CRIX ASSOCIATE MEMBER AGREEMENT

1. Introduction

CRIX International Association is a member-based not-for-profit organization (“CRIX”) with the purpose of developing and managing a shared, standard-based electronic infrastructure for the exchange of clinical research and regulatory information. Its members come from the bio-pharmaceutical, medical device and health care delivery community. They are divided into four categories with Associate Members being one of them. CRIX oversees one or more service delivery organizations with which CRIX members need to contract independently to use the CRIX electronic exchange service.

2. Admission Procedure

2.1 By completing this click-thru procedure You initiate the CRIX membership process and agree to the terms and conditions contained herein as they may be modified from time to time, as well as to CRIX By-Laws in their current or amended form, a copy of which will be provided or otherwise made available to You upon request. As part of this membership process You must supply certain identification, contact, and certification information as indicated on the registration page located at www.crixinternational.org

2.2 By registering on the registration page You represent and warrant that all of the information You provide as part of the registration is true, complete and accurate, in particular that You meet the CRIX eligibility criteria pursuant to which You either individually or the entity you represent must belong to the bio-pharmaceutical, medical device or the health care delivery community as researcher, service provider, product manufacturer, public agency official or patient.

2.3 You will become an Associate Member when CRIX has notified You of the acceptance of your application, of which this agreement is a part. If CRIX accepts your application, You will be notified electronically.

3. Rights and Responsibilities

3.1 As Associate Member, You are exempted from membership fees. CRIX will provide you with appropriate access to information on the association's developments. You have the right to contract for the CRIX electronic exchange service with the selected service delivery organization on terms and conditions that the service delivery organization(s) will make the services available to CRIX Members.

3.2 As an Associate Member, You will not have voting rights, except as required by law.

3.3 You must promptly inform CRIX when You no longer meet the membership eligibility criteria.

4. Privacy

CRIX is committed to protecting and carefully handling the proprietary information You provide. CRIX' use of information collected from Members shall be in accordance with the Privacy Policy located at www.crixinternational.org.

5. Term and Termination of Membership

5.1 While your CRIX Membership is not subject to any time limit, You are free to terminate your Membership upon 30 days notice.

5.2 Upon 30 days prior written notice, CRIX may terminate your Membership if:

• (i) You failed to disclose or misrepresented information in your registration, which in the reasonable judgment of CRIX has a material adverse impact upon CRIX, the CRIX system or any Member;
• (ii) You no longer qualify as an eligible entity under CRIX's applicable requirements;
• (iii) You fail to promptly withdraw from CRIX upon the written request of CRIX after CRIX, in accordance with the By-Laws, has determined that there is a reasonable likelihood that the continued participation in CRIX by You would have a material adverse effect on CRIX; or
• (iv) CRIX is precluded for any reason from administrating, or otherwise determines to discontinue administration of, the CRIX system.

6. Liability

This agreement or any other related circumstance does not create a duty of care which CRIX may owe You or any other special relationship of trust and confidence between you and CRIX or any other Member. Neither CRIX nor You shall have any liability to the other arising out of this Member Agreement, for any reason and upon any cause of action.

7. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

By clicking "I ACCEPT" below, you are agreeing to be bound by the foregoing terms and conditions.