Terms and conditions

These Terms and Conditions, along with the Grant and any additional requirements detailed in the Grant Award Letter constitute the whole agreement between the Host Institution and Blood Cancer UK relating to the Research and supersede all previous agreements between them.

Blood Cancer UK reserves the right to amend these terms and conditions at any time and we will communicate these to you directly.

BC Lead Grant – Grants awarded under a Grant Award Letter issued on or after 1 January 2023.

Blood Cancer UK – A charity registered in England and Wales (no. 216032) and Scotland (no. SC037529), and a company limited by guarantee registered in England & Wales (no. 738089), whose registered office is: 5-11 Theobalds Road, London, WC1X 8SH. The correspondence is: Blood Cancer UK, Suite 31, Bonnington Bond, 2 Anderson Place, Edinburgh, EH6 5NP.

Commercial Evaluation – A review undertaken to understand and evaluate the commercial exploitation potential of a research project being funded by Blood Cancer UK.

Commercialising Party – The Party responsible for commercial exploitation.

Directly Allocated Costs – The cost of resources used by a project that are shared by other activities using Transparent Approach to Costing / full Economic Costing (TRAC / fEC) methodology. They are charges to projects on the basis of estimates rather than actual costs and do not represent actual costs on a project by project basis, e.g. electricity, water.

Equipment – The equipment required to conduct the Research.

Funded Intellectual Property – All present and future inventions discoveries, materials (including biological and chemical materials), technologies, products, data, algorithms, software, patents, databases, copyright, confidential information and other intellectual property and know-how arising from the Research and all other rights or forms of protection of a similar nature having equivalent effect anywhere in the world.

Funded Materials – Biological and chemical materials arising from Results.

Grant – The funding award made for the Research and described in the Grant Award Letter.

Grant Award Letter – The letter from Blood Cancer UK to the principal Grant Holder specifying the amount of the Grant and confirming the financial value award of the Grant in GBP.

Grantholder – The lead applicant as specified in the Grant Award Letter.

Grant Period – The Duration of the grant as set out in the Grant Award Letter.

HI Lead Grant – Grants awarded under a Grant Award Letter issued prior to 31 December 2022.

Host Institution – The university, hospital trust, institution or other body who the Grant is awarded to. They must be the employing organisation of the Grantholder, unless specified in the award letter.

Indemnified Parties – Blood Cancer UK, its Staff and Agents.

Indirect Costs – Non-specific costs charged across all projects using TRAC / fEC methodology. They include the costs of the Host Institution’s administration such as human resources, finance, library and departmental services.

Institution Sanctions – The sanctions Blood Cancer UK may take against a Host Institution if the circumstances set out in Clause 15.7 should arise.

Intellectual Property Rights – All present and future rights arising from inventions, discoveries and other developments resulting from the Research undertaken as a result of Blood Cancer UK funding including (without limitation) patents, design rights, copyright, database rights, moral rights, trademarks, service marks, know-how, confidential information and all other rights or forms of protection of a similar nature having equivalent effect anywhere in the world.

Know-how – All information which is not in the public domain including that comprised in or derived from data, disks, tapes, manuals, source codes, flow-charts, catalogues and instructions.

Party and the Parties – Blood Cancer UK and/or the Host Institution as appropriate.

Premises – All research facilities where the Research is conducted.

Research – The research and investigation which is the subject of the Grant.

Research Personnel – The Host Institution staff who are to be supervised by the Grantholder to carry out the Research.

Studentship – A grant to provide the stipend and other costs associated with a PhD student.

1.1 Blood Cancer UK will provide a Grant to fund the Research named in the Grant Award Letter. All expenditure must be in accordance with the awarded set out in the Grant Award Letter.

1.2 The Host Institution and Grantholder must formally accept, in writing, the Award as detailed in the Grant Award Letter and agree to the Terms and Conditions.

1.3 The Grant must be activated by the Grantholder within three months from the start date indicated on the Grant Award Letter. Any change to the start date must be agreed by Blood Cancer UK in writing.

1.4 The Grant end date is defined by the duration of the award from the activation date.

1.5 The Host Institution will inform Blood Cancer UK at acceptance of the Grant of any pre-existing arrangements which may lead to a breach of the Grant conditions.

1.6 Blood Cancer UK acknowledges that the Host Institution is subject to the Freedom of Information Act 2000. If the Host Institution receives a “Request for Information” in respect to any part of the Grant, the Host Institution must notify and consult with Blood Cancer UK on any response to the request.

