Exhibit 10.21
MASTER SERVICES AGREEMENT
This Master Services Agreement (this "Master Agreement") when signed by both
parties will set forth the terms and conditions between Novirio Pharmaceuticals,
Inc., 000 XxxxxxxxxXxxx Xxxxx, Xxxxxxxxx, XX 00000, XXX, a corporation organized
and existing under the laws of the Commonwealth of Massachusetts (hereinafter
"Company"), and Quintiles Scotland Ltd, Research Avenue South, Heriot-Watt
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX00 0XX, a corporation organized and
existing under the laws of England (hereinafter "Quintiles").
BACKGROUND:
A. Company is in the business of developing, manufacturing and distributing
pharmaceutical products on behalf of Novirio Pharmaceuticals Limited, a
corporation organised and existing under the laws of the Cayman Islands.
Quintiles is in the business of providing research and development services for
the pharmaceutical and biotechnology industry.
B. Company and Quintiles desire to enter into this Master Agreement to provide
the terms and conditions upon which Company may engage Quintiles from
time-to-time to provide contract research and development services for
individual projects by executing individual Work Orders (as defined below)
specifying the details of the services and the related terms and conditions.
AGREEMENT:
1. SCOPE OF THE AGREEMENT; SERVICES TO BE PROVIDED; WORK ORDERS.
(a) SCOPE OF AGREEMENT. As a "master" form of contract, this Master
Agreement allows the parties to contract for multiple projects through
the issuance of multiple Work Orders (as discussed in Section 1(c)
below). This Master Agreement covers the provision of services by
Quintiles and, accordingly, this Master Agreement represents the
Agreement by which Company may contract with Quintiles on a global
basis for research and development services consisting of
pharmaceutical sciences, clinical trial supplies and related services,
requested by Company and agreed by Quintiles.
(b) NATURE OF SERVICES. The research and development services covered by
this Master Agreement include expert consultation, pharmaceutical
science services and related research and development services
requested by Company and agreed to by Quintiles as set forth in the
relevant Work Order (collectively "the Services").
(c) WORK ORDERS. The specific details of each project under this Master
Agreement (each "Project") shall be separately negotiated and
specified in writing on terms and in a form acceptable to the parties
(each such writing, a "Work Order"). Each Work Order will include, as
appropriate, the Project protocol, scope of work,
timeline, budget and payment schedule. Each Work Order shall be
subject to all of the terms and conditions of this Master Agreement,
in addition to the specific details set forth in the Work Order. To
the extent any terms or provisions of a Work Order conflict with the
terms and provisions of this Master Agreement, the terms and
provisions of this Master Agreement shall control, unless the Work
Order expressly and specifically states an intent to supersede the
Master Agreement on a specific matter (but then only with respect to
the particular Work Order and with respect only to the matter so
specified).
2. PAYMENT OF FEES AND EXPENSES. Company will pay Quintiles for fees and
expenses in accordance with each Work Order. Unless otherwise agreed in a
particular Work Order, the following shall apply:, (a) the total fees for a
particular Project will not exceed the budget applicable to such Project
and attached to the Work Order; (b) Quintiles shall be reimbursed by
Company for all reasonable and necessary expenses incurred in the
performance of the Services provided that documentation substantiating the
expenses for which reimbursement is sought is provided to the Company; and
(c) Quintiles will invoice Company monthly for the fees and expenses
relating to the Project. Payment of all undisputed amounts shall be made by
Company within thirty (30) days of receipt of each monthly itemized
invoice. If any portion of an invoice is disputed, then Company shall pay
the undisputed amounts and the parties shall use good faith efforts to
reconcile (and pay) the disputed amount as soon as practicable. Company
shall pay Quintiles interest in an amount equal to 1% per month (or the
maximum lesser amount permitted by law) of all undisputed amounts owing
hereunder and not paid within 45 days of receipt of the corresponding
invoice. The currency utilized for invoicing and payments shall be set
forth in each Work Order and, as a general matter, will reflect the local
exchange applicable to the country in which the most significant amount of
work is being performed for the relevant Work Order. If the Project spans
greater than a calendar year, the parties shall agree to a reasonable
inflation adjustment mechanism, which will be described in the
corresponding Work Order.
