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CLINICAL TRIAL CONTRACT […] (Protocol Code) In Barcelona, on [...] of [...] 20[...] BY AND BETWEEN Hospital Universitari Vall d’Hebron (hereinafter, ‘HUVH’), with address in Passeig Vall d’Hebron 119-129, Barcelona (08035), represented by Dr Vicenç Martínez Ibáñez, holder of national identity document (DNI) 38532268-T, in his capacity as HUVH General Manager. Fundació Hospital Universitari Vall d’Hebron - Institut de Recerca (hereinafter, ‘VHIR’), with tax identification code (CIF) G-60594009 and address in Passeig Vall d’Hebron 119-129 de Barcelona (08035), represented by Dr Joan X. Comella Carnicé, holder of national identity document (DNI) 40881366-Q, in his capacity as Director of the VHIR. AND Fundación Privada Instituto de Investigación Oncológica de Vall Hebron (hereinafter, ‘VHIO’), with CIF G-64384969 and address in c\ Natzaret 115-117, Centre Cellex, 08035 Barcelona, represented by D. Andrés de Kelety, holder of national identity document (DNI) number 36554274-Y, in his capacity as the Manager of the VHIO. [...] (hereinafter, ‘Sponsor’) with tax identification code (CIF) [...] and registered address in [...], represented by [...] with national identity document (DNI) [...]. [...] (hereinafter, ‘CRO’) with tax identification code (NIF) [...] and registered address in [...], represented by [...] with national identity document [...]. Pg. Vall d’Hebron, 119- 129 08035 Barcelona Tel. 93 489 40 10 Fax 93 489 41 02

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Page 1: Vall d'Hebron Research Institute (VHIR)RD1…  · Web viewPg. Vall d’Hebron, 119-129. 08035 Barcelona. Tel.93 489 40 10. Fax93 489 41 02. 9. Hospital Universitari Vall d’Hebron

CLINICAL TRIAL CONTRACT […] (Protocol Code)

In Barcelona, on [...] of [...] 20[...]

BY AND BETWEEN

Hospital Universitari Vall d’Hebron (hereinafter, ‘HUVH’), with address in Passeig Vall d’Hebron 119-129, Barcelona (08035), represented by Dr Vicenç Martínez Ibáñez, holder of national identity document (DNI) 38532268-T, in his capacity as HUVH General Manager.

Fundació Hospital Universitari Vall d’Hebron - Institut de Recerca (hereinafter, ‘VHIR’), with tax identification code (CIF) G-60594009 and address in Passeig Vall d’Hebron 119-129 de Barcelona (08035), represented by Dr Joan X. Comella Carnicé, holder of national identity document (DNI) 40881366-Q, in his capacity as Director of the VHIR. AND

Fundación Privada Instituto de Investigación Oncológica de Vall Hebron (hereinafter, ‘VHIO’), with CIF G-64384969 and address in c\ Natzaret 115-117, Centre Cellex, 08035 Barcelona, represented by D. Andrés de Kelety, holder of national identity document (DNI) number 36554274-Y, in his capacity as the Manager of the VHIO.

[...] (hereinafter, ‘Sponsor’) with tax identification code (CIF) [...] and registered address in [...], represented by [...] with national identity document (DNI) [...].

[...] (hereinafter, ‘CRO’) with tax identification code (NIF) [...] and registered address in [...], represented by [...] with national identity document [...].

Jointly referred to as ‘the Parties’.

All parties hereby mutually acknowledge their respective legal capacity to bind themselves through this Contract and

WITNESSETH

Pg. Vall d’Hebron, 119-12908035 BarcelonaTel. 93 489 40 10Fax 93 489 41 02

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I. Whereas the Sponsor is interested in sponsoring the Clinical Trial of the medicinal product(s) or drug(s) described in the Protocol (the ‘Product’).

II. Whereas Dr [...] (the ‘Principal Investigator’), holder of national identity document (DNI) [...], member of the Medical Oncology Service and researcher of the VHIO, is interested in conducting the above-mentioned Clinical Trial under the terms and conditions set out below.