2.1 No material change shall be made to the Grant, the Grantholder without the prior written approval of Blood Cancer UK.

2.2 The Host Institution must ensure that the Grant is used for the purposes for which it was awarded. Any plan to diverge from the aims outlined in the original grant application requires prior written agreement from Blood Cancer UK. In the event the research is completed early or overtaken by published results, Blood Cancer UK must be notified in writing.

2.3 It is the responsibility of the Host Institution and Grantholder to ensure that all parties, including collaborators, supervisors, and staff employed on Blood Cancer UK grants comply with the Terms and Conditions.

2.4 The Host Institution shall notify Blood Cancer UK immediately if there is any change in its status, or that of the Grantholder, which might affect their eligibility to hold the Grant.

2.5 The Host Institution will allow Blood Cancer UK access to its facilities with notice, at reasonable times, to inspect the conduct of the Research and to ensure compliance with the terms of the Grant.

2.6 The Host Institution must ensure that appropriate Premises are available to house the staff undertaking the Research, and that all Equipment used in the Research is fully maintained, kept in an appropriate and safe state of repair and properly serviced, covered by the Host Institution’s insurance policies for the duration of the Grant. The Host Institution must comply with and perform all obligations and duties of law (including all health and safety legislation) in respect of the Premises.

2.7 The Host Institution must ensure that adequate resources are provided to support the activities and timeframe described in the Grant Award Letter.

2.8 The Host Institution shall provide the Research Personnel with support services and facilities on the same terms and at the same level as that provided for similar research groups within the Host Institution.

2.9 The Host Institution shall comply will all relevant laws and regulations and shall obtain and maintain all necessary licences and approvals in respect of the Research.

3.1 The Host Institution accepts full responsibility for ensuring that all necessary legal and regulatory requirements, including ethical approval (if needed) are in are in place at all relevant periods of the Grant.

3.2 The Grant must not be used for any research on animals which has not been approved and set out in the grant application.

3.3 All Grantholders using animals must adhere to the Guidelines for the Welfare and Use of Animals in Cancer Research as set out by Workman, et al. (2010: Br. J. Cancer 102, 1555–1577) and implement the principles in the cross-funder guidance Responsibility in the Use of Animals in Bioscience Research. Experiments using animals funded by Blood Cancer UK must: (i) use animals only where there are no alternatives; (ii) use the simplest possible, or least sentient, species of animal; (iii) ensure that distress and suffering are avoided wherever possible; (iv) employ an appropriate design and use the minimum number of animals consistent with ensuring that the scientific objectives will be met. (v) consult the NC3Rs website for further information and guidance.

3.4 Grantholders should refer to the ARRIVE guidelines when designing their experiments, they should also ensure that reporting of animal-based studies is in accordance with the ARRIVE guidelines, taking into account the editorial policies of the journal concerned.

3.5 All researchers using cell culture must incorporate a specific cell line authentication protocol into their experimental framework, following the best practice for cell culture procedures (UKCCCR Guidelines for the Use of Cell Lines in Cancer Research, 2000: Br. J. Cancer 82, 1495–1509).

3.6 All researchers are expected to follow the principles and guidelines set out in UKRI’s policy on the governance of good research practice.

All items of Equipment must be purchased by the Host Institution.

4.2 Blood Cancer UK will not accept claims for Equipment of a different type from that awarded unless prior written permission has been given.

4.3 The Host Institution must ensure that it has clearly defined procedures for the procurement of Equipment. Equipment funded by the Grant must be procured by the Host Institution in accordance with these procedures. Blood Cancer UK will not accept any liability to pay VAT due to any failure of the Host Institution to claim relief on qualifying Equipment.

4.4 Equipment purchased through a Blood Cancer UK Grant must be specifically for the purpose of the Grant Holder’s Research. The Equipment must be used primarily for the approved Research during the lifetime of the Grant. Any Equipment purchased using the Grant shall be owned by the Host Institution and may be retained by the Host Institution at the end of the Grant.

4.5 Blood Cancer UK will not pay any access charges for use of Equipment funded on this or another Blood Cancer UK Grant at the same Host Institution.

4.6 Subject to prior written permission from Blood Cancer UK and the Host Institution, Equipment may be moved for use at another Blood Cancer UK funded location.

4.7 The Host Institution must ensure that the Equipment funded by the Grant is appropriately insured and maintained throughout its useful life.

4.8 If any Equipment funded under the Grant is lost, damaged or destroyed during the life of the Grant, the Host Institution will be required to repair or replace it at its own cost.

