# TECHNOLOGY TRANSFER AGREEMENT
## Date and parties
Effective date: 3 October 2028
This agreement is made between West Mercia University, a higher education corporation established under the law of England and Wales, whose technology-transfer office is at Innovation House, King Street, Worcester WR1 2AA, email licensing@westmercia.example.test, called the University, and CardioWeave Devices Limited, company number 14320876, registered office at 2 Edison Park, Coventry CV4 7EZ, email contracts@cardioweave.example.test, called the Licensee. The University and Licensee are each a party. The University's named contract manager is Dr Helena Miriam Price, reachable at helena.price@westmercia.example.test. The Licensee's named contract manager is Lydia Noor Ahmed, reachable at lydia.ahmed@cardioweave.example.test.
For this agreement, Business Day means a day other than a Saturday, Sunday or bank holiday in England and Wales on which banks in London are open for business.
The University owns or controls the technology known as WeavePulse, a flexible sensor and signal-processing system intended to monitor post-operative cardiac recovery. The technology is described in Schedule 1. This is a commercial licence and technology-transfer agreement, not an approval to diagnose or treat a patient, a clinical-trial approval or a guarantee of patent grant.
## 1. Grant
Subject to payment and compliance, the University grants the Licensee an exclusive, royalty-bearing licence under the Licensed Rights to develop, make, have made, use, offer, sell, import and distribute Licensed Products in the Field in the Territory during the Term. The Field is non-invasive monitoring of adult patients in hospitals and clinics. The Territory is the United Kingdom, Ireland, France, Germany, Spain, Italy, the Netherlands, Belgium and Sweden.
The licence is exclusive against the University and its future licensees in the Field and Territory, but the University may use the technology for teaching, non-commercial academic research, publication, clinical collaboration and grant-funded research. The University may also licence outside the Field and Territory. The Licensee may appoint a contract manufacturer and a distributor in the Territory, remaining responsible for their compliance. No sublicence or assignment is permitted without the University's prior written consent, except an assignment to a group company or purchaser of substantially all the relevant business that assumes this agreement.
## 2. Licensed Rights and delivery
Licensed Rights mean UK patent application GB2619110.4, entitled Flexible Cardiac Recovery Sensor, filed 12 December 2026, its continuations, divisionals, national and foreign counterparts in the Territory, registered design UK8093312 and copyright and know-how in the reference firmware, source code and technical file disclosed in secure repository CW-WP-01. The University warrants that it has authority to grant the rights described, but gives no warranty that a patent will be granted, that a claim is valid, or that a product will not infringe a third party's rights.
Within ten Business Days after receipt of the initial fee, the University will provide the repository, design history summary, laboratory test results, current bill of materials, build instructions, firmware version 2.3.1 and two hours of technical handover. Dr Helena Miriam Price, the University's project lead, will answer reasonable technical questions for 30 days. The Licensee must keep the repository confidential, restrict access to named personnel and keep an access log.
## 3. Fees and royalties
The Licensee will pay an upfront licence fee of £60,000 plus VAT, due within ten Business Days after the Effective Date. It will pay a milestone fee of £40,000 plus VAT on verification of a working engineering prototype, £75,000 plus VAT on submission of a complete UKCA technical file, and £125,000 plus VAT on first commercial sale in the Territory. A milestone is achieved when the Licensee sends the evidence in clause 4 and the University confirms receipt; the University must not unreasonably withhold confirmation of a properly evidenced achievement.
For each Licensed Product sold, leased or supplied for value, the Licensee will pay a royalty of 4 per cent of Net Sales. Net Sales means amounts invoiced and actually received by the Licensee or its sublicensee, excluding VAT, credited returns, documented trade discounts and separately stated freight, but not manufacturing costs, marketing, insurance, commission or bad debt. If a Licensed Product is bundled with another product, Net Sales is allocated by the ratio of the standalone prices; if there is no reliable standalone price, the parties will agree a reasonable allocation based on manufacturing and market evidence.
The annual minimum royalty is £20,000 for each calendar year beginning in 2031, creditable against royalties already paid in that year. The minimum is reduced pro rata for the first and last partial years and is suspended while the Licensee cannot lawfully sell because the University has materially failed to supply a required patent document or has breached exclusivity. A royalty report and payment are due 45 days after each calendar quarter, stating units, customer country, Net Sales, deductions, rate and amount. Late sums bear interest at 4 per cent above the Bank of England base rate, subject to any mandatory limit.
