Sample Business Contracts

Master Services Agreement - Cubist Pharmaceuticals Inc. and Quintiles Inc.

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                            MASTER SERVICES AGREEMENT

         This Master Services Agreement ("Agreement") is made between Cubist
Pharmaceuticals, Inc. which has a place of business at 24 Emily Street,
Cambridge, MA 02139 (hereinafter "Sponsor"), and Quintiles, Inc., a North
Carolina corporation having its principal place of business at 5927 South Miami
Blvd., Durham, NC 27703 (hereinafter "Quintiles"). When signed by both parties,
this Agreement will set forth the terms and conditions under which Quintiles
agrees to provide certain services to Sponsor as set forth herein.


         A. Sponsor is in the business of developing, manufacturing and/or
distributing pharmaceutical products, medical devices and/or biotechnology
products. Quintiles is in the business of providing clinical trial services,
research, and other services for the pharmaceutical, medical device and
biotechnology industries and has made significant, up-front investments in
technologies related to those industries, building on important inventions and
web-based technologies.

         B. Sponsor and Quintiles desire to enter into this Agreement to provide
the terms and conditions upon which Sponsor may engage Quintiles to provide
services for projects by executing individual Work Orders (as defined below)
specifying the details of the services and the related terms and conditions.



         (a)      SCOPE OF AGREEMENT. As a "master" form of contract, this
                  Agreement allows the parties to contract for multiple projects
                  through the issuance of multiple Work Orders (as discussed in
                  Section 1(b) below), without having to re-negotiate the basic


                  terms and conditions contained herein. This Agreement covers
                  the provision of services by Quintiles and Quintiles'
                  corporate affiliates (see Section 17) and, accordingly, this
                  Agreement represents a vehicle by which Sponsor can
                  efficiently contract with Quintiles and its corporate
                  affiliates for a broad range of services.

         (b)      WORK ORDERS. The specific details of each project under this
                  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"). A sample Work
                  Order is attached hereto as Exhibit A. Each Work Order will
                  include, as appropriate, the scope of work, time line, and
                  budget and payment schedule. Each Work Order shall be subject
                  to all of the terms and conditions of this 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 Agreement, the terms and
                  provisions of this Agreement shall control, except to the
                  extent that the applicable Work Order expressly and
                  specifically states an intent to supersede the Agreement on a
                  specific matter. All Work Orders and other exhibits hereto
                  shall be deemed to be incorporated herein by reference.

         (c)      NATURE OF SERVICES. The services covered by this Agreement may
                  include strategic planning, expert consultation, clinical
                  trial services, statistical programming and analysis, data
                  processing, data management, regulatory, clerical, project
                  management, central laboratory services, preclinical services,


                  sciences services, medical device services, and other research
                  and development services requested by Sponsor and agreed to by
                  Quintiles as set forth in the relevant Work Order
                  (collectively, the "Services"). Quintiles and Sponsor, where
                  appropriate, shall cooperate in the completion of a Transfer
                  of Obligations Form in conjunction with the relevant Work
                  Order. Any responsibilities not specifically transferred in
                  the Transfer of Obligations Form shall remain the regulatory
                  Responsibility of Sponsor. The obligations that have been
                  transferred to Quintiles will be provided in the 1571 form to
                  the FDA.

2.0      PAYMENT OF FEES AND EXPENSES. Sponsor will pay Quintiles for fees,
         expenses and pass-through costs in accordance with the budget and
         payment schedule contained in each Work Order. Sponsor agrees that the
         budget and payment schedule for each Work Order will be structured in
         an effort to maintain cash neutrality for Quintiles (with respect to
         the payment of professional fees, pass-through costs and otherwise).
         Sponsor agrees that a prepayment may be necessary for Quintiles to
         maintain cash neutrality over the term of the Work Order taking into
         account payment terms agreed upon between the parties. Unless otherwise
         agreed in a particular Work Order, the following shall apply: (a)
         Quintiles will invoice Sponsor monthly for the fees, expenses and
         pass-through costs incurred in performing the Services; and, (b)
         Sponsor shall pay each invoice within thirty (30) days of the date of
         the invoice. If any portion of an invoice is disputed, then Sponsor
         shall pay the undisputed amounts as set forth in the preceding sentence
         and the parties shall use good faith efforts to reconcile the disputed
         amount as soon as practicable. Sponsor shall pay Quintiles interest in
         an amount equal to one percent (1%) per month of all


