall use reasonable best efforts, at their own expense, to conduct the Research Program in accordance with the Statement, consistent with the goals stated therein. COMPANY acknowledges that RESEARCHER expressly makes no warranties or representation with respect to its ability to accomplish the Research. 2. RESEARCH RESULTS - REPORTING; MEETINGS 2.1 Every quarter representatives or reasonably practicable upon short notice , RESEARCHER who are working on the Research Program shall meet with representatives of COMPANY to discuss the activities and the data, results and conclusions generated by the work performed hereunder ("Research Results"). The reports of the Report Results shall be sent to Company in the manner set forth in Appendix B. Research Agreement 2 of 11 2.2 The reports and the Research Results provided by RESEARCHER shall be deemed to be confidential to and shall be the sole property of the RESEARCHER. COMPANY shall take such measures to protect the reports and the Research Results as it uses to protect its own proprietary information. 3. MATERIALS TRANSFER. 3.1 Material Supply. COMPANY shall use reasonable best efforts to provide RESEARCHER at its laboratory or research center situated at __________________, with sufficient amounts of _______________(“Materials”) as set forth in Appendix A and know-how related thereto as are reasonably necessary for RESEARCHER to conduct the Research Program. Materials will be sent to: [Mention Address] 3.2 Limited License. Company hereby grants to RESEARCHER a non-exclusive, nontransferable right to use the Material solely for the purpo