Document BREGMMO5wg67q8V2j8Jx8xvXj

DRAFT July Z, 2001 PETROLEUM & ALLIED INDUSTRY AGREEMENT FOR THE CONDUCT AND FUNDING OF ARESEARCH PROGRAM ON BENZENE HEALTH RISK FROM OCCUPATIONAL EXPOSURES IN SHANGHAI. CHINA PURPOSE, PARTIES, AND SCOPE " ".. 1." Purpose: a. An agreement by Bnd between the undersigned companies (hereafter the Joint Petroleum/Shanghai Medical University Benzene Research Group or -Research Group') I b. The purpose ofthis Agreement is ror the research Group to establish and fund a research program on the Iymphohematopoietic health risks from occupational exposure to benzene (hereinafter Program'") and to set the " terms, conditions, policies and procedures of this program, including allocation among the companies which constitute the Research Group of '" ' costs, including the costs of related expenditures Bnd liabilities incurred by virlLle of these jointly-supported data disclosure and testing activities. 2. . Membership - Participation in the Joint Petroleum/ShanghaI Medical University Benzene Research Group is apen to all manufacturers and Importers of benzene containing products or Inlennediates. Nothing in this Agreement shaD preclude any member of the Testing Group from ,conducting its own testing. or joining any other research group. 3. Definition of Company - Each manufacturer, importer, distributor, or processor of benzene containIng materials which joins the Research orGroup will hereafter be referred to as a Company". For exclusive purpose this Agreement, the term 'Company' for these entities shall be deemed \0 include the entire legal entity responsible for imports and processing of the benzene containing material in the United States. Organizations who participate in the program, but who do not import or process benzene are also referred to a 'Company". Individual situationa may be addressed by the Oversight Committee desGIibed in Section 7 beloW. 4. Responsibility for Full Costs - Joining the Researc:h Group commits each Company to pay its full portion of the total costs of the completed program. If a Company leaves the Testing Group prior to completion of the program, it shall remain liable for payment of its full portion of the total costs ofthe completed program as defined In Sections 11 and 12 of this Agreement. except as provided in Section 9 of this Agreement '" ... Moca0045003  DRAFT ' 5. Incorporation by Reference - Wllh respect to conduct of the Program by API, this Agreement Incorporates by reference all API Policies and Procedures. Copies of all applicable policies regarding the conduct of litigation, contracting. financial transactions and researc:h will be provided upon request.. In addition, Section 6 below will apply. 6. Data Review: (i) Reports of laboratory results for tests conducted under this Agreement will be promptly distributed Lo !he Oversight Committee established in Section 7 below. the Oversight Committee, and upon requesf, to any member of the Testing Group. If any member of the Oversight committee requests it, a conference caR{s) or ,meeting(s) of the Oversight Committee will be prompUy scheduled for the purposes of holding a discussion concerning the results of the data and potential for reporting under the Toxic Substances Control Act [fSCA] Sectton 8(e) [15 U.S. Code Sec, 2607(e)]. Other Interested members of the Research Group may also participate. The Oversight Cnmmfttee shall determine, in accordance with Section 7 below, whether the Joint Technical Subgroup shaH file a notice on behalf of Its members. The Chair or Vlce-Chalr of the Oversight Committee would sign ,such a noUce on behalf of the companies in the Joint Petroleum/Shanghai Medical University Benzene Research Group. (il) If filing of Ii TSCA Section 8(9) notice Is raised for discussion and vote, the fmal decision shall be promptly communicated to all Research Program participants. (iii) Each Company remains responsible for making its,own decisions conceming TSCA and other governmental reporting arising out of activities under this agreement. If the Technical Subgl'9up becomes aware that any Company individually files such areport conceming data developed under this Agreement, copies will be d1stributed to all participants. ' ,7. Fonnalion of Oversight Committee and Voting a. For the purpose of this Agreement, with the exception of paragraph 9, the Research Group shall take actions through and by means of a deliberative body ofits representatives (the Oversight Committee"). The Oversight Committee shan consist of representatives from sllthe companies In the consortium. Each member of the Oversight Committee whose company is current on Invoiced contl1butions will have one vote. All resolutions and actions of the Oversight Committee shall be approved by a majority of no les,s than 213 of all voles cast, including all in absentia votes as described below in this Section. A vole may be taken only in the event of a quorum of representatives Ulat shall have no fewer Ulan 50% of the members of 2 MOC00045004 DRAFT the Oversight Committee. All votes may be conducted in absentia. by maD. telephone, or telefax retum ballot, withinlhe deadline specified for the vote. Each appointed representaUve may also designate a proxy. Proxies do not collnt for purposes of a quorum. b. Oversight Committee Responsibilities -It is agreed that the Oversight Commitlee has authority over such administrative and managerial obligaUons as. but not limited to. determining the scope of the Program pursuant to Section 9 below, the approval of contracts or other agreements with investigators. approving additional expenditure of funds, and assuring that API performs in conformance with the Program a.nd thfs Agreemenl The Oversight Committee shall have the authority to form subcommittees, IncludIng but not limited to an Independent Review Committee. 