Exhibit 10.29
RECRUITMENT SERVICES AGREEMENT
THIS RECRUITMENT SERVICES AGREEMENT ("Agreement") is entered into as of
the 26 day of August, 1999 by and between Covance Inc., a Delaware corporation
("Covance") and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("AD"), a Delaware corporation. AD and
Covance are sometimes referred to herein as the "Parties" and individually as a
"Party."
WHEREAS, AD is engaged in the business of operating an Internet site
located at the URL ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and of the recruitment of
patients for clinical trials;
WHEREAS, Covance is engaged in the business of conducting clinical
trials of biopharmaceutical products, among other things;
WHEREAS, AD and Centerwatch, Inc. ("CW") shall gather certain data
concerning clinical trial volunteers through the use of a trials volunteer
questionnaire and shall store such data in a trials volunteer questionnaire
database ("Trials Volunteer Questionnaire Database"); and
WHEREAS, Covance desires to contract with AD for the recruitment of
clinical trial candidates for Phase I through Phase IV clinical trials conducted
by Covance on behalf of Covance's clients.
NOW, THEREFORE, in contemplation of the foregoing recitals and in
consideration of the mutual covenants and promises contained herein, the Parties
hereby agree as follows:
ARTICLE I
USE OF RECRUITMENT SERVICES BY COVANCE
1.1 RECRUITMENT SERVICES. AD shall provide a proactive Internet clinical trial
recruitment campaign, pursuant to the terms herein, with respect to Phase I
through Phase IV clinical development trials ("Recruitment Services")
conducted by Covance with the goal of providing Covance with patients who
meet the applicable inclusion/exclusion criteria for Covered Clinical
Trials (as defined in Section 1.3 below), such criteria to be determined by
Covance prior to the commencement of Recruitment Services and provided to
AD in writing. Recruitment Services shall include, without limitation, the
following: (a) actively searching the Trials Volunteer Questionnaire
Database and other Internet databases for patients meeting the
inclusion/exclusion criteria of the Covered Clinical Trials, to the extent
AD has the right to search such other databases; (b) providing Covance with
contact information for patients meeting the inclusion/exclusion criteria
for participation in such Covered Clinical Trials or directly soliciting
such patients' enrollment in such Covered Clinical Trials; (c) conducting
active Internet patient recruiting campaigns to identify such patients
including, with the prior written consent of Covance in each case and
subject to Institutional Review Board approval, utilizing advertising
including Internet banner ads on the AD site, and as AD deems appropriate,
television, radio and other media to locate qualified patients; (d)
identifying and targeting noncompetitive websites, including disease
specific websites, as AD deems appropriate, which may be frequented by
potential eligible patients and actively soliciting such individuals; and
(e) as AD deems appropriate, utilizing other web-based means to locate and
recruit eligible patients for such clinical trials. AD shall consult in
advance
with Covance with respect to activities undertaken in connection with
subparagraphs (c), (d) and (e) above.
1.2 PRICING. Covance and AD shall negotiate in good faith the pricing terms for
Recruitment Services for each Covered Clinical Trial. The price for
Recruitment Services shall be on a per Enrolled Patient basis. For purposes
of this Agreement, Enrolled Patient shall mean a patient who has been
assigned to a treatment or control group in a Covered Clinical Trial as a
direct result of AD's Recruitment Services which shall be demonstrated to
the reasonable satisfaction of Covance. In the event that AD shall present
a name and contact information to Covance of a candidate derived from the
Recruitment Services, or in the event that AD or its agents shall contact
such candidate on behalf of Covance or its clients and, in each case, such
candidate shall enroll in a Covered Clinical Trial, then such candidate
shall be deemed to be enrolled as a result of AD's recruitment services,
provided that such candidate shall not earlier have been made known to
Covance through its own efforts or from a source other than AD. Covance
shall provide reasonable assistance in confirming which individuals
referred or solicited by AD hereunder have enrolled in a Covered Clinical
Trial. The price for each Enrolled Patient shall depend on a number of
factors including the rarity of the screening conditions for the trial, and
other factors agreed to by the Parties. In the event the Parties are unable
to agree on pricing with respect to a Covered Clinical Trial within five
days of the initiation of pricing discussions, notwithstanding the
provisions of Section 1.3 hereof, Covance shall have the right to allow
persons other than AD to recruit clinical trial candidates through the
Internet for the benefit of Covance or its client. Within 30 days after the
commencement of any Covered Clinical Trial and every 30 days thereafter, AD
shall provide Covance with a detailed statement setting forth each Enrolled
Patient for each Covered Clinical Trial together with supporting
documentation or verification, to the reasonable satisfaction of Covance,
that such patient was enrolled as a direct result of AD's Recruitment
Services. Covance shall pay AD within 30 days from receipt of such invoice.
