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Between:

The SÃO PAULO RESEARCH FOUNDATION, established by Law nº 5.918, of October 18th, 1960, with headquarters at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, enrolled in CNPJ/MF under nº 43.828.151/0001-45, herein represented according to Article 11, “a” of Law nº 5.918, combined with its General Rule approved by Decree n° 40.132, of May 23, 1962, represented by its President, Professor Marco Antonio Zago, in the exercise of the powers delegated by the Act of the Governor of the State of São Paulo, published in the Official Gazette of the State of September 29 th, 2018, hereinafter referred to as FAPESP;

And

The Institut National de la Sante et de la Recherche Medicale (The French National Institute for Health and Medical Research), having its registered office at 101 rue de Tolbiac, 75013 Paris, France, represented by its President and CEO Prof. Didier Samuel and referred to hereinafter as Inserm,

In the presence of:

The ANRS | Maladies Infectieuses Emergentes (ANRS|MIE), an autonomous agency within the Institut national de la santé et de la recherche médicale (Inserm), having its registered office at 2 rue d’Oradour sur Glane, 75015 Paris, France, represented by its Director Pr. Yazdan YAZDANPANAH , hereinafter referred to as ANRS-MIE.

Hereinafter collectively/individually referred to as “Parties”/ “Party”:

Considering the importance of supporting research on HIV/AIDS, Tuberculosis, viral hepatitis, Sexually Transmitted Diseases and emerging and re-emerging infectious diseases as well as research in the field of immunology, neurosciences, genetics and chronic diseases, and enabling actors in society to be involved,

Considering the importance of promoting cooperation in scientific research between Inserm / ANRS-MIE, France, and the state of São Paulo, Brazil,

Wishing to strengthen this cooperation and the links between both French and Brazilian scientific communities, on the basis of equality and mutual benefit,

Wishing to promote collaborative initiatives in the areas of Life Sciences and Health research, agree as follows:

Article 1- Purpose

The purpose of this MoU is to facilitate collaboration between the Parties hereto, to establish the arrangements necessary to ensure effective cooperation between the Parties in research areas of mutual concern, namely:

• HIV/AIDS
• Viral hepatitis
• Sexually transmitted infections
• Tuberculosis
• Emerging and re-emerging infectious diseases (emerging respiratory diseases including COVID-19, viral hemorrhagic fevers, arboviruses)
• Immunology
• Neurosciences
• Genetics
• Chronic diseases
• Cancer

Article 2- Methods of Collaboration

The Parties will promote such collaboration, observing their international obligations and domestic laws and other existing regulations through common actions related to areas of mutual concern mentioned in article 1, such as:

1. Conception, and implementation of joint research projects on issues of mutual concern, as well as the valorization of their results and transfer of knowledge, including through joint international call for proposals;

2. Organization of scientific seminars, workshops, symposia and other scientific meetings of mutual interest, to promote the scientific research on areas of mutual concern;

3. Provision of technical and scientific expertise on considered subjects on the occasion of strategic and/scientific meetings and events organized by the Parties.

Article 3 - Implementation

The Parties agree to set up a Joint Steering Committee whose role will be to facilitate the implementation of collaborative actions. This Joint Steering Committee will convene regularly (at least once year), in particular to identify and evaluate the scientific areas of mutual interest, research actions to be implemented and their related budgetary estimates, or any cooperative action that would fall within the framework of Article 2.

To promote a better dissemination and valorization of the results of the research, the Parties agree to invite to this Joint Steering Committee French and Brazilian actors already involved in the Franco-Brazilian partnership on the areas mentioned in Article 1.

The Joint Steering Committee will be composed 7 members (including the Parties) relevant to the scientific partnership between Brazil and France on areas mentioned in article 1; their representatives are as follows :

• 1 representative of FAPESP;
• 1 representative of ANRS-MIE;
• 1 representative of Inserm;
• 1 representative of the Ministry of Science, Technology and Innovation of the State of São Paulo;
• 1 Brazilian researcher specialized in one or several areas of mutual concern;
• 1 French researcher specialized in one or several areas of mutual concern;
• 1 representative of the French Embassy in Brazil;

The parties may choose to invite to the Joint Steering Committee meetings any expert, representative of a state or federal institution, competent in the areas mentioned in Article 1.