         undisputed amounts owing hereunder and not paid within thirty (30)
         days of the date of the invoice.

3.0      TERM. This Agreement shall commence on the date it has been signed by
         all parties and shall continue for a period of five (5) years from the
         date of execution, or until terminated by either party in accordance
         with Section 16 below. The Agreement will automatically renew each year
         thereafter for a period of one year, unless either party notifies the
         other party in writing at least 30 days prior to the renewal date that
         it does not want to renew the Agreement.

4.0      CHANGE ORDERS. Any (a) change in the details of a Work Order, even if a
         fixed price Work Order, or (b) change in the assumptions upon which the
         Work Order is based (including, but not limited to, changes in an
         agreed starting date for a Project or suspension of the Project by
         Sponsor) may require changes in the budget and/or time lines, and shall
         require a written amendment to the Work Order (a "Change Order"). Each
         Change Order shall detail the requested changes to the applicable task,
         responsibility, duty, budget, time line or other matter. The Change
         Order will become effective upon the execution of the Change Order by
         both parties, and will include a specified period of time (as agreed
         upon by the parties) within which Quintiles will implement the changes.
         Both parties agree to act in good faith and promptly when considering a
         Change Order requested by the other party. 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. For any Change Order that affects the scope of the regulatory
         obligations that have been transferred to Quintiles, Quintiles and
         Sponsor- shall execute a corresponding amendment to the Transfer of


         Obligations Form. Sponsor shall provide such changes to the FICA on the
         1571 form and will file such amendment where appropriate, or as
         required by law or regulation.

5.0      CONFIDENTIALITY. It is understood that during the course of this
         Agreement, Quintiles and its employees may be exposed to data and
         information that are confidential and proprietary to Sponsor. All such
         data and information (hereinafter "Sponsor 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 Sponsor. All information
         regarding Quintiles' operations, methods, and pricing and all
         Quintiles' Property (as defined in Section 6.0 below), disclosed by
         Quintiles to Sponsor in connection with this Agreement is proprietary,
         confidential information belonging to Quintiles (the "Quintiles
         Confidential Information", and together with the Sponsor Confidential
         Information, the "Confidential Information"). 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. Each
         party agrees that it will not disclose the terms of this Agreement or
         any Work Order to any third party without the prior written consent of
         the other party, which shall not unreasonably be withheld. These
         obligations of confidentiality and nondisclosure shall remain in effect
         for a period of five (5) years after the completion or termination of
         the applicable Work Order.


         The foregoing obligations shall not apply to Confidential Information
         to the extent that it: (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; (c) was developed independently of any disclosure by the
         disclosing party or was known to the receiving party prior to its
         receipt from the disclosing party, as shown by contemporaneous written
         evidence; or, (d) is required by law or regulation to be disclosed,
         provided however that the other party is promptly notified in writing
         of such requirement prior to, if practicable, disclosure and given an
         opportunity to obtain a suitable protective order.