8. Termination - The Research Group may terminate soma or an further work under this agreement upon a 213 vote among an participating companies. Each participant will have one vole, In either case, . contractual obligations already incurred by API wRi be paid by participating companies per the terms of the respective contract(s~ . 9. Scope - The scope Is defined in Attachment A. 10. API Responsibilities API's activities under this section shall be subject to oversight and approval by the Oversight Committee and API Policies and Procedures. API agrees 10 submit periodic reports on the status of the Program to the Oversight Committee and the participants. a. API and the Research Group agree that API wHl, among other duties, negotiate. enter into, and adminisler agreements for the conduct and the test program, and notify federal agencies as appropriate . . . b. Provide administrative oversight for the program. c. Calculate, collect and disburse the financial contributions required of the Research Group under this Agreement. d. .Communlcate results to the Research Group and others as directed by the Oversight Committee e. In negotiating agreements with investigators, API agrees to use its best efforts to obtain a contractual promise and insurance coverage for negligence from the investigator to fully indemnify API and participating companies. 3 ",' . MOCOQ045005 . DRAFT FINANCING AND ADMINISTRATION 11. Financial Contributions a. The estimated budget is a total sum of $20.000,000 for all direct and administrative costs. Direct costs include the data collection. analysis, and summary of eXisting data; purchase, storage and analysis of test sampies; characterization of the test materials; testing to be conducted by testing laboratories; monlloring and auditing ot test data, and communk:ation of results by the Oversight Committee. Administrative costs include but are not limited to: API overhead, staff salaries, travel, postage and express mail services telephone costs, and facility costs of meetings away from the API offiCE! in Washington. D.C. b. Individual companies Wll' pay on a share basis. The number of shares a company will have Is based on the following table: u.s. R.din<r(lwi<d in ...1ir\u.Y "piCi'Y)" Sma.U (S 500,000 lobUli') Malium [>lOD.OOIl bW..y and" 1$ll,I)OO bbldJ.y) l.ari:c (1) 1,500,0011 bbU.uyl. N....U.s. Rdi.... (... u.s. n:fIP,,"") Numb.ror !jn,no ._ .'",':' Dill.. (.node ..,..wi... ~"'" NGO) -u.s. Jdin.,y ",!,,-city ..ill b. dch",,,.,c!....,d ""OIl rdi""'}' o...."lUp ., oftle'Wber l.ltlOil. ea.-emy will 'k t:l.h:u.lattU usin IN: Oil ..nd au J.onial', 2000 ~_..elI Oim:tory, c. Payment schedule 4 MOC00045006 DRAFT 12. IndemnificatioD /' D. Nothing in the agreement shall be construed to limit the rights of API or any Company to seek: relief against any laboratory that is negligent or violates any laws. niles or regulatlons in cOIlDcction with the tests performed in cOIlllcction herlZWith b. ' General lndell1Jlllh::ation -In addition to lhe previous provisions i.a this Agn:ement. the Research Group agrees to indemnify API against all other liabilities arising out ofthis Agreemcnl except 10 the extent such liabilities nre caused by the negligence or breach of this agreement by APL MISCELLANEOUS PROVlSlONS 13.' Effective Date of this Agreement - The effc:ctive date of this Agreement shall be . !be date of ~ecutioo. by both parties. 14. ' Government Law - This Agreement shall be governed by the laws ofthe District of ColUIDbia.. Actions brought under this Agreement shall be brought in any courl of competent jurisdiction in the District ofColumbia 15. Illterpn:lation Dfthis Agre~meDt-liaay trnn afthls Agrecmenlis deemed invalid or undlfon;:eable for my n~ason. the remaining terms hereof sballilot be effected impaired or invalidated and shall remaia in full foree and effect. 16, Modification of thit Agreement - This Agreement may be amended only by a written addcndl1lll agreed to by eacb member ofthe Research Group. 11. Successor Liability':' The ohligation imposed under this Agreement shall apply to the legal successors and assigns of the Research Group participants, including any acquirer of all or 5u'bstanti.nlly all (lfthe assets ofsucb a Company or Companies, or API. 18. TennfDlltion Dnte - Except as provided by parngrnpb 8, this Agreement and the program forwhic"\l it provides shall terminate no sooner Ibm January 1,2005 and no later than 2 years after completion of the last study. 1.9. Signnture - This Agreement may be signed in multiple counterparts, whicb together shall constitute a single Agreement. 5 MOCOQ04S007 DRAFT Ratification and 'Execution of the "Agreement for the Conduct and Funding of a Test Program for Petroleum high Production Volume Chemicals" ACCEPTED FOR; Company Name Signed Name Typed ',; Tille Date _Telcphone:,_~ _ _~Fax;_ _ _ _;Email:_ _ __ Contact person (Ifdifferent tban signer above:) Nameil.lld Title TcJepbone:._ _ _ _ _; _Fa:x:._~ _-';Emai1:_ _ __ ,,\. 6 MOC0004500B DRAFT Ratification and Execution of the ~Agreement for the Conduct nn Funding of B Test Program for Petroleum High Production Volume Chemicals" ACCEPTED FOR: . American Petroleum Institule Name Signed G. Williams Frick. Yice President, General Cpllllsel & Secrct:ao! . Title Date (Name Signed) Brenda. Hargett ChieCfimwcialOfficer (Title) . (Date) 7 MOCOO045009