HTP Graphics

Emily's R&D SOLUTIONS n It would be wise to check whether the payment structure fitted in with projected cash flow for the project. Does is cover expenses? Is any VAT payable in addition? n What happens if NWP pays late or does not pay? Can Lakeland charge interest or terminate? Licence of Background IP n Lakeland should consider whether NWP requires a licence of Lakeland's Background IP. On the basis that Lakeland will be doing all the research work, it appears unlikely that NWP will need to use Lakeland's Background IP, in which Lakeland should not grant the requested licence. n If Lakeland were to grant a licence of its Background IP to NWP, it should clearly identify the purpose for which the licence is being granted, i.e. for the purpose of the project. Lakeland would not want NWP to be able to use its Background IP for any purpose outside of the collaboration. n Lakeland should consider listing any Background IP it is licensing. IP ownership n As NWP is paying for the research, it is understandable that it wants to own all the IP which arises out of the project. However, it is only paying the basic cost. To own all Foreground IP it should generally pay a profit element as well or give Lakeland some other benefit. It may be appropriate for NWP to be given an exclusive licence in the particular cancer field(s) in which it operates. Remember the Foreground IP may have applications for other cancers or for other applications. n Lakeland may want NWP to be responsible for all costs associated with the prosecution and maintenance of any Foreground IP. Lakeland however, will apply for the relevant patents. n If NWP is given an exclusive licence in a particular field, the Agreement should provide that NWP will grant Lakeland a licence of the Foreground IP for teaching and research purposes. 59

• Cover