Change Order Number 4
Exhibit 4.72
Change
Order Number 4
DATED | the 18th January 2007 | |
BETWEEN | Amarin Neuroscience Limited of Magdalen Centre North, Oxford Science Park, Oxford OX4 4GA UK (‘Amarin’) | |
AND | ICON Clinical Research Limited of Xxxxx Xxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxx 00 (‘ICON’) | |
WHEREAS: | ||
A. | The parties entered into an Agreement for Services on 30th June 2005, concerning Study known as Protocol AN01.01.0012 — A Multi-centre, double-blind, randomized, parallel group, placebo-controlled trial of ethyl-epa (Ethyl-Icosapent) in patients with Huntington’s Disease. This is a Europe only study as amended by Change Order #2 dated 8th of June 2006 and Change Order #3 dated 30th of November 2006. | |
B. | The parties have agreed to certain change to the services to be provided and the associated cost as set out herein. |
IT IS
AGREED BY THE PARTIES AS FOLLOWS:
1. The parties agree to amend the Agreement to reflect
changes set out in the Appendix 1 which is attached hereto
and incorporated hereby.
2. Save as otherwise provided in this Change Order, all the
terms and conditions of the Agreement dated the
30th June
2005 and subsequent change orders shall remain in full force and
effect.
3. The value of this Change Order shall be £573,158
in direct fees and £364,500 in pass through
costs. The payment schedule has been revised and attached herein
as Appendix 2.
IN WITNESS WHEREOF, the parties hereto have executed this
Change Order by their duly authorised representatives on the
date(s) written below.
Amarin Neuroscience Limited
|
ICON Clinical Research Limited
|
|
NAME Xxxx Xxxxx
|
Xx. Xxxx Xxxxx | |
TITLE CFO, Director
|
TITLE: Executive VP
Commercial & Organisational Development. |
|
DATE 15 February 2007
|
DATE 29 January 2007 | |
SIGNED Xxxx Xxxxx
|
SIGNED Xxxx Xxxxx |
Appendix 1
1. | Introduction |
The main changes to the project specifications are the following:
• | Management of the one year Open Label Follow-Up trial to the Phase III study entitled “A multi-centre, double-blind, randomized, parallel group, placebo-controlled trial of Miraxion (ethyl-EPA) in patients with mild to moderate Huntington’s Disease in Europe” (AN01.01.0012). | |
• | Study Timelines: The overall study timelines have been assumed in line with the revised milestone dates as outlined in Table 1 below. | |
• | It is assumed that 261 patients will roll over into this study extension. It is assumed that all 27 sites participating in the double-blind study will participate in the open label study also. The total number of patients to roll over into the extension study is based on 90% of the number of patients randomized in the main study. It is assumed that final site distribution will be as detailed in Table 2 below. | |
• | Staff Allocation: This is in line with the study extension timelines and the assumed number of monitoring visits to be undertaken per site. The clinical team proposed by ICON to conduct this study is illustrated in Table 3 below. This allocation is based on the participation of 27 sites in the project. During the double blind phase only the monitoring of Informed Consent forms for patients entering the extension study will be undertaken. A total of 4 monitoring visits (including the close-out visit) will be performed at each site. The first monitoring visit will occur in March/April, follow up visits will be scheduled at the 4 month safety follow-up and the second at the end of 12 months. The maximum allocation of each member to the extension study, in terms of a full-time equivalent (FTE) and main task required for each period are detailed in Table 3 below: | |
• | Source document verification is restricted to Informed Consent, SAEs/AEs and 20% of patients full check of CRF data versus source. | |
