SERVICES AGREEMENT
SERVICES AGREEMENT (this "Agreement") dated December 23, 1996 by and
between VIMRx Pharmaceuticals Inc., a Delaware corporation with offices at 2751
Centerville Road, Wilmington, Delaware 19808 ("VIMRx"), and Innovir
Laboratories, Inc., a Delaware corporation with offices at 510 East 73rd Street,
New York, New York 10021 ("Innovir").
WHEREAS, Innovir desires to obtain certain administrative and other
services from VIMRx, and VIMRx desires to provide such services to Innovir, all
on the terms and conditions hereinafter set forth.
NOW, THEREFORE, Innovir and VIMRx hereby agree as follows:
1. SERVICES. When, as and if requested by Innovir, VIMRx shall provide to
Innovir, and Innovir shall accept from VIMRx, certain services ("Services"),
including the following:
(a) General management
(b) Finance
(c) Administration
(d) External/investor affairs
(e) Business development
(f) Information technology.
Additional services, such as clinical development and regulatory affairs, shall
be provided as the parties mutually agree.
The Services may be performed by executive employees of VIMRx who may also
serve on the Board of Directors of Innovir. Executive employees of VIMRx shall
receive no cash stipend or other compensation, including stock options, for
serving on the Board of Directors of Innovir, but shall be reimbursed for
reasonable and necessary out-of-pocket expenses incurred by reason of serving on
the Innovir Board of Directors.
2. PAYMENT; EXAMINATION OF ACCOUNTING RECORDS. Innovir shall pay VIMRx for
the Services as follows: on the 15th day of each month, VIMRx shall invoice
Innovir, at VIMRx's reasonable cost, as determined in accordance with VIMRx's
normal accounting procedures, for Services provided during the preceding
calendar month, which invoice shall be due and payable within 15 days of receipt
thereof by Innovir. VIMRx's costs shall include all out-of-pocket expenses
incurred by VIMRx in connection with providing the Services and a proportionate
share of the salary and benefits of the VIMRx employees who perform the
Services. On reasonable notice to VIMRx, Innovir may, at its expense, review the
books and records of VIMRx which relate to the provision of Services hereunder;
the parties agree to
discuss and resolve any discrepancies which may come to their attention as a
result of any such review.
3. INDEMNITY. (a) Innovir hereby agrees to exonerate, indemnify, defend and
hold VIMRx harmless from and against all claims, demands, actions, causes of
action, suits, losses, charges, liabilities and damages, including without
limitation attorney's fees and expenses, of any kind whatsoever (collectively,
"Damages") paid, incurred or suffered by, or asserted against, VIMRx, its
officers, directors, employees, agents, shareholders, successors and assigns,
and the heirs and personal representatives of the foregoing individuals, arising
out of or related to this Agreement or VIMRx's performance hereunder, other than
by reason of VIMRx's gross negligence or wilful malfeasance.
(b) VIMRx hereby agrees to exonerate, indemnify, defend and hold Innovir
harmless from and against all Damages paid, incurred or suffered by, or asserted
against, Innovir, its officers, directors, employees, agents, shareholders,
successors and assigns, and the heirs and personal representatives of the
foregoing individuals, arising out of or related to this Agreement or VIMRx's
performance hereunder, to the extent, and only to the extent, such Damages are
the result of VIMRx's gross negligence or wilful malfeasance.
4. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, or when mailed by certified or
registered mail (return receipt requested), postage prepaid or when delivered by
fax (evidenced by confirmation of successful transmission), as follows:
If to Innovir:
Innovir Laboratories, Inc.
510 East 73rd Street
New York, New York 10021
Fax # (212) 249-4513
Attn: Dr. Allan R. Goldberg, President
or to such other person or place as Innovir shall designate by notice in the
manner provided in this Paragraph 4.
If to VIMRx:
VIMRx Pharmaceuticals Inc.
2751 Centerville Road
Wilmington, Delaware 19808
Fax # (302) 998-3794
Attn: Mr. Richard L. Dunning, President
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or to such other person as VIMRx shall designate by notice in the manner
provided in this Paragraph 4.
5. TERM. Unless earlier terminated pursuant to the provisions of Paragraph
3 above, this Agreement shall continue in full force and effect until December
31, 1999, and thereafter for successive periods of one year unless terminated by
either party by written notice given at least six months prior to the end of any
calendar year from and after 1999.
6. FURTHER ASSURANCES. Each party agrees to execute and deliver such
documents, including letters of authorization and powers of attorney, and take
such other action as shall be reasonably requested by the other to carry out and
effectuate the purposes of this Agreement.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to principles
of conflict of laws.
8. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
9. HEADINGS. The headings of the paragraphs of this Agreement are inserted
for the sake of convenience only and shall not constitute a part hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
VIMRx PHARMACEUTICALS INC.
By: /s/ FRANCIS M. O'CONNELL
------------------------------------
Francis M. O'Connell
Chief Financial Officer
INNOVIR LABORATORIES, INC.
By: /s/ ALLAN R. GOLDBERG
------------------------------------
Allan R. Goldberg
Chief Executive Officer
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