Document QJmrda4oajxG70YBkKBky310o

From: Gingell, Ralph R SCC Sent: Thursday, March 30,20002:20 PM To: Mallett, Anthony AK SC-CHSE-TM; Hill, Patsy PM SCC Cc: Owen, David DE SC-CHSE-DO Subject: FW: BZlShanghai materials Tony: information from Exxon on the proposed China Benzene study; Shell Chemical is invited by API to become part of a consortioum to fund this study. -----Original Message----- From: arschna [SMTP:arschna@erenj.com] Sent: Wednesday, March 29, 2000 7:54 AM To: 'Gingell, Ralph (Shell Chemical)' Cc: 'Beatty, Patrick (Chevron)'; 'Vail, Jim (API consultant)' Subject: BZlShanghai meterials Ralph - as you requested --- attached are some materials regarding the proposed Shanghai studies. The first document was presented by Mike Redemer of Texaco at the IPIECA meeting last month, Pat Beatty wrote it. The second is an updated presentation that I wrote at the conclusion of a study planning meeting last year at EBSI. Subsequently, Gerry Raabe presented it to an IPIECA group. I've modified it slightly to reflect some re-alignment of the projects. Hopefully, this will help you see where we're coming from. Feel free to talk to Pat, me, or Jim if you need anything clarified. Rob A. Robert Schnatter Room LF-252 ExxonMobil Biomedical Sciences, Inc. 1545 Rte 22 East, PO Box 971 Annandale, NJ 08801-0971 908-730-1101 908-730-1192(fax) 732-437.~~702(pager) ~ tj IPIECA_Benzene.doc BZCHINA22500.ppt SHELL-MCCLURG-060051 From: Paula Podhasky[SMTP:podhaskyp@api.org] Sent: Friday, August 25, 20006:23 PM To: Paula Podhasky; 'michael.d.johnston@usa.conoco.com'; 'Glenna.m.kyle@exxon.com'; 'Sobczahj@bp.com'; 'Gkirsch@shellus.com'; 'Kftyson@dow.com'; 'SMFrench@Unocal.com'; 'Eatlee@arco.com'; 'Grproct@ppco.com'; 'Ewiech@cl-Iaw.com'; 'michael.d.johnston@usa.conoco.usa'; 'william.t.flis@exxon.com'; 'drsteup@equiva.com'; 'callaga@texaco.com'; 'dbordvic@tosco.com'; 'j bga@ppco.com'; 'nwjohns@ppco.com'; 'rick.charter@fina.com'; 'gene.schaefers@fina.com'; 'carol_henry@cmahg.com'; 'Beatty, Patrick'; 'arschna@erenj.com'; 'bill.d.broddle@usa.conoco.com'; 'burnetdm@bp.com'; 'carol.a.fairbrother@exxon.com'; 'cclark1 @tosco.com'; 'cmparker@mapllc.com'; 'f- judy.elledge@usa.conoco.com'; 'hwinger@cl-Iaw.com'; 'jdps@chevron.com'; 'Iynn.b.russo@exxon.com'; 'masethwe@bp.com'; 'myron.c.harrison@exxon.com'; 'ottowong@aol.com'; 'pmclegg@shellus.com'; 'podhaskyp@api.com'; 'pwbe@chevron.com'; 'richard.irons@uchsc.com'; 'roythorc@pb.com'; 'rudy-breglia@sunoil.com'; 'suzanne.covello@cmahg.com'; 'twarmst@erenj.com'; Nancy Newkirk; Lorraine Twerdok; George Woodall; 'robert.morris@coastalcorp.com'; 'jbruce@citgo.com'; Susan Hahn Subject: China Benzene: meeting documents File: Agenda 8-31.doc File: Consortium Structure. doc File: Consortium Structure.ppt File: Intro to Ethical Issues. doc File: Draft Ethical Issues. doc File: Examples of Consortium Funding Formulas.doc Attached are additional documents for the Chinese Benzene Epidemiology meeting scheduled for Thursday, August 31 , 2000 at API offices in Washington, D.C. You will receive 2 more electronic documents on Monday; the CIOMS, International Guidelines for Ethical Review of Epidemiology Studies(1991) and a bioethics article from the August 18th edition of Science. I apologize for the multiple mailings but our scanner is not cooperating today! Agenda 8-31.doc Structure. ppt Issues. doc Consortium Structure. doc Consortium Intro to Ethical Issues. doc Draft Ethical Examples of Consortium Funding Formulas.doc Please RSVP to Paula Podhasky at API (podhaskyp@api.org <mailto:podhaskyp@api.org> , (202) 682-8333). SH ELL-MCCLU RG-0600S2 Shanghai Health Study Benzene Health Research Consortium - Business Sponsors Company BP ChevronTexaco ConocoPhillips ExxonMobil Shell Chemical Oversight Committee Don Burnett Patrick Beatty Bill Broddle Brian Doll Patsy Clegg Business Sponsor Ross Pillari Regional President for BP NA Group VP for Western Hemisphere 630-836-5675 Norm Szydlowski Vice President, Refining 925-842-3232 Nancy Sullivan VP Aromatics 713-241-3084 Business Sponsor Contact Person Nancy Corless, Secretary 630-836-5264 (J) I m r r sI : () () r C ;a G) oI (J) o o c..n c..> DRAFT July 2,2001 (It is not just a petroleum company group and we are looking for non-industry participants. ) AGREEMENT FOR THE CONDUCT AND FUNDING OF A RESEARCH PROGRAM ON BENZENE HEALTH RISK FROM OCCUPATIONAL EXPOSURES (on a earlier call, we agreed it is not necessary to reference China) ( on an earlier call, we agreed "Benzene Health Research Program" as the name of the project) PURPOSE, PARTIES, AND SCOPE 1. Purpose: a. An agreement by and between the undersigned companies (hereafter the" Benzene Health Research Program/Shanghai Medical University Benzene Research Group" or "Research Group") b. The purpose of this Agreement is for 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, and policies (sounds too much like "protocol") of this program, including allocation among the companies which constitute the Research Group of costs, including the costs of related expenditures and liabilities incurred by virtue of these jointly-supported data disclosure and testing activities. For the avoidance of any doubt, it is not the intent of the Research Group to set the scientific protocol of the study as this is the exclusive purvue of the principal investigators with oversight by the independent scientific review panel. The Research Group is committed to the scientific integrity and independence of the principal investigators and the scientific review panel. 