Exhibit 10.11
TEAMING AGREEMENT
THIS AGREEMENT effective as of January 1, 1995, by and between RESEARCH
DATA WORLDWIDE, LTD., a Delaware corporation, having its headquarters at 000
Xxxxx 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 (hereinafter called
"RDW"), and PHARMACO LSR INTERNATIONAL INC., a Texas corporation having its
headquarters at 0000 Xxxxxxxx Xxxx, Xxx Xxxx Xxxxx, Xxxxxx, Xxxxx 00000
(hereinafter called "Pharmaco").
BACKGROUND
WHEREAS, RDW is the sole and complete owner of all right, title and
interest in and to certain proprietary computer software commonly known as
Navigator, as further described in the License Agreement attached as Exhibit A
hereto (the "Software"), which is used to create clinical research data review
systems; and
WHEREAS, Pharmaco and certain of its affiliates operate as a contract
research organization ("CRO") with both domestic and international operations
and a worldwide customer base (collectively Pharmaco, Pharmaco LSR Limited and
Pharmaco LSR Ltd., and any of such entities wholly-owned subsidiaries existing
now or in the future are referred to hereinafter as the "Pharmaco Group"); and
WHEREAS, RDW and Pharmaco, because of their diverse capabilities, have
determined that they would benefit from a teaming arrangement between their
respective organizations so as to enable each party to enjoy the benefits of the
other party's capabilities in their respective areas of expertise; and
WHEREAS, as part of said teaming arrangement, Pharmaco would like to
obtain a license to utilize the Software and RDW is agreeable to providing
Pharmaco with such a license, subject to the terms and provisions of this
Agreement.
NOW, THEREFORE, in consideration of the promises, covenants, and
conditions hereinafter set forth, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1.0 Relationship.
1.1 RDW and Pharmaco will cooperate to market their joint
services in the pharmaceutical industry and other
appropriate industries. Pharmaco will endeavor to
cause the Pharmaco Group to refer contract
opportunities to RDW to perform services within RDW's
capabilities and geographic scope. RDW will likewise
endeavor to refer contract opportunities to the
Pharmaco Group to perform services within the
capabilities and geographic scope of the Pharmaco
Group. Unless otherwise expressly
required by the terms of this Agreement, neither
party shall have any obligation to refer contract
opportunities to the other party hereunder if the
referring party has the ability internally to perform
or provide the services required by such contract
opportunity.
1.2 The parties will designate in writing one or more
individuals (reasonably acceptable to the other
party) within their own organizations as their
representative(s) responsible to direct performance
of the parties' necessary functions hereunder.
1.3 Except as expressly set forth herein, nothing
contained in this Agreement shall be construed as
limiting or restricting the rights of RDW or Pharmaco
or the Pharmaco Group to quote, offer to sell or sell
to any third party any product or service.
1.4 Nothing in this Agreement shall be deemed to
constitute, create, give effect to, or otherwise
recognize a joint venture, partnership, or other
formal business entity of any kind. Neither party is,
or shall represent itself as, an employee, agent, or
legal representative of the other party for any
purpose whatsoever. Neither party is granted any
right or authority to assume or to create any
obligation or responsibility, expressed or implied,
on behalf of, or in the name of, the other party or
to bind the other party in any manner whatsoever.
2.0 License Grant.
2.1 RDW agrees to grant to Pharmaco an exclusive license,
subject to the terms and provisions of the License
Agreement (as such term is defined hereinafter), to
use the Software in the Licensed Territory solely in
connection with the Pharmaco Group's activities as a
CRO. Pharmaco's rights in connection with the
Software, including use of the Software, sublicensing
of the Software, modification of the Software and
reproduction of the Software, are further described
below or in the License Agreement. RDW acknowledges
that any entities within the Pharmaco Group shall
have the same use and other rights and obligations as
Pharmaco with respect to the Software, as if they
were parties to this Agreement and the License
Agreement; provided that, except for the license fee
to be paid by Pharmaco, as contemplated in Section
3.1 below, no royalties or other fees shall be
charged to or payable by any member of the Pharmaco
Group in connection with such member of the Pharmaco
Group's use of the Software pursuant hereto. For
purposes of this Agreement, the term "Licensed
Territory" shall mean the United States, Europe,
Australia and all countries located in the Pacific
rim (including but not limited to Taiwan, South Korea
and Japan.
