Exhibit 10.4


 


ECG
SERVICE AGREEMENT


 


THIS AGREEMENT is
effective as of November 22, 2005 (the “Effective Date”), by and
between Covance Cardiac Safety Services Inc., a
Wisconsin corporation with offices at 9390 Gateway Drive, Reno, Nevada 89521 (“Covance”)
and Advanced Life Sciences, Inc.
an Illinois corporation, having its principal place of business at 1440 Davey
Road, Woodridge, IL  60517 (“Company”)
(this Agreement, as amended, modified or supplemented from time to time being,
this “Agreement”).


 


RECITALS


 


A.  Covance is engaged in the
business of providing electrocardiogram (“ECG”) analysis services
and data management for the Study as defined below.


 


B. 
Company desires for Covance to perform such services for Protocol CL05-001.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises and covenants contained herein, and each act done pursuant
thereto, Company and Covance agree as follows:


 


Definitions
And Interpretation


 


(a)                                  Definitions
- The following terms, as used herein (unless a clear contrary interpretation
appears), have the following meanings:


 


 “Clinical Trial” means a Study
or the scientific evaluation of a Drug on the terms and conditions of the
Protocol.


 


“Drug” means a new or existing drug provided by Company and which is
the subject of a Clinical Trial or Study under this Agreement.


 


 “FDA” means the United States
Food and Drug Administration or any other government body or agency that
succeeds it.


 


“Investigator” with respect to any Study or Clinical Trial shall mean a
licensed physician who is a qualified clinical investigator willing and able,
and engaged by the Company, to conduct a clinical investigation of a Drug on
the terms and conditions of the Protocol and any applicable agreement between
the Investigator and Company.


 


“Project” means a Study or Clinical Trial, or any other clinical trial,
project or assignment between Covance and Company.


 


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“Protocol” means the document which specifies the clinical trial
procedures as written by Company as applicable for the performance of a Study
or Clinical Trial and is provided to Covance.


 


“Study” means a Clinical Trial or the scientific evaluation of a Drug
on the terms and conditions of the Protocol.


 


A.  SERVICES


 


Covance hereby agrees to perform ECG analysis and data management
services  (“Services”) for Company with
respect to the Clinical Trial.  The
Services shall be performed pursuant to the terms and conditions contained
herein and in the attached Exhibit A.


 


Services – Covance will provide
operator assisted ECG acquisition, real-time quality evaluation and a fax
containing ECG waveform and cardiologist interpretation within the agreed upon
timeframe according to trial requirements. If needed, preliminary computer
interpreted ECG reports are available within one hour, 24 hours per day. The
final ECG waveform report is sent within 24 hours of cardiologist review, to
the investigator site, via US Mail.


 


Interpretation Services – Covance will provide reading of ECGs
including review of each test by a Qualified Cardiologist.  Interpretation will include standard interval
measurements, Covance interpretation codes with corresponding criteria and
diagnostic statements and a severity code corresponding to the probable
clinical relevance of ECG findings.


 


Support – Covance will provide timely consultation as required for
cardiac questions which may arise from the ECG, but it is understood that
neither this data nor Covance comments will be used for clinical management of
the subject.  Cardiologist consultation
is available by phone appointment. 
Emergency review of ECGs will be accomplished upon request by the
investigator.  Technical support will
include a trial specific Investigator’s ECG procedure manual, training
presentation at one investigator meeting and telephone support for
technical/procedural questions.


 


Data Collection Services – Covance will
design and structure a specific database and establish electronic report
formats.  A Covance Data Control Card will
be initialized and provided to the investigator for assignment to each subject
screened in the trial.  A validation
process will  be initiated by Covance for
demographic confirmation by the site and/or trial monitor following the subject’s
first ECG.


 


Reporting – At regularly scheduled intervals,
as agreed to by Covance and Company in advance, Covance will provide Company
with an electronic report.  Each ECG
record will be identified by a Covance identification number and will include
subject demographic data specific to each trial.  Each ECG record will also contain ECG results
as described above.  Covance’s standard
file format is ASCII.


