THE JOHNS HOPKINS UNIVERSITY
MODEL CLINICAL TRIAL AGREEMENT – INDEX

1. STATEMENT OF WORK

2. INVESTIGATOR

3. PAYMENT

4. RECORDKEEPING, REPORTING, ACCESS

5. PROPRIETARY INFORMATION AND CONFIDENTIALITY

6. STUDY DATA

7. PUBLICATION AND STUDY REGISTRATION

8. INTELLECTUAL PROPERTY

9. TERM AND TERMINATION

10. INDEMNIFICATION

11. PATIENT CARE COSTS

12. NOTICES

13. INDEPENDENT CONTRACTORS AND ASSIGNMENT

14. DISCLOSURE OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION

15. DUTY TO UPDATE REGARDING SAFETY INFORMATION

16. USE OF OTHER PARTIES’ NAMES

17. LIMITATION OF LIABILITY

18. WAIVER AND SEVERABILITY

19. CONTINUING OBLIGATION

20. FORCE MAJEURE

21. GOVERNING LAW

22. EXPORT CONTROLS

23. COUNTERPARTS

24. ENTIRE AGREEMENT; AMENDMENT

THE JOHNS HOPKINS UNIVERSITY
MODEL CLINICAL TRIAL AGREEMENT

This Agreement (the “Agreement”) is entered into as of this ______ day of ______, 20____ (the “Effective Date”) by and between:

THE JOHNS HOPKINS UNIVERSITY, having a School of Medicine with an Office of Research Administration located at 733 North Broadway, Suite 117, Baltimore, Maryland, 21205 (the “Institution”), employer of ________________ (the “Investigator”),

and

[SPONSOR NAME IN ALLCAPS], a corporation organized under the laws of the State of _____________, located at ________________ (the “Sponsor”).

WHEREAS, Sponsor desires Institution to conduct a clinical study, and such study is of mutual interest and benefit to the Institution and Sponsor.

NOW, THEREFORE, in consideration of the premises and of the following mutual promises, covenants, and conditions and any sums to be paid, the parties hereto agree as follows:

1. STATEMENT OF WORK
The Institution agrees to conduct a clinical study entitled __________________ ("Study"), as described in the protocol ("Protocol") and any approved amendments thereto, as kept of record by the appropriate Institutional Review Board ("IRB"). A copy of the Protocol is attached hereto as Exhibit A, and is incorporated herein by reference. In the event of a conflict between the terms of this Agreement and the Protocol, the terms of this Agreement shall control except as regards Study participant care, in which case the Protocol terms shall control. The Institution represents that it has, or by the commencement of the Study will have, the experience, capability, and resources, including, but not limited to, sufficient personnel and equipment, to efficiently and expeditiously perform the Study in a professional and competent manner.

2. INVESTIGATOR
This Study will be conducted under the direction of the Investigator identified above. The Investigator shall be responsible for performing this Study and for direct supervision of any individual performing portions of this Study. In the event the Investigator becomes unwilling or unable to perform the duties required for the Study conducted under this Agreement, the Institution and Sponsor shall attempt to agree on a mutually agreeable replacement. In the event a mutually acceptable replacement is not available, then the Study may be terminated by either party hereto in accordance with the Term and Termination Section of this Agreement.

3. PAYMENT
(a) In consideration of conducting the Study hereunder, Sponsor shall provide Institution with sufficient quantities of __________ ("Study Drug").

(b) In consideration of conducting the Study hereunder, Sponsor shall pay Institution in accordance with the budget attached as Exhibit B of this Agreement, and according to the following payment schedule. [Insert payment schedule]

(c) All payments will be made to Institution as follows:

Payable to: Johns Hopkins University Tax ID No: 52-0595110

Address: Johns Hopkins University Central Lockbox Bank of America 12529 Collections Center Drive Chicago, IL 60693

Checks must also include the following:

IPN: XXXXXXXXX Investigator: XXXXXXXXX

4. RECORDKEEPING, REPORTING, ACCESS
Authorized representatives of Sponsor or its designee shall have the right, upon reasonable and advance written notice, and at mutually convenient times during regular business hours, to examine and inspect the Institution’s and applicable Investigator’s facilities and records associated with this Study and inspect and copy all work products relating to this Study.

