**Exhibit 10.205**

 

**TERMINATION AGREEMENT**

 

This Termination Agreement (the “Agreement”), dated as of this 25th day of June, 2004, by and between PPD Development, LP, a Texas limitedpartnership (“PPD Development”), and W. Richard Staub (“Employee”). 

 

WHEREAS, PPD Development and Employee are parties to that certain Employment Agreement dated May 1, 2002, as amended by (i) that certain Amendment No. 1 to Employment Agreement dated June 1, 2002, (ii) that certainAmendment No. 2 to Employment Agreement dated January 1, 2003, and (iii) that certain Amendment No. 3 to Employment Agreement dated January 1, 2004 (the “Employment Agreement”); and 

 

WHEREAS, the term of the Employment Agreement is scheduled to expire onDecember 31, 2004; and 

 

WHEREAS, Employee desires to terminatehis employment with PPD Development prior to the expiration of the current term of the Employment Agreement and accept employment with PharmalinkFHI, Inc., a Delaware corporation (the “New Employer”), a competitor of PPD Development; and

 

WHEREAS, Employee has requested PPD Development to mutuallyterminate the Employment Agreement prior to the expiration of the current term, and PPD Development is willing to do so on the terms and conditions set forth herein. 

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and considerations contained herein, and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

 

1. Termination of Employment Agreement. Subject to and upon the terms and conditions of this Agreement, the Employment Agreement shall beterminated effective August 13, 2004 (the “Termination Date”). PPD Development and Employee agree that Employee shall take paid-time-off beginning June 28, 2004 and continuing through the Termination Date, that such time off will exhaustEmployee’s accrued and unused paid-time-off and that the Company shall have no further obligation to pay or otherwise compensate Employee in any manner for any accrued and unused vacation or paid-time-off. 

 

2. Effect of Termination; Survival. From and after the TerminationDate, neither party hereto shall have any rights or obligations under the Employment Agreement, except that (i) the Company shall pay Employee’s base salary set forth in Section 3 of the Employment Agreement through the Termination Date, (ii)the Company shall reimburse Employee for any unreimbursed expenses pursuant to Section 10 of the Employment Agreement, (iii) the non-compete covenant in Section 6 of the Employment Agreement shall remain in full force and effect until December 31,2004, except with 

respect to the New Employer, and (iv) the provisions of Sections 11 through 22, inclusive, of the Employment Agreementshall survive the termination thereof. Employee further acknowledges and agrees that the Proprietary Information and Inventions Agreement dated May 1, 2002 executed by Employee (the “Proprietary Agreement”) shall not be affected by thetermination of the Employment Agreement, shall continue in full force and effect in accordance with the terms thereof and shall apply with respect to the New Employer. 

 

3. Miscellaneous. 

 

a. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be altered or amended exceptby writing signed by the parties. 

 

b. This Agreement shall begoverned by the laws of State of North Carolina. 

 

c. ThisAgreement shall inure to the benefit of and be binding upon the PPD Development, Employee and their respective heirs, successors, assigns and personal representatives. 

 

d. The parties agree that any dispute under this Agreement or the Employment Agreement shall be submitted to arbitrationpursuant to Section 19 of the Employment Agreement. 

 

IN WITNESSWHEREOF, the parties have caused this agreement to be executed as of the date first hereinabove set forth. 

 

PPD DEVELOPMENT, LP

By:
 
PPD GP, LLC
  
Its General Partner

By:
 
*/s/ Fredric N. Eshelman*

Name:
 
Fredric N. Eshelman

Title:
 
Chief Executive Officer
  
*/s/ W. Richard Staub*
  
W. Richard Staub