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EEN MGH AND HOECHST A.G.
SUPPORT PROVIDED BY HOECHST A.G.

AGREEMENT BETW
ING & L

CONCERNIN INANCIA
POR
THE ESTABLISHMENT AND OFERATION OF A DEPARTMENT
OF

MOLECULAR BIOLOGY

Executive Summary

 

1. Scope of Project. The General Hospital Corporation
("MGH") will, with financial support from Hoechst A.G. (the
"Company"), establish a Department of Molecular Biology (the
"Department"). Consistent with the scientific and educational
purposes of the MGH, the Department will conduct basic research
in molecular biology for the purpose of improving medical care.
Although the knowledge base generated by the research may prove
useful to others in developing products, the Department is not
intended to develop products or otherwise participate in
commercial undertakings other than through standard patent
licenses.

2. Staffing. The Department will operate with about fifty
people through September 30, 1983, the date targeted for moving
into a new research building to be built on the grounds of the
MGH. At that time, the Department will expand to approximately
100 people. Senior staff includes the director (Howard M.

Goodman) and five senior investigators. All of the staff will be
appcinted by the MGH in accordance with ity regular policies and
will be subject to all the regular rules, regulations, and
policies of the MGH.

3. Direction of Research. The Deparment will determine the
mature and scope of the activities to be performed. Research
conducted at the Department will conform to MGH regulations, as
well as all applicable federal, state and local laws. The
Company has the right to fund (but not direct) all research at
the Department. If the Company declines to fund a research
project, the Department may seek funding elsewhere. Scientists
in the Department will have the right to publish all research
results, subject only to providing the MGH with the customary
notice prior to submission for publication, and all scientists in
the Department will be free to collaborate with others in
accorance with standard MGH policies.

4. Scientific Advisory Board and Joint Committee. A
Scientific Advisory Board will be established consisting of six
scientists to review the annual report of* the director and
evaluate the work of the Department. It may make advisory
recommendations to the Department. A Joint Committee composed of
three trustess of the MGH and three senior managers of the
Company will meet annually to oversee the implementation of the
agreeement, and at the end of five years will conduct an

extensive review of the performance of the Department.
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5. Funding. Over a riod of appronimately ten (10) years,

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the Company will provide funding for the establishment and
operation of the Department. Such funding will consist of:

(a) Operating funds for the Department of approximately
$50,000,000 over the period.

(b) Funds for design, renovation and equipping of existing
MGH space for the Department.

(c) Funds for constructing and equipping the space in the
new Wellman research building to be occupied by the Department.

6. Licenses to the Company. In accordance with the standard
practice of the MGH, the Company has the right to a license under
any patent resulting from research sponsored in whole or in part
by the Company.

7. Royalties. Royalties under licenses to the Company will
be negotiated on a case-by-case basis and will reflect the
financial contribution of the Company. Royalties will be
allocated by the MGH among the inventor, the Department and the
laboratory in accordance with its normal patent policy.

8. Symposia and Training of Company Personnel. At lest once
a year the Department will present a symposium for invitea
members of the academic community at large to which the Company
may send representatives, and the Company will have the right to
send up to four individuals to work and be trained in the

Department.

>. Renewal. After ten years the agreement renews

automatically for 5-year periods unless affirmatively terminated.