5.1 Blood Cancer UK does not act as the employer of the Grantholder, Research Personnel or any Studentship candidates who are undertaking the Research where funding for salary or stipend is provided by the Grant.

5.2 The Host Institution shall employ or engage the Research Personnel in accordance with its normal procedures and be responsible for the issue of contracts and all associated duties and responsibilities of an employer.

5.3 Blood Cancer UK will not be liable for any claims, nor will it indemnify the Host Institution against any claim for redundancy, compensation, dismissal or discrimination or any other claims for which the Host Institution or any permitted sub-contractor of the Host Institution may be liable as an employer or otherwise.

5.4 The Host Institution will ensure that all permanent and temporary staff and students employed or involved in work funded by the Grant receive training appropriate to their duties, in accordance with any applicable legal or regulatory requirements. This includes management training and leadership development for all Blood Cancer UK funded staff with managerial responsibilities

5.5 The Host Institution is responsible for ensuring all clinical staff have the necessary professional registration and occupational health clearance. All clinical staff should hold either; honorary NHS clinical contracts or honorary university contracts at the appropriate level for the duration of the Grant. Blood Cancer UK accepts no liability for any claim arising out of matters relating to compliance with regulations set out by their professional governing body.

5.6 Blood Cancer UK requires the Host Institution, as the employer, to identify any risks which could affect the health of new and expectant mothers and to have taken actions necessary as a result of identifying any risks.

5.7 Salary costs awarded on any grant may: (i) be used to fund salary, the employer’s national insurance contribution, and an employer’s pension contribution which will not be higher than the rate used by the USS or NHS scheme. It must not be used to offset any prior underfunding of the pension scheme. (ii) be used to appoint staff within the pay model applied by the host institution. The level at which staff are appointed should be in accordance with the Host Institution's normal procedures, provided the salary awarded for each post is not exceeded. (iii) not be used for any bonus or merit awards.

5.8 All advertisements for staff who are to be funded from a Blood Cancer UK Grant must indicate that the Research is funded by Blood Cancer UK. The Host Institution is responsible for advertising posts and must meet the costs associated with recruitment.

5.9 In the event of maternity, paternity, adoption or sick leave being taken, salary allocation may only be used as cover for the vacant position, rather than for benefit payments for the staff member taking an extended period of leave. It is the responsibility of the Host Institution to cover the costs of the benefits payments regardless of the fact that the staff member’s salary is paid from a grant funded by Blood Cancer UK.

5.10 The Grant Holder must notify Blood Cancer UK when there is an extended period of leave greater than 10 % of grant duration.

5.11 If the person on an extended period of leave is the only staff member employed through the Grant, Blood Cancer UK may agree in writing to put the Grant into a period of abeyance and allow any unused funds to be used to extend the Grant.

5.12 The Host Institution shall notify Blood Cancer UK as soon as reasonably practicable the names, dates of appointment and starting salaries of the Research Personnel and keep Blood Cancer UK fully and promptly advised of any alterations, including; seek advance approval from Blood Cancer UK prior to awarding any Research Personnel a salary increase with the agreed value of the Grant, giving full details of the additional cost over the remaining period of the Grant and supplying copies of any relevant salary scales.

5.13 In the event that the Host Institution deems it necessary to take any disciplinary or other action resulting in (or potentially resulting in) the dismissal or suspension of a member of the Research Personnel, the Host Institution shall notify Blood Cancer UK of such action as soon as practicable (and preferably in advance) and will similarly notify Blood Cancer UK of the progress and outcome of such action. For the avoidance of doubt, the Host Institution shall seek the prior written approval of Blood Cancer UK, before replacing the Grantholder for any reason.

6.1 The Host Institution must ensure proper financial management of grants and accountability for the use of public funds.

6.2 The Grant may only be used in respect of the Research and the Host Institution shall ensure that it is not utilised for any other project or activity. Furthermore, the Host Institution will ensure that funds are not transferred between fund headings within the Grant without the prior written approval of Blood Cancer UK.

6.3 Blood Cancer UK does not pay Directly Allocated Costs unless specifically and clearly identified in the Grant Award Letter. Blood Cancer UK does not pay any Indirect costs. Blood Cancer UK will not reimburse any costs relating to professional indemnity insurance or any similar costs or expenses.

6.4 All amounts specified in the Grant Award Letter are inclusive of Value Added Tax (VAT).

6.5 The Host Institution must reclaim expenditure under the Grant within 12 months of it being incurred and Blood Cancer UK will not reimburse any claims falling outside this period. To secure reimbursement for approved equipment costs, the Grantholder must submit copies of the corresponding invoices to Blood Cancer UK with the relevant claim form.