2.2 Nothing contained in this Agreement shall be
construed as prohibiting RDW, or any affiliate of RDW
from utilizing the Software in any manner
or for any purpose whatsoever in the conduct of its
own business operations, or to prohibit the licensing
of the Software to any non-CRO entity, including but
not limited to pharmaceutical and biotech companies,
governments, universities, and other data-generating
sources, whether or not such party may be affiliated
with a CRO; provided that under the license for such
Software any such non-CRO entity shall be prohibited
(i) from using the Software in connection with
activities performed by a competitive, for profit,
independent, third party CRO for such non-CRO entity
or (ii) otherwise sublicensing the Software to any
competitive, for profit, independent, third party
CRO. RDW has not and shall not directly or indirectly
license the Software to any competitive, for profit,
independent, third party CRO organization other than
Pharmaco or otherwise permit the use of the Software
by any other competitive, for profit, independent,
third party CRO organization and, upon RDW becoming
aware of any use of the Software in violation of the
foregoing prohibition, RDW shall promptly take all
appropriate and necessary actions to stop or enjoin
the continuing use of the Software in such manner.
2.3 This Agreement and the grant of the license to
Pharmaco with respect to the Software hereunder shall
be subject to the execution and delivery by Pharmaco
of the license agreement attached hereto as Exhibit A
with the various modifications reflected thereon (the
"License Agreement"). Except as expressly modified
herein, the grant of the license to Pharmaco with
respect to the Software hereunder shall be governed
by the terms and provisions of the License Agreement
which shall be deemed to be a part of this Agreement
to the same extent as if set forth at length herein.
To the extent of any inconsistencies between this
Agreement and the License Agreement, this Agreement
shall control.
2.4 Pharmaco shall also have the right, during the term
of this Agreement, at no additional charge, to permit
customers of the Pharmaco Group located in the
Licensed Territory to access the Software for use
solely in connection with research services being
provided by a member of the Pharmaco Group to such
customers. Any such access to the Software by any
customer of the Pharmaco Group shall terminate
immediately upon the termination of the provision of
research services by the Pharmaco Group to such
customer.
2.5 Pharmaco shall also have the right, during the term
of this Agreement, to grant sublicenses to use the
Software to (or cause RDW to directly license the
Software to) any other person in the Licensed
Territory but only if such
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person's principal operations ares located outside of
the United States and the license is limited to use
of the Software outside of the United States. The
grant of each such sublicense by Pharmaco hereunder
shall be subject to the licensee's execution and
delivery of a license agreement, in RDW's then
current form, and the acceptance of such license
agreement by RDW at its offices in Philadelphia,
Pennsylvania, which acceptance shall not be
unreasonably withheld. In connection with such
arrangement, RDW shall be entitled to charge its
standard license fee to each sublicensee. All license
or sublicense fees payable pursuant to any such
sublicense agreement shall be paid directly to RDW.
2.6 Pharmaco shall maintain accurate records of all
sublicenses granted by it hereunder. RDW shall have
the right to audit the books of Pharmaco or any other
member of the Pharmaco Group with respect to the
grant of sublicenses hereunder, upon reasonable
notice to Pharmaco. Pharmaco shall cooperate in each
such audit.
3.0 License Fees/Certain Clinical Laboratory Business.
3.1 Unless this Agreement is otherwise terminated, an
annual license fee shall be payable by Pharmaco in
connection with the Software in the amount of
$150,000 for Year 1 (the "Year 1 Fee"), $250,000 for
Year 2 (the "Year 2 Fee"), $350,000 for Year 3 of
this Agreement (the "Year 3 Fee"), and $100,000 per
year for each year thereafter that this Agreement, or
the license granted to Pharmaco hereunder is renewed
in accordance with the terms hereof (collectively
such fees are referred to as the "Annual Fees"). Such
Annual Fees may be paid in cash or satisfied through
the placement of certain Clinical Laboratory Business
with RDW (or any of its affiliates) as further
described below. As used herein, "Year 1" is the
initial twelve-month period hereunder beginning on
January 1, 1995, "Year 2" is the second twelve-month
period hereunder and "Year 3" is the third
twelve-month period hereunder.
