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Master Consulting Agreement - Interneuron Pharmaceuticals Inc. and Quintiles Inc.

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                           MASTER CONSULTING AGREEMENT


This Master Consulting Agreement (hereinafter "Agreement") when signed by both
parties will set forth the terms and conditions between Interneuron
Pharmaceuticals, Inc. (hereinafter "Interneuron") and Quintiles, Inc.
(hereinafter "Quintiles") under which Quintiles agrees to provide consulting
services as described below to Interneuron as hereinafter set forth.

 1.0     TERM.  This Agreement shall commence on the date of execution and shall
         continue until terminated as hereinafter provided by either party.

 2.0     CONFIDENTIALITY. It is understood that during the course of this
         Agreement, Quintiles and its employees may be exposed to data and
         information which is confidential and proprietary to Interneuron. All
         such data and information (hereinafter "Interneuron Confidential
         Information") written or verbal, tangible or intangible, made
         available, disclosed, or otherwise made known to Quintiles and its
         employees as a result of services under this Agreement shall be
         considered confidential and shall be considered the sole property of
         Interneuron. All information regarding clinical trials or clinical
         trial management and all information regarding Quintiles' operations,
         including but not limited to Quintiles Property (as defined in Section
         3.0 below), disclosed by Quintiles to Interneuron in connection with
         this Agreement is proprietary, confidential information belonging to
         Quintiles (the "Quintiles Confidential Information", and together with
         the Interneuron Confidential Information, the "Confidential
         Information"). The Confidential Information shall be marked as
         confidential or otherwise represented by the disclosing party as
         confidential either before or within a reasonable time after its
         disclosure. The Confidential Information shall be used by the receiving
         party and its employees 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 without the prior written consent of
         the disclosing party, provided that 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; or

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          (e) is required by law to be disclosed.

         This obligation of confidentiality and non-disclosure shall remain in
         effect for a period of five years after the termination of this
         Agreement.

 3.0     SERVICES TO BE PROVIDED. Quintiles shall provide strategic planning,
         expert consultation, clinical, statistical, statistical programming,
         data processing, data management, regulatory, clerical, and project
         management services as requested by Interneuron. The specific details
         of each assignment or task will be separately negotiated and contracted
         for in writing subject to the terms and conditions of this Agreement.

         All data and information necessary for Quintiles to conduct project
         assignments will be forwarded by Interneuron to Quintiles. All data and
         information generated or derived by Quintiles as the result of services
         performed by Quintiles under this Agreement shall be and remain the
         exclusive property of Interneuron. Any inventions that may evolve from
         the data and information described above or as the result of services
         performed by Quintiles under this Agreement shall belong to Interneuron
         and Quintiles agrees to assign all inventions and/or patents to
         Interneuron. It is acknowledged that Quintiles is possessed of certain
         computer technical expertise and software which have been independently
         developed by Quintiles without the benefit of any information provided
         by Interneuron. Interneuron and Quintiles agree that any computer
         software programs, statistical methodologies or other formulae or
         analyses used by Quintiles under or during the term of this Agreement
         are the product of Quintiles' technical expertise possessed and
         developed by Quintiles prior to the date of the Agreement and are the
         sole and separate property of Quintiles. It is further acknowledged
         that Quintiles' professional staff is possessed of certain technical
         expertise and conceptual expertise in areas of drug development which
         have been independently developed by Quintiles without the benefit of
         any information provided by Interneuron. Interneuron and Quintiles
         agree that such technical expertise processes, methods, approach or
         analyses used by Quintiles under or during the term of the Agreement
         are the product of Quintiles' technical expertise possessed and
         developed by Quintiles prior to the date of this Agreement and are the
         sole and separate property of Quintiles.

         At the completion of services by Quintiles, all materials and all other
         data, regardless of the method of storage or retrieval, shall either be
         (i) delivered to Interneuron at its offices in Lexington,
         Massachusetts, and in such form as is then currently in the possession
         of Quintiles, (ii) retained by Quintiles for Interneuron for a period
         of two years, or (iii) disposed of, at the direction and written
         request of Interneuron unless such materials are otherwise required to
         be stored or maintained by Quintiles as a matter of law or regulation.

4.0      INDEPENDENT CONTRACTOR RELATIONSHIP. For the purposes of this
         Agreement, the parties hereto are independent contractors and nothing
         contained in this Agreement shall be construed to place them in the
         relationship of partners, principal and agent, employer/employee or

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         joint venturers. Quintiles agrees that it shall have no power or right
         to bind or obligate Interneuron, nor shall Quintiles hold itself out as
         having such authority.

 5.0     PERFORMANCE OF SERVICES. In carrying out its responsibilities under
         this Agreement, Quintiles agrees to assure that these services are
         conducted in compliance with, when appropriate, any applicable protocol
         and specifications and with all applicable laws, rules and regulations
         including, but not limited to, the U.S. Food, Drug and Cosmetic Act and
         the regulations promulgated pursuant thereto.