6.0      OWNERSHIP AND INVENTIONS. All data, information, inventions,
         improvements in know-how, new uses, processes and compounds relating to
         the study drug(s) and or products(s) covered by this Agreement and/or
         applicable Work Orders that are conceived, generated, derived, or
         reduced to practice by Quintiles as the result of the Services
         performed by Quintiles under this Agreement shall be and remain the
         exclusive property of Sponsor and Quintiles agrees to assign its rights
         in all such inventions and/or related patents to Sponsor.
         Notwithstanding the foregoing, Sponsor 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,
         procedure manuals, personnel data, financial information, computer
         technical expertise and software, which have been independently
         developed by Quintiles and which relate to its business or operations
         (collectively "Quintiles' Property"). Sponsor 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 Agreement arc the sole and exclusive property of

7.0      RECORDS AND MATERIALS. At the completion of the Services by Quintiles,
         all materials, information and all other data owned by Sponsor,
         regardless of the method of storage or retrieval, shall be delivered to
         Sponsor in such form as is then currently in the possession of
         Quintiles, subject to the payment obligations set forth in Section 2
         herein. Alternatively, at Sponsor's written request, such materials and
         data may be retained by Quintiles for Sponsor for an agreed-upon time
         period, or disposed of pursuant to the written directions of Sponsor.
         Sponsor shall pay the costs associated with any of the above options
         and shall pay a to-be-determined fee for storage by Quintiles of
         records and materials after completion or termination of the Services.
         Quintiles, however, reserves the right to retain, at its own cost and
         subject to the confidentiality provisions herein, one copy of all
         materials for its corporate files. Nothing in this Agreement shall be
         construed to transfer from Sponsor to Quintiles any FDA or regulatory
         record-keeping requirements unless such transfer is specifically
         provided for in the applicable Transfer of Obligations Form.

8.0      INDEPENDENT CONTRACTOR RELATIONSHIP. Except as provided in Article 10.0
         herein, 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 joint venturers


         and neither party shall have the power or right to bind or obligate the
         other party or shall hold itself out as having such authority. If,
         however, Sponsor desires to conduct clinical trials in one or more
         countries that require a local sponsor or representative, and Sponsor
         does not have an office in those countries, then sponsor may request
         that Quintiles or its affiliates serve as its agent for that purpose,
         and the parties will include in the Work Order an attachment regarding
         local representative duties.

9.0      REGULATORY COMPLIANCE; INSPECTIONS. Quintiles agrees that its Services
         will be conducted in compliance with ICH Guidelines, Good Clinical
         Practices, all applicable laws, rules and regulations, including but
         not limited to the Federal Food, Drug and Cosmetic Act and the
         regulations promulgated pursuant thereto, and with the standard of care
         customary in the contract research organization industry. Quintiles'
         standard operating procedures will be used in performance of the
         Services, unless otherwise specifically stated in the Work Order.
         Quintiles certifies that it has not been debarred by the FDA pursuant
         to Section (a) or (b) of 21 U.S.C. Section 335a, and that it will not
         knowingly employ any person or entity that has been so debarred to
         perform any Services under this Agreement. Sponsor represents and
         certifies that it will not require Quintiles to perform any assignments
         or tasks in a manner that would or potentially would violate any
         applicable law or regulation or scientific standard. Sponsor further
         represents that it will cooperate with Quintiles in taking any actions
         that Quintiles reasonably believes are necessary to comply with the
         regulatory obligations that have been transferred to Quintiles.


         Each party acknowledges that the other party may respond independently
         to any regulatory correspondence or inquiry in which such party or its
         affiliates is named. Sponsor may review and approve Quintiles' response
         with respect to Sponsor's study or Project, but such approval shall not
         be unreasonably withheld. Each party, however, shall: a) notify the
         other party promptly of any FDA or other governmental or regulatory
         inspection or inquiry concerning any study or Project of Sponsor in
         which Quintiles is providing Services and such inspection or inquiry
         relates to or affects such Services, including but not limited to,
         inspections of investigational sites or laboratories; b) forward to the
         other party copies of any correspondence from any regulatory or
         governmental agency relating to such a study or Project, including, but
         not limited to, FDA Form 483 notices, and FDA refusal to file,
         rejection or warning letters, even if they do not specifically mention
         the other party; and, c) obtain the written consent of the other party,
         which will not unreasonably be withheld, before referring to the other
         party or any of its affiliates in any regulatory correspondence. Where
         reasonably practicable, each party will be given the opportunity to
         have a representative present during an FDA or regulatory inspection.
         Each party, however, acknowledges that it may not direct the manner in
         which the other party fulfills its obligations to permit inspection by
         governmental entities.