## 4. Development milestones
The Licensee will use commercially reasonable efforts to achieve: a bench prototype by 31 March 2029; a usability and electrical-safety test report by 30 September 2029; UKCA technical-file submission by 30 June 2030; and first commercial sale by 31 March 2031. It will send the University a written report within 20 Business Days after each milestone, describing tests, failures, corrective actions and next steps. The University may review progress twice each year on ten Business Days' notice.
Failure to meet a milestone is not automatically a breach if caused by a documented regulatory delay, unavailable component, force majeure or University delay and the Licensee has notified the University within ten Business Days. Otherwise, if a milestone is more than 90 days late, the University may give 30 days' notice requiring a recovery plan. If the plan is not followed, the University may convert exclusivity to non-exclusive status or terminate, but must account for paid fees and may not take that step while a genuine dispute is before an expert.
## 5. Improvements and publications
Each party owns improvements made solely by it. Joint improvements are owned jointly in equal shares. Within 30 days after either party gives written notice describing a joint improvement, the parties must meet and agree its filing, prosecution, licensing, exploitation and enforcement plan. If they do not agree within that 30-day period, the University will manage patent filing and prosecution, after consulting the Licensee, and must file any priority application within 90 days after the notice unless both parties agree a later date. Each party pays 50 per cent of documented prosecution costs; if a party does not pay its share within 15 Business Days after an invoice, the other may pay it and recover that amount from the defaulting party.
For a joint improvement, the Licensee has an exclusive option, exercisable within 60 days after disclosure, to take an exclusive commercial licence in the Field and Territory on terms consistent with this agreement. If the Licensee does not exercise that option, the parties may license the joint improvement to a third party by mutual written agreement. Each party has a perpetual, worldwide, royalty-free licence to use a joint improvement for teaching or non-commercial academic research. The Licensee grants the University a perpetual, royalty-free licence to use Licensee-owned improvements for teaching and non-commercial academic research, and the University grants the Licensee a perpetual, royalty-free licence to use University-owned improvements that are necessary for a Licensed Product.
The parties will jointly decide whether to enforce a joint improvement right after a written infringement notice. If they do not agree within 30 days after that notice, either party may bring proceedings in its own name after giving the other 10 Business Days' notice, joining the other where required, and bearing its own costs subject to recovery. Net damages, settlements and licence proceeds from enforcement or exploitation, after reasonable external costs and tax, are divided equally. These default rules apply unless the parties sign a different joint-improvement agreement within the 30-day period.
The University may publish academic results after giving the Licensee 30 days to identify confidential information or patentable subject matter. The Licensee may request one extension of up to 60 days for a patent filing. The University will not remove legitimate academic authorship or alter results. Neither party may publish identifiable patient data, and all human data must be handled under the approved consent, ethics and data-protection arrangements.
## 6. Regulatory, quality and safety responsibilities
The Licensee is responsible for product design, validation, quality management, clinical and post-market obligations, UKCA or CE marking, vigilance, field safety notices, recalls and communications with regulators. It must maintain a quality system appropriate for medical devices and retain the technical file for the period required by law. It must not represent that the University has approved a commercial use or that the University provides medical advice.
The Licensee must notify the University within two Business Days of a serious adverse event, regulator notice, product recall, safety signal or allegation that a Licensed Product has caused harm. It will cooperate in a recall and bear costs caused by its manufacture, instructions, distribution or breach. The University will promptly notify the Licensee of an allegation that the Licensed Rights are challenged and will not knowingly grant a conflicting Field licence during the exclusivity period.
## 7. Audit and records
The Licensee must keep complete royalty records for seven years after each report. The University may audit once in any 12-month period through an independent accountant bound by confidentiality, on 15 Business Days' notice, during normal hours. If an audit finds an underpayment of more than 5 per cent for a quarter, the Licensee pays the shortfall, reasonable audit cost and interest; otherwise the University pays the accountant's cost. An audit does not permit access to unrelated personal data or legally privileged material.
## 8. Confidentiality and data
Confidential Information includes source code, unpublished patent material, pricing, test results and business plans. The receiving party may use it only for this agreement and may disclose it to personnel and advisers with a need to know, or where law requires disclosure after giving lawful notice. The duty lasts five years after termination, while trade secrets remain protected for so long as they remain trade secrets. Each party will apply appropriate technical and organisational measures to personal data and will sign a separate data-processing agreement if its processing role requires one.
