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Contract analysis / letter-transmitting-near-final-draft.docx
letter-transmitting-near-final-draft.docx
1018-00004 · 10 clauses
High · 2 Medium · 0 Standard · 1
I. Summary of Key Revisions Incorporated in the Near-Final Draft High
⚑ Non-compete / exclusivity restraint
I. Summary of Key Revisions Incorporated in the Near-Final Draft A. Subject-Injury Indemnification Provisions (Exhibit D) The indemnification provisions set forth in Exhibit D have been finalized in accordance with the structure agreed upon at the June 9 session and consistent with the indemnification term sheet exchanged between the parties on May 5, 2023. The near-final draft reflects the following framework: Pente
I. Confidentiality (Exhibit F) High
⚑ Non-compete / exclusivity restraint
I. Confidentiality (Exhibit F) Exhibit F sets forth the confidentiality obligations of the parties, which include the following key provisions: Confidentiality Term. A 10-year confidentiality term from the date of disclosure of confidential information by either party. Scope of Confidential Information. Confidential information includes all Protocol-related information, investigational product specifications, manufac
II. Remaining Bracketed Items
II. Remaining Bracketed Items We wish to draw your attention to the fact that the near-final draft contains a minimal number of remaining bracketed provisions, specifically:
1. Schedule 1 — Participating Site List. The final list of 38 participating Veridian Netw
1. Schedule 1 — Participating Site List. The final list of 38 participating Veridian Network sites requires confirmation. We understand that Diane Prescott's team at Veridian is in the process of finalizing the site list and expects to provide confirmation shortly. We would appreciate receiving this confirmation at the earliest opportunity so that Schedule 1 may be completed.
2. Exhibit C — Form of Individual Site Agreement. Minor conforming edits to the Form of I Standard
⚑ Commercial term
2. Exhibit C — Form of Individual Site Agreement. Minor conforming edits to the Form of Individual Site Agreement are required to reflect the agreed termination wind-down payment language set forth in Article 12 and Exhibit B. These edits are purely ministerial and involve updating internal cross-references and incorporating the prorated site maintenance fee language into the site-level payment schedule. We view both
III. Request for Final Comments and Proposed Timeline
III. Request for Final Comments and Proposed Timeline We respectfully request that Veridian and Whitmore, Jansen & Callahan provide any final comments or edits to the near-final draft by Wednesday, June 21, 2023. It is the shared objective of both parties to finalize the execution version of the MCTA by Friday, June 23, 2023, and to execute the MCTA on or about June 28, 2023. As you know, the target first-patient-in
IV. Conditions Precedent Reminder
IV. Conditions Precedent Reminder We wish to remind both parties that upon execution of the MCTA, the parties will need to promptly satisfy the following conditions precedent to closing: • Insurance Certificates. Delivery of certificates of insurance by both Penterra (through Briarcliff Mutual Insurance Company) and Veridian/sites within 15 business days of execution. • IRB Approvals for Lead Sites. Obtaining IRB app
V. Availability for Discussion
V. Availability for Discussion Should you, your colleagues, or Veridian's team wish to discuss any remaining points or have any questions regarding the near-final draft, Miriam Calloway and Sean Morrissey are available to discuss by telephone or videoconference at your convenience. For day-to-day drafting questions and coordination regarding the remaining bracketed items and conforming edits, please do not hesitate t
1. Near-Final Draft — Master Clinical Trial Agreement (clean) (dated June 16, 2023)
1. Near-Final Draft — Master Clinical Trial Agreement (clean) (dated June 16, 2023)
2. Near-Final Draft — MCTA Redline Against Second Draft (May 19, 2023)
2. Near-Final Draft — MCTA Redline Against Second Draft (May 19, 2023)