         Each party agrees that, during an inspection by the FDA or other
         regulatory authority concerning any study or Project of Sponsor in
         which Quintiles is providing Services, it will not disclose information
         and materials that are not required to be disclosed to such agency,
         without the prior written consent of the other party, which consent
         shall not unreasonably be withheld. Such information and materials
         includes, but are not limited to, the following: 1) financial data and
         pricing data


         (including, but not limited to, the budget and payment sections of the
         Work Order); 2) sales data (other than shipment data); and 3) personnel
         data (other than data as to qualification of technical and professional
         persons performing functions subject to regulatory requirements.)

         During the term of this Agreement, Quintiles will permit Sponsor's
         representatives (unless such representatives are competitors of
         Quintiles) to examine or audit the work performed hereunder and the
         facilities at which the work is conducted upon reasonable advance
         notice during regular business hours to determine that the Project
         assignment is being conducted in accordance with the agreed task and
         that the facilities are adequate. All information disclosed, revealed
         to or ascertained by Sponsor in connection with any such audit or
         examination or in connection with any correspondence between Quintiles
         and any regulatory authorities (including any FDA Form 483 notices)
         shall be deemed to constitute Quintiles Confidential Information for
         purposes of this Agreement. Sponsor shall reimburse Quintiles for its
         time and expenses (including reasonable attorney fees and the costs of
         responding to findings) associated with any inspection, audit or
         investigation relating to the Services ("Inspection") instigated by
         Sponsor or by a governmental authority, unless such Investigation finds
         that Quintiles breached this Agreement or any applicable law or

10.0     RELATIONSHIP WITH INVESTIGATORS. If a particular Work Order obligates
         Quintiles to contract with investigators or investigative sites
         (collectively, "Investigators") then Quintiles will use the approved
         Clinical Trial Agreement ("CTA") form, a copy of which is attached
         hereto as Exhibit B, which Quintiles will execute as the authorized
         agent of Sponsor. If the agreed-upon CTA form is updated by Sponsor,
         Quintiles will use the then current CTA form as of the time of the Work
         Order. If


         an Investigator insists upon any material changes to any provisions
         that directly relate to Sponsor, then Quintiles shall submit the
         proposed material charge to Sponsor, and Sponsor shall review, comment
         on and/or approve such proposed changes within five (5) working days.
         If the CTA form, or any changes approved by Sponsor, differ from the
         terms of this Agreement or a Work Order (including, but not limited to,
         provisions allowing an Investigator to publish results or data that
         Quintiles is prohibited from revealing), then Quintiles shall have no
         liability for including any such approved provisions or changes. The
         parties acknowledge and agree that Investigators shall not be
         considered the employees, agents, or subcontractors of Quintiles or
         Sponsor and that Investigators shall exercise their own independent
         medical judgment. Quintiles' responsibilities with respect to
         Investigators shall be limited to those responsibilities specifically
         set forth in this Agreement and the applicable Work Order.

         If Quintiles will be paying Investigators on behalf of Sponsor, the
         parties will agree in the applicable Work Orders as to a schedule of
         amounts to be paid to Investigators. Sponsor acknowledges and agrees
         Quintiles will only pay Investigators from advances or pre-payments
         received from Sponsor for Investigators' services, and that Quintiles
         will not make payments to Investigators prior to receipt of sufficient
         funds from Sponsor. Sponsor acknowledges and agrees that Quintiles will
         not be responsible for delays in a study or Project to the extent that
         such delays are caused by Sponsor's failure to make adequate
         pre-payment for Investigators' services. Sponsor further acknowledges
         and agrees that payments for Investigators' services are pass-through
         payments to third parties and are separate from payments for Quintiles'


11.0     CONFLICT OF AGREEMENTS. Quintiles represents to Sponsor that it is not
         a party to any agreement which would prevent it from fulfilling its
         obligations under this Agreement and that during the terms of this
         Agreement, Quintiles agrees that it will not enter into any agreement
         to provide services which would in any way prevent it from providing
         the Services contemplated under this Agreement. Sponsor agrees that it
         will not enter into an agreement with a third party that would alter or
         affect the regulatory obligations delegated to Quintiles in any study
         or project without the written consent of Quintiles, which will not be
         unreasonably withheld.

