Title: Memorandum of understanding between University of Florida, Shands Teaching Hospital and Clinics, Inc. and H. Lee Moffitt Cancer Center and Research Institute, Inc.
Full Citation
Permanent Link: http://ufdc.ufl.edu/UF00090027/00001
 Material Information
Title: Memorandum of understanding between University of Florida, Shands Teaching Hospital and Clinics, Inc. and H. Lee Moffitt Cancer Center and Research Institute, Inc.
Physical Description: Book
Language: English
Creator: UF Board of Trustees
Publisher: UF Board of Trustees
Place of Publication: Gainesville, Fla.
Publication Date: 2008
 Record Information
Bibliographic ID: UF00090027
Volume ID: VID00001
Source Institution: University of Florida
Holding Location: University of Florida
Rights Management: All rights reserved by the source institution and holding location.


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This Memorandum of Understanding (the "MOU") is made and entered into this 23rd
day of January, 2008 (the "Effective Date"), by and between H. Lee Moffitt Cancer Center and
Research Institute, Inc., a Florida not-for-profit corporation organized pursuant to Section
1004.43, Florida Statutes, having an address at 12902 Magnolia Drive, Tampa, Florida 33612,
("Moffitt") and Shands Teaching Hospital and Clinics, Inc., a Florida not-for-profit corporation,
having an address at 1600 SW Archer Road, Gainesville, Florida 32608 ("Shands"), and
University of Florida Board of Trustees, a public body corporate, established pursuant to Section
1004.41, Florida Statutes, having an address at 1600 SW Archer Road, Gainesville, Florida
32610 ("UF"), collectively, ("Parties"), and shall govern the discussions and negotiations of
potential clinical and research collaborative ventures (hereinafter, the "Stated Purpose")
contemplated by this MOU.

In consideration of the promises and agreements contained herein, the Parties agree as

1.1 UF is a legislatively created university within the State University System of
Florida and is a multi-campus, comprehensive, research university strongly
committed to the balanced pursuit of excellence in teaching, research and useful
public service. The College of Medicine is a college within UF's J. Hillis Miller
Health Sciences Center ("HSC") with a mission to promote health through the
ethical, innovative and efficient discovery and dissemination of knowledge and to
foster excellence in the life-long endeavors of education, research activity, and
compassionate patient care relevant to the improvement of the health of the
community. UF is an instrumentality of the State of Florida.

1.2 Shands is a Florida not for profit corporation that serves as the parent corporation
of the Shands HealthCare system. Shands operates Shands at the University of
Florida and numerous other hospitals and related health care facilities, and is
affiliated with the University of Florida. Shands' mission is to provide excellent
patient care, collaborate in improving community health, and support education
and research in the health sciences.

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1.3 Moffitt was created by the Florida Legislature and incorporated in 1984 as a
Florida not-for-profit corporation, dedicated to the mission of contributing to the
prevention and cure of cancer. In pursuit of this mission, Moffitt strives to be the
leader in scientific discovery and translation to improved cancer care. Moffitt's
cancer-related research activities are primarily in the areas of basic science,
prevention and control, translational science, pre-clinical and clinical
investigations. In addition, Moffitt is recognized as a world-class cancer
treatment facility. Moffitt is deemed by the Florida Legislature to provide a
statewide function and to be acting as an instrumentality of the State of Florida.
In order to meet its legislative mandate, Moffitt must, among other things, foster
and refine an interdisciplinary approach to patient care and research.


Long-Term Collaboration, Definitive Agreement and Other Agreements.

UF, Shands and Moffitt desire to affirm and memorialize their plans to (i) explore, negotiate
and enter into a clinical and scientific collaboration to be memorialized in a definitive
agreement (the "Definitive Agreement") and (ii) execute certain other agreements and
actions for the purpose of supporting, enhancing and nurturing the Parties' long-term,
collaborative relationship and related activities.

