Supplemental Agreement - Contract No. at-(40-1)-2675, Modification No. 2

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Modif ieat ion No. 2 THIS SUPPLEMENTAL AGREEMENT, entered into this11th day Of December , 1961, effective as of the 1st day of January, 1962, by and between the UNITED STATES OF AMERICA (here in after called the "Government"), represented here in by the UNITED STATES ATOMIC ENERGY COMMISSION (here in after called the "ComWHEREAS, the parties here to have heretofore entered into Contract No. AT-(40-1)-2675 and Modification there to numbered 1(here in after called the "contra'tt'') providing for the Contractor ' s performance of certain research; WHEREAS, the parties desire to amend the contract to provide for : (a) the continuance of this research without additional funds ; (b)the revisions and/or addit ions of certain provisions thereof i n accordance with current applicable rules and regulations of the Commission; and (c)as a result there of,restate the provisions of this contract as of the effective date of this Supplemental Agreement; and WHEREAS, this Supplemental Agreement is authorized by and executed under t h e Atomic Energy Act of 1954; NOW, THEREFORE, the parties do mutually agree that the contract(in - clu ding its Appendices "B" and "C", only) is hereby revised to read as 1. The work shall consist of the evaluation of liver function with upon program and budget for the project are described in Appendix "A", which is hereby made apart of this contract. The Contractors hall be guided by, but not bound t o conform to the details of,the budget described The plan of approach tothe problem and the agreed 2 . The Contractors hall furnish all services,facilities, equipment, supplies and materials (except such services, equipment, supplies and materials as the Government has agreed to furnish here in)required for the performance of the research program described in section 1, above.

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3. The work will be carried out by the Contractor under the direction gators hall be made only with the written concurrence of the Commission, but without the necessity of a formal modification of the contract. Any change in Senior Invest i - 4. The Contractor shall commence the work a s soon as feasible, prosecute it with due diligence and submit the reports required in Appendix "C", attached here to and made apart here of,as early as practicable but not later than the dates specified in Appendix "C". 3 . The period during which the work under the contract may be conducted shall end on April 30, 1962. b. In consideration of the performance of the research activities described in TITLE I1 of Appendix "A", and the Contractor ' s agreement t o support that work in the estimated amount of Eight Thousand, Six Hundred Dollars ($8,600.00), the Government shall pay tothe Contractor Ten Thousand, Five Hundred Fifty Dollars ($10,550.00) ($10,000.00 i n new funds and $550.00 agreed t o be t h e balance remaining unexpended from previous work under this contract) a . On or before the date of commencement of work on the project described in Appendix "A", the Government shall pay to the Contractor, upon submission by the Contractor of a proper voucher, 45 percent of the agreed zon side ration ; provided, however, that this payment shall be reduced by the amount of the balance agreed t o be remaining unexpended from previocs work under this contract. b. On or before the expiration of six months from the date of commencement of the project,the Government shall pay tothe Contractor, upon submission by the Contractor of a proper voucher, 45 per cent of the agreed consideration. c. Upon receipt and acceptance of a satisfactory progress report, in cases where the contract is tobe renewed, or the final report if

