AGREEMENT FOR SCIENTIFIC AND TECHNOLOGICAL COOPERATION BETWEEN THE SÃO PAULO RESEARCH FOUNDATION (FAPESP) AND GLAXOSMITHKLINE BRASIL LTDA
The São Paulo Research Foundation a juridical person of public law, established under the authorization of State Law number 5.918 of 18 October, 1960, with Statutes approved by State Decree number 40.132 of 23 May, 1962, registered at the National Tax Payer Roll under number 43.828.151/0001-45, with head office at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, hereinafter designated as FAPESP and hereby represented by its President, Professor Celso Lafer, Ph.D., holder of identity card number 1809257 SSP-SP and registered at the National Tax Payer Roll under number 001.913.298/00, with special address as stated above for FAPESP, and
GlaxoSmithKline Brasil Ltda a company which develops manufactures distributes and sells medicines for human use around the world, duly organized under the laws of Brazil, registered at National Tax Payer Roll under the number 33.241.743/0001-10, with registered offices at Estrada dos Bandeirantes 8464, Jacarepaguá, Rio de Janeiro, RJ, here represented under the terms of it by-laws, hereinafter referred to as GSK,
decide to celebrate the present agreement, under the following terms and conditions:
FAPESP and GSK hereby agree to support a collaborative program, with the aim of promoting and supporting research projects involving collaboration between scientists working in public or private research or teaching institutions in the State of São Paulo, Brasil and scientists from GSK. The research projects should create new knowledge, contribute to build up scientific and technological competencies, foster strategic alliances for scientific and technological development, promote the dissemination of knowledge and generate results which potentially could lead to applications with market value in the area(s) of interest to FAPESP and GSK, in the themes described in Annex I.
2. Execution of Agreement
a) This Agreement will be supervised by a Joint Steering Committee (JSC) formed by two representatives from FAPESP and two representatives from GSK.
b) The Joint Steering Committee will have the following responsibilities:
b.1) Specify mutual research themes of interest to the Parties that should be prospected in the Calls for Research Proposals (CFRP).
b.2) Write Calls for Research Proposals (CFRP), after consultation to the Parties, which should be written according to the guidelines described in Annex II.
b.3) Suggest reviewers that will be used to analyze the proposals received in each Call for Research Proposals (CFRP).
b.4) Issue a recommendation to the Scientific Director of FAPESP about each one of the proposals received, after they have been analyzed by the external reviewers and by the Area Coordinators at FAPESP in accordance to the rules of the FAPESP funding program Programa de Inovação Tecnológica – PITE, stated in Annex III.
b.5) Supervise the research proposals, fostering the collaboration among the scientists and students participating in each one of the selected projects with one another.
b.6) Find solutions to all technical, administrative and financial questions that may arise during the term of the present Agreement, as well as supervising the execution of the activities arising from the present Agreement, referring to their respective superior officers as required.
c) The Calls for Proposals prepared by the JSC in compliance to this agreement will be issued by FAPESP.
d) Both FAPESP and GSK may relieve or appoint their representatives to the Joint Executive Committee at any time, without consultation of the other party, but informing the other party with 24 h antecedence.
3. Financial Clauses
Financial support for the projects selected under this agreement will encompass a total of up to US$ 300,000.00 (three hundred thousand U.S. dollars) from GSK and an equal amount from FAPESP.
4. Confidentiality Agreement
a. FAPESP and GSK agree to keep confidential the content of the proposals submitted for analysis in the scope of this agreement.
b. FAPESP can publish a summary containing the Title, Host Institution, Principal Investigators and composition of the research team, relevant dates and an abstract of each selected proposal.
5. Intellectual Property
All rights and obligations relating to Intellectual Property over the results of the projects financed under this agreement will be defined and determined by Terms of Agreement between the GSK and the Institutions to which the Principal Investigators of the selected projects are affiliated. Those Terms of Agreement may or may not include FAPESP as a party in the agreement, at the option of both the GSK and the Institution or Institutions to which the Principal Investigators of the selected projects are affiliated.
6. Term of Validity
This Agreement will be valid from the date of signature and will remain in force for 3 years after that date.
Either party can terminate this Agreement at any time by communicating the other party of their intention of cancellation with a minimal pre-warning of 6 months. This cancellation will not affect projects which are ongoing at the time it occurs, unless that is specifically agreed and set upon in the Contract Termination document.
8. Legal Venue
Any doubts or disagreements resulting from the execution of this contract will be brought before the Court of theSão PauloCounty(Foro da Comarca deSão Paulo), by mutual agreement and renouncing any other venue
In full and mutual agreement, this Agreement of Cooperation is signed in two copies and the contents thereof translated in both Portuguese and English.
February 28, 2012.