5. PROPRIETARY INFORMATION AND CONFIDENTIALITY
During the term of this Agreement and for a period of three (3) years thereafter, the Institution shall not disclose to any third party or use for any purposes other than the performance of this Study, any and all, privileged records, or other proprietary information which is marked as confidential and disclosed to the Institution by Sponsor pursuant to this Agreement (collectively, “Proprietary Information”), without Sponsor’s prior written consent, except as otherwise specified in this Agreement. The Institution shall treat the Proprietary Information as it would treat its own proprietary information, but in no event shall it use less than a reasonable degree of care. The obligation of non-disclosure and non-use shall not apply to the following:

(a) information that, at the time of disclosure hereunder, is available to the public (b) information that, after disclosure hereunder, becomes available to the public, except through breach of this Agreement; (c) information that the Institution can demonstrate was in its possession at the time of disclosure by Sponsor and that was not acquired from Sponsor under any obligation of confidentiality; (d) information that becomes available to the Institution from a third party that is not legally or contractually prohibited from disclosing such information; or (e) information required by any law, regulation, or order of court to be disclosed by Institution. Prior to disclosing Proprietary Information of the Sponsor, the Institution shall first notify the Sponsor in order that Sponsor may take any action it deems appropriate.

The terms of this Agreement supersede any previous non-disclosure agreements or any other preliminary representations or understandings that have been entered into by the parties to this Agreement with regard to the subject Study. The terms of this Agreement will be treated as confidential; however, the existence of the Agreement and Study will not be confidential. The Institution may maintain one archival copy of all Proprietary Information for the purpose of demonstrating its compliance with its obligations hereunder.

6. STUDY DATA
The Institution and Sponsor shall have joint ownership of all Study Data that is generated by this Study. Study Data shall include all Study results, which includes information entered onto patient case report forms, but does not include underlying patient medical records. Sponsor shall have the sole right to use such Study Data for all commercial purposes, and Institution shall have the right to use such Study Data for non-commercial purposes, including but not limited to patient care and treatment, academic uses, and publication. The Sponsor shall have sole ownership of the original copies of all patient case report forms; however, Institution shall have the right to retain one copy of each form for documentation purposes. Sponsor makes no claim regarding the ownership of all original medical records of Study subjects under this Agreement. Notwithstanding anything to the contrary herein, Institution may use study results in developing Sponsor Inventions or Other Inventions (as those terms are defined below) and it will not be deemed a commercial use pursuant to this Section 6.

7. PUBLICATION AND STUDY REGISTRATION
(a) The Institution and the Investigator are free to publish, present, or use any results arising out of this Study for their own instructional, research, or publication objectives, provided that such publication does not disclose any of Sponsor’s Proprietary Information, as defined in this Agreement. Institution agrees to submit the draft of any proposed publication to Sponsor at least thirty (30) days prior to submission for publication, presentation, or use, and agrees, at the request of Sponsor, to withhold any such submission for an additional period, not to exceed sixty (60) days to allow Sponsor to file patent applications or to take any other action designed to protect its patent rights.

(b) Notwithstanding anything herein to the contrary, if this Study is part of a multi-center Study, the Institution and the Investigator agree that the first publication of the results of the Study shall be made in conjunction with the presentation of a joint, multi-center publication of the Study results, with the investigators from all sites contributing data, analyses, and comments. Sponsor shall provide all Investigators access to the combined results and data provided by all sites performing the Study. If such a multi-center publication is not submitted for publication within twelve (12) months after the conclusion of the Study at all sites or a multi-center publication is published in a shorter period, the Institution and/or Investigator may publish the results from the Institution’s site individually, subject to Sponsor’s rights under Section 7(a) of this Agreement.

