Document 99vreOLo2GOXRjg8nkXn046kD

Red Cavaney P{E~.id(:rI~ :md (h;..~f F..XJ:'cutive Dr.1c{"t -: liD:'" Sh(::'f1. NV'./ ~/1i'\htn9t{)H. DC 20UOS..'lC'lO U:;iI PhGrlf: 2Ul"682,B (01) ~"X ).!1:;:,68",81 '0 En1a il n~3v;;1 t.f;'y.:~~,;~ p~.(!'r~1 \~....".!.....w .t1P:.(~~9 Aprit 11, 2007 Via E!ectrmJic Mail Richard Irons, PhD, DABT Principallnvestiga.tor, Shanghai Health Study richardjrons@cinpathogen.com Re: The Shanghai Health Study Dear Dr.lrons: ! am writing on behalf of the American Petroleum lnstitute (API) in support of the sdentific and clinical research being conducted in China, the Shanghai Health Study" We appreciate your efforts as a prindpa! investigator for this unique project in Shanghai and look forward to the successful completion of this worthy effort. API has been authorized to provide Cinpathogen, Inc. (Gnpathogen) with $800,000 as an advance on the contract currently being negotiated between Gnpathogen and APl, in order to continue the !a boratory operations of the study as descdbed in your March 18, 2007 proposal while the contract is being deveioped. This advance is contingent upon AP! formaHy receiving acceptance and electronic affirmation from Onpathogen of the folloWing conditions: 1) VIlitnin five calendar days of the receipt of funds, Cinpathogen wi!! provide a detailed itemization of how and over what time period the $800,000 advance payment is to be spent; 2) Within five calendar days of the receipt of funds, Cinpathogen wi!! identify progress mHestones to be achieved in the second quarter, 2007; 3) Within ten calendar days of the receipt of funds, Cinpathogen wm provide API with its business plan and related flnanda! and banking relationships, and other items as needed to best assess the company's viability and any underlying agreements and contracts that Cinpathogen has Established to complete this study, including the agreement between Cinpathogen and Fudan UniverSity; and SH ELL-MCCLU RG-066272 4) Within fourteen calendar days of the receipt offunds, Clnpathogen v"/m delineate deliverab!es and milestones to be utiHzedin the potentia! development of a contract with Cinpathogen to successfully complete the case accrual work by the end of 2007 and the entire study by the end of 2008. These deHverables and milestones should be consistent with the enhanced Quality Assw"ancel Quality Control program and tie back to the partial Cinpatnogen proposals of March 18,2007 and April 5,2007. 80th the laboratory transition task and costs and the post study Costs for the continued publication of study findings should be explicitly recognized by the Cinpathogen response. Authorization and disbursement of any additional monies beyond the initial $800,000 advance is contingent upon successful execution of an agreement between API and Cinpathogen. !fyou agree to the conditions outlined above, please sign belol/v and return this via facsimile to Howard Feldman at 1-202-6828031 or send a sIgned PDF back to Howard at E~tgro.~.n.($.\~pLQLg. The funds will be w~red immediate~)( upon receipt of your signed agreement. Sincerely, ! acknowledge and accept the conditions outlined above. Richard D. lrons Cinpathogen, !nc. _ -- _.... -- - _......- . -...... Date SH ELL-MCCLU RG-066273