• | The official Close-Out visits for the overall study (core and extension phase) will now be performed as part of the Open Label extension study as agreed with Amarin. | |
• | Data Management: The Data Management specifications have been proposed for the study extension and are presented in Section 3 below. |
2. | Clinical Research Management |
2.1 | Clinical Research Specifications |
The revised study timelines are presented below:
Milestones for Study Extension
|
Timelines — Open Label Study
|
|
ICON involvement begin
|
15 July 2006 | |
First patient in
|
September 2006 | |
Last patient in
|
End January 2007 | |
Last patient off treatment
|
31 January 2008 | |
Last patient out
|
28 February 2008 | |
Data Base Lock
|
Mid Apr 2008 | |
Open Label Study completed
|
Jun 2008 |
Table
1
Number of |
||||||||
Country
|
Sites | Patients | ||||||
Austria
|
2 | 25 | ||||||
Germany
|
9 | 77 | ||||||
Italy
|
3 | 52 | ||||||
Portugal
|
1 | 5 | ||||||
Spain
|
4 | 26 | ||||||
UK
|
8 | 76 | ||||||
Total
|
27 | 261 | ||||||
Table
2
Revised
Staff Allocation:
FTE
|
Staff
|
Time Allocation
|
Main Tasks to be Performed
|
|||||
0.6 | Project Manager | Allocated in April 2007 | General Management: Status tracking, Finance, Drug supply, Team training and follow up of 1 month follow up visit. Hand Over preparation. | |||||
0.3 | Project Manager | Allocated in May 2007 | General Management and Hand Over activities. | |||||
— | Project Manager | Allocated in June 2007 | Allocation for the core study as presented in C/O#3 will apply during this period. No additional allocation was assigned | |||||
0.3 | Lead CRA | Allocated from 1st of May 2007 through 31st of May 2008 | Starting May 2007 with handover activities. General Management of extension study (teleconferences, status updates and team management). | |||||
0.6 | Clinical Research Associate | Allocated from 1st of July 2006 through 31st of December 2006 | Set up time applied July-Sept now extended from July-Dec 06. Preparation of documentation and assist in submission to EC/CA, collection of essential documents, investigator agreements and Study Initiation. | |||||
— | Clinical Research Associate | 1st of January 2007 through 31st of March 2007 | Additional clinical team allocation for study extension was not assigned during this period | |||||
2.6 | Clinical Research Associates | Allocated in April 2007 | Site visits to monitor informed consent, SAEs/AEs, for 20% of patients, performance of a full check of CRF data versus source and monitoring month 7 follow up visit. | |||||
1.4 | Clinical Research Associates | Allocated from 1st of May 2007 through 30th of June 2007 | Follow up activities from April 2007. |
FTE
|
Staff
|
Time Allocation
|
Main Tasks to be Performed
|
|||||
2.6 | Clinical Research Associates | Allocated from 1st of July 2007 through 31st of August 2007 | All sites to be visited to collect 4 month safety follow up data, including SAEs/AEs and for 20% of patients, performance of a full check of CRF data versus source. | |||||
0.6 | Clinical Research Associates | Allocated from 1st of September 2007 through 31st of December 2007 | General tasks will be preformed during this period | |||||
2.6 | Clinical Research Associates | Allocated from 1st of January 2008 through 31st of May 2008 | In Jan and Feb all sites will need to be visited to collect 12 month follow up data. From March through May all sites will need to be visited for formal close out. Performance of study closure activities including study file finalization/reconciliation. | |||||
1.2 | Clinical Research Assistant | Allocated from 15th of April 2007 through 31st of May 2007 | Overall support to Lead CRA and CRAs; Set up and maintenance of ICOTrack, Main study file, Monitoring files, Document control, CRF distribution, Drug supply tracking, Investigator Payments and support to sites. | |||||