 


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Language – All ECG report data, including
demographics, measurements and interpretation will be delivered in
English.  Procedure manuals and other
supplemental documentation may be converted to another language for an
additional fee.  Interpreter services are
available for operator assisted ECG transmission on an as-needed basis and are
included in the fees described in the IPA.


 


Equipment – Covance will deliver one MTX-2 ECG device to each
investigator site with all supplies necessary to perform the tests.  Additional supply items are available from
Covance ECG Client Services Center and will be supplied at no additional charge
as the trial progresses.  Equipment and
supplies are to be used only for trial subjects and are to be returned to
Covance within sixty (60) days of trial completion. Defective equipment is to be returned to Covance within 60 days to avoid
being invoiced at the replacement cost of $1495 for each defective device.    It is the responsibility of the
investigator to verify the quality of lead placement and proper
equipment usage and to promptly transmit ECGs to the Covance Data Center.


 


Equipment Repair/Loss – Covance will repair the MTX-2s at no charge to
Company if such repair is the result of normal wear and tear as determined by
Covance in its reasonable discretion; and (a) if the damage is not due to
normal wear and tear, Covance shall invoice Company for the cost of the repair
up to a maximum of $1495 per MTX-2. 
Company shall pay such invoiced amounts within thirty (30) days of
receipt of the applicable invoice; and (b) in the event of MTX-2 loss,
Company shall notify Covance of such loss and pay $1495 per MTX-2, within
thirty (30) days of notification.


 


Relocation/Re-assignment – Covance will relocate an MTX-2 for a fee of
$200 per relocation.  Each relocation
requires written notification and must be agreed to by both parties.


 


Site/Unit Increases – Upon thirty (30) days prior written notice and
agreement upon required adjustments to the fees payable hereunder, Company may
increase the number of sites to be authorized under this Agreement or may request
additional MTX-2 units for existing sites.


 


B. 
FEES AND BILLINGS


 


Company will pay Covance for Services according to the Fees listed in Exhibit A.


 


If Company requests a material change to the Protocol at any time,
which would affect service costs, Covance will revise fees to reflect the
increase or decrease in costs.


 


B.1  Project Start Up Fee.  Upon contract
signature a non-refundable project start-up fee, as listed in Exhibit A,
will be invoiced.  This fee may be
adjusted upward if Company makes any revisions to the Clinical Trial database
after it has been established but in no event shall this fee be adjusted
without the prior consent of the Company. 
However, this fee will not be adjusted downward after the database has
been completed, as the scope of the original work will have been fulfilled.


 


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B.2  Invoice and Billing. An invoice for all testing reported during the prior period
and monthly maintenance will be issued to Company on a monthly basis and will
consist of a summary invoice. Supporting detail of visits, by Investigator, is available upon request. Invoices from Covance are due
thirty (30) days from the date of the invoice. 
VAT will be detailed separately.


 


Funds are to be paid in lawful
money of the United States. Payments may be made by wire transfer to: PNC Bank
NA ABA 0312-07607 for further credit to Covance Cardiac Safety Services Inc.
account number 8011578621 or by courier service to Covance Cardiac Safety
Services Inc, P.O. Box 828247, Philadelphia PA 19182-8247. All payments
will be made without deduction or offset.


 


If Company pays, or Covance otherwise
receives, less than the full amount then owing, Company’s payment will not
constitute or be construed less than as on account of the earliest compensation
due. Covance may accept any check or payment in any amount without prejudice to
Covance’s right to recover the balance of the amount due or to pursue any other
right or remedy. No endorsement or statement on any check or payment or in any
letter accompanying any check or payment or elsewhere will be construed as an
accord or satisfaction.


 


C. 
PROPERTY OWNERSHIP


 


All materials, documents, information, programs and suggestions of
every kind and description supplied to Covance by or on behalf of Company or
prepared or developed by Covance pursuant to this Agreement (except for Covance
procedural manuals, development processes or data, personnel data and Covance
developed know-how, technology and software) shall be the sole and exclusive
property of Company.