(c) In order to preserve Institution’s publication rights with respect to clinical trials pursuant to the registration requirements established by the International Committee of Medical Journal Editors ("ICMJE") for clinical trials, Sponsor agrees to register the Study in accordance with ICMJE requirements prior to Study enrollment. If Sponsor has registered the Study on a publicly accessible Internet site in accordance with the requirements of the ICMJE, Sponsor shall provide proof of such registration to Institution as well as continue to update the registration as necessary to meet ICMJE requirements.

8. INTELLECTUAL PROPERTY
(a) It is expressly agreed that neither Sponsor nor Institution transfer by operation of this Agreement to the other party hereto any patent right, copyright, or other proprietary right that either party owns or controls, except as specifically set forth herein.

(b) Institution agrees that any inventions, discoveries, or improvements arising out of work performed hereunder that are (i) dependent on Sponsor’s patent claims, or are (ii) expressly anticipated by the Protocol (hereinafter “Sponsor’s Inventions”) shall be assigned to Sponsor and shall be promptly disclosed by Institution to Sponsor.

(c) All other inventions developed under this Agreement ("Other Inventions") that are developed solely by Institution shall be owned by Institution. All Other Inventions developed by one or more employees of both Sponsor and Institution under this Agreement shall be owned jointly by Sponsor and Institution. Institution shall grant Sponsor an option to negotiate to obtain an exclusive, royalty bearing, worldwide license, including the right to sublicense, to make, have made, use, and sell products incorporating such sole Other Inventions or Institution’s rights to jointly owned Other Inventions. Sponsor’s option may be exercised at any time during a period of ninety (90) days (the "Option Period") after the written submission to Sponsor of each such Invention by notice in writing from Sponsor to Institution. Upon Sponsor’s exercise of its option with regard to any particular Invention, Institution and Sponsor will negotiate in good faith in an attempt to reach a license agreement satisfactory to both parties (the "Negotiation Period"). Unless extended by the written mutual consent of the parties, the Option Period and the Negotiation Period shall not exceed ten (10) months in the aggregate. Upon the expiration of the unexercised option or the Negotiation Period, Institution shall have no further obligation to Sponsor under this Agreement with regard to specific Other Inventions under consideration.

9. TERM AND TERMINATION
(a) Unless earlier terminated in accordance with the provisions of this Agreement, the term of this agreement shall commence on the Effective Date and shall terminate ________ months after the Effective Date. This Agreement may be terminated by Sponsor or Institution upon at least sixty (60) days prior written notice to the other party that references a material breach of any of the terms and conditions of this Agreement, which breach the other party fails to cure within sixty (60) days from notice thereof.

(b) In addition, the Agreement may be terminated by either party if any of the following conditions occur: (I) if the authorization to perform the Study in the United States is withdrawn by the FDA; (ii) if the emergence of any adverse reaction or side effect with the Study drug administered is of such magnitude to support termination; (iii) if the Investigator conducting the Study is unwilling or unable to continue performing the Study and a successor acceptable to both Sponsor and Institution is not available.

Regardless of whether this Agreement is terminated or naturally expires, Sponsor shall be responsible for payment for all services or procedures actually performed in compliance with the study protocol and all non-cancelable Institution expenses incurred or obligated prior to termination or expiration and shall remit such total within thirty (30) days of Institution’s written request for final payment. In the event of any overpayment by Sponsor, Institution shall refund such overpayment to Sponsor.

10. INDEMNIFICATION
(a) Sponsor shall indemnify, defend and hold harmless the Institution, Investigator, [The Johns Hopkins Hospital, The Johns Hopkins Bayview Medical Center,] and/or other affiliated and cooperating hospitals and institutions, as well as the trustees, directors, officers, agents, employees, students, the members of their Institutional Review Boards, and others holding academic appointments within those institutions and their respective heirs, successors, and assigns (collectively "Institution Indemnitees"), from any liability, loss, or damage they may suffer as a result of claims or judgments that arise from the Institution Indemnitees' participation in and/or performance of the subject Study and this Agreement.

