cvm_ex10zz.htm


Exhibit 10(zz)


 





 




  





  











  









 




  





  











  









 




  





  











  






 






AMENDMENT #01_


to


Project Agreement No 01,







Client Project Number: CSCI-7027







THIS AMENDMENT #01 (“Amendment #01”), dated July 30, 2013 (the “Effective Date”), is by and between CEL-SCI Corporation, with offices at 8229 Boone Boulevard, Suite 802, Vienna, VA 22182 USA (hereinafter referred to as “Client”) and Aptiv Solutions, Inc., together with its Affiliates, with offices at 1925 Isaac Newton Square, Suite 100, Reston, Virginia 20190, USA (hereinafter referred to as “Aptiv Solutions”).







W I T N E S S E T H:







WHEREAS, under the terms of a certain Master Services Agreement (the “Agreement”), dated 19 March 2013 by and between the parties, Client agreed to retain Aptiv Solutions, and Aptiv Solutions agreed to be retained by Client, to perform the Services as more particularly described in the Agreement pursuant to the terms of Project Agreements to be issued from time to time;







WHEREAS, the Parties have entered into Project Agreement No. 01 pursuant to the terms of the Agreement; and







WHEREAS, the Parties hereto have entered into certain additional agreements with respect to modification of the Project Agreement, and which they desire to memorialize in this Amendment #01;







NOW, THEREFORE, in consideration of the premises and of the following mutual promises, covenants and conditions hereinafter set forth, the parties hereto agree as follows:








	
1. 

	
Budget for Services and Pass-Through Budget. Therefore, the following changes to the Agreement are hereby made:













	
a. 

	
Budget for Services and Pass-Through Budget, attached to the Agreement as Appendix C, is hereby updated with additional Pass Through Costs as detailed in Amendment Appendix A attached hereto and incorporated herein by reference.












2. Ratification of Balance of Agreement. In all other respects, the terms of the Project Agreement are hereby ratified and affirmed by each of the parties hereto.







3. Headings. The headings in this Amendment #01 are for convenience of reference only and will not affect its interpretation.






  





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IN WITNESS WHEREOF, the parties hereto, each by a duly authorized representative, have executed this Amendment #01 as of the date first written above.









	APTIV SOLUTIONS, INC. 	 	 	CEL-SCI CORPORATION	 
	 	 	 	 	 
	
/s/Michael McKelvey

	 	 	
/s/ Geert R. Kersten 

	 
	
Authorized Signature

	 	 	
Authorized Signature

	 
	
  

	 	 	
  

	 
	

Executive Vice President and Chief Operations Officer

	 	 	Chief Executive Officer	 
	Title 	 	 	Title 	 
	 	 	 	 	 
	July 31, 2013	 	 	July 31, 2013	 
	Date	 	 	Date	 









List of Appendices:







Amendment Appendix A: Amended Budget for Services and Pass-Through Budget









  





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Amendment Appendix A: Amended Budget for Services and Pass-Through Budget








	
ADDITIONAL ESTIMATED PASS-THROUGH COSTS

	 	
USD

	 
	
MD Anderson

	 	 	924,832	 
	
ICON - Medical Imaging

	 	 	1,757,838	 
	
Total (This Amendment 01)

	 	 	2,682,670	 











	
SUMMARY OF ESTIMATED PASS-THROUGH COSTS

	 	
USD

	 
	
Original Agreement (PA01)

	 	 	1,638,650	 
	
This Amendment 01

	 	 	2,682,670	 
	
Total

	 	 	4,321,320	 











	
Summary of TOTAL including Aptiv Solutions costs + pass-through costs

	 	
USD

	 
	
Original Agreement (PA01)

	 	 	15,594,282	 
	
This Amendment 01

	 	 	2,682,670	 
	
Total

	 	 	18,276,952	 

















  





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AMENDMENT #02







Project Agreement No 01,




Cli ent Project Number: CSCl-7027




THIS AMENDMENT #02 ("Amendment #02"), dated January 28, 2014 (the "Effective Date"), is by and between CEL-SCI Corporation, with offices at 8229 Boone Boulevard, Suite 802, Vienna, VA 22182 USA (hereinafter referred to as "Client") and Aptlv Solutions, Inc., together with its Affiliates, with offices at 1925 Isaac Newton Square, Suite 100, Reston, Virginia 20190, USA (hereinafter referred to as "Aptiv Solutions").




