6. Intellectual property

 
 

6.1 Funded intellectual property

  1. 6.1.1.  Funded Intellectual Property shall, in the first instance, vest in the Host Institution. The Host Institution shall ensure that the contracts of employment or other terms of engagement of its Research Personnel provide for automatic and immediate vesting in the Host Institution of Funded Intellectual Property.
  2. 6.1.2.  The Host Institution and its Research Personnel shall co-operate fully with CR-UK and CRT in all matters relating to Funded Intellectual Property.
  3. 6.1.3.  Following receipt of a request by CRT or CR-UK, the Host Institution will negotiate and enter into a TTA with CRT in relation to Funded Intellectual Property.
  4. 6.1.4.  In the event that there is a TTA in place between CRT and the Host Institution, the terms of such TTA shall supersede this Section 6 from the date such agreement becomes effective.
  5. 6.1.5.  In the event that there is no TTA in place the Host Institution agrees to the following additional grant conditions (6.1.6-6.1.15):
  6. 6.1.6.  The Host Institution grants CR-UK the non-exclusive right itself, or by granting to recipients of CR-UK funding the right, to use Funded Intellectual Property for the purposes of non-commercial research whether alone or in collaboration with third parties and whether sponsored or funded, in whole or in part, by any third party including any commercial entity.
  7. 6.1.7.  The Host Institution shall allow CRT to visit its premises and to liaise freely and at will with its Research Personnel for the purpose of identifying Funded Intellectual Property. In addition, promptly following the identification by the Host Institution (or its agent) of any Funded Intellectual Property which appears to the Host Institution to have potential to be translated to deliver patient benefit or which can otherwise be exploited commercially, the Host Institution shall notify CRT in writing giving full details of such Funded Intellectual Property.
  8. 6.1.8.  CRT must be notified in good time (and in any event at least thirty (30) days) before either presentation or publication of any Results, whether patentable or not, which appear to be suitable for commercial exploitation or that are otherwise worthy of protection.  At CRT's request, the dissemination of Results will be delayed to enable the protection of Funded Intellectual Property.
  9. 6.1.9.  The Host Institution shall plan and prepare the necessary steps to be taken to protect Funded Intellectual Property as is reasonable to do so with regard to commercial considerations, however it shall not make (or permit others to make) any application for registered protection (including a patent) in connection with Funded Intellectual Property without the prior written consent of CRT.
  10. 6.1.10.  If the Host Institution decides to withdraw or abandon patent or similar protection in respect of Funded Intellectual Property, CRT shall be entitled to take an assignment of the property concerned and the Host Institution shall give CRT no less than sixty (60) days notice to allow it to do so effectively.
  11. 6.1.11.  The Host Institution may not exploit, or grant any third parties the right to exploit, Funded Intellectual Property without the prior written consent of CRT. Where CRT consents to such exploitation, it may impose such conditions in respect thereof as it sees fit.
  12. 6.1.12.  CR-UK retains the right to call for an assignment to CRT of all Funded Intellectual Property. Such right is likely only to be exercised in exceptional circumstances. After such an assignment has been completed CRT and the Host Institution shall negotiate in good faith to agree the terms of a revenue share agreement in respect of net income received by CRT arising from the commercial exploitation of such Funded Intellectual Property.
  13. 6.1.13.  If, notwithstanding the prohibition in Section 6.1.11, Funded Intellectual Property is exploited commercially without CRT's prior written consent, the Host Institution shall:
    1. pay or transfer (as appropriate) to CRT sixty percent (60%) of all gross income and any other sums (whether in cash or otherwise) received by the Host Institution (or by any third party authorised by the Host Institution) from the exploitation of the Funded Intellectual Property, without any deduction of any costs, taxes or any other sums.  However, if: (i) a third party contributes towards the directly incurred costs of the research which led to the creation of the Funded Intellectual Property; or (ii) CR-UK provides additional funding (over and above the directly incurred costs), then the foregoing revenue share shall be adjusted as CRT deems appropriate;
    2. account to CRT for its revenue share on a quarterly basis, in pounds sterling;
    3. be solely responsible for rewarding the inventors of Funded Intellectual Property out of its share of gross income;
    4. provide CRT with a quarterly statement summarising all income received and costs incurred; and
    5. ensure that proper books and records are kept (recording all exploitation activities and all income received/costs incurred) and allow CRT access to such books and records as CRT may reasonably request from time to time.
  14. 6.1.14.  CR-UK encourages the transfer of samples of Funded Materials to academic and other not-for-profit third parties solely for the purposes of non-commercial research, under the terms of a material transfer agreement substantially in a form approved by CRT. The Host Institution may not transfer Funded Materials to any commercial entity without CRT's prior written consent.
  15. 6.1.15.  The Host Institution shall retain copies of all agreements (including collaboration agreements, material transfer agreements and confidential disclosure agreements) proposed and/or completed relating to Funded Intellectual Property. The Host Institution shall provide CRT with copies of such agreements as CRT may request from time to time.

  16. For further details contact: enquiries@cancertechnology.com.

 

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6.2 DDO projects

  1. 6.2.1.  For DDO Projects, the Host Institution agrees to enter into a DDO Agreement. Until such time as a DDO Agreement comes into effect, any Results generated by the Host Institution in connection with the DDO Project shall be deemed Funded Intellectual Property and subject to the provisions of Section 6.1. The DDO Agreement will supersede Section 5.1 from the date such agreement becomes effective.
  2. 6.2.2.  All Results arising from a DDO Project are strictly confidential and should not be disclosed to a third party without the prior consent of the DDO.

 

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6.3 Non-DDO clinical trials

  1. 6.3.1.  CR-UK expects that the host institution shall own all Non-DDO Clinical Trial Results.
  2. 6.3.2.  Where a Non-DDO Clinical Trial is supported in any way by a commercial entity, the Host Institution shall be responsible for negotiating any agreements with such commercial entity, provided that where the Host Institution intends to grant such entity any rights in respect of Non-DDO Clinical Trial Results:
    1. the Host Institution notifies CR-UK of such commercial interest as soon as practicable; and
    2. the Host Institution leads the negotiations with the commercial entity, but regularly consults with CR-UK (or, at CR-UK’s request, with CRT) and incorporates all amendments relating to such grant of rights that it (or CRT) may suggest.

    Such agreement should normally be put in place after the relevant Non-DDO Clinical Trial has been completed.

  3. 6.3.3.  The Host Institution will promptly notify CR-UK following receipt by the Host Institution of any monetary consideration from a commercial entity in respect of rights granted to Non-DDO Clinical Trial Results. Following such notification, the Host Institution will negotiate and enter into an appropriate revenue sharing agreement with CR-UK (or, at CR-UK's request, CRT) under which it will share with CR-UK (or CRT) a fair proportion of such monetary consideration (which shall at least reimburse CR-UK for the corresponding amount of funding it has provided in support of the relevant Non-DDO Clinical Trial, whether in respect of the set-up/management of the trial or any other costs).

 

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