12.0     RESTRICTIONS ON ANNOUNCEMENTS. Quintiles shall not make any oral
         presentation or publications relating to any Project without Cubist's
         prior written consent except as required by law or by court or
         administrative order, or as provided below with regard to Sponsor's
         publication rights. Neither party shall employ or use the name of the
         other party in any announcement, publication or promotional material or
         in any form for public distribution, without the prior written consent
         of the other party, except as required by law or by court or
         administrative order. Sponsor shall have the exclusive, unrestricted
         right to publish the results of a particular study.

13.0     [OMITTED]

14.0     INDEMNITY. Sponsor shall indemnify and hold Quintiles and its
         affiliates and its and their directors, officers, employees, and agents
         harmless and hereby forever releases and discharges Quintiles and its
         affiliates and its and their directors, officers, employees, and agents
         from and against all losses, liabilities, damages and expenses
         (including reasonable attorneys' fees and cost's) ("Losses") that
         Quintiles its


         affiliates and its and their directors, officers, employees, and agents
         may suffer or incur as a result of any claims, demands, actions or
         other proceedings made or instituted by a third party against any of
         them arising out of or relating to the Services performed under this
         Agreement or any Work Order for these Losses that arise out of (a) any
         injury to or death of any person participating in any project or study,
         (b) the negligence or intentional misconduct of Sponsor or its
         affiliates, or its or their directors, officers, employees or agents,
         (c) any breach of this Agreement or any Work Order by Sponsor or its
         affiliates, or its or their directors, officers, employees or agents;
         (d) any theory of product liability (including, without limitation,
         actions in the form of tort, warranty or strict liability) or; e) any
         patent infringement action relating, to Sponsor's compounds or products
         accept to the extent that such Losses result from (a) any material
         breach by Quintiles of its obligations under this Agreement, or (b) the
         negligence, recklessness or intentional acts or omissions in connection
         with the work performed by or on behalf of Quintiles hereunder. In no
         event shall Sponsor indemnify Quintiles for any loss, liability, damage
         or expense suffered or incurred as a result of activity which is
         outside the scope of a Work Order hereunder.

         Quintiles shall indemnify and hold Sponsor and its affiliates and its
         and their directors, officers, employees, and agents harmless and
         hereby forever releases and discharges Sponsor and its affiliates and
         its and their directors, officers, employees, and agents from and
         against all losses, liabilities, damages and expenses (including
         reasonable attorneys' fees and costs) that Sponsor and its affiliates
         and its and their directors, officers, employees, and agents may suffer
         or incur as a result of any claims, demands, actions or other
         proceedings made or instituted by a third party against any of them
         arising out of or relating to the Services


         performed under this Agreement or any Work Order to the extent that
         such claims, demands, actions or other proceedings result from (a) any
         material breach of Quintiles of its obligations under this Agreement,
         or (b) the negligence, recklessness or intentional acts or omissions in
         connection with the work performed by or on behalf of Quintiles