(b) Sponsor shall employ attorneys of its own selection and will be responsible for all expenses that result from employing a vigorous, diligent defense of Institution Indemnitees, regardless of whether any claims are rightfully or wrongfully brought or filed. Institution Indemnitees shall fully cooperate with Sponsor in defending the claims and will make no compromise or settlement without the prior written approval of Sponsor. Institution Indemnitees also agree that any injury that results from Institution Indemnitees' negligence or intentional misconduct in carrying out Study activities is excluded from Sponsor’s requirement to indemnify and hold harmless.

(c) Sponsor shall maintain, for the term of this Agreement and following termination to cover claims arising from the conduct of the Study, a policy or program of insurance and/or self-insurance covering comprehensive general liability, including products liability, broad form contractual, and if applicable, professional liability in a minimum amount of $3,000,000/$5,000,000. The coverage shall bear an endorsement precluding cancellation or reduction of coverage. Upon request, Sponsor will furnish Institution with certificates of insurance evidencing such insurance. However, neither the existence of insurance coverage nor the amounts of any such coverage shall be construed as or act as a limitation of liability or damages.

11. PATIENT CARE COSTS
Sponsor also agrees to reimburse the Institution, other accredited medical care providers, or Study participants (as appropriate) for any medical care required by Study participants that occurs as a direct result of participation in the Study and that is not covered by the participants' medical insurance.

Sponsor’s obligations under this section will not apply to the extent that the medical care is the result of: (a) injuries or illnesses primarily due to a participant’s underlying medical condition, (b) known risks of routine patient care portions of the protocol, or (c) Institution’s negligence or willful misconduct.

12. NOTICES
With the exception of Study funds paid by Sponsor pursuant to Section 3 hereof, all notices required or permitted to be given under this Agreement shall be in writing and shall be sent as follows: If to Sponsor: ______________________________ ______________________________

If to Institution: original to: Michael B. Amey Associate Dean, Research Administration Office of Research Administration The Johns Hopkins University School of Medicine 733 North Broadway, Suite 117 Baltimore, Maryland 21205

with copy to: Investigator ______________________________ ______________________________

13. INDEPENDENT CONTRACTORS AND ASSIGNMENT
The relationship of Sponsor to Institution and its Investigator shall be that of an Independent Contractor and none of the parties shall hold itself out to third parties as purporting to act as, or on behalf of, the other party hereto. Neither this Agreement nor the rights or obligations hereunder shall be assignable or otherwise transferred or subcontracted by either party without the other party’s prior written consent.

14. DISCLOSURE OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION
Sponsor shall comply with all applicable laws and regulations regarding subject data privacy. In addition, Sponsor will review and approve the Informed Consent and Authorization documents (collectively, the "Authorization Documents") relating to the use and disclosure of individually identifiable health information of subjects enrolled in the Study ("Health Information"), including receipt and use of Health Information by Sponsor. Sponsor agrees, and Sponsor will require that any party to whom Sponsor discloses Health Information ("Recipient") agrees, to use and disclose the Health Information only as permitted in the Authorization Documents and in accordance with all applicable laws and regulations. The Authorization Documents will not authorize the Sponsor or any Recipient to use Health Information to recruit research subjects to additional studies, to advertise additional studies or products or to perform marketing or marketing research.

15. DUTY TO UPDATE REGARDING SAFETY INFORMATION
(a) Where Sponsor is responsible for Study monitoring, Sponsor will promptly notify the Institution (via the individual identified in the Notices section of this Agreement) of serious or continuing monitoring findings that could influence the conduct of the study or affect the safety of subjects enrolled at Institution.

(b) Where Sponsor is responsible for Study data and safety monitoring, Sponsor shall provide such reports as needed for the IRB’s continuing review of the study; any urgent reports should be provided promptly in accordance with the protocol.

(c) Sponsor shall notify Investigator in writing of subject safety issues that that directly affect the safety of Study participants which arise during the course of the Study and thereafter in accordance with FDA requirements.