3. CHANGE ORDERS; WORK ORDER AMENDMENTS.
(a) Any change in the details of a Work Order (including, but not limited
to, changes in the Project's scope and/or any one or number of the
duties, responsibilities and tasks undertaken by Quintiles) shall
require a written Change Order (herein so called) in a form acceptable
to both parties. Either party may request or initiate a Change Order
provided that Quintiles shall not commence any work under a Change
Order without Company's prior written authorisation and Quintiles
shall accept all Change Orders requested by Company, subject to: (i)
Quintiles ability to do the work requested; (ii) Quintiles having
adequate capacity available to carry out the work requested pursuant
to the Change Order; and (iii) equitable adjustment(s) in the fees and
expenses payable to Quintiles and/or to the time allotted to complete
the allotted Work Order as amended pursuant to the Change Order.
Notwithstanding the foregoing, Quintiles' right to request or initiate
a Change Order shall be limited to events or circumstances not within
Quintiles control or not determinable by Quintiles at the time of
entering into the Work Order or the Change Order sought to be
modified. Each Change Order shall
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detail the specific changes to a task, responsibility, duty or
applicable budget, timeline or other details, requested by the
initiating party. If the Change Order is initiated by Company,
Quintiles shall furnish Company with an estimate of the necessary
changes, if any, upon the applicable budget (whether an increase or
decrease) and/or timeline associated with implementing the Change
Order. The Change Order will become effective upon the execution of
the Change Order by both parties. Quintiles will be given a reasonable
period of time within which to implement changes in a Change Order.
Both parties agree to act in good faith and promptly when considering
a Change Order requested by the other party and will not unreasonably
withhold approval of a requested Change Order. Without limiting the
foregoing, (a) Quintiles shall act in good faith when evaluating any
changes to the budget or timeline associated with a requested Change
Order, and (b) Company shall act in good faith and shall not
unreasonably withhold approval of reasonable changes requested by
Quintiles in fees, costs, expenses or the timeline resulting from,
among other appropriate reasons, forces outside the reasonable control
of Quintiles and changes in the assumptions on which the initial
budget was based resulting from information or the occurrence of
events not determinable at the time the initial or subsequently agreed
to budget was prepared. Quintiles reserves the right to postpone
effecting material changes in the Project's scope until such time as
the parties agree to and execute the corresponding Change Order.
(b) In lieu of a Change Order, a change in a Work Order may be evidenced
by an amendment to the relevant Work Order duly executed by Company
and Quintiles in form acceptable to both parties.
4. CONFIDENTIALITY. WHEN USED IN THIS MASTER AGREEMENT THE TERM
"REPRESENTATIVE" SHALL MEAN THE RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS,
REPRESENTATIVES OR AGENTS OF QUINTILES OR THE COMPANY AS THE CASE MAY BE.
