Wendy,

As a lawyer, my first reaction to a clause like this would be to
look more closely at the rest of the contract, including
reconsidering the impact of what would otherwise be fairly
innocuous boilerplate clauses.

For example, does the contract provide for progress reports
or preliminary results, and does it contain a 30-60 day
termination for convenience clause?  Anyone who wants
rebuttal rights is likely to decide which way the study is
leaning based on early returns, and if not to their liking
scuttle it by terminating the contract.

I would also look closely at the ownership and access to
data provisions.   Probably anyone who wants rebuttal rights
will want access to the raw data so they can reanalyze them.
This raises a variety of issues.

My second reaction would be to ask whether this is intended
as a warning and a subtle incentive to your researchers not
to produce results that offend the sponsor, and to ask
whether they really want to do that kind of work.

We had a situation recently where a funding source tried to
censor a controversial study.  They argued everything from
publication approval and data rights to national security!
Eventually we agreed that two articles would be
published-ours reporting the laboratory results to the
scientific community and theirs commenting on the public
policy significance to a larger community.

As far as negotiation, I would start by asking what interest
they're trying to advance with the rebuttal clause.  In the
absence of the clause, nothing prevents them from
publishing a rebuttal, so what are they actually after?  If as a
practical matter the clause gives them the right to censor the
results, argue it converts the study into private research and
could adversely affect your tax exemption.

I'd also try to soften the clause so that your obligation is
limited to notifying journals that the funding source would like
the opportunity to rebut, or perhaps undertaking your best
efforts to encourage the journal editors to accept a rebuttal.
I'd also try to get the rebuttal changed to an "opportunity to
comment on the significance of the study."

Good luck!

Jim Simpson
General Counsel
California Public Health Foundation
2001 Addison St.
Berkeley, CA 94704
(510) 644-8200
xxxxxx@publichealth.org