6.6 Blood Cancer UK will reimburse the Host Institution expenditure incurred in respect of the Grant quarterly in arrears upon receipt of a completed official Blood Cancer UK claim form signed by the Host Institution.

6.7 If Grantholders, Research Personnel or the Host Institution receive donations to support Blood Cancer UK’s work, these must be forwarded to Blood Cancer UK. Where requested, such donations can be designated for a particular purpose.

6.8 If Blood Cancer UK has reason to believe that the Host Institution and/or the Grantholder are in breach of any of these terms and conditions, then it may suspend all payments pending further enquiry. If, as a result of such enquiry, Blood Cancer UK reasonably concludes that the breach is material, then it shall be entitled, without prejudice to any other rights it may have, to terminate the Grant forthwith and make no further payments.

7.1 At the request of Blood Cancer UK, the Host Institution and/or its external auditors shall provide written confirmation that the Grant has been used for the purpose for which it was awarded and that the costs incurred meet the conditions of the Grant.

7.2 On request, the Host Institution shall also make the necessary arrangements to enable Blood Cancer UK and its agents to visit the Host Institution to discuss the administration and accounting of its awards, and if necessary, to conduct its own audit of any Blood Cancer UK grant account at the host Institution or the activities funded. For this purpose, Blood Cancer UK and its agents and advisors may inspect and take copies of all relevant books of accounts and records. Where elements of expenditure under the Grant have been subcontracted, the Host Institution should ensure that the right of access extends to the accounts, records, equipment and facilities of any such subcontractor relevant to the management of the Grant. This does not presuppose malpractice or fraud, but Blood Cancer UK will use any information obtained of such matters to ensure the application of correct procedures or, if necessary, terminate the Grant forthwith.

7.3 Where any amounts paid by Blood Cancer UK have not been used in accordance with the terms and conditions of award, Blood Cancer UK will recover the sum in question on whatever terms it may specify. Blood Cancer UK may recover sums owed to it by offsetting them against any other sums (including grant payments) owed to the Host Institution.

8.1 If the Grantholder moves to another UK Institution which is able to support the Research during the remainder of the Grant, Blood Cancer UK must be notified at the earliest point.

8.2 We accept request to move institutions within the UK when the destination institution is eligible to receive funding from Blood Cancer UK and are able to support the Research during the tenure of the grant. The new Host Institution/Grantholder must accept the Terms and Conditions of award.

8.3 If the Grantholder transfers to another institution during the Grant Period, Blood Cancer UK reserves the right to require that the equipment funded by the Grant is transferred with them.

8.4 If the Grantholder is unable to or does not wish to transfer the Grant. The Host Institution must submit written request to change Grantholder with rationale and cover arrangements. Blood Cancer UK will not unreasonably withhold agreement but reserves the right to undertake required diligence.

9.1 The Grantholder shall submit an annual written report on the progress of the Research using a template supplied by Blood Cancer UK at an agreed date each year.

9.2 The Grantholder will submit a final written report to Blood Cancer UK in respect of the conduct and outcome of the Research within three months of its completion.

9.3 The Host Institution and the Grantholder shall take all necessary steps to disseminate the results of the Research in accordance with normal academic practice, preferably as immediate open access publication. Blood Cancer UK must be referred to as whole or part funder in any published material and other relevant documents about or arising from the Research. This includes confirmatory, replication and negative result studies.

9.4 The publication of the results of the Research may be delayed where reasonably necessary to protect any intellectual property rights that have arisen during the course of the Research in accordance with clause 12.

9.5 All original research published as an article in a peer-reviewed journal and that is supported in whole or in part by the Grant is subject to Blood Cancer UK’s policy on open access.

9.6 Blood Cancer UK expects new data, reagents and software arising from Blood Cancer UK-funded research to be made available to the scientific community with as few restrictions as possible to maximise the value of the research for patient and public benefit. Such data must be shared in a timely manner, utilising opensource repositories, public databases and community-led reagent stores.

9.7 Grantholders must provide Blood Cancer UK with details of all publications arising from the Blood Cancer UK research, whether wholly or partly funded. Details should be provided at the time of submission for publication to ensure that Blood Cancer UK is kept fully informed of all Results entering the public domain and has sufficient notice to arrange any publicity (see clause 11). A copy of any published material shall be sent to Blood Cancer UK on publication.