2. Membership - Participation in the Research Group is open to all manufacturers, distirbutors, suppliers and processors of benzene containing products or intermediates. Nothing in this Agreement shall preclude any member of the Testing Group from conducting its own testing, or joining any other research group. 2. Definition of Company - Each manufacturer, distributor, supplier, or processor of benzene containing materials which joins the Research Group will hereafter be referred to as a "Company". For exclusive purpose of this Agreement, the term SH ELL-MCCLU RG-0600S4 DRAFT "Company" for these entities shall be deemed to include the entire legal entity. (we are striving for international support.) . Organizations who participate in the program, but who do not manufacture, distribute, supply or process benzene are also referred to a 'Company". Individual situations may be addressed by the Oversight Committee described in Section 7 below. 3. Responsibility for Full Costs - Joining the Research Group commits each Company to pay its full portion of the dollars committed to theprogram. If a Company leaves the Research Group prior to completion of the program, it shall remain liable for payment of its full commitment as defined in Sections 11 and 12 of this Agreement, except as provided in Section 9 of this Agreement. Why do we need Section 5? It is not an API consortium. Suggest that we review API policies and procedures and adopt as consortium policies and procedures as appropriate. 5. Incorporation by Reference - With 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 research will be provided upon request. In addition, Section 6 below will apply. 6. Data Review: (i) Subject to the study protocol and adherence to ethical standards, reportsof laboratory results for tests conducted under this Agreement will be promptly distributed to the Oversight Committee established in Section 7 below, the Oversight Committee, and upon request, to any member of the Research Group. If any member of the Oversight Committee requests it, a conference call(s) or meeting(s) of the Oversight Committee will be promptly scheduled for the purposes of holding a discussion concerning the results of the data and potential for reporting under the Toxic Substances Control Act [TSCA] Section 8(e) [15 U.S. Code Sec. 2607(e)]. Other interested members of the Research Group may also participate. The Oversight Committee shall determine, in accordance with Section 7 below, whether the Joint Technical Subgroup shall file a notice on behalf of its members. The Chair or Vice-Chair of the Oversight Committee would sign such a notice on behalf of the companies in the Research Group. 2 SH ELL-MCCLU RG-060055 DRAFT (ii) If filing of a TSCA Section 8(e) notice is raised for discussion and vote, the final decision shall be promptly communicated to all Research Group members. (iii) Each Company remains responsible for making its own decisions concerning TSCA and other governmental reporting arising out of activities under this agreement. If the Technical Committee becomes aware that any Company individually files such a report concerning data developed under this Agreement, copies will be distributed to all members. 7. Formation of Oversight Committee and Voting For the purpose of this Agreement, with the exception of paragraph 9, (paragraph 9 =Attachment A, which Shell does not have a copy of, and, therefore, cannot comment.) the Research Group shall take actions through and by means of a deliberative body of its representatives (the "Oversight Committee"). The Oversight Committee shall consist of representatives from all the companies in the Research Group. Each member of the Oversight Committee whose company is current on invoiced contributions will have one vote. All resolutions and actions of the Oversight Committee shall be approved by a majority of no less than 2/3 of all votes cast, including all in absentia votes as described below in this Section. A vote may be taken only in the event of a quorum of representatives that shall have no fewer than 50% of the members of the Oversight Committee. All votes may be conducted in absentia, by mail, telephone, telefax, or e-mail return ballot, within the deadline specified for the vote. Each appointed representative may also designate a proxy. Proxies do not count for purposes of a quorum. b. Oversight Committee Responsibilities - It is agreed that the Oversight Committee has authority over such administrative and managerial obligations 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, as the Research Group program manager, performs in conformance with the Program and this Agreement. 