It is understood that during the course of this Master Agreement, Quintiles
and its Representatives may be exposed to trade secrets, know how, data and
information which is confidential and proprietary to Company. All such
trade secrets, know how, data and information (hereinafter "Company
Confidential Information") written, verbal, magnetic, optical or in other
form tangible or intangible, made available, disclosed, or otherwise made
known to Quintiles and its Representatives or derived from such information
by Quintiles or its Representatives as a result of services under this
Master Agreement shall be considered confidential and shall be considered
the sole property of Company. All information regarding Quintiles'
operations, including but not limited to Quintiles' Property (as defined in
Section 5.0 below), disclosed by Quintiles to Company in connection with
this Master Agreement is proprietary, confidential information belonging to
Quintiles (the "Quintiles Confidential Information", and together with the
Company Confidential Information, the "Confidential Information"). The
Confidential Information shall be used by the receiving party and its
Representatives only for purposes of performing the receiving party's
obligations hereunder. Each party agrees that it will not reveal, publish
or otherwise disclose the Confidential Information of the other party to
any third party including its Representatives, unless such persons have
entered into appropriate confidentiality
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agreements enforceable by the disclosing party or the prior written consent
of the disclosing party has been obtained. The foregoing obligations shall
not apply to Confidential Information which:
(a) is or becomes generally available to the public other than as a result
of a disclosure by the receiving party;
(b) becomes available to the receiving party on a non-confidential basis
from a source which is not prohibited from disclosing such information
by a legal, contractual or fiduciary obligation to the disclosing
party;
(c) the receiving party develops independently of any disclosure by the
disclosing party;
(d) was in the receiving party's possession or known to the receiving
party prior to its receipt from the disclosing party as shown by
contemporaneous written evidence; or
(e) is required by law or judicial order to be disclosed or is required to
be disclosed in connection with the defence or prosecution of
litigation, provided, that the receiving party has given to the
disclosing party prior written notice of such disclosure and the
receiving party takes all reasonable actions to avoid or minimize the
disclosure of Confidential Information.
This obligation of confidentiality and non-disclosure shall remain in
effect for a period of ten (10) years after the termination of this Master
Agreement.
5. OWNERSHIP AND INVENTIONS. All data and information necessary for Quintiles
to conduct project assignments will be forwarded by Company to Quintiles.
All data and information generated or derived by Quintiles as the result of
services performed by Quintiles under this Master Agreement shall be and
remain the exclusive property of Company. Any inventions that may evolve
from the data and information described above or as the result of services
performed by Quintiles under this Master Agreement shall belong to Company
and Quintiles agrees to assign its rights in all such inventions and/or
related patents to Company. Quintiles agrees to use ALL REASONABLE EFFORTS
to cause its Representatives, at COMPANY'S cost and expense, to cooperate
with COMPANY and deliver any documents, instruments or agreements useful or
necessary to evidence the assignment of and to facilitate the prosecution
of related patents. Notwithstanding the foregoing, Company acknowledges
that Quintiles possesses certain inventions, processes, know-how, trade
secrets, improvements, other intellectual properties and other assets,
including but not limited to analytical methods, procedures and techniques,
computer technical expertise and software, which have been independently
developed by Quintiles (collectively "Quintiles' Property"). Company and
Quintiles agree that any Quintiles' Property or improvements thereto which
are used, improved, modified or developed by Quintiles under or during the
term of this Master Agreement are the sole and exclusive property of
Quintiles.
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6. INDEPENDENT CONTRACTOR RELATIONSHIP. For the purposes of this Master
Agreement, the parties hereto are independent contractors and nothing
contained in this Master Agreement shall be construed to place them in the
relationship of partners, principal and agent, employer/employee or joint
venturers. Quintiles agrees that it shall have no power or right to bind or
obligate Company, nor shall Quintiles hold itself out as having such
authority.
7. REGULATORY COMPLIANCE. In carrying out its responsibilities under this
Master Agreement and each Work Order, Quintiles agrees its services will be
conducted in compliance with all applicable laws, rules and regulations,
including the U.S. Food, Drug and Cosmetic Act and the regulations
promulgated pursuant thereto or any equivalent laws pertaining to
jurisdictions in which the Services are provided, and with the standards of
care customary in the contract research organization industry. Company
warrants that neither any assignment or task requested by Company nor the
conduct thereof as provided in this Master Agreement or in any Work Order
shall violate any applicable law or regulation of which Company has or
should have knowledge. Company shall notify Quintiles promptly in writing
of any governmental or regulatory inspection or inquiry concerning any
services being rendered by Quintiles or any study or Project to which such
services relate.