Any cooperation action will be implemented within the framework defined in article 2 according to national legislation in each country of the Parties and in compliance with their own budget availability.

The Parties shall provide, by means of a specific agreement to each action implemented, for the most appropriate procedures concerning in particular:

• funding terms and conditions;
• terms of joint actions management and follow-up procedures for call for projects (launch, submission, review, selection, etc…).

Article 4 - Funding

The financial participation of the Parties will be defined by the Joint Steering Committee for each joint action through specific agreements, in accordance with national regulations and budgetary availability of the Parties.

Article 5 - Intellectual Property

In the case of joint ownership of Intellectual Property, the relevant parties will in good faith endeavor to establish a joint ownership agreement regarding the allocation and terms of exercising that joint ownership, taking into account the relevant contributions of the Parties.

Article 6 - Confidentiality and publications

As a general rule both Parties agree to handle confidentiality and publications in future cooperative actions and joint research projects as follows:

• The Parties undertake to keep all information communicated and identified as confidential by the other Party strictly confidential for the duration of cooperative activities and joint research projects, and for three years after their completion.
• Publications related to the work carried-out in common within the cooperative actions and joint research projects shall mention, for acknowledgment purposes, in peer-reviewed publications or any other medium of publication: “ This research is product of the project ACRONYM OF THE PROJECT co-funded by the Sao Paulo Research Foundation (FAPESP) and the ANRS Emerging Infectious Diseases (ANRS-MIE) and/or: the French National Institute for Health and Medical Research (Inserm)”

If needed, more detailed conditions related to confidentiality, publications and communication of each joint action may be added through their specific agreements.

Article 7 - Term

This Memorandum of Understanding shall be valid for a period of 3 (three) years from the date of its signing and may be extended by mutual written agreement between the Parties.

Either Party may terminate this Memorandum of Understanding by a six months’ advance written notice.

A Joint Steering Committee meeting will be held to discuss all the consequences should one the Parties cancel the agreement in this way, especially the financial consequences.

Article 8 - Communications

Any notice to be served to either of the Parties by the other shall be made in writing and shall be sent to the following addresses:

FAPESP: Rua Pio XI, 1500 – Alto da Lapa, CEP 05468-901 – São Paulo/SP – Brazil e-mail: dc@fapesp.br , Att.: Scientific Director

INSERM :Département des Partenariats et des Relations extérieures (DPRE),Pôle Relations internationales,101 rue de Tolbiac, 75013 Paris, France. E-mail: international.dpre@inserm.fr

ANRS MIE:Département Stratégie et Partenariats, ANRS-MIE, 2 rue d’Oradour-sur-Glane, 75015 Paris, France – e-mail: sp@anrs.fr

Article 9 - Modifications

This Memorandum of Understanding may be amended by mutual consent of the Parties and made official by Addenda.

Article 10 - Miscellaneous

Each Party covers its own administration costs regarding its contribution to each joint projects, unless otherwise jointly decided.

This Memorandum of Understanding is subject to the availability of the budget of the Parties and the applicable laws and regulations of their respective countries.

The Parties shall maintain the highest ethical and legal standards in funding research under this Memorandum of Understanding.

Artigo 11 - Applicable law – Disputes

For any dispute that may arise between the Parties with regard to the construction or performance of the Memorandum of Understanding, the Parties will first attempt to resolve their differences amicably, before submitting it to any courts, except in case of interlocutory application.

To initiate conciliation, a Party must give notice, in writing to the other Party(ies), requesting conciliation in accordance with this clause. Within thirty (30) days after this notification, the Parties shall try to appoint a single conciliator, but in the absence of agreement, each Party shall appoint one conciliator. The mission assigned to the conciliator(s) by the Parties is to suggest a solution in order to resolve amicably such dispute within sixty (60) days after the notification. For any claims subject to, but not resolved by, the conciliation pursuant to the stipulation hereinbefore defined, the claim will be resolved by litigation in a competent court.

This Memorandum of Understanding is drawn up in English, as the language shall govern all documents, notices, meetings, conciliation proceedings and judicial processes, if any, relative thereto. The French Parties shall ensure that the French translation of this Memorandum of Understanding is in compliance with the original.

Memorandum of Understanding signed in English and French on 29 March 2023.

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