III. Whereas the VHIR is a private foundation of the public sector, whose purpose is to promote and develop biomedical research, innovation and teaching at the HUVH. Through the excellence of its research, new solutions to the health problems of society are identified and applied, and the results are spread throughout the world.

IV. Whereas VHIO is a fully independent non-profit private foundation, with its own legal personality, whose objective is high-quality research in the area of oncological diseases, specifically research related to new advances in the prevention, early diagnosis and treatment of cancer, with a translational focus that permits the application of basic research discoveries to clinical practice.

V. Whereas the HUVH is part of the Institut Català de la Salut (hereinafter, ‘ICS’). The ICS is a public company of the Generalitat de Catalunya attached to the Health public department of Catalonia (Spain), with its own legal personality, whose objective is to provide public, preventative, primary, diagnostic, therapeutic, rehabilitative, palliative healthcare services to the general public, as well as developing educational and research activities corresponding to the life sciences, among others. In the performance of its functions, the ICS manages the HUVH.

VI. Whereas on 1 May 2015, the ICS, the HUVH, the VHIR and the VHIO signed a framework scientific-collaboration agreement which regulates the collaboration relationships among the four entities and stipulates that the VHIO shall manage the Clinical Trials in which the Principal Investigator, whether a Medical-Oncology Service physician or other HUVH medical practitioner who carries out his research activity in the VHIO (hereinafter, ‘HUVH Oncology Trials’), and the VHIR shall manage the financial expenses associated with indirect costs, charges and fees associated with the performance of the HUVH Oncology Trials.

In accordance with the foregoing, all of the Parties hereby agree the following:

CLAUSES

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1. PURPOSE OF THE AGREEMENT

The Principal Investigator agrees to conduct the Clinical Trial proposed by the Sponsor of the Trial, in accordance with the characteristics described in the Protocol under the Protocol Code: [...], Eudra CT: [...] (the ‘Protocol’), whose title is [...] (the ‘Trial’).

The Trial cannot be initiated until all of the required authorizations have been obtained from the competent authorities and the Ethics Committee for Research with medicinal products (hereinafter ‘ECRm’). For this reason, the Contract shall not take full effect until these authorizations have been obtained.

The Parties agree to carry out the trial in accordance with all of the regulations applicable to this area currently in force in Spain, and the Parties declare their knowledge of applicable legislation, including but not limited to the following:

(a) The ethical principles of the Declaration of Helsinki,

(b) The Harmonized Tripartite Guideline for Good Clinical Practice of the ICH, with the modifications in force at any given time.

(c) Legal and regulatory standards applicable to Clinical Trials at national and international level, and, in particular, the Royal Decree 1090/2015, of 4 December, regulating clinical trials with medicinal products, Ethics Committees for Investigation with medicinal products and the Spanish Clinical Studies Registry (the ‘Royal Decree 1090/2015’ or the ‘RD 1090/2015’), as well as any applicable European legislation currently in force. And,

(d) The standards set by the ECRm and/or regulatory authorities.

Likewise, the Parties agree to fulfil their obligations in accordance with all applicable anti-corruption and antitrust law. The Parties declare and guarantee that they shall not distribute any inappropriate benefit or trade advantage that is unfair, which could influence/induce the taking of public or private decisions, the prescription, or induce someone to breach his professional duties.

Any conflict arising between this Contract and the Trial Protocol shall be settled in the following manner: On the one hand, the Protocol shall prevail with regard to all issues directly related to the science and the execution of the Trial by the

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Principal Investigator; On the other hand, the Contract shall prevail with regard to all other issues, especially in regard of the economic matters.

2. PARTICIPANTS

In addition, the Principal Investigator must have a sufficient team of collaborators to be able to conduct, with the greatest possible success, the Clinical Trial that is the subject matter of this Contract.

3. MONITORING

The trial shall be monitored by: [...].

The monitor must comply with all of the obligations set out in Article 40 of Royal Decree 1090/2015.