3.2 During the term of this Agreement, Pharmaco and the
other members of the Pharmaco Group shall endeavor
collectively to place certain minimum amounts of
Clinical Laboratory Business with RDW as follows:
Annual Clinical
Year Laboratory Business
---- -------------------
Year 1 $1.5 million
Year 2 $3.0 million
Year 3 $4.0 million
Each year
thereafter $2.0 million
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For purposes of this Agreement, the term "Clinical
Laboratory Business" shall mean the provision of
clinical bioanalytical laboratory services used to
determine blood and urine test results either placed
by a member of the Pharmaco Group or a sponsor
(hereinafter referred to as a "Sponsor") in
connection with a study being managed by Pharmaco
LSR. RDW represents that all such services shall be
performed in accordance with Good Laboratory
Practices and shall be accorded priority status for
scheduling purposes. Clinical Laboratory Business
shall be deemed to be placed when Pharmaco, a member
of the Pharmaco Group or a Sponsor has entered into a
binding agreement with RDW for such services pursuant
to which such services will such be completed within
six months from the date of the agreement or when the
actual services (or portion thereof) are actually
performed, whichever is earlier.
3.3 RDW shall xxxx Pharmaco and the Pharmaco Group for
all Clinical Laboratory Business performed by RDW
pursuant to this Agreement at the rates set forth on
Exhibit B attached hereto. The prices set forth on
Exhibit B shall remain fixed for the initial twelve
month period of this Agreement but thereafter are
subject to adjustment from time to time by RDW.
During the term of this Agreement, RDW agrees that
the maximum permitted increase in any rate set forth
on Exhibit B hereto shall be five percent (5%) per
calendar year. The Pharmaco Group shall be considered
a preferred customer of RDW and at all times the
rates charged to the Pharmaco Group shall be at least
as favorable as the average rate charged to other
similar customers of RDW and at least as favorable as
the rates generally available in the market for
clients placing work of a similar volume and dollar
magnitude. Pharmaco reserves the right to request and
receive appropriate documentation from RDW from time
to time supporting that its rates conform to the
foregoing standard and to audit RDW's books in this
respect as it deems appropriate, subject to any
applicable confidentiality restrictions imposed by
law or contracts with third parties.
3.4 RDW shall submit invoices to Pharmaco on a monthly
basis for all Clinical Laboratory Business completed
by RDW pursuant to this Agreement during the
immediately preceding calendar month. Each such
invoice shall be due and payable in full within
thirty (30) days of the date of the invoice. All
amounts not paid within forty-five (45) days after
the invoice date shall bear interest, computed
monthly, at a rate equal to
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the lesser of (a) one percent (l%) per month, and (b)
the highest rate of interest permitted by applicable
law.
3.5 The parties have agreed that each of the Annual Fees
shall be paid in three equal installments, in
arrears, as of the end of the fourth month, the end
of the eighth month and the end of the twelfth month
of the particular year to which such fee relates
(referred to as a "Payment Period"). For instance,
the Annual Fee for Year 1 is payable $50,000 on April
30, 1995, $50,000 payable on August 31, 1995, and
$50,000 payable on December 31, 1995. All amounts not
paid within forty-five (45) days after the end of a
Payment Period shall bear interest, computed monthly,
at a rate equal to the lesser of (a) one percent (1%)
per month, and (b) the highest rate of interest
permitted by applicable
law. Annual Fees may be paid either in cash or
through receiving a credit for Clinical Laboratory
Business placed with RDW as further described in
Section 3.6 below.
3.6 The parties have agreed that Pharmaco will receive a
credit against the amount it would otherwise owe as
an Annual Fee based on a varying percentage of all
Clinical Laboratory Business placed by the Pharmaco
Group with RDW within any particular Year as follows:
Credit
Year Percentage
---- ----------
Year 1 10.00%
Year 2 8.333%
Year 3 8.75%
Each year
thereafter 5.00%
An invoice shall be prepared by RDW at the end of
each Payment Period of this Agreement reflecting (a)
the aggregate Clinical Laboratory Business placed by
the Pharmaco Group for such period as determined in
accordance with Section 3.2 hereof, (b) the amount of
credit earned with respect to such business for such
period, (c) the amount of any credit carry-forward as
determined in accordance with Section 3.7 hereof, (d)
the amount of the current credit and then
carry-forward credits if any, applied against the
installment of the Annual Fee due and owing for such
Payment Period, and (e) the balance of the
installment of such Annual Fee for such Payment
Period, if any, due and owing.
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3.7 To the extent that the credit received by Pharmaco
pursuant to Section 3.6 as calculated for a
particular Payment Period exceeds the installment
amount of the Annual Fee for such period, the balance
or unused portion of such credit will be applied to
the next installment amount(s) of the Annual Fee.
