Lump Sum Research Contract - Contract No. at-(40-1)-1998

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THIS CONTRACT, entered into this ,b of '-.<uL1, 1955, effective as of June 1, 1955, by and between the mI?ED STATES OF AMERICA (hereinafter called the llGovernmenttt), acting through the UNITED STATES ATOMIC ENERGY COMMISSIm (hereinafter called the tlCmmissionlt) and t h e MIAMI HEART INSTITUTZ, INC. (hereinafter called the I1Contractort1); ARTICLE I - PURPCGE AND SCOPE 1. The Commission, i n furtherance of its policy of assisting and fostering private research, desires to support the Contractor's fundmental research i n the field of atomic energy. 2. The w rk shall consist of research by the Contractor into the influence of certain diets, vitamins and hormones upon cholesterol synthesis and heparin concentration of ccnnective tissues. the problem and t h e agreed upon program and budget for the project are described in Appendix "An, which i s herebg made a part of this contract. The Contractor shall be guided by, but not bound t o conform t o the detds The plan of approach t o 3. The Contractor shall furnish all services, fac ili th s, equipment, supplies and materials (except such services, equipnent, supplies and materials as the Guvernment has agreed t o furnish herein) required for the performance of the research program described i n Section 2. above. 4. The work will be carried out by the Contractor under the direct im of D r . Nancy L. Noble as Senior Investigator. 1. The initial pericd of performance for the research project covered by this contract will cmmence on June 1, 1955, ard will end on May 31, 1956. It i s recognized that completion of the research work under this contract may involve a period of several years and that the tern of this contract may be extended by mutual agreement. a. In consideration of the performance of the research activities described in Title I of Appendix llA1l, a d the Contractor's agreement t o support t h a t work i n the estimated amount of Eight Thousand, One Hundred

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Eighty Dollars ($8,180.00), the Government dll pay t o the Contractor f o r the first period of performance the sum of 'hoelve Thousand, Five Hundred Dollars a. On o r before the date of conmencement of work on the project described In Appendix "An, the Government shall pay t o the' Contractor upon submission by the Contractor of a properly certified voucher, h s per cent of t h e agreed consideration. b. On o r befors the expiration of six months from the date of commencement af the project, the Government shall p q to the Contractor, upon ,submission by the Contractor of a properly certified voucher, 45 per cent of the agreed consideration. C. Upon rqceipt and acceptance of a satisfactory progress report, i n cases where t h e contraqt is to be renewed, or the final reRort if the contract is not t o be renewed, the Government shall pay to the Contractcr, upon su his sion by the Contractor of a properly certified voucher, the m a i n i n g l0 per cent of the agreed consideration. An extension af the contract tern without additional funds shall not be considered a renewal of the contract and i n such cmes the retained 10 per cent of the agreed cm side ration will be paid upon submission and acceptance of a satisfactory d, I n the event the contract is renemd, payments tothe Contractor of any additional amount t o be paid by the Government shall be made for the extended term i n accordance with the schedule outlined in Paragraphs a.) bo, 3. Progrdm and Budget f o r Subsequent Periods m e n renewal of the contract is desired, the Contractur shall submit t o the Commissionfs Oak Ridge Operations Office a renewal proposal as outlined i n Appendix "Cn, attached hereto. then negotiate as t o the amounts each will contribute for the services t o be performed during the ensuing period, taking into consideration the actual costs incurred during the current period i n comparison with the cost estimates in the contract, and, upon agreement, shall execute a formal m dui cation of The contractor and the Commission shall