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 some or all further work under this agreement upon a 2/3 vote among all member companies. Each member who is current on invoiced contributions (just to be cinsistent with voting requirements above.) will have one vote. In either case, member companies, per the terms of the respective contract(s), will pay contractual obligations already incurred by API. 3 SH ELL-MCCLU RG-060056 DRAFT 9. Scope - The scope is defined in Attachment A. Need 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 to 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 will, among other duties, negotiate, enter into, and administer agreements for the conduct and the test program, and notify U.S. 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. Communicate 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(s) to fully indemnify API and participating companies. 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 samples; characterization of the test materials; testing to be conducted by testing laboratories; monitoring and auditing of test data, and communication of results by the Oversight Committee. Administrative costs include but are not limited to: API overhead, staff salaries, travel, 4 SH ELL-MCCLU RG-0600S7 DRAFT postage and express mail services, telephone costs, and facility costs of meetings away from the API office in Washington, D.C. b. NO! NO! NO! Most companies have made a specific dollar commitment. This section must be re-written to accurately reflect those commitments. Category u.s. Refiner (based in refinery capacity)* Small (<; 500,000 bbl/day) Medium (>500,000 bbl/day and <; 1,500,000 bbl.day) Large (> 1,500,000 bbl/day) Non-U.S. Refiner (no U.S. refineries) Free-standing Chemical Company (outside refining sector) Upstream Company (no refining operations) Other (trade association, govemment, NGO) Number of Shares 1 2 3 1 2 1 negotiable *U.S. refinery capacity will be determined based upon refinery ownership as of October I, 2000. Capacity will be calculated using the Oil and Gas JOlIDla1's 2000 Pennwell Directory. c. Payment schedule 12. Indemnification PARAGRAPHS a. and b. NEED TO BE IN ALL CAPS TO MEET TEXAS LAW AND MOST STATE REQUIREMENTS. a. Nothing in the agreenll:'Ht shall be construed to limit the rights of API or any Company to seek relief against any laboralory that is negligent or vio lates any laws, rules or regulations in connection with the tests pcrI'iJrnled in connection herewilh b. Generaiindemnification - In addition to the previous provisions in this Agreement, the Research Group agrees to indemnify API against all Olher Liabilities arising out ofthh Agreernent except to the extent such !labilities are caused by the negligence or breach of this agreement by API. MISCELLANEOUS PROVISIONS 13. Effective Date of this Agreement - The effective date of this Agreement shall be the date of execution by both parties. 5 SH ELL-MCCLU RG-060058 DRAFT 14. Government Law - This Agreement shall be governed by the laws of the District of Columbia. (Consider Delaware since that is where most companies are incorporated). Actions brought under this Agreement shall be brought in any court of competent jurisdiction in the District of Columbia (or Delaware). 15. Interpretation of this Agreement - If any term of this Agreement is deemed invalid or unenforceable for any reason, the remaining terms hereof shall not be effected, impaired or invalidated and shall remain in full force and effect. 16. Modification of this Agreement - This Agreement may be amended only by a written addendum agreed to and signed by each member of the Research Group. 17. Successor Liability - The obligation imposed under this Agreement shall apply to the legal successors and assigns of the Research Group members, including any acquirer of all or substantially all of the assets of such a Company or Companies, or API. 18. Termination Date - Except as provided by paragraph 8, this Agreement and the program for which it provides shall terminate no sooner than January 1, 2005 (Is this realistic? I thought it was a 5-year study. September 1 2001 + 5 = September 1, 2006) and no later than 2 years after completion of the last study. 19. Signature - This Agreement may be signed in multiple counterparts, which together shall constitute a single Agreement. 6 SH ELL-MCCLU RG-060059 DRAFT Ratification and Execution of the AGREEMENT FOR THE CONDUCT AND FUNDING OF A RESEARCH PROGRAM ON BENZENE HEALTH RISK FROM OCCUPATIONAL EXPOSURES ACCEPTED FOR: Company Name Signed Name Typed Title Date Telephone:_ _ _ _ _; Fax:_ _ _ _ _;Email:_ _ __ Contact person (If different than signer above:) Name and Title Telephone:_ _ _ _ _; Fax:_ _ _ _ _;Email:_ _ __ 7 SH ELL-MCCLU RG-060060 DRAFT Ratification and Execution of the AGREEMENT FOR THE CONDUCT AND FUNDING OF A RESEARCH PROGRAM ON BENZENE HEALTH RISK FROM OCCUPATIONAL EXPOSURES ACCEPTED FOR: American Petroleum Institute (not sure that it is API that we are contracting with. Aren't the companies contracting with the "Research Group?" Name Signed G. Williams Frick Vice President, General Counsel & Secretary Title Date (Name Signed) Brenda Hargett Chief Financial Officer (Title) (Date) 8 SHELL-MCCLURG-060061