Exhibit 10.2
GENERAL SERVICES AGREEMENT
This General Services Agreement (the "Agreement") is made and effective as of
March 25, 2003 ("Effective Date"), by and between RRD International, LLC, a
Delaware limited liability company with principal executive offices located at
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "RRD"),
and Bioenvision, Inc., a Delaware corporation with principal executive offices
located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter
"Bioenvision"). When executed by both parties hereto, this Agreement will set
forth the terms and conditions under which RRD agrees to provide certain
services to Bioenvision as set forth herein.
Recitals:
WHEREAS, Bioenvision is in the business of developing, manufacturing and/or
distributing pharmaceutical products, biotechnology products and/or medical
devices;
WHEREAS, RRD is engaged in the business of conducting product evaluation and
development on behalf of entities engaged in the development, manufacture,
distribution and/or sale of pharmaceutical products, biotechnology products
and/or medical devices; and
WHEREAS, Bioenvision and RRD desire to enter into this Agreement, pursuant
to which RRD will perform the services set forth in this Agreement for
Bioenvision in connection with the development, manufacture and
distribution of Bioenvision's clofarabine, trilostane and OLIGON(TM)
technologies, in each case, as more fully set forth in this Agreement (the
"Project").
Agreement:
1.0 Services to be Provided. The services to be performed hereunder shall
be specified in the Scope of Work attached hereto as Addendum 1 (the
"Scope of Work"), as well as the Project Time line, attached hereto as
Addendum 2 (the "Project Time Line" and collectively with the Scope of
Work, the Project Assumptions and the Project Services Checklist, the
"Services"). RRD and Bioenvision, where appropriate, shall cooperate in
the completion of a Transfer of Obligations Form in conjunction with
this Agreement. Any responsibilities not specifically transferred in
the Transfer of Obligations Form shall remain the regulatory
responsibility of Bioenvision. The Transfer of Obligations Form will be
filed with the Food and Drug Administration ("FDA") by Bioenvision,
where appropriate, or as required by law or regulation, and will be
attached hereto as Addendum 5 (the "Transfer of Regulatory
Obligations").
2.0 Payment of Fees and Expenses. Bioenvision will pay RRD for reasonable
and accountable fees, expenses and pass-through costs in accordance
with the budget estimate attached hereto as Addendum 3 (the "Budget")
and in accordance with the payment terms attached hereto as Addendum 4
(the "Payment Terms"). Bioenvision agrees that the budget and payment
will be structured in an effort to maintain cash neutrality for RRD
(with respect to the payment of professional fees, pass-through costs
and otherwise). RRD acknowledges that prior to the date hereof
Bioenvision has provided an upfront cash payment to RRD in the amount
of sixty thousand dollars ($60,000) ("Initial Deposit"). The Initial
Deposit will be used by RRD to pay its invoices at the time they are
presented to Bioenvision commencing with the first invoice delivered to
Bioenvision. Thereafter, RRD shall invoice Bioenvision bi-monthly and
Bioenvision shall pay each invoice promptly. Any amounts remaining at
the end of the Project will be applied to the final invoice and any
amount remaining will be immediately refunded to Bioenvision. The
currency to be used for invoice and payment shall be U.S. Dollars.
3.0 Term. This Agreement shall commence on the Effective Date that it is
executed by both parties and shall continue until the Services are
completed or until terminated by either party in accordance with
Section 15.0 below.
4.0 Change Orders. Any change in the details of this Agreement or the
assumptions upon which the Agreement is based (including, but not
limited to, changes in an agreed starting date for a project or
suspension of the project by Bioenvision) may require changes in the
budget and/or time lines and shall require a written amendment to the
Agreement (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 RRD will be given a reasonable
period of time within which to implement the changes (not to exceed
thirty days unless otherwise agreed to between the parties). Both
parties agree to act in good faith and promptly when considering a
Change Order requested by the other party. RRD reserves the right to
postpone effecting material changes in the scope of the Services 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 or will be transferred to RRD, RRD and
Bioenvision promptly shall execute a corresponding amendment to the
Transfer of Obligations Form. Such amendment shall be executed by RRD
and Bioenvision and filed by Bioenvision with the FDA, where
appropriate, or as required by law or regulation.