The Parties agree that their designated representatives shall promptly pursue cooperative
planning discussions and negotiations to develop the Definitive Agreement and other
appropriate agreements and actions to accomplish the objectives, tenets and plans set forth in
the attached Guiding Principles. It is anticipated that the Definitive Agreement will be
completed and signed by all Parties on or before July 1, 2008.


3.1 No Financial Obligations. The Parties will each bear their own costs and
expenses for their respective activities in connection with the development and
execution of this MOU and Definitive Agreement, including, without limitation,
the fees and disbursements of their respective attorneys, accountants, advisors,
agents and other representatives incidental to the negotiation and performance of
this MOU and Definitive Agreement, regardless of whether the contemplated
Definitive Agreement between the Parties is consummated.

3.2 Term; Termination; Assignment. This MOU shall have a term of one hundred
and eighty (180) days commencing on the Effective Date, and shall not be
renewed or extended except by written instrument signed by the authorized
representatives of the Parties. Any Party may terminate this MOU and
discussions hereunder at any time, without cause and without any liability to the
other Parties by giving written notice of termination to the other Parties. No Party
may assign its rights or responsibilities hereunder without the written approval of
the other Parties. This MOU shall terminate at the end of its stated term or upon
the Parties' execution of the Definitive Agreement and other agreements and
actions contemplated hereby.

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3.3 Governing Law. This MOU shall be governed by and construed in accordance
with the laws of the state of Florida.

3.4 No Third Party Beneficiaries. None of the provisions of this MOU are intended
by the Parties, nor shall they be deemed to confer any right or benefit on any
person or entity not a Party to this MOU.

3.5 Notices. Any notice required or permitted under this MOU shall be in writing
and shall be mailed by certified or registered mail, return receipt requested,
postage prepaid or delivered by hand or recognized courier service to the Parties
at the following addresses:

To UF:

With Copy to:

To Shands:

With Copy to:

To Moffitt:

With Copy to:

Dean, UF College of Medicine
1600 SW Archer Road, Room M-110
P.O. Box 100215
Gainesville, FL 32610-0215

Office of General Counsel
Health Sciences Center Office
1600 SW Archer Road, Room M- 102
P.O. Box 100215
Gainesville, FL 32610-0215

Chief Executive Officer
Shands Teaching Hospital & Clinics, Inc.
1600 Archer Road
Gainesville, FL 32608

Office of the General Counsel
Shands Teaching Hospital & Clinics, Inc.
1600 Archer Road
Gainesville, FL 32608

Chief Executive Officer
H. Lee Moffitt Cancer Center and
Research Institute, Inc.
12902 Magnolia Drive, SRB-CEO
Tampa, Florida 33612

Office of General Counsel
H. Lee Moffitt Cancer Center and
Research Institute, Inc.
12902 Magnolia Drive, SRB-OGC
Tampa, Florida 33612

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Any such notice or other communication shall be deemed to have been received on the fifth day
after it is mailed as aforesaid, or on the day it is hand delivered or delivered by a recognized
courier service as aforesaid.

3.6 Changes in Law. In the event any applicable law, rule, regulation, policy,
official interpretation thereof, or official guidance thereon is modified,
implemented, or scheduled to be implemented so that any material provision of
this MOU or the Definitive Agreement contemplated hereby is no longer in
compliance therewith, (a "Change in Law"), the Parties agree to negotiate in good
faith to restructure this MOU in compliance with the Change in Law and
consistent with the intent of the Parties. If the Parties are unable to agree to new
or modified terms within a reasonable period of time, either Party may, at its
option, terminate this MOU.

3.7 Integration; Amendments; Publicity. This MOU supersedes all prior
communications and negotiations between or among the Parties relating to the
subject matter hereof, and constitutes the entire agreement of the Parties relating
to the subject matter of this MOU. This MOU may only be modified through
subsequent written agreement of the Parties. No oral statement, promise,
representation or alleged change of any kind to this MOU shall be effective to
modify the terms of this MOU unless such statement, promise, representation or
change has been reduced to writing and signed by the authorized representatives
of the Parties. Any public and/or press/media statements made by any Party
regarding the subject matter of this MOU shall be jointly developed and mutually
approved by the Parties.