If any governmental or regulatory authority conducts or gives notice to
Quintiles of its intent to conduct an inspection at any investigational
site or to take any other regulatory action with respect to any study or
Project or services provided under this Master Agreement, Quintiles will
promptly give Company notice thereof, including all information pertinent
thereto. Quintiles shall permit a representative of COMPANY to review any
materials and other information submitted or made available to any
investigating authority and TO USE ALL REASONABLE EFFORTS TO ALLOW SUCH
REPRESENTATIVE to be present at an investigational site inspection. Company
acknowledges that Company may not direct the manner in which Quintiles
fulfills its obligations to permit inspection by governmental entities. It
shall not be a breach of this Master Agreement for Quintiles to comply with
the demands and requests of any governmental entity in accordance with
Quintiles' reasonable judgement or to fail to inform and consult with
Company before complying with any such demand or request if notification is
not practicable.
8. RELATIONSHIP WITH INVESTIGATORS. If a particular Work Order obligates
Quintiles to contract with investigators or investigative sites
(collectively, "Investigators") or facilitate Company's contracting with
Investigators (or other independent contractors such as central
laboratories), then any such contract shall be on a form mutually
acceptable to Quintiles and Company, which contract may include, without
limitation, provisions addressing the specific duties and standards of the
parties, confidentiality, indemnification, ownership of property and patent
rights, and insurance coverage. Company shall be responsible to promptly
review, comment on and/or approve such form contracts. Company acknowledges
that (a) an Investigator engaged for a particular Project shall be solely
responsible for his or her (or its) own independent medical judgment and
his or her (or its) acts and omissions in performing the clinical
investigation and related services, and (b) Quintiles shall have no
responsibility
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whatsoever for the acts and omissions of any such Investigator; rather,
Quintiles' sole responsibility with respect to any such Investigator shall
be those responsibilities specifically set forth in the applicable Work
Order.
9. CONFLICTING AGREEMENTS. Quintiles represents and warrants to Company that
it is not a party to any agreement which would prevent it from fulfilling
its obligations under this Master Agreement and that during the term of
this Master Agreement, Quintiles will not enter into an agreement to
provide services which would in any way prevent it from providing the
services contemplated under this Master Agreement.
10. PUBLICATION. From time to time it may be in the mutual interest of
Quintiles and Company to publish articles relating to services performed as
a part of this Master Agreement. Publication of project assignment results
in whole or in part, shall be within the sole and absolute discretion of
Company. Results may not be presented or submitted for publication or
referred to in any publication in whole or in part, without the prior
express written consent of Company. Company reserves the unqualified right
to reject any article utilizing any data generated from Quintiles' services
under this Master Agreement before such article is presented or submitted
for publication. Company will not use Quintiles' name in connection with
any publication or promotion without Quintiles' prior written consent.
11. RETURN OR STORAGE OF COMPANY'S MATERIALS. At the completion of services by
Quintiles or the earlier termination of this Master Agreement all materials
and other data and all copies and reproductions thereof in whole or in part
provided by the Company for the conduct of services, produced as a result
of the services provided under this Master Agreement or otherwise owned by
Company, regardless of the method of storage or retrieval, shall at the
direction of the Company be (a) delivered to Company in such form as is
then currently in the possession of Quintiles, subject to the payment
obligations set forth in Sections 2 and 13 herein, (b) retained by
Quintiles for Company for a period of two years, or (c) disposed of unless
such materials are otherwise required to be stored or maintained by
Quintiles as a matter of law or regulation. The costs associated with
storage, delivery OR DISPOSAL of materials or other data at the Company's
direction shall be paid by Company.