5.0 Confidentiality. It is understood that during the course of this
Agreement, RRD and its employees may be exposed to data and information
that is confidential and proprietary to Bioenvision. All such data and
information, including, without limitation, all analyses, compilations,
studies, notes, summaries and any and all other records prepared by the
receiving party that contain or otherwise reflect or are generated by
such data and information (hereinafter "Bioenvision Confidential
Information"), written or verbal, tangible or intangible, made
available, disclosed or otherwise made known by any means to RRD and
its employees as a result of Services under this Agreement shall be
considered proprietary and confidential, shall be maintained in strict
confidence and shall be considered the sole and exclusive property of
Bioenvision. All information regarding RRD's pricing and RRD's Property
(as defined in Section 6.0 below), disclosed by RRD to Bioenvision in
connection with this Agreement is proprietary, confidential information
belonging to RRD (hereinafter "RRD Confidential Information," and
together with the Bioenvision 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 to any third party without the 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 ten (10) years after the termination of this Agreement.
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 that 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 in
the reasonable discretion of the disclosing party.
The parties hereto acknowledge that money damages would be both
incalculable and an insufficient remedy for any breach of the
confidentiality restrictions set forth in this Section 5.0, and that
any such breach would cause the other party irreparable harm.
Accordingly, the parties hereto agree that in the event of any breach
or threatened breach hereof by Bioenvision or RRD or by their
respective representatives, the other party to this Agreement shall be
entitled, in addition to any other remedy available at law, to
equitable relief, including, without limitation, injunctive relief
and/or specific performance without the posting of any bond or other
security.
6.0 Ownership and Inventions. All data and information, including, without
limitation, all inventions and/or related patents or other intellectual
property of any kind or nature, and all improvements thereon and/or
modifications thereof, in each case, generated or derived by RRD as the
result of services performed by RRD under this Agreement shall be and
remain the sole and exclusive property of Bioenvision. Any inventions
that may evolve from the data and information described above or as the
result of services performed by RRD under this Agreement shall belong
exclusively to Bioenvision and RRD agrees to assign any and all of its
rights in all such inventions and/or related patents or other
intellectual property of any kind or nature, in each case, to
Bioenvision. Notwithstanding the foregoing, Bioenvision acknowledges
that RRD 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, that have been independently
developed by RRD and that relate to primarily and directly to its
business or operations (collectively "RRD's Property"). Bioenvision and
RRD agree that any of RRD's Property or improvements thereto that are
used, improved, modified or developed by RRD under or during the term
of this Agreement are the sole and exclusive property of RRD.
At the completion of the Services by RRD, all materials, information
and all other data owned by Bioenvision or that Bioenvision has a right
to pursuant to the terms of this Agreement, including, without
limitation, the Bioenvision Confidential Information, regardless of the
method of storage or retrieval, shall be delivered promptly
(but in no event more than thirty (30) days following such completion
of Services or termination of the Agreement) to Bioenvision in such
form as is then currently in the possession of RRD, subject to the
payment obligations set forth in Section 2.0 herein. RRD, however,
reserves the right to retain, at its own cost and subject to the
confidentiality provisions herein, one copy of all materials provided
to Bioenvision as the result of the Services, which material will be
used solely to satisfy regulatory requirements or to resolve disputes
regarding the Services. Nothing in this Agreement shall be construed to
transfer from Bioenvision to RRD any FDA or regulatory record-keeping
requirements unless such transfer is specifically provided for in the
applicable Transfer of Obligations Form.
7.0 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
joint venturers. Neither party shall have the power or right to bind or
obligate the other party, nor shall it hold itself out as having such
authority.
8.0 Representations; Regulatory Compliance; Inspections. RRD represent and
warrants and covenants to Bioenvision that RRD complies with and will
continue to comply in all material respects with all applicable state
and federal laws and regulations applicable to the conduct of its
business. In addition, RRD covenants to Bioenvision that its Services
will be conducted in compliance with all applicable state and federal
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 industry. RRD certifies that it has not been debarred under
the Generic Drug Enforcement Act or under any similar legislation
promulgated under the laws of the European Community or any member
state therein and that it will not knowingly employ any person or
entity that has been so debarred to perform any Services under this
Agreement. Bioenvision represents and certifies that it will not
require RRD to perform any assignments or tasks in a manner that would
violate any applicable law or regulation. Bioenvision further
represents that it will cooperate with RRD in taking any actions that
RRD reasonably believes are necessary to comply with the regulatory
obligations that have been transferred to RRD.
