Novo Nordisk Diabetes and Obesity Biologics Science Forum Awards Terms and Conditions (“Terms”) Types and scope of Novo Nordisk Awards Novo Nordisk offers two types of research funding opportunities and collaborative models under the Novo Nordisk Diabetes and Obesity Biologics Science Forum Awards: The Early Exploration and Proof of Principle (PoP) Awards. The Awards are reserved for nonclinical research only and support both young and established scientists at selected US and Canadian academic and medical research institutions (the “Institution”) exploring novel hypotheses in protein-based therapeutics (biologics) for diabetes and obesity. The purpose of the Awards is to facilitate translation of new ideas from early diabetes and obesity research into innovation by bringing new biologics concepts to a non (pre) clinical Proof of Principle milestone. Early Exploration Award $250,000 for a two year period, plus Facility and Administrative Expenses The Early Exploration Award supports nonclinical research for early-stage hypotheses that do not yet have preliminary data but show considerable promise for advancing the treatment of diabetes or obesity. The Early Exploration Award provides research funding up to $125,000 per year for up to a two year period. In addition to the possible $250,000 funding of direct expenses, the Award will cover the Institution’s standard indirect costs (Facilities and Administrative) in accordance with the Terms. Proof of Principle (PoP) Award $500,000 for a two year period, plus Facility and Administrative Expenses The Proof of Principle (PoP) Award supports nonclinical research for the validation of early stage innovations with sufficient supporting data to conclude on nonclinical PoP studies. Priority will be given to research proposals which have the highest likelihood of achieving PoP within a two year period. In general, PoP studies will require results from experiments in established animal models, in vitro human systems or reduction to practise experiments for protein and delivery technologies. The Proof of Principle (PoP) Award provides research funding up to $250,000 per year for up to a two year period. In addition to the possible $500,000 funding of direct expenses, the Award will cover the Institution’s standard indirect costs (Facilities and Administrative) in accordance with the Terms. Novo Nordisk Direct R&D Support. For both the Early Exploration and the PoP Award, Applicants have the option to have additional scientific support provided by Novo Nordisk. Types of Novo Nordisk R&D support can include counseling by Novo Nordisk senior scientists, custom synthesis and characterization of novel peptides and proteins, access to Novo Nordisk marketed protein therapeutics and in-house R&D specialized lab equipment Page 1 of 6 © Novo Nordisk October 2013 and animal models. The Recipient and/or Institution and Novo Nordisk will enter into a separate research agreement covering the direct R&D support to be provided by Novo Nordisk. Award Criteria and Novo Nordisk Award Review Committee Each summary pre-proposal and full research proposal will be reviewed by the Novo Nordisk R&D Award Review Committee (the “Committee”). The Committee is comprised of senior scientists and management of Novo Nordisk R&D. The decision of the Committee is final and cannot be appealed. The areas of research funded by the Awards are: Non-clinical research related to new biologics and targets amenable to biologics or novel effects of known biologics in the field of Type 1 Diabetes and Type 2 Diabetes, including microvascular and macrovascular complications, and obesity. Non-clinical research includes translational research (bed to bench), i.e. wet lab analyses on samples procured from clinical studies. The term ‘biologics’ means peptide or protein ligands (e.g. hormones), inhibitory or modulating antibodies, immunotherapies, small interfering RNA (siRNA) or microRNA (miRNA), and cell based concepts (e.g. stem cells). Such biologics either have to be novel or represent novel effects of a known entity. More specifically, biologics in scope under the Awards are those with potential effects on glucose lowering with diabetes co-morbidity benefits (e.g. cardiovascular and obesity), improving βcell function, increasing β-cell mass, microvascular complications such as nephropathy and retinopathy, and immune intervention of Type 1 diabetes. Excluded from the definition are novel targets easily manipulated by small molecule entities such as enzyme inhibitors and intracellular targets with significant access barriers for larger molecules. The Committee will review the Applications based upon the scientific and innovative merit of the Application and according to following criteria: ● ● ● ● ● ● Focus on development of a protein (biologics) therapeutic and/or cell based therapy Strength of scientific rationale