9.8 Blood Cancer UK shall be permitted to disclose information regarding the award to relevant bodies and authorities including; Association of Medical Research Charities, National Cancer Research Initiative, National Institute of Health Research, Higher Education Funding Councils, other agencies administering governmental funding and the Charity Commission.

9.9 If the Grant is funding a PhD, or MD, Blood Cancer UK must receive a digital copy of the final thesis, subject to any IP protection (see clause 12).

10.1 In any oral or poster presentation or written report of results, the author must acknowledge the support of Blood Cancer UK and, display the Blood Cancer UK logo.

10.2 All references to Blood Cancer UK-funded work placed on websites, electronic bulletin boards and similar must state clearly that the work is funded by Blood Cancer UK and, where practical, should include a link to Blood Cancer UK‘s website.

11.1 Where Blood Cancer UK is the main funder of the research, Blood Cancer UK reserves the right to lead on publicity in co-operation with the Host Institution and any other funders. Grantholders and Host Institutions are required to contact the research and communications teams prior to any publicity about Blood Cancer UKfunded research. Where Blood Cancer UK is not the lead funder, Grant Holders and Host Institutions must keep Blood Cancer UK advised of all planned publicity in advance.

11.2 For academic journal publications, Grantholders are encouraged to contact Blood Cancer UK’s research team at the time of manuscript submission. You must contact the research team with a pre-print version or link in advance to allow Blood Cancer UK sufficient time to arrange any publicity in advance of publication.

11.3 Researchers are not authorised to act as a representative of the charity without prior approval from Blood Cancer UK. Researchers who speak to the media must ensure that their personal views are not misrepresented as being attributable to Blood Cancer UK.

11.4 Blood Cancer UK reserves the right to use data and other material from research that it funds as part of its fundraising or publicity activities. Blood Cancer UK will seek prior written approval from the Host Institution to ensure that no proprietary information is disclosed.

11.5 Blood Cancer UK requires Grantholders and Research Personnel to support our fundraising and engagement initiatives. This could be by hosting lab tours, speaking at fundraising events or actively participating in external meetings and committees.

12.1 Intellectual Property Rights

12.1.1 The Parties’ aim is to exploit the outcome of its research so that the understanding, diagnosis and treatment of blood cancer is maximised. Neither the Host Institution nor Blood Cancer UK or its agents shall be under any obligation to protect Intellectual Property and materials where, in the party’s reasonable opinion, this is not deemed the optimal method of achieving Blood Cancer UK’s aim.

12.1.2 Unless otherwise agreed between Blood Cancer UK and the Host Institution, all rights in the 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 the Grant Holder provide for automatic and immediate vesting or assignment as appropriate in the Host Institution of all Funded Intellectual Property.

12.1.3 If a separate agreement is put in place between Blood Cancer UK and the Host Institution to govern the ownership, protection and exploitation of Intellectual Property Rights then subject to clause 12.1.2 above it will take precedence over these Grant Conditions in the case of any conflict.

12.1.4 The process for the commercial exploitation for Research varies according to when the Grant Award Letter was issued. Grants awarded under a Grant Award Letter issued prior to 1 January 2023, shall be referred to as a “HI Lead Grant” and the Host Institution shall have the first option to act as Commercialising Party. Grants awarded under a Grant Award Letter issued on or after 1 January 2023, shall be referred to as a “BC Lead Grant” and Blood Cancer UK shall have the first option to act as Commercialising Party. The commercialisation of BC Lead Grants shall be led by Blood Cancer UK or their agent. Unless otherwise specified the provisions of clause 12 will apply to both HI Lead Grants and BC Lead Grants.

12.1.5 The Host Institution shall allow Blood Cancer UK (or its agent) to visit, meet and discuss with Grant Holders the results of the Research and for the purposes of carrying out a Commercial Evaluation. For HI Lead Grants, such visits will take place no more than once each year during regular business hours, and with at least 6 weeks’ notice, unless all parties agree otherwise. For BC Lead Grants there shall be no limit on frequency and reasonable prior notice will be given. All information arising from such visits, meetings and discussions will be kept confidential in order not to compromise the ability to pursue commercial exploitation. Blood Cancer UK (or its agent) may conduct a Commercial Evaluation at its sole discretion.

12.1.6 For HI Lead Grants, it is the responsibility of the Host Institution and/or the Grant Holder to regularly review any results produced from or arising during the course of the Research, carry out a Commercial Evaluation and identify and inform Blood Cancer UK (or its agent) of any Funded Intellectual Property that could be commercially exploited. For BC Lead Grants if, in the opinion of Blood Cancer UK (or its agent), any results of Research are protectable or have a potential for commercial exploitation then Blood Cancer UK (or its agent) will inform the Host Institution. In any event, both the Host Institution or Blood Cancer UK (or its agent) will promptly notify the other of any opportunities they become aware of for the Funded Intellectual Property to be commercially exploited or otherwise translated to deliver patient benefit.