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. However, each party shall: (a) notify the other
party promptly of any FDA or other governmental or regulatory
inspection or inquiry concerning any study or project of Bioenvision in
which RRD is providing Services, including, but not limited to,
inspections of investigational sites or laboratories; (b) promptly
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, Form FD-483 notices and FDA refusal to
file, rejection or warning letters, even if they do not specifically
mention the other party; (c) obtain the prior written consent of the
other party, which consent will not be unreasonably withheld, before
referring to the other party or any of its affiliates in any regulatory
correspondence or before responding to such regulatory correspondence;
and (d) use its best efforts to obtain prior written consent, which
consent shall not be unreasonably withheld, before responding to any
such regulatory inquiry. Where reasonably practicable, each party will
be given the opportunity to have a representative present during a FDA
or regulatory inspection. However, each party 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 Bioenvision in
which RRD 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
be unreasonably withheld. Such information and materials includes, but
are not limited to, the following: (a) financial data and pricing data
(including, but not limited to, the budget and payment schedule); (b)
sales data (other than shipment data); (c) personnel data (other than
data as to qualification of technical and professional persons
performing functions subject to regulatory requirements); and (d)
Confidential Information.
During the term of this Agreement, RRD will permit Bioenvision's
representatives to conduct routine administrative audits on an annual
basis, which audits shall last no more than two (2) days, to examine or
audit the work performed hereunder at the facilities at which the work
is conducted upon reasonable advance notice during regular business
hours to confirm that the project assignment is being conducted
adequately in accordance with the agreed upon responsibilities and
procedures and that the facilities are adequate.
9.0 Relationship with Investigators. If this Agreement obligates RRD to
contract with investigators or investigative sites (collectively,
"Investigators"), then any such contract shall be on a form mutually
acceptable to RRD and Bioenvision. If an Investigator requests any
material changes to such form, RRD shall submit the proposed change to
Bioenvision and Bioenvision shall promptly review, comment on and/or
approve such proposed
changes. If Bioenvision approves a form Investigator Agreement, or any
changes to the form, that differ from the terms of this Agreement
(including, but not limited to, allowing an Investigator to publish
results or data that RRD is prohibited from revealing), then RRD shall
have no liability for any such approved provisions or changes. The
parties acknowledge and agree that Investigators shall not be
considered the employees, agents or subcontractors of RRD or
Bioenvision, and that Investigators shall exercise their own
independent medical judgment. RRD's responsibilities with respect to
Investigators shall be limited to those responsibilities specifically
set forth in this Agreement.
If RRD will be paying Investigators on behalf of Bioenvision, the
parties will agree to a pre-approved, written schedule of amounts to be
paid to Investigators. Bioenvision acknowledges and agrees that RRD
will only pay Investigators from advances or pre-payments received from
Bioenvision for Investigators' services and that RRD will not make
payments to Investigators prior to receipt of sufficient funds from
Bioenvision. Bioenvision acknowledges and agrees that RRD will not be
responsible for delays in a study or project to the extent that such
delays are caused by Bioenvision's failure to make adequate pre-payment
for Investigators' services. Bioenvision further acknowledges and
agrees that payments for Investigators' services are pass-through
payments to third parties and are separate from payments for RRD's
Services. Bioenvision agrees that it will not withhold Investigator
payments except to the extent that it has reasonable questions about
the services performed by a particular Investigator.
10.0 Conflict of Agreements; Non-Competition. RRD represents to Bioenvision
that it is not a party to any agreement that would prevent it from
fulfilling its obligations under this Agreement and that during the
term of this Agreement, RRD will not enter into any agreement to
provide services that would in any way prevent it from providing the
services contemplated under this Agreement. Bioenvision agrees that it
will not enter into an agreement with a third party that would alter or
affect the regulatory obligations delegated to RRD pursuant to this
Agreement without the written consent of RRD, which consent will not be
unreasonably withheld; provided, however, that the parties hereto
acknowledge and agree that any regulatory obligations delegated to RRD
during the Term of this Agreement may be revised in accordance with
Section 4.0 hereof..
RRD represents that it is not a party to any agreement, nor shall RRD
enter into any agreement during the term of this Agreement, to develop
products for, or in conjunction with, any person or entity that consist
of compounds with the same mechanisms of actions (i.e. same molecular
targets) for the same indications as any of Bioenvision's products.