Likewise, the monitor must hold the information accessed by him in the performance of his duties in the strictest confidentiality, particularly in the event that he should access patient data of a personal nature.

The Parties agree to closely collaborate with monitoring activities at all times.

4. RESPONSIBILITIES FOR THE TRIAL

The Sponsor is responsible for the Clinical Trial, its management and financing in accordance with the provisions of Royal Decree 1090/2015.

Likewise, the Trial shall be performed under the direct and personal responsibility of the Principal Investigator.

For this reason, the Principal Investigator shall ensure that the Trial is performed in accordance with the requirements and conditions established in the relevant administrative authorization.

5. TRIAL LOCATION

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The trial shall take place at the facilities of the HUVH and at the facilities assigned by the HUVH to the VHIO, using the resources of these institutions. Specifically, the Trial shall take place in the HUVH Medical Oncology Area.

6. OBLIGATIONS OF THE SPONSOR

VI.1 The Sponsor shall comply with all of the obligations established in RD 1090/2015, specifically those set out in Article 39 of this Law.

VI.2 Likewise, the Sponsor agrees to provide the Principal Investigator with:

a) Basic information on the medicinal Products of the Trial: Toxico-pharmacological and pharmacokinetic data, previous studies carried out prior to Clinical Trials on humans.

b) Case-report forms and, if applicable, support services and computer hardware, including its repair.

c) All of the documents with regard to the Trial.

d) Information about the performance of the Trial at other sites, if it is multi-centre, and on the results obtained, either at the end of the Trial or when they become available, as well as unexpected and serious adverse reactions or events detected by the Sponsor.

e) Any available new information obtained about the Product during the performance of the Trial

VI.3 The Sponsor agrees to provide the following free of charge:

a) The medicinal products or drugs constituting the subject matter of the Trial (known as ‘investigational medicinal product’), as defined by current legislation, in which the investigational medicinal product is the medicinal product which is being tested or used as a reference, including as a placebo, in a Clinical Trial.

b) The auxiliary medicinal product, as defined in current legislation, understood as the medicinal product used for the

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needs of a clinical trial, as described in the Protocol, but not as an investigational medicinal product.

VI.4 The Sponsor must pay the fees of the Ethics Committee for Research with medicinal products (ECRM), in the event that they fall due and an exemption has not been granted.

7. OBLIGATIONS OF THE PRINCIPAL INVESTIGATOR AND OF THE VHIO

The Principal Investigator agrees to carry out all of the tasks necessary for the performance of the Trial, which are regulated for this purpose in article 41 of R.D. 1090/2015. Specifically, the Principal Investigator agrees to:

a) Coordinate, supervise and manage the collaborators.

b) Include, prior to the end of the Trial, an estimated number of [...] patients.

c) Within the framework of current legal requirements applicable to this matter, patients must receive as much information as possible, and their consent form must be obtained in writing.

d) Perform follow-up on the patients in accordance with the criteria of the Protocol and current regulations applicable to this area.

e) Collect and store all the Trial information and deliver all documents to the Trial monitor or the Sponsor in accordance with the Protocol.

f) Immediately report all the adverse reactions, including the unexpected and serious adverse reactions, using the fastest means available to the Trial Monitor appointed by the Sponsor.

g) Inform the Sponsor regarding the number of patients who have not attended the monitoring visits, in order to obtain the necessary reserve medication packets.

h) Provide the Sponsor/Monitor with the information on each visit as soon as the visit occurs, in order to verify the information provided and its consistency with the information provided during previous or subsequent visits.

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i) Respect the confidential nature of the Clinical data of each participant and maintain their privacy.

j) At the request of the Sponsor, submit an end-of-trial summary no later than 90 days after the end of the Trial, in addition to a final Clinical report.

k) Attend and participate in person or through delegation at the meetings of researchers and investigators held over the course of the Trial.

l) Collaborate with the Trial Monitor and/or his collaborator/s in order to guarantee the correct quality control of the Trial, particularly with regard to the following elements: available resources, adherence to the Protocol, comparison of observation sheets and the HUVH Clinical dossier (Medical Records), samples and recruitment.

m) Should the Principal Investigator cease his functions as VHIO’s investigator or as HUVH’s physician or, in any manner, stops participating in the Trial, he agrees to propose a suitable replacement and to manage his acceptance in order to ensure the Trial continuity.

n) In the event of international registration, the relevant forms shall be completed.

