RESEARCH CO-SPONSORSHIP AGREEMENT

 This RESEARCH CO-SPONSORSHIP agreement is made on March 22, 2005 between the Goldman Philanthropic Partnerships (hereinafter GPP), an Illinois non profit, 501c3 corporation, and ________________________________________________________ (GPP Partner), an _________________________________, in order to jointly seek out, validate, fund, manage and report on innovative research that has the potential to accelerate cures for catastrophic diseases, and that might not otherwise find funding.

1. TERM

This Agreement shall begin on the date above and shall continue for five years.  Either party may terminate this Agreement without cause by serving notice in writing upon the other party no later than 120 days prior to the effective date of termination.

2. RESEARCH SUBMISSION, REVIEW AND VALIDATION PROCESS

a. Submission

            i. GPP may request from GPP Partner research proposals designed to meet the requirements of existing GPP donors, and GPP Partner will use its best efforts to submit research proposals that meet these requirements and GPP research proposal guidelines. 

            ii. GPP Partner may request that GPP consider research proposals that GPP Partner believes meet GPP research proposal guidelines and GPP agrees to use its best efforts to find donors for projects that meet its guidelines and that pass GPP review and validation.            

b. Review 

            i. Once GPP receives a proposal that meets GPP research proposal guidelines, GPP staff and science advisors will conduct an independent review to validate the proposal, including whether it is likely to accelerate the creation of a better treatment or cure.  Only proposals that are validated approved by GPP and its science advisors will be offered to GPP donors for selection and funding.

            ii. Each GPP review will be completed in a timely manner after receipt of a complete research proposal.   

c. Validation

            i. Once GPP staff and science advisors have validated a proposal, it will be presented to GPP donors.  If a proposal is selected for funding by GPP donors, it becomes a Donor Approved Research Project, and GPP will notify the GPP Partner so the parties can finalize the documentation of the Project. 

            ii. If a proposal is not selected for funding by existing donors, GPP will inform the GPP Partner that no donors are available.  In the alternative and in its sole discretion, GPP may undertake to locate new donors on behalf of the proposal and will provide the GPP Partner with a time frame for a future decision.

3. FUNDING

            a. GPP Partner agrees to fund at least 50% of any approved Research Project, and GPP donors will fund the remainder. 

            b. GPP donors shall continue to fund an approved Research Project as long as it meets the aims and goals established in the applicable Business Plan Documents, including the Condition of Awards and the Research Roadmap™. 

4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

            a. The parties agree to maintain the confidentiality of research proposals that are submitted to GPP pursuant to this Agreement, unless both parties agree otherwise in writing concerning a specific research proposal. 

            b. The parties agree that disposition of intellectual property rights in any Research Project shall be addressed in an agreement specific to a particular Research Project.

5. FINANCIAL OVERRUNS

            a. Any funded amounts remaining at the conclusion or termination of a Research Project shall be returned to the parties in proportion to the relative ratio of the actual cash contributions of each party to that specific Research Project.  Alternatively, the parties can agree to maintain the funds in a separate account for use in co-sponsoring future research. 

            b. Any overruns in a Research Project agreed to by the parties shall be borne by them in proportion to their relative initial funding percentages, unless otherwise agreed to in writing by the parties. 

6. PUBLIC RELATIONS

Unless otherwise specified in writing, each party is free to publicize this agreement and any jointly funded Research Project. 

7. SURVIVAL

The terms of Sections 3, 4 and 5 shall survive the termination of this Agreement.

In witness whereof the parties have signed this Agreement as set forth below.

Executed this ______________ day of _________________, 20_____

_______________________________________________________

Name                                                                          Title
Goldman Philanthropic Partnerships

______________________________________________________

Name                                                                          Title
GPP Partner