11.0 Publication. Project results may not be published or referred to, in
whole or in part, by RRD or its affiliates without the prior express
written consent of Bioenvision. Neither party will use the other
party's name in connection with any publication or promotion without
the other party's prior written consent, except as required by law,
including, without limitation, the rules and regulations of the FDA or
the Securities and Exchange Commission.
12.0 Limitation of Liability. In no event shall the collective, aggregate
liability (including, but not limited to, contract, negligence and tort
liability, as well as for any special, incidental, indirect or
consequential damages, including, but not limited to, the loss of
opportunity, loss of use or loss of revenue or profit in connection
with or arising out of this Agreement or the Services performed
hereunder) of RRD and its respective directors, officers, employees and
agents under this Agreement exceed the greater of (a) two times the
aggregate fees earned by RRD pursuant to this Agreement from and after
the date hereof, or (b) three million U.S. dollars ($3,000,000).
13.0 Indemnification. Bioenvision shall indemnify, defend and hold harmless
RRD and its directors, officers, employees and agents (each, a "RRD
Indemnified Party"), from and against any and all losses, damages,
liabilities, reasonable attorney fees, court costs and expenses
(collectively "Losses") resulting from or arising out of any breach of
this Agreement or any third-party claims, actions, proceedings,
investigations or litigation relating to, arising from or in connection
with this Agreement or the Services contemplated herein (including,
without limitation, any Losses arising from or in connection with any
study, test, device, product or potential product to which this
Agreement relates), except to the extent such Losses are determined to
have resulted from the gross negligence, reckless or willful misconduct
or intentional misconduct of the RRD Indemnified Party seeking
indemnity hereunder.
RRD shall indemnify, defend and hold harmless Bioenvision and its
affiliates, and its and their directors, officers, employees and agents
(each, a "Bioenvision Indemnified Party"), from and against any and all
losses, damages, liabilities, reasonable attorney fees, court costs,
and expenses (collectively "Bioenvision Losses") resulting or arising
from any breach of this Agreement or any third-party claims, actions,
proceedings, investigations or litigation relating to or arising from
or in connection with this Agreement or the Services contemplated
herein (including, without limitation, any Bioenvision Losses arising
from or in connection with any study, test, device,
product or potential product to which this Agreement relates), to the
extent such Bioenvision Losses are determined to have resulted from the
gross negligence, reckless or willful misconduct or intentional
misconduct of RRD.
14.0 Indemnification Procedure. The party seeking indemnification hereunder
shall give the indemnifying party prompt notice of any such claim or
lawsuit (including a copy thereof) served upon it and shall fully
cooperate with the indemnifying party and its legal representatives in
the investigation of any matter that is the subject of indemnification.
The party seeking indemnification shall not unreasonably withhold its
approval of the settlement of any claim, liability, or action covered
by this Indemnification provision.
15.0 Termination. This Agreement may be terminated without cause by
Bioenvision or by RRD, in each case, in such party's sole and absolute
discretion, at any time during the term of the Agreement on thirty (30)
days' prior written notice to RRD or Bioenvision, as appropriate.
Either party may terminate this Agreement for material breach upon
thirty (30) days' prior written notice specifying the nature of the
breach, if such breach has not been cured within the succeeding 30-day
period as determined by the reasonable discretion of the non-breaching
party. In the event that RRD or Bioenvision, as the case may be,
determines that RRD's continued performance of the Services
contemplated by this Agreement would constitute a potential or actual
violation of regulatory or scientific standards of integrity, either
such party may terminate this Agreement by giving written notice to the
other stating the effective date (which may be less than thirty (30)
days from the notice date) of such termination.
In the event this Agreement is terminated, Bioenvision shall pay RRD
for all Services performed in accordance with this Agreement and
reimburse RRD for all costs and expenses incurred in performing those
Services, in each case, through the effective date of such termination.
Upon receipt of a termination notice, RRD shall cease performing any
work not necessary for the orderly close out of the Services or for the
fulfillment of regulatory requirements. Bioenvision shall pay for all
actual costs, including time spent by RRD's personnel (which shall be
billed at RRD's standard rates included in RRD's business proposal to
Bioenvision, as may be amended or supplemented from time to time),
incurred to complete activities associated with the termination and
close out of the project or Services, including the fulfillment of any
regulatory requirements. If the termination is not due to a breach by
or other failure of RRD, Bioenvision also shall pay the standard rates
of any RRD personnel exclusively assigned to the terminated project or
Services (provided that such personnel's time is not already being
billed for close-down services) from the date of the notice of
termination until the effective date of termination, or until thirty
(30) days from receipt of the notice, whichever is first to occur. RRD
shall make all reasonable efforts in good faith to promptly re-assign
such personnel.