1.3 USE OF SERVICE. Covance agrees that when appropriate in its sole
discretion, it shall recommend to its clients that AD's services be used to
recruit clinical trial candidates through the Internet; provided, however,
Covance shall not recommend to its clients any other Internet recruitment
services, other than that described in the last sentence of this Section.
In the event Covance's client agrees to use such services for Phase I
through Phase IV clinical trials conducted and managed by Covance (each
such trial where such agreement is obtained shall be referred to herein as
a "Covered Clinical Trial"), Covance shall use the Recruitment Services
with respect to such Covered Clinical Trial to the exclusion of Internet
recruitment services provided by other third parties for a period of 30
days after agreement of the Parties on the pricing terms. Nothing herein
shall be construed to prohibit Covance from using its own website or
database, on its own or through license to third parties, for the
recruitment of patients or from developing, distributing and marketing a
patient recruitment or clinical trials database either on its own or in
conjunction with a third party.
1.4 EXCLUSIVITY AD agrees that it will not provide Recruitment Services to, or
contract for the provision of Recruitment Services with, PAREXEL
International Corp. or Quintiles Transnational Corp. during the term of
this Agreement. In the event AD does provide or
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contract for the provision of such services to either of such companies,
then, notwithstanding any other provision of this Agreement, Covance shall
have the right to terminate this Agreement at any time, which shall be
Covance's sole remedy for breach of this Section 1.4.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 AD REPRESENTATIONS AND WARRANTIES. AD represents and warrants to Covance as
of the date hereof that the execution and delivery of this Agreement does
not conflict with or result in any breach of or constitute a default (or an
event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination or cancellation of, or
accelerate the performance required by or maturity of, or result in the
creation of any security interest, lien, charge or encumbrance on any of
AD's assets pursuant to any of the terms, conditions or provisions of, any
note, bond, mortgage, indenture, permit, license, franchise, lease,
contract, or other instrument or obligation to which AD is a party or by
which any of its assets are bound or affected.
2.2 DATABASE RIGHTS. AD represents and warrants to Covance that AD has the
exclusive rights to use CW's patient registration database for clinical
trial recruitment and has the right to use such database for the benefit of
Covance as contemplated in this Agreement.
2.3 AD COVENANTS.
(a) AD covenants to Covance that on and after the date of this Agreement,
AD shall materially comply with all applicable laws, rules, regulations and
standards promulgated by governmental and non-governmental organizations
governing its activities under this Agreement including the rules and
regulations of the U.S. Food and Drug Administration relating to patient
recruitment and laws relating to data privacy.
(b) AD shall provide to Covance glossy brochures describing AD's Internet
patient recruitment services for circulation to Covance's clients, as
reasonably requested by Covance.
2.4 MUTUAL REPRESENTATIONS. Each Party represents to the other Party that:
(a) it has the full power and authority to enter into, execute, deliver,
and perform this Agreement;
(b) the execution, delivery and performance of this Agreement and the
consummation of all transactions contemplated herein, have been duly
authorized by all necessary corporate and other actions of such Party; and
(c) this Agreement, when executed and delivered by such Party, shall be the
valid and binding obligations of such Party, enforceable against it in
accordance with the Agreement's terms, subject to bankruptcy, insolvency
and other similar laws affecting the rights of creditors generally and
except that the remedies of specific performance, injunction and other
forms of mandatory equitable relief may not be available.
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ARTICLE III
RELATIONSHIP OF PARTIES
3.1 NO JOINT VENTURE. Nothing contained in this Agreement shall be construed as
providing for a joint venture or partnership or for the sharing of profits
or losses arising out of the efforts of either or both of the Parties,
except as otherwise specifically provided for herein.