3.8 In the event that within a particular Year the amount
of Clinical Laboratory Business placed with RDW
hereunder has resulted in a credit in excess of the
amount that can be used to pay the Annual Fee owed
for such period, then with respect to any "excess"
credit, Pharmaco shall be deemed to have applied such
credit to any future Annual Fees on a
dollar-for-dollar basis.
3.9 It is the intent of the parties that the Pharmaco
Group will also attempt to refer Clinical Laboratory
Business to RDW's European laboratory facility, once
such facility has become operational.
4.0 Diagnostic Services.
4.1 During the term of this Agreement, Pharmaco agrees
that RDW shall be the exclusive world-wide provider
of all centralized ECG, transtelephonic ECG and
Xxxxxx monitoring services (collectively, the
"Diagnostic Services") contracted for by the Pharmaco
Group. This exclusivity requirement shall not be
applicable where the trial sponsor has preselected
another provider for the Diagnostic Services or where
RDW is unable to comply with the protocol or any
other of the trial sponsor's requirements applicable
to the Diagnostic Services, as reasonably determined
by Pharmaco in consultation with RDW. All such
Diagnostic Services shall be performed in accordance
with Good Laboratory Practices.
4.2 RDW shall xxxx Pharmaco for all Diagnostic Services
performed by RDW pursuant to this Agreement at the
rates set forth on Exhibit C attached hereto. The
prices set forth on Exhibit C are fixed for 1995 and
thereafter are subject to adjustment from time to
time by RDW. During the term of this Agreement, RDW
agrees that the maximum permitted increase in any
rate set forth on Exhibit C hereto shall be five
percent (5%) per calendar year. Such rates shall be
at least as favorable as the average rates charged to
other similar customers of RDW and at least as
favorable as the rates generally available in the
market for clients placing work of a similar volume
and dollar magnitude.
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4.3 RDW shall submit invoices to Pharmaco on a monthly
basis for all Diagnostic Services completed by RDW
pursuant to this Agreement during the immediately
preceding calendar month. Each such invoice shall be
due and payable in full within thirty (30) days of
the date of the invoice. All amounts not paid within
forty-five (45) days after the invoice date shall
bear interest, computed monthly, at a rate equal to
the lesser of (a) one percent (1%) per month, and (b)
the highest rate of interest permitted by applicable
law.
5.0 Further Agreements.
5.1 RDW agrees to make available to Pharmaco, at such
times and places as shall be mutually agreed upon by
RDW and Pharmaco, certain members of RDW's staff for
consultation purposes with respect to the Software.
RDW shall xxxx Pharmaco for the use of such personnel
at RDW's then current hourly rates plus all
reasonable out-of-pocket expenses incurred. For
purposes hereof, out-of-pocket expenses shall be
considered "reasonable" only if incurred in
accordance with Pharmaco's standard policies, copies
of which have been provided to RDW.
5.2 RDW also agrees to make available to Pharmaco, at
such times and places as shall be mutually agreed
upon by RDW and Pharmaco, RDW's Senior Scientific
Officer, Xxxxx Xxxxx (or his successor), for
consultation purposes with respect to the Software.
RDW shall xxxx Pharmaco for the use of Xx. Xxxxx at a
rate equal to his then current hourly billing rate as
a member of RDW's senior research and development
staff. Notwithstanding anything to the contrary
contained herein, the parties agree that nothing
contained herein shall be construed as to require Xx.
Xxxxx to devote more than twenty-five percent (25%)
of his normal working hours to consultation services
on behalf of Pharmaco. RDW agrees that any work
product produced by Xx. Xxxxx exclusively for
Pharmaco pursuant to this Section 5.2, and paid for
by Pharmaco in accordance with the terms hereof,
shall be considered a work made for hire and shall be
the exclusive property of Pharmaco. To the extent any
work product produced by Xx. Xxxxx exclusively for
Pharmaco pursuant to this Section 5.2 and paid for in
full by Pharmaco in accordance with the terms hereof
is not considered to be a work made for hire, RDW
hereby assigns all right, title and interest therein
to Pharmaco and agrees to take all steps necessary at
Pharmaco's expense) to perfect Pharmaco's ownership
interest therein, including obligating Xxxxx Xxxxx
(or his successor) to take all steps as may be
appropriate or necessary in connection therewith.