15.0     Procedure. The party that intends to claim indemnification under this
         Article (the "Indemnitee") shall promptly notify the indemnifying party
         (the "Indemnitor") for any loss, claim, damage, liability or action
         with respect to which the Indemnitee intends to claim such
         indemnification, and the Indemnitor shall assume the defense thereof
         with counsel mutually satisfactory to the Indemnitee whether or not
         such loss, claim, damage, liability or action is rightfully brought;
         provided, however, that an Indemnitee shall have the right to retain
         its own counsel, with the fees and expenses to be paid by the
         Indemnitor if Indemnitor does not assume the defense, or, if
         representation of such Indemnitee by the counsel retained by the
         Indemnitor would be inappropriate due to actual or potential differing
         interests between such Indemnitee and any other person represented by
         such counsel in such proceedings. The indemnity agreement in this
         Article shall not apply to amounts paid in settlement of any loss,
         claim, damage, liability or action if such settlement is effected
         without the consent of the Indemnitor, which consent shall not be
         withheld or delayed unreasonably. The failure to deliver notice to the
         Indemnitor within a reasonable time after the commencement of any such
         action, only if prejudicial to its ability to defend such action, shall
         relieve such Indemnitor of any liability to the Indemnitee under this
         Article, but the omission to deliver notice to the Indemnitor will not
         relieve it of any liability that it may have to any Indemnitee


         than under this Article. The lndemnitor shall not settle the action or
         otherwise consent to an adverse judgement in such action that
         diminishes the rights or interest of the Indemnitee without the express
         consent of the Indemnitee. The Indemnitee under this Article, its
         employees and agents, shall cooperate fully with the Indemnitor and its
         legal representatives in the investigations of any action, claim or
         liability covered by this indemnification. The Indemnitee shall keep
         the Indemnitor informed of any investigation and the Indemnitor shall
         have the right to review and comment on the conduct of the

16.0     TERMINATION. Sponsor may terminate this Agreement or any Work Order
         without cause at any time during the term of the Agreement on
         forty-five (45) days' prior written notice to Quintiles. Either party
         may terminate this Agreement or any Work Order for material breach upon
         thirty (30) days' written notice specifying the nature of the breach,
         if such breach has not been substantially cured within the thirty (30)
         day period. During the 30-day cure period for termination due to
         breach; each party will continue to perform its obligations under the
         Agreement. If the termination notice is not due to a breach, or if the
         cure period has expired without a substantial cure of the breach, then
         the parties shall promptly meet to prepare a close-out schedule, and
         Quintiles shall cease performing all work not necessary for the orderly
         close-out of the Services or required by laws or regulations. Either
         party may terminate this Agreement or any Work Orders immediately upon
         provision of written notice if the other party becomes insolvent or
         files for bankruptcy. Any written termination notice shall identify the
         specific Work Order or Work Orders that are being terminated.


         If this Agreement or any Work Order is terminated, Sponsor shall pay
         Quintiles for all Services performed in accordance with this Agreement
         and any applicable Work Order and reimburse Quintiles for all costs and
         expenses incurred in performing those Services, including all
         non-cancelable costs incurred prior to termination but paid after the
         termination date. Sponsor shall pay for all the work actually performed
         in accordance with this Agreement and the applicable Work Order, even
         if the parties' original payment schedule spreads-out payments for
         certain services (examples are unit or milestone-based payments) or
         defers payments for certain services until the end of the Study.
         Sponsor shall pay for all actual costs, including time spent by
         Quintiles personnel (which shall be billed at Quintiles' standard daily
         rates in effect as of the date of the termination notice), incurred to
         complete activities associated with the termination and close-out of
         affected Projects, including the fulfillment of any regulatory
         requirements. In addition, if the termination is by Sponsor without
         cause, or by Quintiles for cause, and the total fees for the Project
         are greater than one million U.S. dollars in value, then Sponsor shall
         pay to Quintiles an amount equal to twenty percent (20%) of the budget
         for the remainder of Services that have not yet been performed, to
         cover Quintiles' costs associated with early termination.

