Exhibit 10.19
Strategic Alliance Agreement
This agreement is made and entered into this 30th day of June, 1997 by and
between enVision Sciences, Inc., a corporation organized under the laws of the
State of Georgia, (hereinafter "enVision"), and Premier Research Worldwide,
Ltd., (hereinafter referred to as "Premier"), a corporation organized under the
laws of the State of Delaware.
Whereas, enVision is a scientific communication company which has expertise in
the writing, design and publishing of large documents used in the pharmaceutical
industry as well as presentation of these documents in a paper or electronic
format for the Food and Drug Administration (FDA) that is easily reviewed; and
Whereas, Premier is a contract research organization with expertise in the
design, conduct, and management of clinical trials as well as management and
presentation of scientific data to the FDA in a format that is easily reviewed;
and
Whereas, Premier has expertise in sales and marketing to industries regulated by
the FDA; and
Whereas, the parties desire to enter into a business relationship which will:
1. Enable Premier to offer a range of services that is significantly
different from those offered by other contract research organizations
2. Increase the sales volumes of both enVision and Premier
3. Enable Premier and enVision to establish a leading role in the provision
of electronic submissions to FDA
Now Therefore, the parties mutually agree to enter into a strategic alliance
under the following terms and conditions:
1) Duties of enVision
enVision agrees to serve as a Subcontractor to Premier. In this capacity,
enVision will provide the following services to Premier:
1. Consulting;
2. Technical writing including, but not limited to, the preparation of
investigator brochures, protocols, study reports and summaries;
3. Document design including the design of investigator brochures,
protocols, study reports, and summaries, and the design of composite
documents such as submissions to the FDA;
4. Document publishing on the client's media of choice (e.g. paper, CD)
5. Production of paper and electronic submissions
2) Duties of Premier
Premier agrees to use its best efforts to promote the services of enVision
by:
1. Developing promotional materials integrating the services of enVision
with the services of Premier;
2. Integrate the promotion of the services of enVision with the promotion
of services offered by Premier.
3) Obligations of the Parties
enVision and Premier agree to jointly:
1. Develop an interface that will permit a reviewer to move from a document
to the supporting data;
2. Support each other in the promotional efforts;
3. Develop a joint strategy for promotion of services to the pharmaceutical
and device industries;
4. Utilize each other as Preferred Vendors for services.
4) Compensation
enVision will be compensated for its Subcontractor Services directly from
Premier. enVision will establish a fee for a given project and Premier will
add its xxxx-up to this fee. Premier will administer the contracts and pay
enVision on an agreed upon schedule which the parties shall agree to in
writing prior to the commencement of each project.
5) Confidentiality
"Confidential information" shall mean any and all technical and
non-technical information, documents and materials related to client
projects of either party and products, services and business of each of the
parties. Premier and enVision agree to maintain in strict confidence and not
to disclose or disseminate, or to use for any purposes other than
performance of the projects, the Confidential Information disclosed. The
obligation of non-disclosure shall not apply to the following:
a) Information at or after such time that is publicly available through
no fault of either party
b) Information at or after such time that is disclosed to either party
by a third party entitled to disclose such information
c) Information which is required by law to be disclosed to federal,
state or local authorities.
6) Term of Confidentiality
For a period of five (5) years after termination of this Agreement, the
parties shall treat as confidential all information and take every
reasonable precaution and use all reasonable efforts to prevent the
unauthorized disclosure of the same. The parties agree to take all steps
necessary and appropriate to ensure that their employees, agents, and/or
assistants treat all information as confidential and to ensure that such
employees, agents, and/or assistants are familiar with and abide by the
terms of this Agreement.
7) Term
The term of this Agreement is twelve (12) months from the date hereof, and
will be automatically renewed for one (1) additional twelve month period
unless either party shall notify the other in writing of its intention not
to renew. Such notice must be given ninety (90) days prior to expiration of
the original term. This Agreement may also be terminated by either party
upon ninety (90) days written notice.
8) Notices
Any notices required under this Agreement shall be delivered to:
enVision Sciences, Inc.
0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Premier Research World Wide, Inc.
000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
9) Governing Law
This Agreement is entered into in the State of Pennsylvania and shall be
interpreted according to the laws of the State of Pennsylvania.
10) Indemnification
Premier shall indemnify enVision, its directors, officers and employees, for
any and all damages, costs, expenses, and other liabilities, including
reasonable attorney's fees and court costs incurred in connection with any
third-party claim, action or proceeding arising from the negligence or
intentional misconduct of Premier or breach of Premier of any of its
obligations under this Agreement.
enVision shall indemnify Premier, its directors, officers and employees, for
any and all damages, costs, expenses, and other liabilities, including
reasonable
attorney's fees and court costs, incurred in connection with any third-party
claim, action or proceeding arising from the negligence or intentional
misconduct of enVision or breach of enVision of any of its obligations under
this Agreement.
11) Modifications
No changes or modifications of this Agreement or any of its terms shall be
deemed effective unless in writing and executed by the parties hereto.
12) Assignment
This Agreement shall not be assignable by either party without the prior
written consent of the other party.
13) Entire Agreement
This Agreement represents the complete and entire understanding between the
parties regarding the subject matter hereof and supersedes all prior
negotiations, representations, or agreements, either written or oral,
regarding this subject matter.
This Agreement shall not be considered accepted, approved or otherwise effective
until signed by the appropriate parties.
enVision Sciences, Inc. Premier Research World Wide, Inc.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxx Xxxxxxxxxx
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Xxxxxx X. Xxxx, PharmD Xxxx Xxxxxxxxxx, MD
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Name Name
Chief Executive Officer President
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Title Title
26 June 1997 30 June 1997
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Date Date