12. INDEMNIFICATION AND LIABILITY LIMITS
(a) Company shall indemnify, defend and hold harmless Quintiles and its
corporate affiliates and its and their directors, officers and
employees (each a "Quintiles Indemnified Party") from and against any
and all actual losses, damages, liabilities, reasonable legal fees and
expenses, (collectively, "Quintiles Losses"), resulting or arising
from third party claims, actions, proceedings `or litigation arising
from or in connection with any such Quintiles Indemnified Party's
performance of this Master Agreement, any Work Order or the Services
contemplated herein (including without limitation any product
liability claim) save to the extent such losses are determined to have
resulted solely from the negligence or intentional misconduct of the
Quintiles Indemnified Party seeking indemnity hereunder.
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(b) Quintiles shall indemnify, defend and hold harmless Company and its
corporate affiliates and its and their directors, officers and
employees (each a "Company Indemnified Party") from and against any
and all actual losses, damages, liabilities, reasonable legal fees and
expenses (collectively, "Company Losses") resulting or arising from
any action, proceedings, or litigation to the extent that such Company
Losses are determined to have resulted solely from the negligence or
intentional misconduct of a Quintiles Indemnified Party.
(c) The party seeking indemnification hereunder (the "Indemnified Parry")
shall (a) promptly notify the party obligated to indemnify (the
"Indemnifying Party") of any claim, action, proceeding for which the
Indemnified Party seeks indemnification; (b) cooperate fully with the
Indemnifying Party and its legal representatives in the investigation
of any claim, action or proceedings; and (c) shall not unreasonably
withhold its approval of the settlement of any claim, action or
proceeding by Indemnifying Party covered by this indemnification
provision. The Indemnifying Party's failure to comply with its
obligations under this provision shall not constitute a breach of this
Master Agreement nor relieve the Indemnifying Party of its
indemnification obligations hereunder, except to the extent, if any,
that the Indemnifying Party's defense or settlement of the affected
claim, action or proceeding was actually and materially impaired
thereby.
(d) Neither party, nor its affiliates, nor any of its or their respective
Representatives shall have any liability for any special, incidental,
or consequential damages, including, but not limited to the loss of
opportunity, loss of the use of any data or information supplied
hereunder, or loss of revenue or profit, in connection with or arising
out of this Master Agreement, any Work Order, the Services performed
by Quintiles hereunder or the existence, furnishing, functioning, or
Company's use of any information, documentation or Services provided
pursuant to this Master Agreement or any Work Order, even if the other
party shall have been advised of the possibility of such damages. In
addition, except in instances of gross negligence or intentional
misconduct, the collective, aggregate liability of Quintiles and its
affiliates and its and their respective directors, officers, employees
and agents under this Master Agreement or any Work Order shall not
exceed the aggregate amount of compensation specified in the Work
Order affected by the incident in question.
13. TERM AND TERMINATION. This Master Agreement shall commence on the date of
execution and shall continue until terminated as hereinafter provided by
either party. This Master Agreement may be terminated without cause by
Company or by Quintiles at any time during the term of the Master Agreement
on ninety (90) days prior written notice to Quintiles or Company, as
appropriate. All Work Orders in effect shall terminate on the effective
date of the termination of this Master Agreement. An individual Work Order
under this Master Agreement may be terminated without cause by Company or
by Quintiles at any time during the term of the Master Agreement on sixty
(60) days prior written notice to Quintiles or Company, as appropriate.
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In the event this Master Agreement or Work Order is terminated, Company's
sole obligation to Quintiles with respect to the impacted Project(s) shall
be (a) to pay to Quintiles any fees for Services rendered then due and
owing to Quintiles because of any completed performance of Quintiles'
obligations, and (b) to pay all actual costs to complete activities
associated with the termination and close out of Projects, and (c) to pay
all additional costs incurred that are required to fulfill regulatory
requirements, provided that Company shall not pay any such costs incurred
after ninety (90) days from the date of written notice of termination,
unless approved in writing by Company. Should Quintiles have a wish to
terminate, any work already agreed to should continue to be carried out
during the 60 day or 90 day notice period, with all due effort and at the
expected rate of progress, unless Company prefer to waive part or all of
this. Upon the termination of this Master Agreement or any Work Order,
Quintiles shall deliver to Company all data and materials provided by
Company to Quintiles for the conduct of Services under the impacted
Project(s). All statistical data, all statistical reports, all data entries
and any other documentation produced as the result of Services performed by
Quintiles under the impacted Project(s) shall be delivered to Company at
such time as payment has been made to Quintiles for all services performed.