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ARTICLE IV - REPORTS, RECORDS AND INSPECTION 1. The Commission shall have the right to inspsct i n such 311811ner and a t such times as it deems 'appropriate all activities of the Contractor arising i n the course of the work under this contract. 2, The Commission shall at all times be afforded access t o the praises and t o all technical records, correspondence, instructions, drawings and memoranda of record value of t h e Contractor pertdning 3 0 The Contractor shall make progress and other reports i n such manner and at such times as specified i n Appendix I'C" which is attached and hereby made a part of this contract. 4. Examination of Records a. The Contractor agrees that the Comptroller General of t h e United States or any of h i s duly authorized representatives shall have access t o and the right to examine any directly pertinent books, documents, papers and records ofthe Contractor involving transactions related t o this colrtract until the expiration of three years after final payment d e r this contract. b, The contractor further agrees t o include i n all his 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 have access t o ard the right to examine any directly pertinent books, documents, papers, and records of such subcontractor involving transactions related tothe subcontract until the expiration of t h r e e years after final payment der this contract. The term "subcontractt1 as used herein means any purchase order o r agreement to prform all or any part of t h e

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work or t o make or furnish any materials required f o r the performance of this contract, but does not include (1)purchase orders not exceeding $1,000, (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public, or (3) subcontracts or purchase orders f o r general invmtory items not specifically identifiable with the work under this contract. C. Nothing i n this contract shall be deemed t o preclude an audit by the General Accounting Office of any transaction der this contract. In consideration of the Contractorts contribution tothe research project described i n Appendix "A' of this contract, title to all materials, tools, machinery, equipnent and supplies, acquired from any source including t h e Government, or manufactured by the Contractor under this cm tracts hall vest in the Contractor, except that title to items of property described i n Section 2. b. of Appendix "Aw shall v e s t ARTICZE V I - PURCHASE OF RADIOISOTOPES The Contractor shall purchase, tothe extent available i n appropriate fonn, all radioisotopes, irradiation services and cyclotron time required i n the performance of the work hereunder, through t h e Commissionts Isotopes Division, Post Office Box E, Oak Ridge, ARTICLE V I 1 - GENERAL PWVISICNS The provisions of Appendix nBn attached hereto, a r e hereby made a part of this contract. The following alterations to this contract were made by mutual agreement of the parties prior to its execution: None.

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IN WITNESS llMEREoF, the parties hereto have executed t h i s contract the day and year first above written. UNITED STATFS OF aMwIC4 ACCEPTANCE BY SBNIOR INVESTIGATOR I have read the foregobg contract and the Appendices attached hereto and made a part hereof and agree to be bound by the provisions of t h i s

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Miami Heart Institute, Inc. This TITLE I describes the research program and cost es tim tes agreed upon between the Comnission and the Contractor f o r the first period of performance. a. Scope and Plan of Amroach: Using the radioisotopes Carbon-U, and Sulfur-35, cholesterol synthesis i n the aorta will be studied by the Contractor by sponge-tissue cult u r e biopsy in a number of animal species including man. Factors will be studied using radioisotope tracers which bear on the in vitro cholesterol synthesis following which i n vivo studies will be made an similar factors with donor animals. Su1fur-35 will be used in studies of heparin synthesis, especially with res pct to the connective tissue a. Outline of cost estimates for the f i r s t period: (1) Salaries ad Wanes: $lO,S00.00 Research Assistant, Technicians 1,500.00 (4) Animal Care w d Special Laborators b. Items of property t o be pocured o r manufactured by the Contractor during this period, title to which will vest inthe Gwernment (see Article V):

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(FOR DIRECT AEC RESEARCH CONTRACTS) a. Whenever any p ten table invention or discovery is made or conceived by the Contractor or its employees i n the course of any of the work under this contract, the Contractor s h a l l furnish the Canmission with canplete information thereon; and the Commission shall have the sole power t o determine whether or not and where a patent application shall be filed,adto determine the disposition of the title t o and rights der any application or p tent that may result. The judgment of the Commission on these lnatters s h a l l be accepted as final ; and the Contractor, for itself and for its employees, agrees that the inventor or inventors will execute all documglts and do all things I. cessary o r proper t o carry out the judgnent of the b. No claim f o r pecuniary award under t h e provisions of the Atomic Energy Act of 1946 or the Atomic Ehergp Act of 1954 s h a l l be asserted by the Contractor or i t s employees with respect t o any invention or discovery made or conceived i n t h e course of am of the work under this contract. c. Except as otherwise authorized i n writing by the COnnnission, the Contractor will ' obtain patent agreements t o effectuate the purposes of pragraphs a. and b. of this Article fm mall persons who perform any part of the work under this contract, except clerical and mama1 labor personnel who will not have access to technical data. d . Ekcept, a s otherwise authorized i n writing by the Commission, the Contractor will insert in all subcontracts provisions making paragraphs a., b., ard c. of this Article applicable t o the subcontractor and its employees. The Contractor shall have full freedom of publication of the results of the research der this contract a d the Contractor i s urged t o disseminate the results of the work through customary scientific publication channels, except that " restricted data" as defined in t h e Atomic Energy Act of 1954 shaU be governed by the provisiops of Paragraph 3 of this Appendix "B". ' All publications shall include a reference that the results were developed under a Commissi'on spon-