17.0     RELATIONSHIP WITH AFFILIATES. Sponsor agrees that Quintiles may use the
         Services of its corporate affiliates, subject to prior written consent
         by the Sponsor, to fulfill Quintiles' obligations under this Agreement
         and any Work Order. Any affiliate so used shall be subject to all of
         the terms and conditions applicable to Quintiles under this Agreement
         or any Work Order, entitled to all rights and protections afforded
         Quintiles under this Agreement or any Work Order. Quintiles


         agrees that Sponsor's affiliates may use the services of Quintiles (and
         its affiliates) under this Agreement. In such event, such Sponsor's
         affiliates shall be bound by all the terms and conditions of this
         Agreement and any Work Order and entitled to all rights and protections
         afforded Sponsor under this Agreement and any Work Order. The term
         "affiliate" shall mean all entities controlling, controlled by or under
         common control with Sponsor or Quintiles, as the case may be. The term
         "control" shall mean the ability to vote fifty percent (50%) or more of
         the voting securities of any entity or otherwise having the ability to
         influence and direct the policies and direction of an entity.

         forward to Quintiles in a timely manner all documents, materials and
         information in Sponsor's possession or control necessary for Quintiles
         to conduct the Services. Quintiles shall not be liable to Sponsor nor
         be deemed to have breached this Agreement or any Work Order for errors,
         delays or other consequences arising from Sponsor's failure to timely
         provide documents, materials or information or to otherwise cooperate
         with Quintiles in order for Quintiles to timely and properly perform
         its obligations. If Sponsor delays a project from its agreed starting
         date or suspends performance of a project for a period longer than 10
         working days, then either: a) Sponsor will pay the standard daily rate
         of the Quintiles' personnel assigned to the project, based on the
         percentage of their time allocated to the project, for the period of
         the delay beginning on the eleventh working day, in order to keep the
         Current team members; or, b) Quintiles may re-allocate the personnel at
         its discretion, and Sponsor will pay the costs of retraining new
         personnel. In addition, Sponsor will pay all non-cancelable costs and
         expenses incurred by Quintiles due to the delay and will adjust all
         timelines to reflect additional time required


         due to the delay. Sponsor shall provide Quintiles with all information
         available to it regarding known or potential hazards associated with
         the use of any substances supplied to Quintiles by Sponsor, and Sponsor
         shall comply with all current legislation and regulations concerning
         the shipment of substances by the land, sea or air.

19.0     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 or services, failure of power or restrictive government or
         judicial orders, or decrees, riots, insurrection, wear, Acts of God,
         inclement weather or other reason or cause beyond that party's control,
         then performance of such act (except for the payment of money owed)
         shall be excused for the period of such delay.

20.0     NOTICES AND DELIVERIES. 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 by a
         reputable overnight delivery service, or three (3) days after the date
         postmarked if sent by registered or certified mail, return receipt
         requested, postage prepaid to the following addresses:

         If to Quintiles.                               If to Sponsor:

         Quintiles, Inc.                                Cubist Pharmaceuticals
         5927 South Miami Boulevard                     24 Emily Street
         Duel sane, NC 27703                            Cambridge, MA 02139
         Attention: Michael P. Motto, Ph.D.             Attention: Karen Brennan
         Vice President                                 Clinical Trial Manager


         With a copy to:                                With a copy to:

         Quintiles Transnational                        Irina R. Franklin
         Legal Department                               Executive Director
         P.O. Box 13 979                                Business Development
         Research Triangle Park,                        Cubist Pharmaceuticals
         North Carolina 27709-3979                      24 Emily Street
         Attention: John Russell                        Cambridge, MA 02139

         If Sponsor delivers, ships, or mails materials or documents to
         Quintiles, or requests that Quintiles deliver, ship, or mail materials
         or documents to Sponsor or to third parties, then the expense and risk
         of loss for such deliveries, shipments, or mailings shall be borne by
         Sponsor, provided that Quintiles followed Sponsor's written
         instructions for the materials that were delivered, shipped, or mailed.
         Quintiles disclaims any liability for the actions or omissions of third
         party delivery services or carriers.

21.0     INSURANCE. Each party will maintain, for the duration of this
         Agreement, insurance in an amount reasonably adequate to cover its
         obligations hereunder, and, upon request, each party will provide to
         the other party a certificate of insurance showing that such insurance
         is in place.