 6.0     CONFLICT OF AGREEMENT. Quintiles represents and warrants to Interneuron
         that it is not a party to any agreement which would prevent it from
         fulfilling its obligations under this Agreement and that during the
         term of this 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 Agreement.

 7.0     PUBLICATION. From time to time it may be to the mutual interest of
         Quintiles and Interneuron to publish articles relating to services
         performed as a part of this Agreement. Publication of project
         assignment results in whole or in part, shall be within the sole and
         absolute discretion of Interneuron. Results may not be published or
         referred to, in whole or in part, without the prior expressed written
         consent of Interneuron. Interneuron reserves the unqualified right to
         reject any article utilizing any data generated from Quintiles'
         services under this Agreement before such article is presented or
         submitted for publication.

8.0      LIMITATION OF LIABILITY. Neither Quintiles nor its affiliates nor any
         of its or their respective directors, officers, employees or agents
         shall have any liability whatsoever under this Agreement or otherwise
         except with respect to damages attributable to Quintiles' gross
         negligence or intentional misconduct. Notwithstanding the foregoing,
         neither Quintiles, nor its affiliates, nor any of its or their
         respective directors, officers, employees or agents 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, loss of revenue or
         profit, in connection with or arising out of this Agreement, the
         services performed by Quintiles hereunder or the existence, furnishing,
         functioning, or Interneuron's use of any information, documentation or
         services provided pursuant to this Agreement, even if Quintiles shall
         have been advised of the possibility of such damages. In addition, in
         no event shall the collective, aggregate liability of Quintiles and its
         affiliates and its and their respective directors, officers, employees
         and agents under this Agreement exceed the amount of compensation
         actually received by Quintiles from Interneuron pursuant to this
         Agreement for the assignment or task from which such liability arose;
         provided, however, if Quintiles is determined to have acted in a manner
         that constitutes gross negligence or intentional misconduct, then, with
         respect to such acts, the collective, aggregate liability shall not
         exceed 1.5 times the amount of compensation specified above (but in no
         event shall the collective, aggregate liability of Quintiles and its

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         affiliates and its and their respective directors, officers, employees
         and agents under this Agreement for all tasks and assignments exceed
         the amount of compensation actually received by Quintiles from
         Interneuron pursuant to this Agreement).

 9.0     INDEMNIFICATION. Interneuron shall indemnify, defend and hold harmless
         Quintiles, its affiliates and its and their respective directors,
         officers, employees and agents (each, an "Indemnified Party") from and
         against any and all losses, claims, actions, damages, liabilities,
         costs and expenses, (including reasonable attorney's fees and court
         costs) (collectively, "Losses"), relating to or arising from or in
         connection with this Agreement (including, without limitation, any
         Losses alleged to arise from or in connection with any study, test,
         product or potential product to which this Agreement relates) or any
         litigation, investigation or other proceeding relating to any of the
         foregoing, except to the extent such Losses are determined to have
         resulted solely from gross negligence or intentional misconduct of the
         Indemnified Party seeking indemnity hereunder. Interneuron shall not
         indemnify, hold harmless, or defend an Indemnified Party from claims or
         damages to the extent such claims or damages are determined to have
         resulted solely from the following:

         a.  negligent acts and/or omissions of any of the Indemnified Parties;

         b.  failure of any of the Indemnified Parties to adhere to all
             provisions of the protocol relating to the Study furnished to
             Quintiles by Interneuron and to written recommendations and written
             instructions that have been delivered by Interneuron to Quintiles
             concerning the administration and use of any of the drug
             substances, including placebo, involved in the Study; or

         c.  failure of any of the Indemnified Parties to comply with any
             applicable laws or regulations.

10.0     INDEMNIFICATION PROCEDURE. Quintiles shall: (a) give Interneuron notice
         of any such claim or law suit (including a copy thereof served upon
         Quintiles) and all relevant data relating thereto within fifteen (15)
         days after such claim or law suit was served upon Quintiles; and (b)
         Quintiles and its employees shall fully cooperate with Interneuron and
         its legal representatives in the investigation of any matter the
         subject of indemnification; (c) Quintiles shall not unreasonably
         withhold its approval of the settlement of any such claim, liability,
         or action by Interneuron the subject of this Indemnification provision;
         ; and (d) Quintiles shall not, except at its own cost, voluntarily make
         any payment or incur any expense in connection with any Losses without
         the prior written consent of Interneuron.