W I T N E S S E T H:




WHEREAS, under the terms of a certain Master Services Agreement (the "Agreement"), dated 19 March 2013 by and between the parties, Client agreed to retain Aptiv Solutions, and Aptiv Solutions agreed to be retained by Client, to perform the Services as more particularly described in the Agreement pursuant to the terms of Project Agreements to be issued from time to time;




WHEREAS, the Parties have entered into Project Agreement No. 01 pursuant to the terms of the Agreement; and




WHEREAS, the Parties hereto have entered into certain additional agreements with respect to modification of the Project Agreement, and which they desire to memorialize in this Amendment #02;




NOW, THEREFORE, in consideration of the premises and of the following mutual promises, covenants and conditions hereinafter set forth, the parties hereto agree as follows:




1. Budget for Services and Pass-Through Budget. Therefore, the following changes to the Agreement are hereby made:





	
a. 

	
Budget for Services and Pass-Through Budget, attached to the Agreement as Appendix C, is hereby updated with additional Pass Through Costs as detailed in Amendment Appendix A attached hereto and incorporated herein by reference.










	
b. 

	
All Change Order Items will be invoiced on a monthly basis as work is completed. All costs are estimates (other than Fixed Costs); Client will be invoiced only for actual work completed.












2. Ratification of Balance of Agreement. In all other respects, the terms of the Project Agreement are hereby ratified and affirmed by each of the parties hereto.







3. Headings. The headings in this Amendment #02 are for convenience of reference only and will not affect its interpretation.






  





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IN WITNESS WHEREOF, the parties hereto, each by a duly authorized representative, have executed this Amendment #02 as of the date first written above.






	APTIV SOLUTIONS, INC. 	 	 	CEL-SCI CORPORATION	 
	 	 	 	 	 
	
/s/Michael McKelvey

	 	 	
/s/ Geert R. Kersten 

	 
	
Authorized Signature

	 	 	
Authorized Signature

	 
	
  

	 	 	
  

	 
	

Executive Vice President and Chief Operations Officer

	 	 	Chief Executive Officer	 
	Title 	 	 	Title 	 
	 	 	 	 	 
	February 11, 2014	 	 	February 11, 2014	 
	Date	 	 	Date	 












List of Appendices:







Amendment Appendix A: Amended Budget for Services and Pass-Through Budget.









  





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Amendment Appendix A: Amended Budget for Services and Pass-Through Budget












The Assumptions used in the ICON Medical Imaging ("ICON") original Scope of Work signed and dated 15 October 2010 have changed as follows:









SUMMARY OF CHANGES:





	
● 

	
ICON's involvement will continue until 07 September 2018. Therefore, the following unit counts shall increase:










	
o 

	
Study Coordination










	
o 

	
Project Teleconferences - Project Manager










	
o 

	
Database Administration & Reporting










	
o 

	
IT & Archival Storage Space










	
o 

	
Data Reconciliation









● The number of sites shall increase by 61 for a revised total of 126 sites.




o Due to the increase in sites, the following unit costs have increased:





	
• 

	
General Site Support










	
• 

	
Partial Expansion to Patient Randomization










	
• 

	
Estimated Pass Through Shipping Costs









o Due to the increase in sites, the following unit counts shall increase:





	
• 

	
Preparation, QC and Delivery of Materials to Sites










	
• 

	
Site Imaging Manual Training Call










	
• 

	
Site Technical Evaluations Forms (Phone/Fax)










	
● 

	
A US Investigator Meeting and Preparation shall be added along with related pass through associated with travel










	
● 

	
The following 3 documents shall be updated:










	
o 

	
Standard Read: Charter Update










	
o 

	
Data Delivery Specifications










	
o 

	
System Requirement Specifications











  





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The additional costs are summarized below:






















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