12.1.7 Publication or any other form of public presentation of any results of Research must follow the process set out in Clause 9 in order to protect the Funded Intellectual Property.

12.1.8 Where a party declines to exploit, abandons its exploitation or does not exploit within a reasonable (which shall be determined by the parties) time, its rights as Commercialising Party in relation to any Funded Intellectual Property pursuant to clause 12.1.4 it shall be referred to as a declining party in relation to that Funded Intellectual Property and: (iv) the declining party shall notify the other party of its decision not to or to cease to exploit the Funded Intellectual Property without undue delay; (v)the other party shall be entitled (but not obliged) to take over as the Commercialising Party in respect of that Funded Intellectual Property; (vi) Where the Host Institution is the declining party, it shall take all necessary steps in consultation with Blood Cancer UK to ensure Funded Intellectual Property is properly protected in accordance with clause 12.2; (vii) Where Blood Cancer UK is the declining party it shall (or procure that its agent, as the case may be) assign or licence as appropriate to the Host Institution the relevant rights in the Funded Intellectual Property; and (viii)If neither the Host Institution nor Blood Cancer UK elects to act as Commercialising Party, the Host Institution may arrange for the relevant inventor(s) may request the consent of Blood Cancer UK for the transfer or licence of the necessary rights in Funded Intellectual Property to him/her, such consent not to be unreasonably withheld. Provided always that any income (including shares in spin out companies and all other forms of non-monetary consideration) derived from exploiting the Funded Intellectual Property shall be shared in accordance with the terms of Clause 12.3, irrespective of who is the Commercialising Party.

(1) The Commercialising Party shall provide the other Party with a written report on its efforts to exploit the Funded Intellectual Property at least once per calendar year.

12.2 Protection of Funded Intellectual Property

12.2.1 In relation to any Funded Intellectual Property where Host Institution is the Commercialising Party, the Host Institution may conduct its commercialisation of that Funded Intellectual Property through its technology transfer office or partner and may assign such Funded Intellectual Property to its technology transfer office or partner solely for this purpose. Following any such assignment references to the Host Institution shall include its technology transfer office or partner. The Host Institution shall be responsible for ensuring that its technology transfer office or partner complies with the terms of this Agreement.

12.2.2 In relation to any Funded Intellectual Property where Blood Cancer UK is the Commercialising Party: the Host Institution shall, in consultation with Blood Cancer UK (or its agent), take the steps necessary to protect the Funded Intellectual Property as is reasonable to do having regard to all of the circumstances including relevant commercial considerations, however Host Institution shall not make (or permit others to make) any application for registered protection (including a patent) in connection with the Funded Intellectual Property without the prior written consent of Blood Cancer UK (or its agent).

12.2.3 The Commercialising Party shall subject to confidentiality restrictions share with the other party such information including copies of any commercial licences or similar exploitation agreements that are being negotiated or have been entered into upon reasonable request.

12.2.4 Where Blood Cancer UK (or its agent) is the Commercialising Party the Host Institution will, on request, enter into an appropriate agreement to assign or licence the relevant Funded Intellectual Property to Blood Cancer UK (or its agent) and take such other reasonable actions and provide such other agreements, documents, information and assistance as may be required for the purposes of the protection and commercial exploitation of the Funded Intellectual Property. Where, Blood Cancer UK is the Commercialising Party, its may delegate or sub-contract any and all of its rights and obligations under this clause 12 to its agent as Blood Cancer UK may decide without further reference to the Host Institution.

12.2.5 Other than a permitted assignment under Clause 12.2.1 the Host Institution shall not enter into any agreement to commercially exploit or grant any third party the right to commercially exploit, Funded Intellectual Property without first informing Blood Cancer UK (or its agent) and obtaining the written consent of Blood Cancer UK (or its agent), such consent not to be unreasonably withheld. Blood Cancer UK (or its agent) reserves the right to refuse such consent or to grant such consent subject to such terms and conditions as Blood Cancer UK (or its agent) may decide where it considers that the proposed commercial exploitation would run counter to its interests and charitable objectives.