 


D. 
PATENT RIGHTS


 


Covance will disclose promptly to Company or its nominee any and all
patentable inventions, discoveries and improvements conceived or made by
Covance in the course of providing services to Company pursuant to this
Agreement and relating to such services, and Covance agrees to assign all its
interests therein to Company or its nominee; provided Company requests
such assignment within one year of notification of such invention and agrees to
grant Covance and its affiliates a royalty free, non-exclusive license to use
any such patentable invention, discovery or improvement; provided, further,
that Covance shall retain all rights to any data, processes, software
(including codes), technology, means, know-how and delta flags developed by
Covance including, but not limited to, those which relate to laboratory testing
or data collection or data management. 
Whenever requested to do so by Company, Covance will execute any and all
applications, assignments or other instruments and give testimony which Company
shall deem reasonably necessary to apply for and obtain any Letters of Patent
of the United States of America or of any foreign country or to otherwise
protect Company’s interest therein, and Company shall compensate Covance for
the time devoted to said activities and reimburse it for expenses
incurred.  These obligations shall
continue beyond the termination of this Agreement with respect to patentable
inventions, discoveries and improvements conceived or made by


 


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Covance while providing services to Company pursuant to this Agreement,
and shall be binding upon Covance’s 
assignees.


 


E. 
CONFIDENTIAL INFORMATION/LEGAL PROCEEDINGS


 


Covance agrees that all materials, documents and information provided
to it by Company and, except as provided in Section C, all test
information, data and records developed by Covance exclusively in connection
with the performance of its services pursuant to this Agreement is and shall be
the sole property of Company and considered as confidential information
(collectively, the “Confidential Information”). 
Covance agrees to hold the Confidential Information in strict confidence
and in a manner consistent with the way in which Covance maintains the
confidentiality of its own proprietary information and Covance shall disclose
the Confidential Information to Investigators and Covance employees, officers,
directors and representatives only on a need-to-know basis.  Covance agrees that, except as necessary to
fulfill its obligations under this Agreement, Covance will not use or disclose
to any other third party any of the Confidential Information; provided, however,
that Covance will have no obligation to not use or maintain as confidential any
information which otherwise would be treated as Confidential Information if
such information:  (a) now or later
becomes publicly available through no fault of Covance; (b) is obtained by
Covance from a third party not under obligation to Company with respect to such
Confidential Information; (c) is already in Covance’s possession as
indicated in its written records; or (d) is required to be disclosed by
any law, rule, regulation, order, decree or subpoena or other legal process, in
which event Covance will give Company, if practicable, advance written notice
to permit Company to seek a protective order or other similar order with
respect to such Confidential Information. 
The foregoing obligations of non-use and confidentiality will extend for
five years beyond the date of disclosure or generation of such Confidential
Information.


 


If Covance shall be obligated to provide testimony or records regarding
any  Clinical Trial in any legal or
administrative proceeding, then Company shall reimburse Covance its out-of-pocket
costs therefor plus an hourly fee for its employees or representatives equal to
the internal fully burdened cost to Covance of such employee or representative.


 


Nothing contained in this Section E shall be interpreted to limit
the rights and obligations of the parties under Section C hereof and to
the extent that any conflict arises in applying the provisions of Sections C
and E, the provisions of Section C shall control.


 


F. 
COMPLIANCE


 


Performance - Covance will perform its services in accordance with the
current state of the electrocardiographic art and the
terms of this Agreement. COVANCE MAKES NO OTHER
EXPRESS OR IMPLIED COMMITMENTS OR WARRANTIES CONCERNING THE PERFORMANCE OF ITS
SERVICES.