0.7 | Clinical Research Assistant | Allocated from 1st of June 2007 through 31st of August 2007 | As above | |||||
0.5 | Clinical Research Assistant | Allocated from 1st of September 2007 end 30th of November 2007 | As above | |||||
0.7 | Clinical Research Assistant | Allocated from 1st of December 2007 end 30th of April 2008 | In addition to above, final study file preparation/reconciliation. | |||||
Clinical Regulatory Compliance Associate | Allocated for 12 days for the extension study duration | |||||||
Accounting Administrator | Allocated for 30 days for the extension study duration |
Note: | General site management, in-house study management and status reporting is calculated from April 07 onwards Some time per month is calculated for regular team teleconferences and 1:1 conversations with Lead CRA |
Table 3
2.2 | Direct Cost Estimates (Clinical) |
Clinical Research |
Number of |
Price per |
||||||||||||
Management
|
Units | Units | Unit* | Total (STG£) | ||||||||||
Project Manager
|
Days | 17 | 970 | 16,484 | ||||||||||
Lead CRA
|
Days | 74 | 696 | 51,548 | ||||||||||
Clinical Research Associate
|
Days | 562 | 529 | 297,089 | ||||||||||
Clinical Research Assistant
|
Days | 169 | 407 | 68,746 | ||||||||||
Clinical Regulatory Compliance
Associate
|
Days | 12 | 561 | 6,728 | ||||||||||
CLINICAL RESEARCH MANAGEMENT
SUB-TOTAL
|
£440,595 | |||||||||||||
Number of |
Price per |
|||||||||||||
Support Services
|
Units | Units | Unit* | Total (STG£) | ||||||||||
Local Ethics Committee Study
Extension Submissions
|
Sites | 21 | 276 | 5,797 | ||||||||||
Central Ethics Committee Study
Extension Submission
|
Sites | 6 | 414 | 2,484 | ||||||||||
Regulatory Submission for Study
Extension
|
Submission | 6 | 1,502 | 9,015 | ||||||||||
ICOTrack Maintenance
|
Months | 24 | 177 | 4,238 | ||||||||||
SUPPORT SERVICES
SUB-TOTAL
|
£21,534 | |||||||||||||
ICON CLINICAL RESEARCH
MANAGEMENT FEE
|
£462,129 | |||||||||||||
* | Figures in the “Price per unit” column have been rounded, figures in the “Total” column are Correct. |
Table 4
2.3 | Pass-through Estimates (Clinical) |
Number of |
Price per |
|||||||||||||
Estimated Pass-Through Costs
|
Units
|
Units | Unit | Total (STG£) | ||||||||||
Travel
|
||||||||||||||
Site Visit Unit Cost Adjustment
|
Visits | 81 | 300 | 24,300 | ||||||||||
Team Meetings
|
Meetings | 1 | 629 | 629 | ||||||||||
Sponsor Meetings
|
Meetings | 2 | 1,118 | 2,236 | ||||||||||
Translations
|
||||||||||||||
Protocol synopsis (1,000 words)
|
Language | 5 | 391 | 1,953 | ||||||||||
Informed consent document
|
Language | 5 | 783 | 3,917 | ||||||||||
EC documents
|
Submission | 21 | 433 | 9,085 | ||||||||||
Medication instructions
|
Language | 5 | 120 | 600 | ||||||||||
Regulatory documents
|
Submission | 5 | 866 | 4,330 | ||||||||||
Patient Cards
|
Language | 5 | 53 | 265 | ||||||||||
Investigator Contracts
|
Site | 19 | 800 | 15,200 | ||||||||||
Other
|
||||||||||||||
Teleconferencing (3 lines)
|
Meetings | 48 | 84 | 4,025 | ||||||||||
Investigator Fees
|
Patients | 261 | 950 | 247,950 | ||||||||||
Ethics Committee Fees
|
Sites | 27 | 559 | 15,094 | ||||||||||
Regulatory Fees
|
Submission | 6 | 800 | 4,800 | ||||||||||
Courier
|
per site/month | 648 | 15 | 9,631 | ||||||||||
Mobile phones
|
per CRA per month | 30 | 42 | 1,243 | ||||||||||
£345,259 | ||||||||||||||
Table 5
3. | Data Management |
3.1 | Data Management Specifications |
ICON Data Management will apply the same standards and implement
the same processes for the extension study as we are currently
using for the core study. The specifications for the extension
study are outlined below:
Activity
|
Unit Type
|
Specification
|
||
Project Management
|
||||
Study Duration:
|
Month | 12* | ||
Frequency of Status Reports:
|
Monthly | 12 | ||
Meetings
|
||||
Teleconferences with Amarin
(weekly):
|
Hours/Meeting | 1 x 48 | ||
Face to Face Meetings:
|
Hours/Meeting | 1 x 20 | ||
Project
Set-up
|
||||
Updates to study documentation:
|
Documentation | Yes | ||
Modification of existing database:
|
Database Panel | 18 | ||
Modification of existing data
listings:
|
Listings | Yes | ||
Additional edit check programs:
|
Program | 220 | ||
Program External Data and
Review
|
||||
Central laboratory interface:
|
Laboratory | 12 | ||
Genetic & EFA interface:
|
Interface | No | ||
Data Processing
|
||||
Total Number of Patients
|
||||
Drop-out patients:
|
Patient | 0 | ||
Completed patients:
|
Patient | 261 (ext) | ||
Total pages processed:
|
Page | 7830 | ||
Coding
|
||||
Coded Terms (60% autoencode):
|
Item | 1436 | ||
Query Processing
|
||||
Data Queries:
|
Query | 783 | ||
Data Transfers to
Amarin
|
||||
Final Transfer:
|
Transfer | 1 | ||
Quality Control
Reviews
|
||||
100% Reviews of CRFs:
|
Patients | 16 | ||
Critical Variable Reviews (20
items):
|
Patients | 261 | ||
Closeout Activities
|
||||
Return of CRFs to Amarin:
|
Pages | 7830 | ||
Other Activities
|
||||
SAE Reconciliation:
|
SAE | 30 |
* | Please note that we have included an additional 12 project months for the extension study on the basis that costs up to JUNE 2007 are including in the main study. |
Note: ICON has assumed the number of coded terms and the
query rate based on previous experience. If ICON finds there is
a significant differences in these figures throughout course of
the study, Amarin will be notified immediately and a review of
the costs associated with these items shall occur.
Note: Total Number of Pages are based on the following
assumption: that the extension study runs for one year it is
estimated that all patients will complete the first 4
visits — Visit 4(5 pages), Telephone Visit (5), Visit
5 (9) and Visit 6 (11).
Table
6
Reconciliation
of Serious Adverse Events
ICON will perform SAE reconciliation. ICON will perform SAE
Reconciliation between the Clinical Database and the Xxxxxx
Database. This will be done on a monthly basis. It will take
approximately 1 hour to reconcile each SAE.
Case
Record Form Scanning
ICON will scan all CRFs received into the OptICON system. ICON
will file and store the CRFs in a secure and confidential manner
throughout the course of the study.
3.2 | CRF Design Specifications |
ICON will design two additional unique Case Record Form (CRF)
pages for the extension study (using Framemaker). Amarin will
review and approve these pages prior to release.
3.3 | Direct Cost Estimates (Data Management) |
These costs are based on the assumption that Data Management
will be done in Europe
Data Management Activity
|
Costs GBP | |||
Project Management
|
£20,975 | |||
Revisions to database and
development of new edit checks
|
£12,816 | |||
Meetings and teleconferences
|
£6,940 | |||
External Data Review and
Reconciliation
|
£891 | |||
CRF Page Scanning
|
£4,567 | |||
Data Entry
|
£14,588 | |||
Validation
|
£29,372 | |||
Queries
|
£8,658 | |||
Coding
|
£1,517 | |||
Data Transfers
|
£348 | |||
SAE Reconciliation
|
£2,428 | |||
Quality Reviews
|
£5,357 | |||
CRF Redesign Costs
|
£2,572 | |||
TOTAL ADDITIONAL DATA
MANAGEMENT COSTS
|
£111,029 | |||
NOTE 1: Data Management costs are based on the
specifications outlined in section 3.1 and may be deemed as
“ballpark” until the final specifications for the
extension study have been agreed.
NOTE 2: Biostatistics costs have not been included at
this time as we await confirmation of ICON’s involvement in
this activity and agreement of the final specifications.