3.2 INDEPENDENT CONTRACTORS. The Parties are and shall conduct themselves as
independent contractors in the performance of this Agreement. Neither Party
shall have any right or authority to bind or commit the other Party to any
agreement, undertaking or obligation without the prior written consent of
the other Party.
3.3 CONFIDENTIAL INFORMATION.
(a) As used in this Agreement, the term "Confidential Information" shall
mean any information of a proprietary, technical or scientific nature in
connection with a Covered Clinical Trial disclosed by Covance to AD unless
specifically designated not to be confidential. It shall also include the
identities of suppliers, customers and strategic partners of Covance and
the terms of any agreements, contracts, understandings or relationships of
Covance. Both Parties agree to keep the terms of this Agreement
confidential.
(b) AD shall treat as confidential all Confidential Information of Covance,
shall not use such Confidential Information except for the purposes of this
Agreement or as otherwise authorized in writing, shall implement reasonable
procedures to prohibit the disclosure, duplication, misuse, or removal of
Covance's Confidential Information, and shall not disclose such
Confidential Information to any third party except as may be necessary and
required under this Agreement and subject to confidentiality obligations at
least as protective as those set forth in this Agreement. Without limiting
the foregoing, AD shall use at least the same procedures and degree of care
which it uses to prevent the disclosure of its own Confidential Information
to prevent the disclosure of Confidential Information disclosed to it by
Covance under this Agreement, but in no event less than reasonable care.
(c) The foregoing restrictions as to Confidential Information shall not
apply to information that:
(i) is known to AD prior to the communication to AD;
(ii) has become publicly known through no wrongful act of AD;
(iii) has been rightfully received from a third party authorized to
make such communication without restriction;
(iv) has been approved for release by the written authorization of
Covance;
(v) must be disclosed pursuant to an applicable law, statute,
regulation or court order, in which event AD shall notify Covance
promptly so that Covance may seek a protective order or other
appropriate remedy. AD shall furnish only
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that portion of the Confidential Information as is legally
required to be disclosed and will use all reasonable efforts to
obtain reliable assurance that confidential treatment will be
accorded such information.
3.4 INJUNCTIVE RELIEF. The Parties acknowledge that breach of Section 3.3 of
this Agreement may result in material irreparable injury for which there is
no adequate remedy at law, that it will not be possible to measure damages
for such breaches, and that in the event of such a breach or threat thereof
Covance shall be entitled (notwithstanding the provisions of Section 8.1)
to seek and obtain a temporary restraining order, a preliminary injunction,
a permanent injunction or other equitable relief restraining AD from
engaging in activities prohibited by this Agreement. AD further
acknowledges that in the event of such a breach or threat thereof Covance
shall be entitled to obtain such other or further relief as may be required
to specifically enforce any of the covenants of this Agreement. AD hereby
agrees and consents that such injunctive or other relief may be sought in
any court of competent jurisdiction in the State of New Jersey. AD agrees
to and hereby does submit to IN PERSONAM jurisdiction before each and every
such court for that purpose.
ARTICLE IV
INDEMNIFICATION AND LIMITATION ON LIABILITY
4.1 INDEMNIFICATION. (a) COVANCE INDEMNIFICATION. Covance shall indemnify,
defend and hold harmless AD and its subsidiaries and their respective
officers, directors, employees and agents from, against and in respect of
any and all losses, damages, costs or expenses (including reasonable
attorneys' fees) (a "Loss") arising from any claim, action, suit,
assessment, proceeding or demand (a "Claim") resulting from, relating to or
arising out of (i) any breach of its representations, warranties, covenants
or agreements in or under this Agreement, (ii) the negligence, gross
negligence or intentional misconduct or inaction of Covance in the
performance of its obligations under this Agreement, or (iii) its
materials, trademarks or logos infringing upon or violating any patent,
copyright, trademark or other property right or privacy right of any third
party; provided, that if such Loss or Claim arises in whole or in part from
the negligence, gross negligence or intentional misconduct or inaction of
AD, then the amount of the Loss or Claim that Covance shall indemnify AD
for pursuant to this Section 4.1 shall be reduced by an amount in
proportion to the percentage of ADs' responsibility for such Loss or Claim
as determined by a court of competent jurisdiction in a final and
non-appealable decision or, if available, pursuant to the arbitration
provisions of Article VIII of this Agreement, or in a binding settlement
between the Parties. Covance further agrees that in the event it has
contractual indemnification rights from a sponsor of a Covered Clinical
Trial which rights by their terms apply to Covance's vendors, Covance shall
use all reasonable efforts to assist AD in enforcing such rights for and on
behalf of AD with respect to any Losses arising from any Claim resulting
from such Covered Clinical Trial. Nothing herein shall limit Covance's
discretion with respect to the negotiation and execution of contracts with
sponsors of clinical trials.