In the event this Master Agreement or any Work Order is terminated,
Quintiles reserves the right to retain solely for regulatory purpose and
purposes of evidencing performance of obligations arising under this Master
Agreement one copy of all materials provided to Company as the result of
Services performed by Quintiles under the impacted Project(s) for a period
of TEN (10) years which will remain sealed unless required to be disclosed
for regulatory purposes or in connection with a dispute regarding the
Services performed by Quintiles hereunder.
14. RELATIONSHIP WITH AFFILIATES.
(a) Company agrees that Quintiles may utilize the Services of its
corporate affiliates to fulfill Quintiles' obligations under this
Master Agreement and any Work Order provided that Quintiles shall
remain responsible and obligated under this Master Agreement and any
such Work Order as if Quintiles was directly performing such services.
Any affiliate so utilized shall be (i) subject to all of the terms and
conditions applicable to Quintiles under this Master Agreement or any
Work Order, including, but not limited to, provisions establishing the
standards for performance, and (ii) entitled to all rights and
protections afforded Quintiles under this Master Agreement and any
Work Order, including, but not limited to, the indemnity and
limitation of liability protections set forth herein. Any such
affiliate of Quintiles may execute a Work Order directly and, with
respect to the corresponding Project, the rights and obligations of
the parties shall be governed by all of the terms and conditions of
this Master Agreement, to the same extent as if such affiliate was a
party to this Master Agreement.
(b) Company and Quintiles acknowledge that certain affiliates of Company
may utilize the services of Quintiles (and its affiliates) under this
Master Agreement and under any Work Order. In such event, (i) Company
shall cause such affiliate to acknowledge and be bound by all the
terms and conditions of this Master
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Agreement and any Work Order, and (ii) Company shall remain
responsible and obligated under this Master Agreement and any Work
Order, as if Company was directly receiving the services provided to
such affiliate. Any such affiliate of Company may execute a Work Order
directly and, with respect to the corresponding Project, the rights
and obligations of the parties shall be governed by all of the terms
and conditions of this Master Agreement, to the same extent as if such
affiliate was a party to this Master Agreement.
(c) When used in this Agreement, the term `"affiliate" shall mean all
entities controlling, controlled by or under common control with
Company or Quintiles, as the case may be. When used herein, the term
"control" shall mean the ability to vote fifty percent (50%) or more
of the voting securities of any entity.
15. COOPERATION. All data and information in Company's possession or control
necessary for Quintiles to conduct Project assignments will be forwarded by
Company to Quintiles. Quintiles shall not be liable to Company nor be
deemed to have breached this Master Agreement or any Work Order for errors,
delays or other consequences arising from Company's failure to provide
documents, materials or information or to otherwise cooperate with
Quintiles in order for Quintiles to timely and properly perform its
obligations.
16. FORCE MAJEURE. In the event either Party shall be delayed or hindered in or
prevented from the performance of any act required, hereunder by reasons of
strike, lockouts, labor troubles, inability to procure materials, failure
of power or restrictive government or judicial orders, or decrees, riots,
insurrection, war, Acts of God, inclement weather or other similar reason
or cause beyond its reasonable control, then performance of such act shall
be excused for the period of such delay.
17. REVIEW OF WORK. During the term of this Master Agreement, Quintiles will
permit Company's representative(s) (unless such representatives are
competitors of Quintiles) to examine the work performed hereunder and the
facilities at which the work is conducted at reasonable times and in a
reasonable manner to determine that the project assignment is being
conducted in accordance with the agreed task and that the facilities are
adequate.