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5.3 Upon request, RDW shall provide training to
Pharmaco's designated employees in the use of the
Software. Pharmaco shall pay a training fee to RDW in
an amount equal to RDW's then current charges for
such services and shall also reimburse RDW for all
reasonable out-of-pocket expenses incurred in
connection with such training.
6.0 Notices. Any notice required or permitted hereunder shall be
deemed given when sent by telecopy or personally
delivered to the addresses listed below, or three
days after mailing if deposited in the United States
mail with postage prepaid thereon as registered or
certified mail with return receipt requested,
addressed as follows:
If to RDW: Research Data Worldwide
000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxx Xxxxxxxxxx
Fax No.: (000) 000-0000
With a copy to: Xxxxx X. Xxxxx, Esquire
Xxxxxx & Xxxxxxx
A Professional Corporation
Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
If to Pharmaco: Pharmaco LSR International Inc.
0000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
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With a copy to: Xxxxx X. Xxxxxx, Esquire
Shaw, Pittman, Xxxxx & Xxxxxxxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
or to such other address as the party to be notified shall
have specified pursuant to this Section 6.0
7.0 TERMINATION
7.1 This Agreement shall commence on the date first set
forth above. This Agreement shall continue, unless
sooner terminated in accordance with the terms
hereof, until the third (3rd) anniversary of the date
hereof. Thereafter, this Agreement shall be
automatically renewed on an annual basis unless
either party elects not to renew, in which event
written notice of such election must be given to the
other party at least ninety (90) days prior to the
end of the then current term. The Annual Fee for any
renewal period shall be $100,000 payable in arrears,
in three separate installments of $33,333 as of the
end of each four month period of the renewal period.
During any renewal period Pharmaco will receive a
credit against the amount it would otherwise owe as
an Annual Fee equal to 5% of the amount of Clinical
Laboratory Business placed with RDW as defined in
Section 3.2 hereof. No other fees pursuant to Section
3 or otherwise shall be due or owing with respect to
any renewal period (other than any applicable
sublicense fees from sublicensee payable pursuant to
Section 2.4 hereof). Unless otherwise agreed to in
writing by the parties hereto, all of the terms and
conditions of this Agreement shall remain in full
force and effect during any renewal term. The initial
term and any renewal terms shall together constitute
the "Term" of this Agreement.
7.2 RDW may terminate this Agreement and the rights
granted hereunder by delivery of written notice of
termination to Pharmaco during the continuance of any
of the following events:
(a) Pharmaco shall fail to make any payment
required of it hereunder and such failure
shall continue for forty-five (45) days
after written notification thereof is given
to Pharmaco by RDW;
(b) Pharmaco shall fail to fulfill one or
more of its obligations hereunder (other
than as specified in subparagraph (a) above)
and
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such failure shall continue for forty-five
(45) days after written notification thereof
is given to Pharmaco by RDW;
(c) A receiver shall be appointed with
respect to Pharmaco, or any of its assets,
or any attachment, garnishment, levy or lien
(other than in the ordinary course of
business) shall be made, issued or filed
against any material portion of Pharmaco's
assets and such action shall not be
discharged or stayed within thirty (30)
days;
(d) Pharmaco shall be a party to any merger
or consolidation in which it is not the
surviving entity, or shall sell, transfer,
convey or lease all or any substantial part
of its assets, or otherwise cease its
ongoing business operations; or
(e) Pharmaco shall (i) apply for, consent
to, or permit the appointment of a trustee
or liquidator of Pharmaco, or of all or a
substantial part of its assets, (ii) be
unable, or admit in writing its inability,
to pay debts as they mature, (iii) make a
general assignment for the benefit of
creditors, (iv) be adjudicated a bankrupt or
insolvent, or (v) file a voluntary petition
in bankruptcy or a petition or an answer
seeking reorganization or an arrangement
with creditors or to take advantage of any
insolvency law, or an answer admitting the
material allegations of a petition filed
against it in any such proceeding.