and medical need Novelty/differentiation Likelihood of achieving milestones including path to non-clinical proof of principle Availability of requested and internal Novo Nordisk resources Alignment with Novo Nordisk early research project portfolio Application Submission Each Application must be entirely Applicant’s own work and to the Institution’s best knowledge, the research proposed does not infringe upon or violate any laws or any rights of third parties, including, but not limited to, such violations as infringement or copyright, patent, trade secret or other proprietary or property right, or other right of any individual or entity. The summary pre-proposal shall not contain any confidential information and the Applicant is responsible for ensuring that all confidential information is removed prior to submission. Novo Nordisk will not be responsible for the confidentiality of any information submitted in the preproposal summary. Prior to presenting or submitting further information relating to the research proposal, Novo Nordisk and the Institution will enter into a separate confidentiality agreement governing the confidentiality and use of such information. Page 2 of 6 © Novo Nordisk October 2013 Use of Award Funds The Award funds may be used as detailed below. Expenses must be allowable, allocable and reasonable and comply with Institution policies and applicable law and regulations. Direct Expenses Direct expenses are costs that can be specifically identified as part of the research project. Examples of allowable direct costs are Principal Investigator (PI) time allocation and technical support staff hired for the specific research project (e.g., post docs), lab supplies, equipment, travel expenses, publication expenses and contract services (e.g., animal facilities). Budget allocation for PI time is not expected to exceed 10% of PI’s full time work at Institution. Salary of a technical associate shall follow the U.S. National Institutes of Health (NIH) salary guidelines. Up to $2,000 per year of the Award amount may be allocated for travel expenses to project related scientific meetings. Up to 10% of the Award amount may be used for purchase of relevant laboratory equipment. Equipment purchased with Award funds is for the use of the funded research and may need to be returned to Novo Nordisk after the Award term. Direct expenses may not include: rent for office or lab space, computer hardware or telephone service support, custodial or administrative support, tuition, relocation costs, memberships and subscriptions. Indirect Expenses In addition to permitted direct expenses, the Award covers the Institution’s indirect costs (also known as Facility and Administrative) needed to conduct the research. Such indirect cost will be covered according to the Institution’s standard rate. Examples of indirect costs include such items as laboratory space and utilities, hazardous waste disposal, campus security and fire protection, radiation safety, occupational safety, disaster preparedness, liability insurance and administrative services. For example, if Applicant proposes direct expenses of the proposed research of $250,000, and the Institution’s Facility and Administrative rate is 50%, then the total Award proposal would be $375,000, and such amount would be fully funded by the Award. Payment of Award Funding Funding for the Award is paid to the Institution, but the individual applying for a winning Award is referred to as the Recipient of the Award. The Institution is responsible for administering the funds in accordance with its procedures and policies, and the stated Terms. The Institution is responsible for taxes relative to the Award. For a two year Award term: forty percent (40%) of the Award amount is provided upon commencement of the Award term; forty percent (40%) of the Award amount is provided after receipt by Novo Nordisk of the First Year Progress Report; and twenty percent (20%) of the Award amount is provided after receipt by Novo Nordisk of the Final Report. For a one year Award term: eighty percent (80%) of the Award amount is provided upon commencement of the Award term; and twenty percent (20%) of the Award is provided after receipt of the Final Report. After one year of research, the Recipient may propose alterations in the approved Award budget and Novo Nordisk will consider such alterations on a case by case basis. Unexpended funds from the first year of the Award term may be carried over to the second year of the Award term provided that the justification for such carryover is submitted to, and Page 3 of 6 © Novo Nordisk October 2013 approved by, Novo Nordisk. Any Award funds that are not expended in accordance with the approved budget at the end of the Award term must be returned to Novo Nordisk. Any extension of the Award term to complete the research must be requested by the