18. NOTICES. Any notice required or permitted to be given hereunder by either
party hereunder shall be in writing and shall be sufficiently given if
delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid or by an internationally recognized
overnight delivery service to the following addresses:
If to Quintiles: Xxxxxxx Xxxxxx
Quintiles Transnational Legal Department
P.O. Box 13979
Research Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000-0000
Fax: (000) 000-0000
Tel: (000) 000 0000
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If to Company: Xxxxxx X. Xxxxxx, M.D., Ph.D.
Executive Vice President, Research & Development
Novirio Pharmaceuticals, Inc.
000 XxxxxxxxxXxxx Xxxxx
Xxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (0000 000-0000
19. ASSIGNMENT. Except as stated above in Section 14, neither party may assign
any of its rights or delegate its obligations under this Master Agreement
to any party without the express, written consent of the other party.
20. GOVERNING LAW. This Master Agreement shall be construed, governed,
interpreted, and applied in accordance with the laws of the country with
the most significant relationship with the act or omission giving rise to
the dispute. If any one or more provisions of this Master Agreement shall
be found to be illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
21. SURVIVAL. The rights and obligations of Company and Quintiles, which by
intent or meaning have validity beyond such termination (including, but not
limited to, rights with respect to product-related inventions,
confidentiality, discoveries and improvements, mutual indemnification and
liability limitations) shall survive the termination of this Master
Agreement or any Work Order.
22. ENTIRE AGREEMENT AND MODIFICATION. This Master Agreement contains the
entire understandings of the parties with respect to the subject matter
herein, and supersedes all previous agreements (oral and written),
negotiations and discussions. Notwithstanding the forgoing, the execution
and delivery of this Master Agreement shall have no effect on the General
Consulting Agreement between the COMPANY and Quintiles, Inc., a North
Carolina corporation, dated March 1, 1999, which agreement shall remain
valid and binding in all respects The parties, from time to time during the
term of this Master Agreement, may modify any of the provisions hereof only
by an instrument in writing duly executed by the parties.
23. INJUNCTIVE RELIEF; SPECIFIC PERFORMANCE. In addition to all other remedies
available to the parties hereto at law or in equity, each party shall be
entitled to equitable relief, including injunction and specific performance
in the event of any breach or threatened breach of any provisions of this
Master Agreement.
IN WITNESS WHEREOF, this Master Agreement has been executed by the parties
hereto through their duly authorized officers on the date(s) set forth below.
QUINTILES: Company
By: /s/ X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
______________________________ _____________________________
Name: Xx. Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
___________________________ __________________________
Title: Director Title: Exec. VP R & D
________________________ _________________________
Date: 27 May 99 Date: 27 May 99
___________________________ ___________________________
ATTACHMENT 1
WORK ORDER
QUINTILES STUDY NUMBER:
BETWEEN QUINTILES AND COMPANY
TO CONDUCT THE FOLLOWING:
BRIEF DESCRIPTION, according to the agreed study protocol.
PRICE:
QUINTILES TOTAL PRICE (POUND) PRICE
PAYMENT SCHEDULE:
On initiation (pound)
Monthly installments (pound)
On issue of draft final report (pound)
SPECIAL CONDITIONS
Any meeting, shipping or travel costs incurred outwith the confines of
Quintiles' facilities in connection with the performance of this project will be
invoiced in addition to the above.
Work will be carried out in accordance with the Terms and Conditions as
specified in the Master Services Agreement (MSA00*01) between Quintiles and
Company, originally executed on [DATE] unless otherwise agreed in writing.
SIGNED ON BEHALF OF SIGNED ON BEHALF OF
QUINTILES SCOTLAND LIMITED NOVIRIO PHARMACEUTICALS, INC
--------------------------------- --------------------------------
XX. XXXXXX X. XXXXXXXX
DIRECTOR
DATE: DATE:
QUINTILES
EDINBURGH, SCOTLAND