## 9. Liability and indemnity
Neither party excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or liability that cannot lawfully be excluded. Subject to that, neither party is liable for indirect loss, loss of opportunity or loss of anticipated profit. The University's aggregate liability is capped at £250,000. The Licensee's aggregate liability is capped at £2,000,000, except for unpaid fees, misuse of Licensed Rights, confidentiality breach, data breach, its regulatory obligations, indemnified third-party claims and deliberate misconduct.
The Licensee indemnifies the University for third-party claims, recall costs and regulatory penalties arising from a Licensed Product, its manufacture, sale, instructions, breach or negligence, except to the extent caused by the University's fraud or unauthorised modification. The University will give prompt notice, reasonable cooperation and control of any claim for which it seeks an indemnity, and will not settle admitting the Licensee's liability without consent.
## 10. Export controls and sanctions
Each party must comply with UK export-control, sanctions, customs and anti-bribery laws. The Licensee must obtain licences before exporting source code, sensors, technical assistance or products, screen counterparties and not supply a prohibited destination or person. The University may suspend delivery where it reasonably believes an export would breach law. A suspension is not a breach if promptly explained and lifted when lawful.
## 11. Termination and effect
The Term starts on the Effective Date and ends on the later of 31 December 2046 or expiry of the last Licensed Right, unless terminated earlier. Either party may terminate for a material breach not remedied within 30 days after notice, insolvency, or an unlawful use that is not stopped within ten Business Days. The University may terminate for unpaid fees after giving ten Business Days' notice. The Licensee may terminate without cause on 90 days' notice after paying accrued fees.
On termination, the licence and sublicences end, except that bona fide customer products already sold may be supported for 12 months and existing warranty duties continue. The Licensee must stop making new products, return or destroy confidential source material, provide a final royalty report and pay all accrued amounts. The University may retain one archival copy for legal compliance. Clauses on payment, confidentiality, audit, liability, export compliance, dispute resolution and accrued rights survive.
## 12. Notices and dispute resolution
A notice must be in writing and sent by hand, pre-paid recorded post or email to the stated addresses, with a copy to the recipient's named contract manager at the email address in clause 1. Hand delivery is effective when left between 9.00 am and 5.00 pm on a Business Day. Recorded post is effective at 9.00 am on the second Business Day after posting. Email is effective when sent before 5.00 pm if no delivery failure message is received, and at 9.00 am on the next Business Day if sent later. Email is an agreed valid notice method and is not merely a copy. A technical milestone report is not a notice of breach unless it expressly says so.
The parties will escalate a dispute to Professor Malcolm Ivor Reed, the University's Pro-Vice-Chancellor, and Lydia Noor Ahmed, the Licensee's chief executive, for a meeting within ten Business Days. A technical or royalty dispute not resolved in 20 Business Days will be referred to an independent expert agreed by the parties or appointed by the President of the Chartered Institute of Patent Attorneys. The expert acts as expert, not arbitrator, and costs are shared equally. The agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.
## Schedule 1: technology description
WeavePulse consists of a flexible printed sensor strip, reusable reader, calibration firmware and source-code libraries that filter motion artefacts from a pulse waveform. The University laboratory prototype recorded pulse-rate data at 50 hertz in tests dated 7 July 2028. That result is historical research data, not a performance warranty. The repository contains firmware version 2.3.1, calibration file CW-17, build note BN-44 and test report WMU-CARD-88. The Licensee must independently validate every parameter before human use.
## Signatures
Signed for West Mercia University by Professor Malcolm Ivor Reed:
Signature: __________________________
Role: Pro-Vice-Chancellor for Research
Date: 3 October 2028
Witness signature: __________________________
Witness name: Bethan Carys Morgan
Witness address: 6 College Green, Worcester WR2 6AJ
Witness occupation: University solicitor
Signed for CardioWeave Devices Limited by Lydia Noor Ahmed, Director:
Signature: __________________________
Date: 3 October 2028
Witness signature: __________________________
Witness name: Oliver James Wren
Witness address: 27 Earlsdon Avenue, Coventry CV5 6DH
Witness occupation: Patent attorney