(b) AD INDEMNIFICATION. AD shall indemnify, defend and hold harmless
Covance and its subsidiaries and their respective officers, directors,
employees and agents from, against and in respect of any and all Losses
arising from any Claim resulting from, relating to or arising out of (i)
any breach of its representations, warranties, covenants or agreements in
or under this Agreement, (ii) the negligence, gross negligence or
intentional misconduct
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or inaction of AD in the performance of its obligations under this
Agreement, or (iii) its materials, trademarks or logos infringing upon or
violating any patent, copyright, trademark or other property right or
privacy right of any third party; provided, that if such Loss or Claim
arises in whole or in part from the negligence, gross negligence or
intentional misconduct or inaction of Covance, then the amount of the Loss
or Claim that AD shall indemnify Covance for pursuant to this Section 4.1
shall be reduced by an amount in proportion to the percentage of Covance's
responsibility for such Loss or Claim as determined by a court of competent
jurisdiction in a final and non-appealable decision or, if available,
pursuant to the arbitration provisions of Article VIII of this Agreement,
or in a binding settlement between the Parties.
(c) THIRD PARTY CLAIMS. Upon receipt of notice of any Claim brought or
asserted against any party hereto by any third party which may give rise to
a right of indemnity from the other party or Parties hereto, the party
seeking indemnification (the "Indemnified Party") shall give written notice
thereof within fifteen (15) days of receipt of notice of any such Claim to
the other party or Parties (the "Indemnifying Party") with a Claim for
indemnity; provided, that failure to give notification within such
timeframe shall not affect the indemnification provided hereunder except to
the extent the Indemnifying Party shall have been actually prejudiced as a
result of such failure. Such Claim for indemnity shall indicate the nature
of the Claim and the basis therefore. The Indemnifying Party shall have ten
(10) days from its receipt of the notice of the Claim to notify the
Indemnified Party whether or not the Indemnifying Party elects, at its sole
cost and expense, to defend the Indemnified Party hereunder against such
Claim; PROVIDED, that, if the Indemnified Party has provided written notice
of a third party Claim to the Indemnifying Party within fifteen (15) days
of the Indemnified Party's receipt of notice of such Claim, the Indemnified
Party is authorized, but not obligated, prior to notification from the
Indemnifying Party of its desire to defend the Claim, to file any motion,
answer or other pleading that it shall deem necessary or appropriate to
protect its interest.
The Indemnifying Party shall be permitted to defend the Claim if it so
elects, provided that (i) the Indemnified Party is given the right to
participate in the defense of such Claim at its own cost and expense and
(ii) the Indemnifying Party will, prior to making any settlement, consult
with the Indemnified Party as to the terms of such settlement. The
Indemnified Party shall have the right, at its election, to release and
hold harmless the Indemnifying Party from its indemnification obligations
hereunder with respect to such Claim and assume the complete defense of the
same in return for payment by the Indemnifying Party to the Indemnified
Party of the amount of any settlement offer by the Indemnifying Party. The
Indemnifying Party will not, in defense of any such Claim, except with the
consent of the Indemnified Party, consent to the entry of any judgment or
enter into any settlement which (i) does not include, as an unconditional
term thereof, the giving by the third party to the Indemnified Party of a
release from all liability in respect thereof or (ii) imposes any
obligation on the Indemnified Party. After notice to the Indemnified Party
of the Indemnifying Party's election to assume the defense of such Claim,
the Indemnifying Party shall be liable to the Indemnified Party for such
legal or other expenses subsequently incurred by the Indemnified Party at
the request of the Indemnifying Party in connection with the defense
thereof. As to those Claims with respect to which the Indemnifying Party
does not elect to assume control of the defense, the Indemnified Party will
afford the Indemnifying Party an opportunity to participate in
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such defense, at the Indemnifying Party's own cost and expense, and will
not settle or otherwise dispose of any of the same without the consent of
the Indemnifying Party.