12.3 Intellectual Property Revenue

12.3.1 All sums received by the Commercialising Party in relation to the commercial exploitation of the Funded Intellectual Property shall following reimbursement of Direct Costs (as defined below)(“Net Revenues”) be divided equally between the Host Institution and Blood Cancer UK (or its agent), regardless of which party is the Commercialising Party . “Direct Costs” shall mean all reasonable costs incurred by the Commercialising Party in preparing, filing, prosecuting, maintaining, enforcing, defending and exploiting the Funded Intellectual Property including but not limited to: (i) official patent filing and renewal fees; (ii) patent agents’ costs, legal fees and expenses and other third party advisory and consultancy fees and expenses; (iii) travel and out-of-pocket expenses; (iv) time spent and accounted for by the Commercialising Party’s technology transfer office (if any in the case of the Host Institution) in carrying out activities pursuant to this clause 12 to be chargeable at cost. (v) courier charges and third party printing costs; (vi) where Blood Cancer UK is the Commercialising Party all sums expended by Blood Cancer UK or their agents in the further development of the Funded Intellectual Property over and above any payments made by Blood Cancer UK to the Host Institution in its sponsorship of the Research programme giving rise to such Funded Intellectual Property, and which is not recoverable from a third party; and (vii) any non-recoverable taxes or charges (including non-recoverable VAT) which may be imposed; and (viii) any other related costs and expenses.

12.3.2 For clarity, the revenue sharing obligations contained in clause 12.3.1 in respect of any Funded Intellectual Property shall subsist for as long as income from exploitation of the Funded Intellectual Property is generated or may potentially be generated.

12.3.3 From the date that revenue starts to be received the Commercialising Party will account to the other Party annually for the other party’s share of Net Revenue on or before 30 November, in pounds sterling, to the bank account nominated by such other Party from time to time. The Commercialising Party will provide the other Party with an annual written statement detailing the revenue received during the year to 31 October and a breakdown of all the Direct Costs deducted.

12.3.4 The Host Institution shall be solely responsible for accounting and making distributions to the Grantholder and other Research Personnel and all other inventors and other staff or individuals at the Host Institution who may be entitled to a share of the Net Revenue.

12.3.5 In the event that parties other than Blood Cancer UK contribute to the generation of Funded Intellectual Property, or the Funded Intellectual Property is exploited as part of a wider portfolio of intellectual property (“IP Bundle”), Blood Cancer UK (or its agent) shall meet with the other parties to agree who should assume responsibility for exploitation and a revenue share which reflects the relative contributions of all parties. For the avoidance of doubt, it is expected that the revenue share principles described in 12.3.1 shall apply only to the portion of Intellectual Property Rights in the IP Bundle that is attributed to Blood Cancer UK funding. Host Institution shall procure that Grantholders inform Blood Cancer UK of all other financial assistance to their projects and related intellectual property rights as and when they become aware of the same. By way of example only, where the Grant accounts for 40% of the total grant funding used to support Research, Blood Cancer UK will be entitled to 20% of Net Revenue.

12.3.6 The Commercialising Party will keep full and complete financial records documenting all Net Revenue and shall make such records available to the other Party for inspection on receipt of reasonable notice.

12.3.7 Blood Cancer UK (or its agent) shall have the right to inspect the books and records of the Host Institution, which relate Net Revenue. Such inspections will take place no more than once each year during regular business hours, and upon at least 6 weeks’ prior notice, unless all parties agree otherwise (save that notice shall not be necessary in the case of an emergency).

13.1 The Host Institution shall not enter into, or permit individual Grant Holders to enter into, consultancies, directorships, third party restrictions or arrangements which may give rise to conflicts of interest with or affect the research without the prior agreement of Blood Cancer UK.

13.2 The Host Institution and Grant Holders must avoid any conflicts of interest in relation to the Research and notify Blood Cancer UK if any conflict of interest arises.

13.3 Research Personnel in receipt of salary support from Blood Cancer UK must ensure that their time commitments to commercial organisations and other non-research activities are compatible with the policies of the Host Institution and any conditions in the Grant Award Letter.

13.4 Blood Cancer UK-funded Research Personnel must disclose to their institution benefits in cash (or equivalent value) in excess of £10,000 per annum or benefits in equity of any level, received either as compensation for work undertaken for a commercial organisation, or in consideration of the transfer of intellectual property.

14.1 Blood Cancer UK accepts no responsibility for costs or liabilities incurred in connection with the research or other work funded by a Blood Cancer UK award other than those costs specifically set out in the Grant Award Letter and in these Terms and Conditions.