8. FINANCIAL CONSIDERATION

a) The financial report for the performance of the Clinical Trial that is the subject matter of this Contract is broken down in the budget appearing in Annex I (document in Excel format) of this Contract, which constitutes the Financial Report of Financial Budget of the Clinical Trial.

b) The Sponsor agrees to pay the VHIR and the VHIO the amounts established in Annex I in accordance with the forecasts of clause 8 of this Contract and in the instalments established in clause 9 hereof.

Specifically, the VHIO receives the corresponding financial consideration in its capacity as an entity which manages the investigation process of the HUVH medical oncology Service, and the VHIR receives the respective financial contributions as the entity which manages and promotes Biomedical Research and Teaching at the HUVH.

Any modification of the budget contained in Annex I must be mutually agreed to by the Parties.

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The amounts indicated in the Financial Report are gross amounts; therefore, the budget contained in Annex I does not include VAT. For this reason, VAT must be applied when legally required.

Invoicing shall take into account the number of patients included or recruited for the Trial, whether they finish treatment or not, in such a manner that the amount to be paid by the Sponsor shall be proportionally modified in order to ensure compensation for all of the services actually provided.

c) The Sponsor shall pay VHIR the amount resulting from the application of the percentage established in the section E of the Annex I, to the total base of the cost per patient contained in Annex I, in proportion to the number of patients recruited.

This percentage, for ‘overheads’ or ‘indirect costs’, shall be used for the promotion of Biomedical Research and Teaching, in accordance with the foundational aims of the VHIR.

d) In addition to the foregoing, on the basis of the same per patient amount of the Financial Report (Annex I) an ‘overhead’ or ‘indirect cost’ of 7.5% must be applied by VHIR. This amount contained in section D of the Annex I, is intended to cover the management of medication from the Pharmacy Department of the HUVH and the VHIR.

e) Likewise, the same amount budgeted in the Annex I is subject to the application of an 8% ‘overhead’ contained in section F of the Annex I. This amount is intended to compensate the indirect costs of the HUVH as established in Instruction 09/2013 of the ‘Institut Català de la Salut’.

f) The extraordinary costs anticipated in section G of Annex I (Financial Report) shall be subject to the additional application of an ‘overhead’ of 10% (appearing in section H of Annex I). Said percentage shall be calculated based on the total amount to be paid in respect of each of the Extra Costs, in order to appropriately defray the costs of management of these items by the VHIR.

g) In addition, the VHIO shall also issue invoices based on the budget contained in Annex I (Excel). Specifically, it will do so based on the remaining sections of the Annex I. In other words, VHIO shall invoice the

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remaining items that do not correspond to ‘overheads’ or ‘indirect costs’ in accordance with the forecasts contained in this clause.

h) In the unlikely event that the Sponsor does not directly provide the drug (with this possibility having been previously accepted by the HUVH and the VHIR), and chooses reimbursement, payment shall be governed by the following conditions:

The VHIR shall issue invoices in accordance with the official retail price of each medication unit (each vial/bottle/kit) provided at the time of reimbursement, with the addition of €150 per invoice, for Pharmacy Service costs, plus 10% overhead per invoice to be received by the VHIR (as compensation for invoice management) plus the corresponding VAT (when applicable).

In this case, invoices shall be issued, quarterly, every six months, or annually, depending on the number of dispensations.

i) The Sponsor shall pay an amount of €3,000 for administrative, management and start-up costs of the Trial in accordance to the payment terms and condition regulated section 9.

This payment shall also appear in the attached Financial Report in Annex I of this Contract, as a single one-off payment.

9. PAYMENT TERMS AND CONDITIONS

The Sponsor shall pay the amounts established in Annex I (Excel), in accordance with the conditions regulated in section 8 of this Contract. Payments shall be made in the instalments indicated in this clause.

Likewise, all payments shall be made on a quarterly basis, through the VHIO and the VHIR, in accordance with the budget breakdown set out in Annex I. At the end of each quarter, the Sponsor shall pay 100% of the budgeted costs arising during that quarter, with the exception of the last payment, which shall be made when all of the activities related to the Trial have been completed.

The first quarter shall begin as of the date of inclusion of the first patient.

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All of the amounts paid by the Sponsor as compensation or financial consideration established in this Contract shall be subject to the corresponding VAT, when applicable, in accordance with current regulations.

On the one hand, as established in section 8.i) and in the Financial Report contained in Annex I, the VHIR and the VHIO shall invoice 50% of this amount respectively (50% by the VHIR and the other 50% by the VHIO). Invoicing shall take place as of the moment when this Contract is signed. Collection on invoices shall not be subject to the actual performance of the Trial or its approval by the CEIm or AEMPS.

Likewise, based on the content of section 8 of this contract, the VHIR shall invoice the amounts corresponding to the percentages indicated in the following sections of the Financial report (Annex I; Excel document): Annex I, section E; Annex I, section D; Annex I, section F and Annex I, section H (in relation to G). Specifically, all of those amounts destined to cover indirect costs or ‘overheads’ of the Clinical Trial.

On the other hand, the VHIO shall invoice all of the other amounts of the Clinical Trial that do not correspond to ‘overheads’ or indirect costs indicated in the previous section, particularly, the net amount for the management of the Principal Investigator.

The Parties agree that the VHIO and the VHIR shall issue invoices to [...], who shall assume responsibility for the payment of these.

These invoices shall contain the Protocol number of the Trial and the indicated order number.

The details and invoicing address of the payer are as follows: [...].

The invoicing information for the VHIR shall be obtained during the invoicing process at the following address: [email protected].

The invoicing information for the VHIO shall be obtained during the invoicing process at the following address: [email protected].

10. DURATION

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The Trial must begin at the time the Sponsor delivers the associated material, once the relevant legal authorizations and permits have been obtained and the medicinal products have been received (if this is anticipated).

The inclusion period must end before [...].

The estimated duration of the Trial is [...].

11. INCLUSION OF PATIENTS

The Trial Sponsor reserves the right to interrupt the inclusion of patients under any of the following circumstances:

a) If the Principal Investigator does not include, without justification accepted by the Parties, the agreed number of patients during the designated time period.

b) If the total number of patients that must be included in the Trial by the different researchers participating in the Trial is reached when a multicentre Trial is involved.

On the date when the Trial ends, the inclusion of the number of patients anticipated must have occurred, unless the Parties agree in writing to extend the time period for inclusion of patients.

Despite the foregoing, the patients included in the Trial may be able to participate in internal research of the HUVH Medical Oncology service, approved by the ECRm, provided that this does not interfere with the performance and evaluation of the Trial that is the subject matter of the Contract.

12. SUSPENSION AND TERMINATION OF TRIAL

The trial can be suspended prior to completion by any of the Parties by means of written notification, if one of the following circumstances arises:

a) If the available data gives rise to the inference that continuing to administer the Clinical drug and/or the comparator drug or placebo to patients is neither justified nor safe.

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b) Non-compliance on the part of the Principal Investigator with any of the terms of the Contract.

c) If compliance with the Protocol is deficient or the data is incomplete or imprecise on repeated occasions.

d) If the Parties agree to suspend the trial. Such an agreement must be set out in writing.

The conclusion of this agreement or the Trial under way shall require the parties to adopt the opportune measures to guarantee the safety of the patient, the continuity of the treatment and compliance with current legislation applicable in this area.

In any of the above cases, a report setting out the reasons for the suspension of the Trial shall be drawn up and signed by both Parties

The Principal Investigator shall return to the Trial Sponsor the material supplied and all unused medication in his possession.In the event that the suspension of the Trial is sought, the Principal Investigator must communicate the suspension to the AEMPS [Spanish Agency of Medicines and Medical Devices] and to all other relevant health authorities.

In the event of early termination of the Trial, the Trial Sponsor must pay for all of the services performed.

Pursuant to the Instruction 05/2010 of the ‘CatSalut’ and the Royal Decree 1015/2009 of 15 June, and following the recommendations of the Declaration of Helsinki, it is established that in those cases in which the Trial concludes and the drug is not authorized or is marketed but administered under conditions and/or according to instructions different from those included in the summary of product characteristics, the Sponsor can continue to supply the drug in accordance with the conditions set out in applicable legislation. However, this clause of the contract shall be applied in accordance with the subjective an objective (specific) characteristics of each patient, and is subject to the approval of the Sponsor, which shall be obtained with reference to the circumstances of each specific case.

The Sponsor must reach an agreement with the HUVH’s and VHIR’s pharmacy department in order to manage the prompt return of all the medication of the Trial. In the event that the medication is not returned

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within the appropriate time frame, the Sponsor should allow this medication to be destroyed by the above-mentioned service at Sponsor’s expense.

In these cases, the Sponsor agrees to withdraw the Trial medication in the shortest possible time in order to avoid any occupational risk or hazard because of the accumulation in the HUVH’s and VHIR’s pharmacy department.

13. CONFIDENTIALITY AGREEMENT

In accordance with the confidential nature of all the documentation on the investigational Product, which is property of the Sponsor, the VHIO, the VHIR, the HUVH, the Principal Investigator and personnel collaborating or participating in the Trial agree to:

a) Receive and store all of the information in a confidential manner.

b) Use the information received solely for the purposes and objectives set out in this Contract.

c) Disclose this information to third parties only with the prior written consent of the Sponsor, and only when the third party is involved in the Trial and agrees, in writing, to respect the confidentiality of the information in accordance with the terms established in this contract.

d) This confidentiality agreement binds both the Principal Investigator and all persons who collaborate with him or participate directly or indirectly in the Trial.

e) The foregoing shall not apply to information that:

f) Is or becomes part of the public domain outside of the responsibility of the Principal Investigator or of personnel who collaborate or participate in the Trial.

g) Is legitimately received by third parties without any violation of this confidentiality agreement by the Principal Investigator or personnel collaborating in the Trial.

h) Was previously known by the Principal Investigator or personnel collaborating or participating in the Trial at the time it was disclosed.

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i) Had to be disclosed in accordance with legal requirements (e.g. ECRm).

j) The Principal Investigator and personnel that collaborate or participate in the Trial must not use the information provided or any part thereof for their own benefit or for the benefit of third parties and shall not provide third parties with any material containing confidential information, unless this is provided for in this Contract.

14. PERSONAL DATA PROTECTION

In view of the nature of the Trial and the obligations of the Sponsor, when the personal data of research personnel, the parties to this contract and/or patients is stored and processed, appropriate measures must be taken to protect this data and prevent access to it by unauthorized third parties in accordance with Organic Law 15/99 of 13 December on Personal Data Protection.

The Monitor of this Study must maintain maximum confidentiality in respect of any type of data of a personal nature that he may access during the performance of his activities and under no circumstances shall assign personal data of patients to the Sponsor or to any third party.

Patient data communicated to the Sponsor shall be unlinked by means of a double encoding system so that the information he obtains cannot be linked in any manner to the identifiable or identified person. The Sponsor or his representatives must at all times comply with current regulations governing the protection of personal data.

The Sponsor declares his adherence to Farmaindustria’s Code of Personal Data Protection in the field of clinical research and Pharmacovigilance, details of which can be consulted in house, via the Internet, and by visiting Farmaindustria (www.farmaindustria.es) as well as the Spanish Agency for the Protection of Personal Data (www.agpd.es ). <This clause may be deleted in the event that it is not attached>

15. OWNERSHIP OF THE RESULTS AND INTELLECTUAL PROPERTY RIGHTS

The intellectual and industrial property rights which could arise from the experimental evaluation that is the subject matter of this Contract shall belong to the Sponsor, without prejudice to the intellectual property rights granted by law to the investigators.