22.0     INFLATION ADJUSTMENTS. Where services in a Work Order are provided by
         Quintiles over multiple calendar years, Quintiles may increase its fees
         at the beginning of each calendar year to reflect increases in
         Quintiles' business costs on a prospective basis only. Quintiles'
         overall cost increase for the next twelve (12) month period shall not
         exceed the percentage charge in the wages/earnings survey as published
         in the Economist (or as reported at WWW.ECONOMIST.COM) or the
         equivalent inflation index of the country where services are performed
         over the preceding twelve (12) month period.


23.0     BINDING AGREEMENT AND ASSIGNMENT. Except as stated above in Section 17,
         neither party may assign any of its rights or obligations under this
         Agreement to any party without the express, written consent of the
         other party, provided, however, that without such consent, either party
         may assign this Agreement in connection with the transfer or sale of
         all or substantially all of its assets, stock or business, or its
         merger with another entity, provided further, however, the assignee has
         the financial ability to fulfill assignor's obligations hereunder.
         Subject to the foregoing, this Agreement shall be binding upon, inure
         to the benefit of and be enforceable by the parties and their
         respective successors and permitted assigns.

24.0     CHOICE OF LAW, WAIVER AND ENFORCEABILITY. This Agreement shall be
         construed, governed, interpreted, and applied in accordance with the
         laws of the Commonwealth of Massachusetts, exclusive of its conflicts
         of law provisions. The failure to enforce any right or provision herein
         shall not constitute a waiver of that right or provision. Any waiver of
         a breach of a provision shall not constitute a waiver of any subsequent
         breach of that provision. If any provisions herein are found to be
         unenforceable on the grounds that they are overly broad or in conflict
         with applicable laws, it is the intent of the parties that such
         provisions be replaced, reformed or narrowed so that their original
         business purpose can be accomplished to the extent permitted by law,
         and that the remaining provisions shall not in any way be affected or
         impaired thereby.

25.0     SURVIVAL. The rights and obligations of Sponsor and Quintiles, which by
         intent or meaning have validity beyond such termination (including, but
         not limited to, rights with respect to inventions, confidentiality,


         discoveries and improvements, indemnification and liability
         limitations) shall survive the termination of this Agreement or any
         Work Order.

26.0     ARBITRATION. Any controversy or claim arising out of or relating to
         this Agreement or the breach thereof may be settled by arbitration
         administered by the American Arbitration Association ("AAA") under its
         Commercial Arbitration Rules, and judgment on the award rendered by the
         arbitrator shall be binding and may be entered in any court having
         jurisdiction thereof. If arbitration is demanded by Quintiles, such
         arbitration shall take place in Cambridge, Massachusetts and if
         demanded by Sponsor, in Durham, North Carolina. Such arbitration shall
         be conducted in English by one arbitrator mutually acceptable to the
         parties selected in accordance with AAA rules. The arbitrator shall not
         have the power to award any punitive damages or any damages excluded by
         this Agreement.

         with the applicable Work Orders, 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. The descriptive headings of the sections of this Agreement
         are inserted for convenience only and shall not control or affect the
         meaning or construction of any provision hereof. Any modifications to
         the provisions herein must be in writing and signed 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.


QUINTILES, INC.                             CUBIST PHARMACEUTICALS, INC.

By:  /s/ MICHAEL P. ARLOTTO                 By:  /s/ SCOTT M. ROCKLAGE
   ----------------------------------          ---------------------------------

Print Name:  MICHAEL P. ARLOTTO, PH.D.      Print Name:  SCOTT M. ROCKLAGE
           ---------------------------                 -------------------------

Title:  VICE PRESIDENT                      Title:  CEO
      -------------------------------              -----------------------------

Date:  4/24/01                              Date:  4/25/01
     --------------------------------              -----------------------------

FEDERAL ID# 56-1323952