3.8 Confidentiality.

3.8.1 "Confidential Information" means any and all information provided by or
which will be provided or disclosed (whether or not purposely) by the
disclosing party to the receiving party, including, but not limited to
business information, organization information, valuation information,
know-how, scientific information, research information, chemical
structures, patents and patent applications, works of authorship,
inventions, processes, specifications and engineering materials,
proprietary technologies, economic information, business or research
strategies, trade secrets and material embodiments thereof, furnished by or
on behalf of such party which would reasonably be considered to be
proprietary or confidential, or that is marked "confidential." If
Confidential Information is provided in oral, visual or non-tangible form,
then the disclosing party shall within thirty (30) days thereafter,
summarize such Confidential Information in writing to receiving party,
with a marking indicating its confidential nature. Confidential
Information does not include any portion of such information, which is
shown by competent evidence:

Page 4 of 4

(a) to have been known to the receiving party, as evidenced by the
receiving party's contemporaneous written or electronic records, before
receipt thereof under this MOU;

(b) to have been disclosed to the receiving party by a third person who
has a right to make such disclosure;

(c) to have become generally known to the public through no fault of
the receiving party, including, without limitation, any acts or omissions of
the receiving party not in violation of this MOU or is published in
accordance with this MOU; or

(d) which is independently developed by the receiving party without
the use of the disclosing party's Confidential Information.

3.8.2 Each Party hereby agrees (i) not to use any Confidential Information of
another Party except for the Stated Purpose; (ii) not to use any
Confidential Information to reverse engineer or design around another
Party's proprietary projects and products; (iii) to safeguard the
Confidential Information of another Party against disclosure to others with
the same degree of care as it exercises with its own confidential
information of a similar nature but not less than a reasonable degree of
care; and (iv) not to disclose Confidential Information of another Party to
third parties without the express prior written permission of the disclosing
party, except that the Party receiving Confidential Information hereunder
shall not be prevented from disclosing Confidential Information:

(a) for which the disclosing party has given prior written approval for
release; or

(b) to the extent required by law, rule, regulation or bona fide legal
process, provided that the receiving party takes all legally permissible
reasonable steps to restrict and maintain confidentiality of such disclosure
and, to the extent permitted by law, provides prior written notice to the
disclosing party.

3.8.3 The obligations of the Parties under this subsection 3.8 shall survive
termination or expiration of this MOU and shall continue in full force and
effect for five (5) years after the disclosure of any Confidential
3.8.4 If the disclosing party notifies the receiving party at any time during the
term of this MOU that the receiving party has breached its duties or
obligations under this subsection 3.8, or upon the expiration of this MOU,
then the receiving party shall, upon ten (10) days notice to do so from the
disclosing party, return or destroy (at the disclosing party's sole
discretion) the disclosing party's Confidential Information and shall
immediately delete all references thereto stored electronically. The term
"document" is used in its broadest sense and includes electronic
information in the form of discs, tapes, etc. The receiving party may
Page 5 of 5

retain one copy of the disclosing party's Confidential Information so that
any continuing obligations hereunder can be determined.

3.8.5 It is further agreed that the furnishing of Confidential Information by each
Party to another Party hereunder shall not constitute any grant, option,
license or transfer of any other right in, to, or under any patent or any
other intellectual property rights now or hereinafter held by the Parties.


No Party shall use the name, logo, or other trademarks or service marks of another Party
for any marketing or promotional purpose without the prior written consent of the Party whose
name, logo, trademark or service mark is to be used.

IN WITNESS WHEREOF, the Parties have duly executed this MOU on the Effective
Date set forth above.

University of Florida Board of Trustees

Print Name:

Shands Teaching Hospital and Clinics, Inc.

Print Name:

H. Lee Moffitt Cancer Center and Research Institute, Inc.

Print Name:

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