Upon the termination of this Agreement, RRD promptly shall deliver to
Bioenvision all data and materials provided by Bioenvision to RRD for
the conduct of Services under the impacted Project. All statistical
data, all statistical reports, all data entries and any other
documentation produced as the result of Services performed by RRD under
the impacted Project shall be delivered to Bioenvision promptly upon
payment to RRD for all Services completed in accordance with this
Agreement (but in no event later than three (3) days following such
payment to RRD unless otherwise agreed to between the parties). RRD
shall cooperate in good faith to ensure the orderly transition of all
such data and materials with respect to the impacted Project(s) to
Bioenvision or its designee.
16.0 Cooperation; Delays; Disclosure of Hazards. Bioenvision shall forward
to RRD in a timely manner all data and information in Bioenvision's
possession or control necessary for RRD to conduct the Services under
this Agreement. RRD shall not be liable to Bioenvision nor be deemed to
have breached this Agreement for errors, delays or other consequences
arising primarily and directly from Bioenvision's failure to provide
documents, materials or information or to otherwise cooperate with RRD
in order for RRD to timely and properly perform its obligations, except
to the extent that, by any act or omission of RRD, such errors, delays
or other consequences are caused by or relate to the gross negligence
or intentional misconduct of RRD. Bioenvision acknowledges that, if it
materially delays or suspends performance of the Services, then the
personnel and/or resources originally allocated to the project may be
re-allocated and RRD will not be responsible for delays due to required
re-staffing or re-allocation of resources. Bioenvision shall provide
RRD with all information available to it regarding known or potential
hazards associated with the use of any substances supplied to RRD by
Bioenvision and Bioenvision shall not, to its knowledge, fail to comply
with any current legislation and regulations concerning the shipment of
substances by the land, sea or air.
17.0 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,
judicial orders or decrees, riots, insurrection, war, 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.
18.0 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 RRD:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Ph.D.
Chief Operating Officer
Chief Development Officer
RRD International, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
RRD International, Inc.
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If to Bioenvision: Bioenvision, Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Chairman and General Counsel
With a copy to: Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, III, Esq.
If Bioenvision delivers, ships or mails materials or documents to RRD,
or requests that RRD deliver, ship or mail materials or documents to
Bioenvision or to third parties, then the expense and risk of loss for
such deliveries, shipments or mailings shall be borne by Bioenvision.
RRD disclaims any liability for the actions or omissions of third-party
delivery services or carriers.
19.0 Insurance. RRD will maintain, for the duration of this Agreement,
insurance in an amount reasonably adequate to cover its obligations
hereunder and, upon request, RRD will provide Bioenvision with a
certificate of insurance showing that such insurance is in place.
20.0 Assignment. 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, which consent shall not be unreasonably withheld or
delayed.
21.0 Choice of Law and Enforceability. This Agreement shall be construed,
governed, interpreted, and applied in accordance with the laws of the
State of Delaware, exclusive of its conflicts of laws provisions. The
failure to enforce any right or provision herein shall not constitute a
waiver of that right or 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 so that the remaining provisions shall not in any way be
affected or impaired thereby.
22.0 Survival. The rights and obligations of Bioenvision and RRD, which by
intent or meaning have validity beyond such termination (including, but
not limited to, the rights with respect to product-related inventions,
confidentiality, discoveries and improvements, indemnification and
liability limitations) shall survive the termination of this Agreement.
23.0 Arbitration. Any controversy or claim arising out of, or relating to,
this Agreement or the breach thereof shall 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. Such arbitration shall be filed and conducted in
the county and city of New York and shall be conducted in English by
one arbitrator mutually acceptable to the parties selected in
accordance with AAA Rules.
24.0 Entire Agreement and Modification. This Agreement 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. 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 first-above written.
ACKNOWLEDGED, ACCEPTED AND AGREED TO:
RRD INTERNATIONAL, LLC BIOENVISION, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Chief Executive Officer Title: Director of Finance and General Counsel
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FEDERAL ID # ▇▇-▇▇▇▇▇▇▇ FEDERAL ID # ▇▇-▇▇▇▇▇▇▇
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