AGREEMENT FOR SERVICES



         This AGREEMENT is made this 14 day of March, 2002 by and between Avid

Bioservices, Inc., a Delaware corporation (hereinafter referred to as "AVID"),

having its principal office at 14272 Franklin Avenue, Suite 115, Tustin,

California 92780, and INHIBITEX, INC., a Delaware corporation (hereinafter

referred to as "Inhibitex"), having its principal office at 8995 Westside

Parkway, Suite 150, Alpharetta, Georgia 30004.



1. DEFINITIONS



         In this Agreement:



         (a) "Act" means The Federal Food, Drug, and Cosmetic Act of the United

States of America as the same may be amended from time to time.



         (b) "Affiliate" means, with respect to either Party, any corporation or

other business entity controlled by, controlling, or under common control with,

such Party. For this purpose, "control" shall mean direct or indirect beneficial

ownership of at least fifty percent (50%) of the voting stock or income interest

in such corporation or other business entity, or such other relationship as, in

fact, constitutes actual control.



         (c) "Agreement" means this agreement together with the Proposal for

Development as the same may be amended as provided herein from time to time.



         (d) "Avid Invention" means an Invention made solely by employees of

Avid.



         (e) "AVID Property" means any tangible or intangible property owned or

possessed by AVID as of the date hereof or later made, acquired or developed by

AVID during the term of this Agreement, including but not limited to its

Confidential Information.



         (f) "AVID SOPs" means AVID's Standard Operating Procedures.



         (g) "Batch Production Record" means the detailed process steps for the

production of the Product, including quality control testing as agreed by AVID

and Inhibitex.



         (h) "Cell Line" means a genetically engineered mammalian cell line

created by Inhibitex for the expression of a specific monoclonal antibody.



         (i) "cGMP" means current Good Manufacturing Practices as established by

the FDA as the same may be amended from time to time.



         (j) "Confidential Information" with respect to any Party means

know-how, technology, data (including, without limitation, Project Data),

inventions, expertise, trade secrets or information either proprietary to that

Party as of the date hereof or later made, learned, acquired, conceived or

developed by or on behalf of that Party during the term of this Agreement

(including any Inventions, applications for licensing, patenting or copyrighting

any of the foregoing), which is disclosed to the other party and identified in

writing or verbally as Confidential Information of the disclosing party. Any

information transmitted in unwritten form









{PAGE}

and identified at the time as being confidential shall be considered as

Confidential Information if it is summarized in written form, clearly identified

in writing, marked "Confidential" (or with a similar designation), and

transmitted to the receiving party within thirty (30) days after the initial

disclosure.



                  Confidential Information shall not include any information

which (a) at the time of disclosure or thereafter is available or known to the

public other than as a result of a disclosure by the receiving party in

violation of this Agreement, (b) was known to the receiving party prior to

disclosure by the disclosing Party, as evidenced by written records, (c) is, at

any time, disclosed to the receiving Party by any third party having the right

to disclose same, or (d) is developed by the receiving Party independent of any

Confidential Information disclosed by the disclosing Party pursuant to this

Agreement, as evidenced by written records.



         (k) "FDA" means the United States Food and Drug Administration.



         (l) "Inhibitex Invention" means an Invention made solely by employees

of Inhibitex.



         (m) "Inhibitex Property" means any tangible or intangible property

owned or possessed by Inhibitex as of the date hereof or later made, acquired or

developed by Inhibitex during the term of this Agreement, including, but not

limited to, its Confidential Information, Project Data, cell banks, cell lines,

raw materials, in-process and finished Product, retention samples, batch

records, and dedicated capital equipment and supplies purchased by Inhibitex or

by AVID on behalf of Inhibitex.



         (n) "Invention" means any invention, improvement, or discovery, whether

patentable or not, which is made by either Party in executing the Project.



         (o) "Joint Invention" means an Invention made jointly by one or more

employees of Inhibitex and one or more employees of AVID.



         (p) "Party" means individually AVID or Inhibitex and "Parties" means

AVID and Inhibitex together.



         (q) "Product" means Staphylococcus aureus monoclonal antibodies

generated from the Cell Line by AVID in the course of the Project in accordance

with the parameters and procedures set forth in the Proposal for Development.



         (r) "Project" shall have the meaning set forth in the Proposal for

Development.



         (s) "Project Authorization" means an addendum to the Proposal for

Development listing specific Project objectives, deliverables, milestones,

estimated costs and payment terms, schedules and any special

conditions/requirements that might apply to such Project.



         (t) "Project Data" means documentation, records, raw data, specimens,

and other work product generated during execution of the Project and relating to

the process development, manufacture or testing of the Product.



         (u) "Proposal for Development" means the Proposal for Development,

which may consist of one or more Project Authorizations, attached hereto as

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC