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Document Preview Master Research Agreement |
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Title: |
Master Research Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
24KB total |
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Price: |
$40 |
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ID: |
#2717689 |
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MASTER RESEARCH AGREEMENT
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BETWEEN: |
CENTRE HOSPITALIER UNIVERSITAIRE DE QUBEC, a corporation duly constituted, having its head office at 11, Cte du Palais, Qubec, Qubec, G1R 2J6, represented by and acting through Mr. Ren Rouleau, its General Manager, duly authorized for the purposes hereof, as he so declares, |
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(hereinafter referred to as CHUQ) |
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AND: |
ENDOCEUTICS, INC., a corporation duly constituted, having its principal place of business at 2989, de la Promenade, Qubec, Qubec, G1W 2J5, herein acting and represented by Dr. Fernand Labrie, its President and Chief Executive Officer, |
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(hereinafter referred to as EndoCeutics) |
WHEREAS EndoCeutics is a corporation involved in scientific research and experimental development for the prevention and treatment of diseases or conditions in humans and/or animals and more specifically in the field of endocrine-related cancer and other endocrine-related diseases, especially womens health and aging;
WHEREAS EndoCeutics desires to retain the services of CHUQ to pursue scientific research and experimental works and to initiate and perform multiple projects, each to be outlined in a separate task order as more fully described in Schedule A (the PROJECTS);
NOW THEREFORE, ENDOCEUTICS AND CHUQ HEREBY AGREE AS FOLLOWS:
ARTICLE I
OBJECT OF THE AGREEMENT
| 1.1 | CHUQ undertakes to perform in Quebec, through its Laboratory of Molecular Endocrinology and Oncology, to the sole benefit of EndoCeutics, the research works described in each PROJECT and entrusts the management thereof to Dr. Claude Labrie (the Head Researcher). The research work will consist of multiple PROJECTS, each to be outlined in a separate task order which will include the Scope of work, payment terms and a PROJECT specifications worksheet and which shall be governed by this Agreement. CHUQ undertakes to |
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perform the research works in accordance with the parameters set out in each PROJECT and the generally recognized trade practices that apply to university research, but in no way guarantees to EndoCeutics that the results will lead to marketable products. |
| 1.2 | CHUQ shall be the sole entity in charge of the realization of the PROJECTS, and acknowledges that it may not subcontract the PROJECTS or any part thereof to a third party without the written consent of EndoCeutics. |
| 1.3 | For the purposes of realizing the PROJECTS, CHUQ agrees to assign to the PROJECTS all necessary research staff and physical resources. In the event of the incapacity, death or departure of the Head Researcher, CHUQ shall give EndoCeutics the choice of another professor/researcher in replacement. EndoCeutics may decide not to pursue the PROJECT if this choice is not acceptable and for reasonable grounds. |
| 1.4 | In addition to the responsibilities/obligations outlined herein, CHUQ and Head Researcher will have specific responsibilities outlined in the Task order for each PROJECT and, without limiting the generality of the foregoing, will have to comply with any and all regulations applicable to the research works, including but not limited to the Personal Information Protection and Electronic Document Act, s.c. 2000, c.5 and those governing the performance of each PROJECT such as the Federal Food, Drug and Cosmetic Act and regulations of the Therapeutic Products Directorate of Health Canada (TPD and the Food and Drug Administration (FDA). |
ARTICLE 2
TERM AND TERMINATION
| 2.1 | This Agreement shall come into force upon the accomplishment of the condition stated in Articles 8 and 16 herein, and terminate on December 31, 2010, subject, however, to the period of renewal mentioned below. |
| 2.2 | Upon expiry of the period stipulated in subsection 2.1, this Agreement shall automatically be renewed for a term of twelve (12) months, and for subsequent periods of twelve (12) months thereafter, unless either party gives to the other party written notice of five (5) months prior to termination of this Agreement or any renewal hereof. An extension notice from EndoCeutics should include, in case of renewal, a description of the research projects to be pursued and should be transmitted seven (7) months prior to termination of this Agreement. Unless otherwise agreed to by the parties and subject to Article 1 hereabove, any extension of the initial term of the Agreement shall be made upon the same terms and conditions that were established for the initial period of the Agreement, with the exception of EndoCeutics, which shall give CHUQ a notice indicating a description of any new research works to be executed and the amount that it intends to invest in these new PROJECTS for the subsequent period at least seven (7) months before the said period begins. |
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