14.2 Blood Cancer UK will not be responsible for liabilities arising out of the acts or omissions of the Host Institution, the Grant Holder, or others involved in the Research or other work funded by a Blood Cancer UK Grant and the Host Institution hereby indemnifies Blood Cancer UK against any costs, claims or liabilities suffered or incurred by Blood Cancer UK as a result of any action, claim or complaint brought by a third party against Blood Cancer UK arising out of or in connection with the Research or other work.

14.3 Blood Cancer UK is not liable for loss or injury caused or deemed to be caused by the use or misuse of any equipment funded under the Grant.

14.4 Blood Cancer UK requires the Host Institution to maintain an appropriate insurance policy in place to cover its liability in respect of any death or personal injury caused by its conduct in a Blood Cancer UK -funded clinical trial as per the relevant Local Research Ethics Committee approval. Blood Cancer UK does not provide indemnity cover for or accept any liability for harm to participants in Blood Cancer UK-funded trials.

15.1 The Host Institution must use best endeavours to mitigate against the risk of incidences of bullying, harassment, research misconduct and/or fraud occurring during the term of the Grant.

15.2 The Host Institution must have in place formal written procedures for the handling of allegations of bullying, harassment, research misconduct and/or fraud should they arise. The procedure(s) must be made available to Blood Cancer UK upon request.

15.3 Blood Cancer UK reserves the right to investigate any aspect of alleged fraud or misconduct itself as it reasonably sees fit and the Host Institution shall provide assistance and information to Blood Cancer UK for that purpose.

15.4 The Host Institution hereby agrees that it will promptly notify Blood Cancer UK in writing if a misconduct incident arises during the term of the Grant and will keep Blood Cancer UK appropriately informed of developments in relation to the same.

15.5 Blood Cancer UK agrees to keep all information it receives under this as strictly confidential, except where disclosure is required by law or where the Host Institution gives written consent to such disclosure.

15.6 Where allegations in relation to a Misconduct Incident are investigated and upheld, Blood Cancer UK reserves the right to impose appropriate sanctions, which may include (but are not restricted to): (i) Request for removal of staff from a particular project; (ii) Request for retraction of published material; (iii) Monitoring of future work; (iv) Withdrawal of funding; (v) Termination of Grant; and (vi) (only if the allegations relate to harassment or bullying) carry out any of the Sanctions.

15.7 Where Blood Cancer UK reasonably believes that any of the following circumstances apply, Blood Cancer UK may take out Institution Sanctions against the Host Institution: (i) The Host Institution has failed to respond to a bullying and/or harassment complaint promptly and objectively; (ii) There has been institutional-level failure to instigate or complete disciplinary procedures; (iii) there has been a serious failure at the Host Institution to effectively ensure appropriate workplace conduct standards are observed.

16.1 All Grants awarded by Blood Cancer UK are subject to the Terms and Conditions that apply at the time the Grant is awarded and any subsequent amendments. Blood Cancer UK reserves the right to amend these Grant Terms and Conditions and the Funding Policies from time to time. Blood Cancer UK will publish any change to the Grant Conditions or the Funding Policies on its website and will notify all Grant Holders of such changes.

16.2 In the event of a conflict between the provisions of these Grant Conditions as amended from time to time and of the Grant Award Letter, the provisions of the Grant Award Letter will take precedence.

16.3 Blood Cancer UK reserves the right to withhold or suspend the Grant with immediate effect if there is a financial or other substantial reason to do so.

16.4 Blood Cancer UK reserves the right to terminate the Grant with sixty (60) days’ written notice if there is a financial or other substantial reason to do so.

16.5 For the avoidance of doubt, a ‘substantial reason’ under clauses 16.3 and 16.4 shall include (without limitation) if a Host Institution breaches clause 15.4 and if allegations relating to a Misconduct Incident are upheld against a Grant Holder as set out in clause 15.6.

16.6 Blood Cancer UK reserves the right to terminate the Grant with immediate effect if the Host Institution is in breach of any of its obligations hereunder and fails to remedy such breach where it is capable of remedy within sixty (60) days of a written notice from Blood Cancer UK specifying the breach and requiring its remedy.

16.7 Blood Cancer UK reserves the right to terminate the Grant with immediate effect if the Host Institution does anything which in the opinion of Blood Cancer UK brings or is reasonably likely to bring Blood Cancer UK’s reputation into disrepute.

17.1 These Grant Conditions shall be governed by and construed in accordance with English law. The Host Institution and the Grant Holder(s) irrevocably submit to the exclusive jurisdiction of the English Courts to settle all matters in connection with the Grant Conditions.