Table 7
3.4 | Pass-through Costs Estimates (Data Management) |
Total Cost |
||||
Activity
|
(GBP) | |||
Teleconferencing
|
£874 | |||
Communication
|
£2,524 | |||
Travel
|
£3,747 | |||
CRF Printing
|
£11,096 | |||
CRF Distribution
|
£1,000 | |||
Total Cost
|
£19,241 | |||
Table 8
4. | Cost Summary |
ICON Service
|
Total Cost (GBP) | |||
Clinical Research Management Europe
|
462,129 | |||
Data Management
|
111,029 | |||
Sub-total
(ICON Service)
|
£573,158 | |||
Estimated Pass-Through Costs
|
Total Cost (GBP) | |||
Clinical Research Management Europe
|
345,259 | |||
Data Management
|
19,241 | |||
Sub-total
(ICON Service)
|
£364,500 | |||
Total Study Cost
Estimate
|
£937,658 | |||
Table
9
Appendix 2-Payment
Schedule
Change Order Clinical Direct
Fee Value: £462,129
|
||||
Initial Payment 10% on signature
of Change Order (Feb 07)
|
£46,213 | |||
Monthly Payments x 1 month
Feb 07 (for the period July06 — Feb 07)
|
£138,640 | |||
Monthly Payments x 16 months
(Mar07 — Jun08) £17,330 per month
|
£277,280 | |||
Change Order Direct Fee Value:
£111,029
|
||||
Initial Payment 10% on signature
of Change Order (Feb 07)
|
£11,103 | |||
Monthly Payments x 1 month
Feb 07 (for the period July06 — Feb 07)
|
£33,304 | |||
Monthly Payments x 16 months
(Mar07 — Jun08) £4,163 per month
|
£66,608 | |||
SUMMARY: Change Order 2 Payment
Schedule
|
||||
Change Order Direct Fee Value:
Clinical
|
£462,133 | |||
Change Order Direct Fee Value:
Data Management
|
£111,015 | |||
£573,148 | ||||
SUMMARY OF COSTS (CHANGE
ORDER #4)
|
||||
10% upon signature
|
£57,315 | |||
Monthly Payments x 1 month
Feb 07 (for the period July06 — Feb 07)
|
£171,944 | |||
Monthly Payments x 16 months
£21,493 (Mar07 — Jun08)
|
£343,888 | |||
£573,147 | ||||
REVISED
ICON EU PAYMENT SCHEDULED (CHANGE ORDER #4)
Milestone Payments
|
Contract Value | |||
Task Completed
|
||||
Contract Signed
|
342,550 | |||
All sites initiated
|
192,684 | |||
50% of patients enrolled
|
192,684 | |||
Initial Payment 10% on signature
of C/O#2
|
25,984 | |||
Initial Payment 10% on signature
of C/O#3
|
2,962 | |||
Initial Payment 10% on signature
of C/O#4
|
57,315 | |||
100% of patients enrolled
|
192,684 | |||
Mid-point of treatment phase
|
192,684 | |||
All patients completed and data at
DM
|
192,684 | |||
All sites closed
|
38,537 | |||
Final Tables & Listings
|
25,691 | |||
Total Milestones
payments
|
£1,456,462 | |||
Monthly Payments
|
||||||||||||||
Monthly Payments contract
|
April ‘05 - Jan’ 07 | 22 | 15,570 | 342,550 | ||||||||||
Monthly Payments change
order #2
|
Jun ‘06 - May’ 07 | 12 | 19,488 | 233,856 | ||||||||||
Monthly Payments change
order #3
|
Feb’ 07 | 1 | 8,886 | 8,886 | ||||||||||
Monthly Payments change
order #3
|
Mar ‘07 - June’ 07 | 4 | 4,443 | 17,772 | ||||||||||
Monthly Payments change
order #4
|
Feb’ 07 | 1 | 171,944 | 171,944 | ||||||||||
Monthly Payments change
order #4
|
Mar ‘07 - June’ 08 | 16 | 21,493 | 343,888 | ||||||||||
Total Monthly
payments
|
£1,118,896 | |||||||||||||
Total payments
|
£2,575,358 | |||||||||||||