11.0     TERMINATION. This Agreement may be terminated without cause by
         Interneuron or by Quintiles at any time during the term of the
         Agreement on ninety (90) days prior written notice to Quintiles or
         Interneuron, as appropriate. In the event this Agreement is

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         terminated, Interneuron's sole obligation to Quintiles shall be to pay
         to Quintiles any fees for services rendered then due and owing to
         Quintiles because of any completed performance of Quintiles'
         obligations hereunder; Interneuron will pay all actual costs to
         complete activities associated with the termination and close out of
         projects; Interneuron will pay all additional costs incurred by the
         project that are required to fulfill regulatory requirements, provided
         that Interneuron shall not pay any such costs incurred after ninety
         (90) days from the date of written notice of termination, unless
         approved in writing by Interneuron. Upon the termination of this
         Agreement, Quintiles shall deliver to Interneuron all data and
         materials provided by Interneuron to Quintiles for the conduct of
         services under this Agreement. All statistical data, all statistical
         reports, all data entries and any other documentation produced as the
         result of services performed by Quintiles under the terms of this
         Agreement shall be delivered to Interneuron at such time as payment has
         been made to Quintiles for all services performed.

         In the event this Agreement is terminated, Quintiles reserves the right
         to retain one copy of all materials provided to Interneuron as the
         result of services performed by Quintiles under this Agreement for a
         period of five (5) years which will remain sealed unless a dispute
         arises regarding the services performed by Quintiles hereunder.

12.0     FORCE MAJEURE. In the event Quintiles 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 Quintiles' control,
         then performance of such act shall be excused for the period of such
         delay.

13.0     FEE SCHEDULE. It is the understanding of the parties that the total
         cost of project assignments under this Agreement will not exceed the
         amounts which may be agreed to in individual assignment agreements
         which must be separately negotiated and contracted for.

         Quintiles will invoice Interneuron monthly or as separately agreed for
         services rendered hereunder and payment shall be made by Interneuron
         within thirty (30) days of receipt of itemized invoices for work
         completed.

14.0     EXPENSES. Quintiles shall be reimbursed by Interneuron for all usual
         and customary travel and lodging expenses incurred in the performance
         of services provided herein which have been requested or approved by
         Interneuron. Payment for such services shall be made to Quintiles
         within thirty (30) days of receipt by Interneuron of invoices or other
         evidence of such expenditures.

15.0     REVIEW OF WORK. During the term of this Agreement, Quintiles will
         permit Interneuron's representative(s) 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

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         project assignment is being conducted in accordance with the agreed
         task and that the facilities are adequate. Furthermore, upon reasonable
         prior notice, Interneuron shall be permitted to inspect all potential
         patient records, and all pertinent information pertaining to the Study
         and, at its option, monitor the Study or any portion thereof, at the
         various clinical sites prior to, during and for a reasonable time after
         the Study is completed, all subject any applicable legal restrictions
         regarding the confidentiality of patient records.

16.0     NOTICES. Any notice required or permitted to be given hereunder by
         either party hereunder shall be in writing and shall be deemed given on
         the date received if delivered personally or three days after the date
         postmarked if sent by registered or certified U.S. mail, return receipt
         requested, postage prepaid or by nationally recognized overnight
         delivery service to the following addresses:

         If to Quintiles:    Kenneth A. Williams, Dr.P.H.
                             Vice President, Contracts Management and
                             Planning Quintiles, Inc.
                             P.O. Box 13979
                             Research Triangle Park, North Carolina  27709-3979

         If to Interneuron:  Bobby W. Sandage, Jr., Ph.D.
                             Executive Vice President Research and Development
                             Interneuron Pharmaceuticals, Inc.
                             99 Hayden Avenue, Suite 340
                             Lexington, Massachusetts 02173

17.0     ASSIGNMENT. Quintiles may assign or subcontract all or a portion of the
         work provided for in any separately contracted amendment to this
         Agreement to an affiliate of Quintiles; provided, however, that in no
         event shall such assignment or subcontracting of work to an affiliate
         release Quintiles from any of its obligations hereunder and any such
         affiliate shall be bound by the terms and conditions of this agreement
         as if such affiliate was an original party hereto.

18.0     GOVERNING LAW. This Agreement shall be construed, governed,
         interpreted, and applied in accordance with the laws of the State of
         North Carolina. If any one or more provisions of this 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.

19.0     SURVIVAL. The obligations of the parties contained in Sections 2.0, 7.0
         and 8.0 hereof, including, without limitation, the indemnity
         obligations contained in Sections 9.0 and 10.0 shall survive the
         closing of this Agreement.

20.0     ENTIRE AGREEMENT. This Agreement contains the entire understandings of
         the parties with respect to the subject matter herein, and supersedes
         all previous Agreements (oral

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         and written), negotiations and discussions. The parties, from time to
         time during the term of this Agreement, may modify any of the
         provisions hereof only by an instrument in writing duly executed by the
         parties.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
through their duly authorized officers on the date(s) set forth below.


                                        ACKNOWLEDGED, ACCEPTED AND AGREED TO:



Quintiles, Inc.                         Interneuron Pharmaceuticals, Inc.



By:  /s/ K.A. Williams                  By:  /s/ Glenn L. Cooper
     --------------------------              -----------------------------
     K. A. Williams, Dr. P.H.                Glenn L. Cooper
     Vice President                          President
     Contracts Management and Planning


Date: July 12, 1996                       Date: July 12, 1996
     -------------------------------         ------------------------------

FEDERAL ID # 56-1323952

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