7.3 Pharmaco may terminate this Agreement by delivery of
written notice of termination to RDW during the
continuance of any of the following events:
(a) RDW shall fail to fulfill one or more of
its obligations hereunder and such failure
shall continue for forty-five (45) days
after written notification thereof is given
to RDW by Pharmaco;
(b) A receiver shall be appointed with
respect to RDW, or any of its assets, or any
attachment, garnishment, levy or lien (other
than in the ordinary course of business)
shall be made, issued or filed against any
material portion of RDW's assets and such
action shall not be discharged or stayed
within thirty (30) days;
(c) RDW shall be a party to any merger or
consolidation in which it is not the
surviving entity or shall sell, transfer or
otherwise convey all or a substantial part
of its assets to an
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unrelated third party or otherwise cease its
ongoing business operations; or
(d) RDW shall (i) apply for, consent to, or
permit the appointment of a trustee or
liquidator of RDW, or of all or a
substantial part of its assets, (ii) be
unable, or admit in writing its inability,
to pay debts as they mature, (iii) make a
general assignment for the benefit of
creditors, (iv) be adjudicated a bankrupt or
insolvent, or (v) file a voluntary petition
in bankruptcy or a petition or an answer
seeking reorganization or an arrangement
with creditors or to take advantage of any
insolvency law, or an answer admitting the
material allegations of a petition filed
against it in any such proceeding.
7.4 Upon RDW's termination of this Agreement pursuant
Section 7.2 or Pharmaco's termination of this
Agreement pursuant to Section 7.1, Pharmaco shall pay
to RDW all amounts owed hereunder for services
rendered by RDW to Pharmaco prior tot he date of
termination, cease all use of the Software and
deliver to RDW all documents and materials received
pursuant to this Agreement relating to the Software.
7.5 Upon Pharmaco's termination of this Agreement
pursuant to Section 7.3 or RDW's termination of this
Agreement pursuant to Section 7.1, Pharmaco may
continue to use the Software on an exclusive basis as
provided herein and in the License provided that the
applicable royalty continues to be paid in full by
Pharmaco pursuant to Section 3 hereof.
7.6 The provisions of Section 5.2 of the License
Agreement shall survive any termination or expiration
of this Agreement.
8.0 Miscellaneous.
8.1 Waiver by either party of strict performance of any
provision hereof shall not be deemed a waiver of the
same provision in the future, or of any other
provision. Such waivers shall be written and
submitted as notices given in accordance with the
notice provisions hereof.
8.2 The terms and provisions hereof shall be binding upon
and inure to the benefit of the successors and
assigns of the parties hereto. Notwithstanding
anything to the contrary contained herein, neither
party may assign, delegate, or otherwise transfer
this Agreement, or any of its duties,
responsibilities, obligations, or liabilities
hereunder, without the other
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party's prior written consent, and any such purported
assignment, delegation or transfer shall be null and
void.
8.3 This Agreement sets forth the entire and final
understanding of the parties with respect to the
subject matter hereof, and it may not be changed
except by a written document signed by a corporate
officer of the parties hereto. Any and all previous
negotiations and representations not included herein
or referred to herein are hereby abrogated.
8.4 All Exhibits attached hereto are incorporated into
and made a part of this Agreement.
8.5 Pharmaco shall in no event be liable for any damages,
other than direct damages, arising out of, or in
connection with Pharmaco or the Pharmaco Group's
obligations under this Agreement. RDW shall in no
event be liable for any damages, other than direct
damages, arising out of, or in connection with RDW's
obligations under this Agreement.
8.6 All information of any kind or nature provided by
Pharmaco to RDW in connection with this Agreement
shall be considered confidential and proprietary,
shall not be copied and shall be returned to Pharmaco
upon request. All information of any kind or nature
provided by RDW to Pharmaco in connection with this
Agreement shall be considered confidential and
proprietary, shall not be copied and shall be
returned to RDW upon request.
8.7 If any provision of this Agreement or its application
to any person or circumstance shall be invalid,
illegal, or unenforceable to any extent, the parties
shall replace the invalid, illegal or unenforceable
provision with a provision that most nearly
approximates the original intentions of the parties
and is enforceable under applicable law, and the
remainder of this Agreement and its application shall
not be affected.
8.8 This Agreement may be executed in one or more
counterparts, each of which shall be deemed an
original, but all of which shall constitute one and
the same instrument.
8.9 This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and
any disputes hereunder shall be resolved by binding
arbitration pursuant to the rules and regulations of
the American Arbitration Association ("AAA") by
arbitrators that have experience in the computer
software industry with the venue for any AAA
hearings being Wilmington, Delaware.
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IN WITNESS WHEREOF, the parties have caused these presents to be
executed the day and year first hereinabove written.
RESEARCH DATA WORLDWIDE, LTD.
By:______________________________
Name:____________________________
Title:___________________________
PHARMACO LSR INTERNATIONAL, INC.
By:________________________________
Name:______________________________
Title:_____________________________
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