Recipient and will be considered by Novo Nordisk on a case by case basis. The Institution must maintain a separate financial record for each Award. The Institution agrees to maintain books and records documenting the expenditure of Award funds in accordance with customary accounting procedures. Reports of expenditures must be submitted annually to Novo Nordisk as part of the First Report and Final Report. A financial report prepared by the investigator’s fiscal officer or Award administrator and signed by either the fiscal officer or Award administrator and the Recipient must be submitted at the same time as the First Year Progress Report and Final Report. Upon reasonable prior written notice and mutually agreed upon times, Novo Nordisk may audit all expenses related to the Award at any time during the term of the Award and for one (1) year thereafter to ensure compliance with the Award Terms and applicable laws and regulations, at Novo Nordisk’s cost. Other Funding for Proposed Research The Award may not be combined with another award or grant to fund the research proposed to be conducted under the Award that would conflict with or negatively impact Novo Nordisk’s rights under the Award. The research carried out under the Award may not be funded by private sector companies or their foundations or non-profit organizations. Prior funding from third parties related to earlier related research shall not conflict with the Terms. Applicants will disclose all current sources of financial support directly related to the proposed research as well as any other financial support from Novo Nordisk. Reports and Publicity A First Year Progress Report must be submitted to Novo Nordisk within thirty (30) days following the end of the first year of the Award term, in such format as provided by Novo Nordisk. Payment of the second year funding will be made promptly after receipt of the First Year Progress Report. Novo Nordisk may terminate the Award if the First Year Progress Report is not timely received, after giving Recipient thirty (30) days’ notice to cure. A Final Report must be submitted to Novo Nordisk within 60 days following the end of the Award term, in such format as provided by Novo Nordisk. The Recipient and/or Institution and Novo Nordisk will enter into a separate confidentiality agreement relating to confidential information contained in Reports submitted by the Recipient. As part of the Award, at the request of Novo Nordisk, Recipient will present its research to Novo Nordisk Diabetes R&D during or after the Award Term. Publications All publications and major presentations resulting from work done with the support of this Award shall indicate that the scientist is/was a Novo Nordisk Award Recipient and that the work was supported by a Novo Nordisk Award. For the Early Exploration Award, copies of all publications resulting from Novo Nordisk supported research must be promptly sent to Novo Nordisk after publication. For the Proof of Principle (PoP) Award, proposed articles for publication resulting from Novo Nordisk supported research must be provided to Novo Nordisk at least 45 days prior to submission Page 4 of 6 © Novo Nordisk October 2013 for publication for Novo Nordisk review and such publication may not contain Novo Nordisk confidential information. Intellectual Property Rights Patent applications on any inventions conceived and reduced to practice in the performance of research supported by the Novo Nordisk Award (“Inventions”) shall be reported to Novo Nordisk within 90 days after filing. Recipients are required to report such patent applications for a period of one year after the expiration of the Novo Nordisk Award. Recipients are required to indicate in their Progress Report and Final Report if any Inventions were made during the Award term. Novo Nordisk shall have an exclusive first right to negotiate with the Institution to exclusively license any Inventions and other intellectual property rights (e.g., know-how) generated in the conduct of the research supported by the Novo Nordisk Award on commercially reasonably terms. The right of first negotiation shall continue during the Award term and for a (1) one year period after the Award Term. Institution and Novo Nordisk shall negotiate in good faith for a period not less than 90 days from the date of Novo Nordisk election to negotiate an exclusive license, or other time period agreed between the Institution and Novo Nordisk (“Negotiation Period”). If such agreement is not concluded in the Negotiation Period or during any extension of the period requested by either party, Institution shall have no further obligations to Novo Nordisk, with respect to the option. Institution shall have the right, but not the obligation, to file patent applications on Inventions solely owned by Institution. In the event that it is necessary in the opinion of Institution