16. USE OF OTHER PARTIES’ NAMES
Neither the Sponsor nor the Institution shall use directly or by implication the names of the other party, nor any of the other party’s affiliates or contractors, nor any abbreviations thereof, or of any staff member, faculty member, student, or employee of the other party in connection with any products, publicity, promotion, financing, advertising, or other public disclosure without the prior written permission of the other party.

17. LIMITATION OF LIABILITY
The Parties acknowledge and agree that neither party shall be liable to the other, or to anyone claiming through such other party, for any losses or damages arising under any of the following: a. loss of anticipated opportunity, revenue, savings, profit or goodwill, or other economic loss; or b. any indirect, special, consequential, incidental loss or punitive or exemplary damages, however caused, and whether arising under contract, tort (including negligence) or otherwise.

18. WAIVER AND SEVERABILITY
No waiver of any term or provision of this Agreement whether by conduct or otherwise in any one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such term or provision, or of any other term or provision, of this Agreement. If any term or provision of this Agreement or the application thereof shall be invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and each remaining term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

19. CONTINUING OBLIGATION
Except as otherwise specifically provided herein, termination of this Agreement shall not relieve either party hereto from any obligation under this Agreement that accrued or arose from facts or circumstances in existence prior thereto.

20. FORCE MAJEURE
Neither party will be responsible or liable to the other party for non-performance or delay in performance of any terms or conditions of this Agreement due to acts or occurrences beyond the control of the nonperforming or delayed party, including, but not limited to, acts of God, acts of government, terrorism, wars, riots, strikes or other labor disputes, shortages of labor or materials, fires, and floods, provided the nonperforming or delayed party provides to the other party written notice of the existence of and the reason for such nonperformance or delay.

21. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland (excepting any conflict of laws provisions which would serve to defeat application of Maryland substantive law). Each of the Parties hereto agrees to venue in and submits to the exclusive jurisdiction of the state and/or federal courts located within the State of Maryland for any suit, hearing or other legal proceeding of every nature, kind and description whatsoever in the event of any dispute or controversy arising hereunder or relating hereto, or in the event any ruling, finding or other legal determination is required or desired hereunder.

22. EXPORT CONTROLS
Both parties shall comply with the United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, and that its obligations hereunder are contingent on compliance with applicable U.S. export laws and regulations (including the Arms Export Control Act, as amended, and the Export Administration Act of 1979). If either party shall export any technical data, computer software, laboratory prototypes and/or other commodities controlled by the U.S. export laws to the other party, the exporting party shall conspicuously designate such information as “export controlled”. Institution, as an institution of higher education, intends to conduct the project as fundamental research under the export regulations, and thus the University reserves the right to deny receipt of any Export Controlled Information, proprietary or otherwise, and the right to reject any restrictions by the Sponsor to prohibit Institution from publishing or disseminating the information derived from the research project.

23. COUNTERPARTS
This Agreement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties agree that delivery of an executed counterpart signature hereof by facsimile transmission, or in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature

24. ENTIRE AGREEMENT; AMENDMENT
This Agreement (including any Exhibits attached hereto) sets forth all of the agreements and understandings between the parties hereto with respect to the subject matter hereof, and supersedes and terminates all prior agreements and understandings between the parties with respect to the specific subject matter hereof. There are no agreements or understandings with respect to the subject matter hereof, either oral or written, between the parties other than as set forth herein. Except as expressly set forth in this Agreement, no subsequent amendment, modification or addition to this Agreement will be binding upon the parties hereto unless reduced to writing and signed by the respective authorized officers of Sponsor and the Institution. The headings in this Agreement are for the convenience of reference only and are not substantive parts of this Agreement nor shall they affect its interpretation.

[SIGNATURES FOLLOW ON NEXT PAGE]
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

THE JOHNS HOPKINS UNIVERSITY SPONSOR

By: _________________________ By: _________________________
Name: Name:
Title: Title:
Date: _________________________ Date: _________________________

Read and Agreed to abide by the terms contained herein, but not as a party hereto:

_________________________
Investigator