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a. It is unlerstood that the work under this contract will not inoolve restricted data or other class if led matter and that the Contractor will perform such work as unclassified work. Hwever, i f in t h e course of such work any discoveries a r e made or any data used or doveloped that constitute restricted data or other classified matter, the Contractor shall promptly inform the Canmission and dll be b d by the folloWing: 1) Contractor's M y t o Safenuard Restricted Data and ather thia contract the Contractor shell, in accordance with the Corarmiseion' s security regulations and requirements, be responsible for safeguarding restricted data and other classified matter and protecting against sabotage, espionage, lose and theft, the classified document 5 , materials, equipneat, processes, etc., as well as such other material of hi& intrinsic or strategic value as may be i n the Contractak's possesaim in connection with performance of work der this contract. Except as Contractor shall upon canpleticm or termination of t h i s contract transmit t o the Comissicm any classified matter in the possesuian of the Contractor or any person under the Contractor's control in connection w i t h prformance of this contract. I n the performance of the mrk under tiona. The Contractor agrees t o conform t o all security Definition of Restricted Data. The term "Restricted &taw, as used in this article, means all data concerning (1)design, manufacture, or util ilta tim of atomic weapons; (2) the production of special nuclear material; or (3) the use of special nuclear material i n t h e production of energy, but shall not include data declassified or removed from the Restricted Data category pursuant t o section uc2 of the Atanic Energy Act d (4) Security Clearance of Personnel. &ccpt as the Cambeion may authorize, i n accordance Wrth t h e Atomic Energy Act of 1954, the Contractor shall not p d t any individual t o have access t o Restricted Data until the designated investigating agency 8hall have made a n imrestigaticm and report t o the Camdssian on the character, associations, and loyalty of such Individual and the Cds sion shall have determined that pn dt ting such person t o have access t o Restricted Data Will not endanger the comna ~defense axld security. As wed in this paragraph, the

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Civil %rvice Camnission or the Federal Bureau of Inveatigaticn, or both, M determined pursuaut t o the provisions of the Atanic Energy Act of 1954. ( 5 ) Crindnal Liability. It is understood that disclosure of lnformaticm relating t o the work or services mdered hereunder t o person not entitled t o receive It, or fd lure to safeguard Restricted Data or any top secret, secret, or confidential matter that may come t o the Contractor or my pmn under the Contractor's ccmtrol i n connection with work under this contract, map sub*& the Contractm, h i s agents, emfioyees, d subcontractors t o criminal liability under the laws of the United Stater. (See the A t d c Emrgp Act of 1954, 68 Stat. 919), (See a l s o Executive Order 10104 of February 1, 1950, 1 5 F. R. 597.) ( 6 ) Sdcontracts and Purchase Orders. Except as d h e d 8 e authoriced i n writing by the Contracting Officer, the Contractor shall Insert pravisionr similar t o the foregoing in all subcontracts and purchase orders urder this cartract. b. The contirmation bp the Contractor of work found t o involve restricted data will be aubject t o mutual agrement of the Cammirslon a d the Contractor urd sht0.I be covered by a modification of t h i s agrement. Except as otherwise prodded In this contract, any dispxte concerning a question …