Exhibit 10.23
AMENDED WORK ORDER #1
This Amended Work Order #1 (the "Work Order") shall, as of September 1,
2004, supersede in its entirety Work Order #1.
1. SERVICES. Consultant shall provide the Services described in this Work Order
and in the Master Consulting Services Agreement effective September 1, 2003
between the parties (the "Master Agreement"). Unless otherwise defined herein,
all initially capitalized terms used herein shall have the meaning set forth in
the Master Agreement. The Services covered under this Work Order consist of
project management of Peninsula's intravenous doripenem and PPI-0903 programs,
including project management of Peninsula's intravenous doripenem Phase 3
clinical trials and PPI-0903 Phase I clinical trials.
2. RATE. The following individuals will perform the Services requested by
Peninsula at the following rates:
RATE PER
JOB TITLE/ROLE: CONSULTANT: CONSULTANT:
--------------- ----------- -----------
1) Xxxxxx Xxxxxxx
Dedicated Project Managers (3x) 2) Xxxx Xxxxx $22,500.00 / Month
3) Xxxxxx Xxxxxx
Clinical/Regulatory Document Xxxx Xxxxx $85.00 / hour
Administrator
Senior Clinical Research Xxxxxxx Xxxxx $95.00 / hour
Associate(s) TBD*
Project Management Services TBD* $110.00 / hour
* The parties shall agree in advance on the identity of those individuals who
will be performing Senior Clinical Research Associate and Project Management
services on behalf of Consultant hereunder.
Dedicated Project Manager services performed by Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx
and Xxxx Xxxxx shall each be billed at the monthly rate specified above until
the later of the date on which (a) all intravenous doripenem Phase 3 clinical
trials have been completed, and (b) PPI-0903 Phase I clinical trials have been
completed.
The rate of $22,500.00 per month ($270,000.00 per year) per Dedicated Project
Manager for project management services set forth under this Section 2 is based
upon such Dedicated Project Manager performing 40 hours of Services per work
week, with an annual total of 1936 hours worked. This allows for each Dedicated
Project Manager to have 10 unpaid vacation days and 8
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unpaid public holidays during the course of each calendar year in which Services
are performed. On a quarterly basis, the parties shall review the actual number
of hours worked by each Dedicated Project Manager to determine if both parties
are adhering to the terms of this Agreement and whether the monthly rate for
Services performed by such Dedicated Project Manager should be adjusted going
forward to reflect the actual number of hours of Services performed by such
Dedicated Project Manager.
3. TERM OF WORK ORDER. This Work Order shall be effective as of September 1,
2004 and, unless earlier terminated as permitted herein, shall expire on the
later of the date on which (a) all intravenous doripenem Phase 3 clinical trials
have been completed, and (b) PPI-0903 Phase I clinical trials have been
completed
4. TERMINATION OF WORK ORDER BY PENINSULA. This Section 4, rather than Section
9.2 of the Master Agreement, shall govern the terms on which Peninsula may
terminate this Work Order. Prior to the completion of the intravenous doripenem
Phase III clinical trials, Peninsula may terminate this Work Order for any
reason upon ninety (90) days' written notice to Consultant. However, Peninsula
may terminate this Work Order effective upon Consultant's receipt of written
notice if there are significant or unexpected delays in the intravenous
doripenem Phase III clinical trials and/or if Peninsula's intravenous doripenem
program is terminated in its entirety. At any time after the completion of the
intravenous doripenem Phase III clinical trials, Peninsula may terminate this
Work Order effective upon Consultant's receipt of written notice. At any time
during the term of this Work Order, Peninsula shall have a right to terminate
this Work Order for an uncured material breach in accordance with the provisions
of Section 9.3 of the Master Agreement.
5. TERMINATION OF WORK ORDER BY CONSULTANT. This Section 5, rather than Section
9.4 of the Master Agreement, shall govern the terms on which Consultant may
terminate this Work Order. Consultant shall have a right to terminate this Work
Order for an uncured material breach in accordance with the provisions of
Section 9.3 of the Master Agreement. In addition, prior to the completion of the
intravenous doripenem Phase III clinical trials, Consultant may terminate this
Work Order for any reason upon one hundred twenty (120) days' written notice to
Consultant.
6. PAYMENT. Payments shall be sent to Consultant at:
InClin, Inc.
0000 Xx Xxxxxx Xxxx, Xxxxx X00
Xxx Xxxxx, XX 00000
FEIN No.: 00-0000000
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