THIS Agreement is made this _______ day of _____, 200_ ("Effective Date"), between The University of Texas _________, __________________, _________, Texas _____ ("Institution"), a component of The University of Texas System ("System"), and _________________ ("Sponsor"), to conduct a laboratory study and evaluation ("Study"). Institution and Sponsor agree as follows:

1. PROTOCOL

1.1     Institution agrees to use its best efforts to conduct the Study, as an independent contractor, in accordance with Institutional policy, applicable laws and regulations and the Project, "[INSERT TITLE OF PROJECT]" as described in Exhibit A attached hereto and incorporated herein. The Study will be supervised by _________________, M.D., (Principal Investigator"), an employee at Institution, with assistance from associates and colleagues as required.

1.2     Sponsor agrees to engage the services of Institution to conduct the Study and further agrees to provide at no cost to Institution the (samples, drugs, materials) for the conduct of the Study.

2. AWARD

2.1     In consideration for performance of the Study by Institution, Sponsor shall pay Institution $____________.00 for Study expenses and other related costs. This amount, shown by approximate category of expenses in Exhibit B attached hereto for information only, is payable in _______ installments in the amount of $________ .00 each. The first payment is payable within 30 days of the Effective Date and the final payment will be due upon completion of the study.

3. TERM AND TERMINATION

3.1     This Agreement shall continue in force until the earlier of (i) completion of the Study as mutually agreed upon by the parties; or (ii) _______ months from the date set forth above; provided, however, that either party may terminate this Agreement by giving 30 days advance notice to the other.

3.2     Upon early termination of this Agreement, Sponsor shall be liable for all reasonable costs incurred or obligated by Institution at the time of such termination, subject to the maximum amount specified in Article 2. Sponsor shall pay Institution for such costs within 30 days of receipt of an invoice for same.

3.3     Upon termination of this Agreement, Institution shall return Sponsor's materials and equipment to Sponsor.

4. INDEMNIFICATION

4.1     Institution shall, to the extent authorized under the Constitution and laws of the State of Texas, indemnify and hold Sponsor harmless from liability resulting from the negligent acts or omissions of Institution, its agents or employees pertaining to the activities to be carried out pursuant to the obligations of this Agreement; provided, however, that Institution shall not hold Sponsor harmless from claims arising out of the negligence or willful malfeasance of Sponsor, its officers, agents, or employees, or any person or entity not subject to Institution's supervision or control.

4.2     Sponsor shall indemnify and hold harmless System, Institution, their Regents, officers, agents and employees from any liability or loss resulting from judgments or claims against them arising out of the activities to be carried out pursuant to the obligation of this Agreement, including but not limited to the use by Sponsor of the results of the Study; provided, however, that the following is excluded from Sponsor's obligation to indemnify and hold harmless:

6. PUBLICATION AND CONFIDENTIALITY

6.1     The parties reserve the right to publish or otherwise make public the data resulting from the Study. The party so wishing to publish or make public shall submit any manuscript or release to the other party for comment 30 days prior to publication or release.

6.2     Except as otherwise required by law or regulation, neither party shall release or distribute any materials or information containing the name of the other party or any of its employees without prior written approval by an authorized representative of the non-releasing party, such approval shall not be unreasonably withheld.

6.3     Each party shall hold in confidence for 3 years after the termination of this Agreement any confidential information identified as confidential and obtained from the other party during the term of this Study. Nothing herein, however, shall prevent Institution or any other component of System from using any information generated hereunder for ordinary research and educational purposes.

7. GENERAL

7.1     This Agreement, including the attached Exhibit A and B, constitutes the entire and only Agreement between the parties relating to the Study, and all prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof, including the exhibits attached hereto, may be made except by a written document signed by the duly authorized representatives of the parties.

7.2     Any conflicts between the Project and this Agreement are controlled by this Agreement.

7.3     This Agreement shall be construed and enforced in accordance with the laws of the State of Texas.

7.4     This Agreement anticipates educational training and may involve health science postgraduates and other students of the Institution.

7.5     Any notice required by this Agreement must be given by prepaid, first class, certified mail, return receipt requested, addressed to:

INSTITUTION
_______________________________
_______________________________
_______________________________
ATTENTION: ___________________
FAX: __________________________
PHONE: _______________________

or in the case of SPONSOR to:

_______________________________
_______________________________
_______________________________
ATTENTION: ___________________
FAX: __________________________
PHONE: _______________________

or other addresses as may be given from time to time under the terms of this notice provision.

IN WITNESS WHEREOF, Institution and Sponsor hereby enter into this Agreement as of the Effective Date, and execute 2 original counterparts.