FAPESP - Fundação de Amparo à Pesquisa do Estado de São Paulo
Celso Lafer, President
GSK- GlaxoSmithKline Brasil Ltda
Cesar M. Rengifo, President
Annex I: Non-exclusive list of themes of interest for this Agreement
The themes of interest of FAPESP and of GSK that will be included in the calls for research proposals for cooperative research projects between researchers from institutions of higher education and research in the State of São Paulo and researchers GSK include, but are not limited to:
- Respiratory Diseases
- Metabolic Diseases
- Tropical and Neglected Diseases
- Infectious Diseases
- Inflammation and Immunology
- Rare Diseases
New themes and subthemes can be included by decision of the Joint Steering Committee for Cooperation FAPESP - GSK
Annex II: General guidance for the CALLS FOR RESEARCH PROPOSALS (CFRP)
1. General provisions
Call for Research Proposals will be prepared by the Joint Steering Committee for the FAPESP - GSK cooperation following the guidelines set forth below.
a) The calls for research proposals will invite researchers from institutions of higher education and research in the State of São Paulo to submit joint research projects in collaboration with researchers from the GSK, in research areas of interest of the GSK and FAPESP.
b) Each Call for Research Proposals will contain the list of topics of interest to the proposals agreed by the Joint Steering Committee for the FAPESP - GSK cooperation.
c) Call for Proposals should make clear:
c.1) The themes to be prioritized in each call,
c.2) The format for proposals,
c.3) The process of evaluating and selection of proposals and
c.4) The schedule for submission of proposals and assessment phases in compliance with the specifications contained herein.
2. The contributions of the Parties
a) The total cost of all projects selected in each CFRP will be financed with 50% of funds from FAPESP and 50% from GSK.
a.1) The percentages for each individual project may vary depending on the degree of innovation and technological risks of each proposal, using as basis the criteria of the program PITE FAPESP.
b) FAPESP’s funds will be disbursed to researchers associated with institutions of higher education and research in the State of Sao Paulo and can be applied according to the rules for use of research funds awarded by FAPESP.
c) The funds contributed by GSK will be disbursed to institutions of higher education and research in the State of Sao Paulo and can be used for the following functions:
c.1) Capital goods or equipment, necessary to the research project, provided they stay under the ownership of Institutions of Higher Education or Research in the State of São Paulo, after the completion of the project;
c.2) Scholarships for Graduate, Masters, Doctoral students and for Post-Doctoral fellows, with values at least equal to the corresponding values paid by FAPESP;
c.3) Acquisition of consumables, travel and services were directly necessary to the research project;
c.4) Expenditures associated to the infrastructure necessary to the research project;
c.5) Funds to supplement wages of professors or researchers employed by institutions of Higher Education and Research who are participating in the research projects selected;
c.6) Hiring, for a duration that coincides or is shorter than that of the research project, of researchers and technical support needed for research work associated with the project;
Special cases will be analyzed specifically in each case by the Scientific Director of FAPESP.
3. Format for the CFRP
a) Each Call for Research Proposals will invite research projects in cooperation between researchers from institutions of higher education and research in the State of São Paulo and GSK. In this case:
a.1) The projects should be developed by teams composed of researchers from institutions of higher education and research in the State of São Paulo. It is desirable, but not mandatory, that the teams include researchers from GSK.
a.2) Each proposal will have a Principal Investigator associated with a higher education or research institution of in the State of São Paulo.
a.2.i) The Principal Investigator should have a Ph.D. or equivalent (except in the cases for which the host institution is a Small Business) and proven experience in the subject of the proposal.
b) For each project selected, the cooperation between FAPESP, GSK, and the institution of higher education and research in the State of São Paulo to which the Principal Investigator is associated will be determined by a separate agreement which will define:
b.1) The schedule of disbursements;
b.2) The definition and timing of expected results at each stage of the project;
b.3) The Intellectual Property clause on the results of projects.
4. Procedures for evaluation of proposals
The CFRP will mention the procedure for the evaluation of the proposals, following Annex III of this agreement.
Procedures for selection of proposals for FAPESP’s Program PITE
1. Proposals are received by FAPESP.
2. For the cases of Calls for Proposals issued by FAPESP as a result of a Term of Agreement with other organizations the proposals are analyzed by the Joint Steering Committee for that cooperative agreement to examine their adherence to the terms of the Call for Proposals and to suggest names of reviewers.
3. Proposals are submitted to a panel of the Scientific Directorate of FAPESP, called an “Area Coordination”, according to the predominant area of knowledge of the proposal, for the indication of more reviewers.
3.1. Proposals with a budget of less than three hundred thousand Brazilian Reais require at least one reviewer. Above this budget value each proposal requires a minimum of three reviewers. A number of reviewers larger than the specified minimum can be used according to the “Area Coordination” and/or JSC discretion.
3.2. The GSK can suggest reviewers for each project.
4. Proposals with reviews are submitted to the “Area Coordination” and “Adjunct Coordination” for the emission of a recommendation to the Scientific Director..
5. For the cases of Calls for Proposals issued by FAPESP as a result of a Term of Agreement with other organizations the proposals are analyzed by the Joint Steering Committee for that cooperative agreement. The JSC analyzes the proposals and the reviews and issues a final recommendation to the Scientific Director.
6. The Scientific Director issues the decision for the proposal and submits it to the Board of Directors of FAPESP.