as communicated to Novo Nordisk to file any patent applications to protect an Invention during the Award Term, and at the request of Novo Nordisk, Institution will file such application provided that Novo Nordisk will reimburse reasonable and documented patent costs incurred by Institution during the Award Term. In addition, if a portion of the Award includes substantial direct support from Novo Nordisk R&D, ownership of any inventions arising from the research conducted with such direct support will be according to inventorship as determined under US law. The Institution and Novo Nordisk will enter into a separate agreement relating to such Novo Nordisk direct R&D support, which agreement will include customary terms and conditions, including with respect to the intellectual property rights relating to any invention conceived and reduced to practice during the conduct of the research supported by the Novo Nordisk. No patent or patent application relating to an Invention made with the support of the Award will be abandoned without first notifying Novo Nordisk in writing at least 60 days prior to such abandonment in order to allow Novo Nordisk the opportunity to license such patent and continue its prosecution and/or maintenance at Novo Nordisk’s own expense. Transferability, forfeiture, and termination If the Recipient leaves the Institution or receives additional non-Novo Nordisk funding for the research covered by the Award, Novo Nordisk must be promptly notified. Recipients may not transfer an Award between institutions. Novo Nordisk may terminate an Award or withhold Award payments, in whole or in part, at the discretion of Novo Nordisk based on financial, ethical, administrative, or programmatic non-compliance, including failure to timely file the First Year Progress Report and Final Report, or if reasonable efforts to achieve the established research milestones for the project during the Award term are not undertaken by Recipient. This determination will be made by the Novo Nordisk Review Committee. If termination of the Award is warranted, the Recipient, Page 5 of 6 © Novo Nordisk October 2013 and/or the Institution shall execute a written agreement regarding termination. In such case, any Award funds will be promptly returned to Novo Nordisk and any unpaid balance of the Award will be cancelled other than Award funds allocated for any non-cancellable obligations incurred by Institution prior to termination in accordance with the budget. Institution undertakes to use commercially reasonable efforts to mitigate such costs. Conduct relating to the Award Each Institution is expected to have and enforce its own policies and procedures for the avoidance and reporting of conflicts of interests as well as scientific and financial misconduct relating to the research supported by the Award funding. Agreeing to the Terms of the Novo Nordisk Award effectively acknowledges that the Institution has such established policies and procedures and agrees to abide by them in the carrying out of research and other activities relating to the Award. Award Recipients are required to report any instances of conflict of interest or scientific or financial misconduct to Novo Nordisk as soon as they are aware of the misconduct. Should scientific or financial misconduct occur, the Institution must notify Novo Nordisk of the nature of the violation, the corrective actions that will be taken in order to correct the violation, and a timeline in which those corrective actions will be taken. Miscellaneous Award Recipient will comply with applicable Novo Nordisk policies in carrying out research, such as the Animal Ethics, Stem Cell and Gene Technology policies and the U.S. National Institutes of Health (NIH) Guidelines for the humane care and use of animals in research set forth at www.novonordisk.com/science/Bioethics/default.asp or equivalent standards. According to U.S. federal and Canadian law, institutions that use laboratory animals for research or instructional purposes must establish an Institutional Animal Care and Use Committee (IACUC) to oversee and evaluate all aspects of the institution's animal care and use programs, facilities, and procedures. The amount of an Award, including any Institution Facility and Administrative Expense, and any Novo Nordisk direct R&D support will be reported to authorities as may be required under applicable state or federal law. An Award may not be tied, in any way, to past, present, or future prescribing, purchasing, or recommending (including formulary recommendations) of any drug. Any evidence that suggests that an Application or Award is tied, in any way, to past, present or future prescribing or recommending of any drug will cause the Application to be rejected, and the Application may not be resubmitted or cause an Award to be terminated. Page 6 of 6 © Novo Nordisk October 2013