(d) DIRECT CLAIMS. If an Indemnified Party shall have a Claim against an
Indemnifying Party that does not involve a Claim being brought or asserted
by a third party, then the Indemnified Party shall promptly send written
notice thereof to the Indemnified Party with respect to such Claim;
PROVIDED, that failure to give prompt notification shall not affect the
indemnification provided hereunder except to the extent the Indemnifying
Party shall have been actually prejudiced as a result of such failure. If
the Indemnifying Party does not notify the Indemnified Party in writing
within thirty (30) days from its receipt of the notice of the Claim that it
disputes such Claim, then the amount of such Claim shall be conclusively
deemed an indemnity obligation of the Indemnifying Party hereunder.
(e) PAYMENT OF INDEMNIFICATION OBLIGATIONS. If an Indemnifying Party is
required to make any payment under this Section, the Indemnifying Party
shall promptly pay the Indemnified Party the amount so determined. If there
should be a dispute as to the amount of any indemnity obligation owed under
this Section, the Indemnifying Party shall nevertheless pay when due such
portion, if any, of the obligation as shall not be subject to dispute. The
difference, if any, between the amount of the obligation ultimately
determined as properly payable under this Section and the portion, if any,
previously paid shall bear interest as provided in subsection (f) below.
(f) FAILURE TO PAY. If all or part of any indemnification obligation under
this Agreement is not paid when due, then the Indemnifying Party shall pay
the Indemnified Party interest on the unpaid amount of the obligation for
each day from the date the amount became due through the date on which
payment in full is made, payable on demand, at the fluctuating rate per
annum publicly announced on the date of the Claim for indemnification under
this Agreement by First Union National Bank, N.A. (or its successors) as
its so-called "prime rate."
(g) BREACH BY INDEMNIFIED PARTY. A breach by the Indemnified Party of its
obligations under this Agreement shall not relieve the Indemnifying Party
of its obligations under this Section unless such breach was solely
responsible for the Loss or Claim as determined by a court of competent
jurisdiction in a final and non-appealable decision, or, if available,
pursuant to the arbitration provisions of Section 8.1 of this Agreement, or
in a binding agreement between the Parties.
ARTICLE V
TERM AND TERMINATION
5.1 TERM. The term of this Agreement shall be for six months from the date
hereof. Notwithstanding the foregoing, Covance may terminate this Agreement
at any time upon 30 days written notice, provided, however, that any
termination by Covance pursuant to this sentence shall not apply to any
Covered Clinical Trial for which AD has commenced Recruitment Services for
a Covered Clinical Trial pursuant to the terms herein.
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5.2 SURVIVAL OF CERTAIN TERMS. The provisions contained in Articles III, IV, V,
VI, VII, VIII and IX shall survive termination, expiration, or cancellation
of this Agreement.
5.3 TERMINATION. Upon the occurrence of any one of the following events, either
Party may elect to terminate this Agreement by notice to the other Party,
such termination to take effect on the date of the notice unless otherwise
advised by the Party giving the notice:
(a) If the other Party fails to comply with any material provision of this
Agreement, and such failure is not cured or discharged within 30 days
written notice thereof.
(b) Upon the insolvency or bankruptcy of, or the filing of a petition for
reorganization or liquidation under applicable bankruptcy or insolvency
laws by or against, or an assignment for the benefit of creditors of, or
the appointment of administrator, liquidator, trustee or receiver of, or
any similar protective proceeding or act or event of bankruptcy with
respect to one of the other Parties.
ARTICLE VI
NOTICES
Any notice, demand, request, statement, or other writing required or permitted
by this Agreement shall be deemed to have been sufficiently provided when
personally delivered, sent by telecopy transmission, or dispatched by air
courier, addressed as follows:
To AD: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
With a ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq
Copy to: Rifkin, Livingston, ▇▇▇▇▇▇▇ & Silver, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
To Covance: Covance Inc.
