Letter Template for Pre-Printed Stationery - DOC by kpw16392


									Private and Confidential                                  TEL: +44 (0)20 7611 8888 Direct:
[Replace with Name]                                       7351 +44 (0)20 7611 8545 Direct:
[and Address]                                             8857
                                                          E-MAIL: [name] @wellcome.ac.uk
                                                          Your Ref:
                                                          Our Ref:

Dear [Replace with Name]

Letter Of Intent - Subject To Contract:
Wellcome Trust Strategic Translation Award

This letter sets out the heads of terms with respect to a potential Strategic Translation Award
(“Award”) by the Wellcome Trust for research that may lead to healthcare benefits.

Save for the terms headed “Exclusivity” and “Confidentiality”, this letter is not a binding
agreement, and is subject to contract.

                    [insert name and address of Institution and other background details as
                    necessary] (the “Institution”)
Strategic           [Name], as Principal Investigator, has been invited by Technology
Translation         Transfer to make an application (on behalf of the Institution) for a
Award:              Strategic Translation Award to The Wellcome Trust Limited as trustee of
                    the Wellcome Trust (the “Trust”). The application will be considered for
                    funding by the Trust, which will involve the expert opinions of others in
                    the field, and review by the Technology Transfer Challenge Committee
                    and Technology Transfer Strategy Panel. If the application is approved
                    an award will be made to the Institution to undertake research and
                    development as specified in the application (the “Project”).

Use of funds:       The Institution shall use the Award only for the purposes outlined in the
                    application to the Trust, and for no other purpose without the prior written
                    consent of the Trust.

Targeted            Six months from the date of the Trust acknowledging receipt of the full
Closing Date:       application for a Strategic Translation Award. (The Trust’s aim is to have
                    its review and evaluation of the application completed within 4 months
                    and estimates a further 2 months for the completion of agreements).

Project             At least 2 (two) funding dependent Project Milestones shall be agreed
Milestones:         between the parties for the Award. Drawdown by the Institution of the
                    tranches of the Award shall depend on successful achievement of the
Project IP:         All intellectual property that arises during the performance of the Project
                    shall vest in the Institution. The Trust shall, in the first instance, be
                    responsible for filing, prosecuting, maintaining, defending and enforcing
                    the Project IP on behalf of the Institution in consultation with the IPMC.

Background          The Institution shall retain responsibility for filing, maintenance,
Intellectual        prosecution and defence of all intellectual property created, acquired or
Property:           controlled by the Institution prior to the date of the Award which is
                    necessary or useful for undertaking the Project or the protection or
                    exploitation of the Project IP (whether or not funded by the Trust)
                    (“Background IP”).

                    The Institution shall warrant that it owns or has access to all the
                    necessary Background IP rights to enable it to carry out the Project and
                    to allow the Trust or the Institution to commercialise the results. If the
                    Institution chooses not to pursue filing, prosecution, maintenance or
                    defence of any patent rights owned by it that are Background Intellectual
                    Property in any country, the Trust shall be entitled, but not obliged, at its
                    own cost to assume responsibility for filing, prosecuting, maintaining,
                    defending or enforcing such patent rights in the relevant country or
                    countries in the Institution’s name.

Intellectual        An Intellectual Property Management Committee (the “IPMC”) will be
Property            established which shall be responsible for managing the Project IP
Management          strategy. No changes to the membership of the IPMC may be made
Committee:          without the prior written consent of the Trust. The Institution shall have
                    the right to appoint two members of the IPMC, the Trust shall have the
                    right but not the obligation to appoint up to two representatives from the
                    Trust’s Technology Transfer Division or their nominees and the Trust and
                    the Institution shall mutually agree the identity of at least one
                    independent member.

Infringement:       The Institution will not sue or enforce any Project IP rights such as
                    patents where the potential infringement is non-commercially sponsored
                    research being undertaken by a not-for-profit and/or charitable

Research            The Institution and the Trust shall establish a Research Steering Group
Steering Group      (“RSG”) which shall have responsibility for managing the Project,
                    assessing the progress towards the achievement of milestones, and
                    performance against objectives. The members of the RSG shall be the
                    Principal Investigator, a representative of the Institution’s technology
                    transfer office, at least one independent adviser and up to two nominees
                    of the Trust.

