Varian Contracting Guidelines for Negotiating Research Agreements with Institutions

Varian looks forward to working with your Institution to prepare a research agreement. We hope the below-contracting guidelines encourage a smooth negotiating process. We share these guidelines to help our counterparts understand our expectations and to promote an efficient approach to conducting negotiations.

• We use Varian templates for agreements whenever we provide funds or in-kind support for investigator-initiated research.

• We prefer to establish framework agreements whenever possible to reduce the need for preparing multiple agreements with substantially similar terms.

• We expect to work with counterparts in the Institution’s contracting office and/or legal department. Technical personnel on each side (MSLs, PIs, etc.) should not be directly involved in contract negotiations after they have connected the contracting personnel to each other. MSLs and PIs should each ask their own contracting personnel for status updates rather than inquiring with the other side’s contracting department.

• We treat the exchange of drafts with written edits and comments as the primary avenue for advancing negotiations. Live calls or meetings to discuss contracting issues-particularly early in the negotiation process – are avoided. The main reason is that regardless of live discussions, the concepts must still be reduced to writing since the end goal is to produce a written agreement. Articulating issues or questions in writing also ensures better clarity and precision for the negotiating process.

• We may hold a live call if most edits have already been resolved and just a few issues remain that could benefit from a direct conversation. A detailed list of substantive issues must be circulated by the side seeking the call at least three business days in advance to ensure both sides can adequately prepare for the discussion.

• The contracting team in Varian’s Research and Educational Grants group is best suited to handle nearly all written and verbal discussions on research agreements. Lawyers at Varian serve as escalation points for this team and will not join a live call unless lawyers from the Institution are also present.

• We aim for a turnaround time of two weeks to respond to a draft from the Institution. It is often a shorter timeframe for brief or manageable edits. It may be longer if the edits involve substantial volume or complexity, or if internal escalations to Legal or other departments are required. We will seek status updates from our contracting counterparts at the Institution if we have not received a reply draft within roughly the same timelines mentioned here.

• We expect the Institution to provide comments explaining why edits are needed if they significantly depart from our template language. We will not accept wholesale deletions of entire paragraphs/sections or wholesale substitutions of the Institution’s preferred language without a substantive explanation (i.e., something more than “this is against our policy”). The explanations help us understand any underlying concerns and potentially suggest reasonable edits or other mutually agreeable alternatives.

• Research proposals that are approved by Varian’s Grant Review Committee (GRC) cannot be modified by Varian’s contracting team during the subsequent contracting phase. Budgets, overhead rates, and scope of research activities for individual projects are not subject to negotiation. Overhead rates that are negotiated for a framework agreement will apply to all projects governed by that agreement. Any adjustments requested by an Institution would require approval by the GRC and are not at the discretion of Varian’s contracting team.

• We do not engage in discussions or negotiations of contract provisions before the GRC approves a project.

• We do not share our template agreements with an Institution unless the GRC has approved a project or there is another confirmed commitment (e.g., a public tender has been awarded to Varian that involves an allocation of research funds).

• Our agreements are in English; edits, comments, and discussions are exchanged in English.

'