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a Covance Inc.
Copy to: Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
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ARTICLE VII
APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of New Jersey, United States of America, regardless of its place of
negotiation, execution, or performance and regardless of any principles of
conflict of laws or choice of law which would require the application of the
laws of another jurisdiction
ARTICLE VIII
DISPUTE RESOLUTION
The Parties agree, expressly renouncing any other forum for the resolution of
disputes, that except as provided in Section 9.2, any disputes arising out of,
relating to, or arising in connection with this Agreement shall be finally
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, except as modified by this Section. The
arbitration panel shall consist of three arbitrators, one to be appointed by AD,
one to be appointed by Covance and the third to be selected by the two
arbitrators so appointed. The arbitration will be held in the City of New York,
New York; and it shall be held as promptly as possible at such time as the
arbitration tribunal may determine. The arbitration will be held in the English
language. The arbitrator(s) shall state the reasons upon which the award is
based. Judgment upon the arbitration award may be entered in any court of
competent jurisdiction (including without limitation the courts of the United
States, or application may be made to any such court for a judicial acceptance
of the award and an order of enforcement, as the case may be. Except as
otherwise specifically provided in this Article, no Party shall institute any
action or proceeding against any other Party in any court with respect to any
dispute which is or could be the subject of a claim or proceeding pursuant to
this Article.
ARTICLE IX
MISCELLANEOUS
9.1 SUCCESSORS. Except as otherwise provided in this Agreement, every covenant,
term, and provision of this Agreement shall be binding upon and inure to
the benefit of the Parties and their respective legal representatives, and
successors, permitted transferees, and permitted assignees.
9.2 THIRD PARTY BENEFICIARIES. This Agreement is for the sole benefit of the
Parties and their permitted assignees and nothing herein expressed or
implied shall give or be construed to give to any Person, other than the
Parties and such assignees, any legal or equitable rights hereunder.
9.3 COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which shall be an original, and such counterparts shall together
constitute but one and the same instrument.
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9.4 ASSIGNMENT. No Party shall assign or delegate this Agreement or any of its
rights or obligations hereunder, other than to an Affiliate thereof which
is capable of performing such Party's obligation hereunder, without the
prior written consent of the other Party. Affiliate shall mean, with
respect to any specified Person, (a) any other Person which owns (directly
or indirectly) individually or as part of a group (as this term is defined
under the Securities Exchange Act of 1934) greater than 50% of such
specified Person or (b) any other Person of whom greater than 50% of the
voting stock or other capital interest is owned by (directly or
indirectly), individually or as part of a group (as this term is defined
under the Securities Exchange Act of 1934) by such specified Person.
9.5 UNENFORCEABLE TERMS. If any term, provision, covenant, or condition of this
Agreement is held invalid or unenforceable for any reason, the remainder of
the provisions shall continue in full force and effect as if this Agreement
had been executed with the invalid portion thereof eliminated. Furthermore,
upon the request of any Party, the Parties shall add, in lieu of such
invalid or unenforceable provisions, provisions as similar in terms to such
invalid or unenforceable provisions as may be possible and legal, valid and
enforceable.
9.6 INTERPRETATION. Where the context requires, words in the singular shall be
construed as including the plural and words in the plural shall be
construed as including the singular.
9.7 HEADINGS. Headings are intended only for reference purposes and shall not
be used to construe or limit any provision of this Agreement.
9.8 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of
and agreement between the Parties and supersedes all prior representations,
understandings, and agreements between the Parties and their Affiliates
with respect to the subject matter hereof.
9.9 AMENDMENTS. This Agreement shall be subject at any time to amendment upon
the agreement of the Parties. Such amendments must be in writing, identify
the provisions of this Agreement that are to be amended, and be signed by
the Parties.
9.10 PRESS RELEASE AND COMMUNICATIONS. The Parties shall cooperate in preparing
a press release concerning the transaction contemplated herein. Neither
Party shall issue any such press release without the prior written approval
of the other Party. AD shall not use the name of Covance or its clients in
any advertising, media or any other forum without the prior written consent
of Covance in each instance.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly-authorized representatives as of the date first above
written.
Covance Inc.: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Corporate Vice President Title: President
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