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NOVEMBER 13, 2012
SERIES 2, SESSION XI OF
APPLICANTS & ADMINISTRATORS PREAWARD LUNCHEON SERIES
Research Sponsored by Industry – Putting an Agreement in Place
Introducing OTL&IC
Office for Technology Licensing and Industry Collaboration (Techtransfer.tufts.edu)
OTL&IC is part of the Office of the Vice Provost
Guest speaker – Colm Lawler, Associate Director. Technologies: life science, medicine
What does OTL&IC do?
Works to make Tufts inventions and discoveries available for public benefit
Promotes research at Tufts by facilitating appropriate relationships between the University and industrial collaborators
Manages intellectual property assets arising from Tufts research
Negotiates agreements that involve intellectual property
Agreement negotiation
Type of AgreementsConfidentiality Agreement (CDA)Material Transfer Agreement (MTA)Collaboration AgreementInter-Institutional Agreement (IIA)Option to License AgreementLicense AgreementSponsored Research Agreement (SRA)
Confidentiality Agreement (CDA) Covers the exchange of unpublished information
between entities Can be 1-way, 2-way, etc.
Material Transfer Agreement (MTA) Covers the exchange of specific research materials
between entities. Determine what types of entities are involved
Can be 1-way, 2-way, etc. Use Universal Biological Material Transfer Agreement
(UBMTA) as much as possible as it is NIH approved
Collaboration Agreement Covers the structuring of a research relationship
between entities No exchange of funds expected between any of the
parties Future intellectual property management, publication
rights and project management are important subject matters
Inter-Institutional Agreement (IIA) Covers the management of defined intellectual property
assets that are owned by more than one institution
Option to License Agreement Covers the intent of a 3rd party for a future license of a
defined Tufts intellectual property asset Variety of business and legal terms to be considered
License Agreement Covers the use (generally commercial) of a defined
Tufts intellectual property asset by a 3rd party Variety of business and legal terms to be considered Particularly important for Tufts start-up companies
Sponsored Research Agreement (SRA)SRA is a contract between Tufts and a non-
federal sponsor for the purposes of funding and conducting research at Tufts
OTL&IC and ORA (Office of Research Administration) work together to put in place SRAs
Developing an SRA may be brief or lengthy, depending on the complexity of the program to be sponsored and what the sponsor expects to obtain for its support
Terms of SRA
Scope of Work to be conducted Budget for the research Payment obligations and timing Management and staffing of the research project Schedules and deliverables Publication of the research results Options to license the IP arising from the research Care of data and confidential information Use of Tufts name Rights and procedures to terminate the project Taxes, insurance, warranties, liability, governing law, and
other items necessary for contracts
Internal forms for SRA
Internal forms are submitted and processed by ORA except for the Agreement on Ownership of Intellectual Property (IP) (only signed once, collected by OTL&IC) Needed: 1.Internal Sponsored Coordination Form2.Financial Interest Disclosure Form(s) from all investigatorshttp://viceprovost.tufts.edu/researchadmin/forms/
How to initiate SRA
The party that provides funds normally sends a draft of the agreement for review
Tufts is able to draft an agreement upon request of the funding party
Draft is reviewed and negotiated jointly by ORA and OTL&IC
It is vital to follow established work-flow process to ensure that the agreement is fully valid and legally recognized by all involved
Expediting SRA
Delays are common when the terms are complex, when there are differences in approach between the parties, and when other party engages their legal department
Most contentious terms: IP ownership and publication. These terms are deal breakers for Tufts
You can speed up the process by providing the following in a timely fashion: internal approvals, begin and end dates of project, research plan, budget and contact information for the other party
Conclusions
Engage ORA and OTL&IC as appropriate and early in the process
Obtain internal approvalsProvide critical pieces of information in a
timely mannerBe prepared that negotiations can be lengthy,
particularly if the other party insists on IP ownership or restrictions on publication