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the contract is notto be renewed, the Government ehall pay tothe Contractor, upon submission by the Contractor of a proper voucher, the remaining 10 per cent of the agreed consideration. An extension of the contract work without additional funds shall not be considered a renewal of the contract and i n such cases the retained 10 percent of the agreed consideration will be paid upon su his sion and acceptance of a satisfactory final report. d. In the event the contract is renewed, payments tothe tractor of any additional amount t o be paid by the Government be made for the extended work i n accordance with the schedule lined in subsections a,b, and c , above. When renewal of the contract is desired, the Contractor shall submit a renewal proposal,a progress report and a 200-word summary i n such manner and a t such times as specified in Appendix "'C". The Contractor and the Commission shall then negotiate as to the amounts each will contribute for the additional research activities to be conducted, taking into conside ration the actual costs incurred for the current work i n comparison with the cost estimates in the contract, and, upon agreement, shall execute a formal modification of the contract. ARTICLE I V - REPORTS. RECORDS AND INSPECTION 1. The Commission shall have the right to inspect in such manner and a t such times as it deems appropriate all activities of the Contractor aris - ing in the course of the work under this contract. 2 . The Commission shall at all times be afforded access tothe premises and to all technical records, correspondence, instructions, drawings and memoranda of record value of the Contractor pertaining to said work. 3. The Contractor shall submit a complete scientific report and such other reports as may be required in Appendix "C" i n such manner and a t such times as specified in Appendix "C" and shall submit such other reports as required by this contract in such manner and a t such times a s requested by 4. Examination of Records a . The Contractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of three years after final payment under this contract, have access t o and the right to examine any directly

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pertinent books, documents, papers and records of the Contractor involving transactions related to this contract. b. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall,until the expiration of three years after final payment under the subcontract, have access t o and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor, involving transactions related to the subcontract. The term "subcontractg' a s used in this clause excludes (i) purchase orders not exceeding $2500 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. c. Nothing in this contracts hall be deemed to preclude an audit by the General Accounting Office of any transaction under this contract. 1. In consideration of the Contractor ' s contribution to the research project described in Appendix "Aq' of this contract,title to all materials, tools, machinery, equipment and supplies acquired from any source,including the Government, or manufactured by the Contractor under this contract,shall vest in the Contractor, except that title to items of property described i n subsection 2.b. of Appendix "A" shall vest or remain inthe Government. Additional items may be added t o such subsection 2.b. in writing without the necessity for a formal modification of the contract. Appendix "A", title to which shall vest or remain inthe Government, is here in after referred to as "Government Property". Title to any property acquired by the Contractor for the Government a s provided in this contracts hall pass directly from the vendor thereof tothe Government. Title to Government Property shall not be affected by the incorporation of the property into or the attachment of it t o any property not owned by the Government, nor shall such Government Property, or any part there of, be or become a fixture or lose its identity as personal ty by reason of af fixation to any realty. b. Identification. To the extent directed by the Contracting Officer,the Contractor shall identify Government Property coming into the Contractor ' s possession or custody by marking or segregation i n such a way, satisfactory to the Contracting Officer,as shall indicate its ownership by the Government.

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c. Disposition. The Contractor shall make such disposition of Government Property which has come into the possession or custody of the Contractor under this contract as the Contracting Officers hall the progress of the work or upon completion or termination of this contract,the Contractor may, upon such terms and conditions as the Contracting Officer may approve, sell or exchange such property, or acquire such property at a price agreed upon'by the Contracting Officer and the Contractor as the fair value there of. The amount received by the Contractor as the result of any disposition, or the amount of the agreed fait value of any such property acquired by the Contractor, shall be applied in reduction of the consideration provided by the Government under this contract, or shall be otherwise credited to the account of the Government, as the Contracting Officer may direct. Upon completion of the work or the termination of this contract, or a t such earlier time a s may be requested by the Contracting Officer,the Contractors hall render an ac mun ting,as prescribed by the Contracting Officer, of all Government Property which has come into the possession or custody of the Contract ot under this contract. When authorized in writing by the Contracting Officer during d. Protection of Government Property - Classified Materials. The Contractor shall take all reasonable precautions, a8 directed by the Contracting Officer, or inthe absence of such directions in accordance with sound industrial practice,to safeguard and protect Government Property in the Contractor * s possession or custody. shall be taken by the Contractor in the protection of and accounting for any classified or special materials involved inthe performance of this contract,in accordance with the regulations and re qu ke ment s of e. Risk of Loss of Government Property. The Contractors hall not be liable for loss or destruction of or damage to Government Property in the Contractor ' s possession unless such loss, destruction or damage results from wilful misconduct or lack of good faith on the part of the Contractor ' s corporate officers or the Senior Investigator under this contract, or unless such loss, destruction or damage results from a failure on the part of the Contractor ' s corporate officers or the Senior Investigator under this contract to take all reasonable steps t o comply with any appropriate written directives of the Contracting Officer to safeguard such property under subsection 2.d. hereof.