Site Visit Group:   The Trust shall be entitled to establish and appoint the members of a
                    Site Visit Group. The Site Visit Group shall on reasonable notice to the
                    Institution and subject to each Group member entering into a
                    confidentiality agreement with the Trust be allowed to visit the Institution
                    and meet key scientists for the purpose of updating the Trust on
                    technical progress. The Institution may suggest to the Trust appropriate
                    individuals who could be members of the Site Visit Group; however, the
                   decision to appoint any suggested individual shall be at the Trust’s sole

Exploitation       The Trust shall have the first right to manage the exploitation of the
                   Project IP and Background IP on behalf of the Institution. Following the
                   establishment of the IPMC, the Trust and the Institution shall enter into
                   an equity and revenue sharing agreement to determine how revenue and
                   equity (if any) arising out of the exploitation of the Project shall be shared
                   between the Trust and the Institution, which will normally be 50:50 Trust:
                   Institution following deduction of direct costs incurred in relation to the
                   exploitation (such as patent and legal costs).

Follow on          In the event that the Institution seeks to fund the project further, the Trust
funding:           shall have a first right of refusal but not the obligation to further fund the
                   Institution to develop the results of the Project.

Employment of      The Institution shall be responsible for ensuring that each employee of
staff:             the Institution is issued with a contract of employment that is in
                   compliance with all relevant laws and regulations.

Conduct of         The Institution shall be responsible for the management, monitoring and
research:          control of all research work undertaken pursuant to this agreement. This
                   shall include the requirements of all applicable laws and regulatory
                   authorities, including those governing the use of radioactive isotopes,
                   animals, medical devices, diagnostic tools, pathogenic organisms,
                   genetically modified organisms (GMOs), toxic and hazardous
                   substances, research on human subjects and human embryos, and
                   include appropriate ethical approvals and consents, including for
                   example but not limited to, such approvals and consents for obtaining
                   tissues and other human samples.

Access to          In the event that the Institution has not taken reasonable steps to
medicines:         develop, manufacture, distribute or commercialise any of the Project IP
                   in any country or territory within 5 years of first commercial sale of such
                   Product anywhere in the world, the Trust may serve notice on the
                   Institution requesting that it take such steps. If the Institution fails to take
                   such reasonable steps within 6 months of such notice, the Trust shall
                   have the right (but not the obligation) to do so in that country or territory
                   and the Institution shall give the Trust all such assistance, including
                   granting licences to the Trust, to enable it to do so. In the event that the
                   Trust exercises such option, the Trust will share all revenues equally
                   between the Trust and the Institution after reimbursement of the Trust’s

Confidentiality:   The Institution shall keep this letter of intent and the terms contained
                   herein confidential as between the parties hereto and their professional
                   and legal advisors.

Publicity:         All press releases and public announcements (including separate press
                   releases that may be prepared by the Institution and the Trust) regarding
                   the Award shall be agreed mutually between the Institution and the
Legal costs:         Subject to Exclusivity below, each party shall meet their own costs.

Legal                To be prepared by the Trust.

Exclusivity:         Each of the Strategic Translation Award applicant(s) and the Institution
                     shall not, without the Trust’s prior written consent, solicit, negotiate or
                     accept any other offers to fund the Project until whichever is the earliest
                     of the Targeted Closing Date or Completion. Should this exclusivity
                     period be breached, then the Institution will pay all professional costs
                     incurred by the Trust in relation to this Award. This paragraph shall be
                     legally binding and is not subject to contract.

Governing law:       England and Wales.

Please sign both copies of this letter and return one to us for our records. We look forward to
working with you and the Institution to put in place our Award in due course.

Signed for and on behalf of                      Signed for and on behalf of
trustee of the WELLCOME TRUST:                   trustee of the WELLCOME TRUST:

Signature:                                       Signature:

Name:          Dr A.E. (Ted) Bianco              Name:          Dr Richard Seabrook
Title:         Director, Technology Transfer     Title:         Head, Business Development
Date:                                            Date:

Accepted and signed for and on behalf of



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