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16. PUBLICATIONS

a) The Parties recognize that the research Team holds the right to publish the results of the research. Likewise, consideration shall be given to the possibility that all of the Parties to this Contract may be entered into the record as participants in the publication. Specifically, the Sponsor shall hold publication rights and obligations.

b) The results of this study shall not be published until the end of the Trial or prior to this if all of the Parties so agree.

c) The Sponsor shall not cite the names of the investigators without their prior authorization, except with regard to already published papers.

d) The Sponsor permits the publication of the data obtained in this Trial in journals of recognized scientific prestige and its dissemination at seminars and conferences within professional medical field, provided that there is compliance with the provisions of paragraph b) of this clause.

e) Any publication and/or dissemination resulting from medical investigation undertaken with products patented by the Sponsor must be agreed to by the Sponsor.

f) Section e) above is held to be applicable to the information obtained from the incomplete Trials or Trials suspended prior to their conclusion.

17. INSURANCE

In accordance with articles 9 and 10 of Royal Decree 1090/2015 of 4 December, the Sponsor declares that he has taken out a civil liability insurance policy with [...] and with policy number [...], which covers damages that could arise from the Trial constituting the subject matter of this Contract.

18. MASTER FILE OF THE TRIAL DOCUMENTATION

In accordance with the provisions of article 43.2 of Royal Decree 1090/2015, the Sponsor and the Principal Investigator shall preserve the content of the master file in paper or digital format for each Clinical Trial for at least

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twenty-five years after the conclusion of the Trial, or for a longer period if so stipulated in other applicable requirements, such as in the event that the study is submitted as a basis for the registration of a drug with regard to which there must be compliance with annex I of Royal Decree 1345/2007 of 11 October, or an agreement among the Sponsor, the Investigator and the HUVH.

In cases where it is so agreed, and in order to collaborate with the fulfilment of this storage and preservation duty, the Sponsor may pay an additional amount for this item which, in all cases, would be recorded in the Financial Report (Annex I).

19. STATEMENT ON THE USE OF GENETICALLY MODIFIED ORGANISMS

The Sponsor hereby declares that no Genetically Modified Organisms (GMO) are used in the performance of the Clinical Trial, as defined in Section 3 of the Royal Decree 178/2004 Royal, of January 30th, which approved the General Regulations for the development and execution of the Law 9/2003, of April 25th, establishing the legal regime for the confined use, voluntary liberation and commercialization of genetically modified organisms.

(Otherwise, this clause shall be removed and the Sponsor or the CRO will expressly communicate and inform the HUVH and the VHIR so as to ensure the viability and the safety of the Trial)

20. JURISDICTION AND APPLICABLE LAW

This Contract shall be subject to Spanish Legislation and in order to resolve any discrepancy which could arise with regard to the application or interpretation of the provisions of this Contract, the Parties submit, with an express waiver of any jurisdiction to which they could be entitled, to the jurisdiction of the courts and tribunals of Barcelona.

And in witness whereof the Parties hereto have caused this Contract to be executed in four (4) equally authentic counterparts at the place and on the date indicated above.

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Dr. Vicenç Martínez Ibañez Dr. Joan X. Comella Carnicé

By the HUVH By the VHIR

Mr. Andrés de Kelety Alcaide [...]By the VHIO By the Sponsor

A N N E X ICLINICAL TRIAL FINANCIAL BUDGET (Excel)

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A N N E X II

AGREEMENT OF THE PRINCIPAL INVESTIGATOR

The Trial with Protocol Code [...] Eudra CT [...], whose title is [...].

As Principal Investigator, I have knowledge of and accept each and every clause of this Contract and its annexes.

Doctor [...]Principal Investigator

Hospital Universitari Vall d’HebronUniversitat Autònoma de Barcelona