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f.Steps to be Taken In Event of Loss. Upon the happening of any loss or destruction of or damage to Government Property in the possession or custody of the Contractor,the Contractors hall immediately inform the Contracting Officer of the occasion and extent there of,shall take all re aw n able steps to protect the property remaining, and shall repair or replace the lost, destroyed, or damaged property if and a s directed by the Contracting Officer, bu% shall take no action prejudicial to the right of the Government t o recover there for and shall furnish to the Government on request all reasonable assistance in obtaining recovery. g. Government Property for Government Use Only. Except as other - wise authorized by the Contracting Officer, Government Property shall be used only for the performance of this contract. ARTICLE V I - PROCURWENT OF MATERIAL AND SERVICES FROM COMMISSION FACILITIEX; COMPLIANCE WITH ODMMISSION REGULATIONS The Contractor shall comply with all licensing and other requirements of the Commission with respect to possession and use of by-product material, source material, and special nuclear material(as these terms are defined inthe Atomic E$;ergy Act of 19541, and may purchase or acquire such materials, from the Commission or Commission facilities in accordance with applicable proc eh res. The provisions of Appendix "'B'', dated October 1, 1961, attached here to, are hereby made a par: of this contract. The following alterations to this contract were made by mutual agreement of +he parties prior to its execution: None.

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IN WITNESS WHERIDF, the parties here to have executed this Supplemental Agreement the day and year first above written. UNITED STATES OF AMWICA BY: UNJTED STATES ATOMIC EN-GY COMMISSION WITNESSES : EMORY UNIVERSITY ACCEPTANCE BY SENIOR INVESTIGATOR TITLE : Treasurer and Controller I have read the foregoing Supplemental Agreement and the Appendices attached here to and made apart hereof and agree to be bound by the provis ions of this document. 1- Senior Invedt i gator

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(FOR DIRECT AEC RESEARCH CONTRACTS) Whenever any invention or discovery is made or conceived by the Contractor or its employees in the course of or under this contract,the Contractors hall furnish the Commission with complete information there on ; and the Commission shall have the sole power t o determine whether or not and where a patent applications hall be filed, and t o determine the disposition of the title to and rights under any application or patent that may result. ment of the Commission on these matters shall be accepted as final ; and the Contractor,for itself and for its employees, agrees that the inventor or inventors will execute all documents and do all things necessary or proper to carryout the judgment of the No claim for pecuniary award or compensation under the provisions of the Atomic Energy Acts of 1946 and 1954 shall be asserted by the Contractor or its employees with respect t o any invention or discovery made or conceived in the course of or under this contract. Except as otherwise authorized in writing by the Commission, the Contractor will obtain patent agreements to effectuate the purposes of paragraphs a . and b. of this clause from all persons who perform any part of the work under this contract, except such clerical and manual labor personnel as will not have access to technical Except as otherwise authorized in writing by the Commission, the Contractor will insert in all subcontracts provisions making this clause applicable to the subcontractor and its employees. Except as otherwise authorized in writing by the Commission, the Contractor will insert in all purchase orders and supply subcontracts,for the procurement of any materials,tools, machinery, equipment or supplies described in subsection 2.b. of Appendix "A" of this contract,provisions securing for itself and for the Government indemnification against liability for patent infringement with respect to the manufacture, use and sale of such materials,tools, machinery, equipment or supplies.

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It is intended that the Contractors hall 'nave full freedom of publi cation of the results of the research under this contract and the Contractor is urged to disseminate the results of the work through customary scientific publication channels, except that f Qe st tic ted Data" a s defined inthe Atomic Energy .kt of 1954 shall be governed by the provisions of Clause 3. of …