Document ByEdJRpDDkjnK9QdjGRQEzLLX

O 002623 Agreement, 5.0 O' X. AGREEMENT between Manufacturing Chemists'Association, Inc. and University of Louisville Reference Number: VC 5.0 DP/PREV-UL 1, Under this Agreement, the Research Contractor, University of Louisville is referred to as RC and Manufacturing Chemists'Association, Inc. is referred to as MCA. 2. RC will conduct research in accord with Technical Proposal, "Research Techniques and Methods for Detection and Prevention of Carcinogenesis in Industrial Workers", Proposal Titles A, through G., Year 2, a copy of which is attached hereto and made a part hereof. r Cal'-' ,n.a 3. RC will employ the staff, control the personnel, provide the facilities, and have exclusive control over the expenditure of funds provided by MCA under this Agreement. RC is and will be acting as an independent contractor in the performance of this Agreement, and shall be solely responsible for the defense against and payment of any and all claims against MCA for loss, personal injury or death, property damage, or otherwise, made by its employees or agents or by any other person or persons, arising out of or in connec tion with performance under this Agreement or any act or omission in connection there with, unless caused by. or arising out of, MCA's negligence. 4, While MCA commits to full public disclosure of scientific information developed through this project, RC will not publish nor otherwise release such information without prior MCA knowledge and review. This stipulation is not intended to inhibit privileged scienti fic interchange and consultation with other investigators in related fields or with the personnel of organizations participating in support of the project. If patentable discoveries should ensue, these shall be declared in the public domain without any retention of pro prietary interest. 5. OCXKKa!i}0Qe(QQi33OCXKK^)a5eXiXfS^XXXXXXXXXXX56XMOCXK)afiJISCXa4 S. Promptly upon completion of the pro|ect. RC will furnish to MCA one fine copy of its final report on the project, suitable for camera reproduction, and 35 copies. In addition, every four (4) months, RC shall furnish to MCA thirty-five (35) copies of a report giving the status of the ongoing studies. 7. For the purpose of keeping informed, personnel designated by MCA will have access to RC personnel and facilities engaged on the project. 002624 8. MCA emcrs into tins Agreement with the undersljntlinrj tlut the |iro|Ci:t will hoirer'.on- elly directed end supervisee! by carlo H. Tamburro, m.D. If any change in his status should arise that would affect his connection with the proiect. RC agrees to notify MCA in advance, in which event the Agreement becomes subject to renegotiation. 9. In support of this project MCA will provide funds in an amount not to exceed the lesser of actual project costs or S 252,820 payable as follows: For the services performed by RC from March 1, 1978, through February 28, 1979, under this Agreement, payments will be made to RC bimonthly following receipt of an itemized statement detailing expenses incurred against the project during the preceding period, except that pay ment of the last twenty thousand dollars ($20,000.00) of the amount agreed to will be withheld pending receipt and acceptance by MCA of the final report and 35 copies referred to in paragraph 6 of this Agreement. CQ-T7 X T) V *7 n -j- sSteVJ. ui r ,i . ' ` `1 In no event will payments totaling more than $ 232,820 be paid prior to the final payment. All invoices and progress reports will bear the Project Reference Num ber VC 5.0 DP/PREV-UL 10. RC agrees to notify MCA in writing, within thirty (30) days of the effective date of this Agreement or within (30) days of any notification received after execution of this Agreement, of the action of any governmental agency giving notification of disqualification, deficiencies, or warning that there are discrepancies between the observed conditions and regulatory requirements of the performance of RC as a clinical or nonclinical laboratory. CMA 002625 1 ISC This Agreement becomes affective March 1, 1978 and will remam tn effect until completion of the research project which is expected approximatelytwelve (12) months thereafter If unforeseen circumstances should make sooner termination desirable, it may be terminated by MCA on 30 days' written notice to RC. In such event, RC will present to MCA a detailed accounting of Costs, including reasonable and necessary expenses incurred in terminating the project in an appropriate manner, with additional payment by MCA as limited by the provision of paragraph 9. or return of unused funds by RC. as the case may be. consistent with the results of such accounting and the provisions of this Agreement Accepted forUniversity of Louisville Signed. Name Typed. N. F, Elbert Vice President for T itle Financial Affairs Date February 27, 1978 Accepted for: Manufacturing Chemists'Association, Inc. V. < `/ ' - Nome Georcre E, Best Vice President Secretary-Treasurer Date ____ February 23, 1978 OO^626 TPFR2-1277