 


The parties acknowledge and agree that Basic
Services are provided solely as diagnostic aids and are only to be used by
treating physicians in reaching any diagnosis or clinical decision.  Covance


 


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makes no warranties concerning the Basic
Services hereunder, express or implied, and therefore disclaims any liability
for any and all direct or indirect damages arising out of, or in any manner
related to physician diagnosis, clinical decisions, or any other use of work
product generated by the provision of the Basic Services.  Additionally, Company shall not be entitled
to claim consequential, indirect or special damages or loss of profit for
non-conforming services, for late completion of services or for breach of this
agreement.


 


Change in Requirements - Should such
government regulatory requirements be changed, Covance will make every
reasonable effort to satisfy the new requirements.  In the event that compliance with such new
regulatory requirements necessitates a change in this Agreement,  Covance will submit to Company a revised
technical and cost proposal for Company’s acceptance prior to performing
services.


 


Conflicts - In the event of a conflict in government regulation,
Company will designate the applicable regulations to be followed by Covance in
the performance of its services.


 


G. 
DATA CENTER VISITS


 


Company’s representatives may visit Covance’s  facility at reasonable times and with
reasonable frequency during normal business hours to observe the progress of a
Clinical Trial.  All such visits shall be
scheduled in advance by Company.  Company
acknowledges that Company representatives granted access to Covance’s  facilities during any such visits may have
access to confidential and proprietary information of Covance. Company agrees
that all such confidential and proprietary information of Covance obtained or
observed by Company during such visits shall remain the sole property of
Covance and Company shall keep such information confidential and shall not use
or disclose it to any third party without Covance prior written consent.


 


H. 
INDEMNIFICATION


 


Company shall indemnify Covance and its respective affiliates and their
respective officers, directors, employees and agents (“Covance Group”) from any
loss, damage, cost or expense (including reasonable attorney’s fees) (a “Loss”)
arising from any claim, demand, assessment, action, suit or proceeding (a “Claim”)
arising from or related to (i) personal injury to a participant in the
Clinical Trial directly or indirectly caused by the Drug, (ii) Covance’s
performance of or involvement with the Clinical Trial or its obligations under
this Agreement, (iii) this Agreement, the Clinical Trial or any aspect
thereof set forth in the Protocol violating any applicable law, rule,
regulation or ordinance, (iv) the Drug’s harmful or otherwise unsafe
effect, including, without limitation, a Claim based upon Company’s or any
other person’s use, consumption, sale, distribution or marketing of any
substance, including the Drug, or (v) the negligence, gross negligence or
intentional misconduct or inaction of Company in the performance of its
obligation under this Agreement or the Protocols related to any Clinical Trial;
provided that if such Loss or Claim (other than a Loss or Claim
described in clause (iv)) hereof arises in whole or in part from Covance’s
negligence, gross negligence or intentional misconduct or inaction, then the
amount of such Loss that Company shall indemnify the appropriate person or
entity within the Covance Group pursuant to this Section H shall be
reduced by an amount in proportion to the percentage


 


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of Covance’s responsibilities for such Loss as determined by a court of
competent jurisdiction in a final and non-appealable decision or in a binding
settlement between the parties.  Company
shall not indemnify the Covance Group from any Loss from any Claim described in
clause (iv) hereof arising solely from the willful misconduct or inaction
or gross negligence of Covance.


 


Covance shall indemnify Company and its officers, directors, employees
and agents (“Company Group”) from any Loss arising from any Claim for personal
injury to Clinical Trial participants or personal injury to any employee within
the Company Group or property damage arising or occurring during the conduct of
the Clinical Trial as a result of Covance’s negligence, gross negligence or
intentional misconduct or inaction; provided that if such Loss or Claim
hereof arises in whole or part from the Company Group’s negligence, gross
negligence or intentional misconduct or inaction, then the amount of the Loss
that Covance shall indemnify the Company Group for pursuant to this Section H
shall be reduced by an amount in proportion to the percentage of Company Group’s
responsibilities for such Loss as determined by a court of competent
jurisdiction in a final and non-appealable decision or in a binding settlement
between the parties.


 


Upon receipt of notice of any Claim which may give rise to a right of
indemnity from a party, a person or entity entitled to seek indemnification
pursuant to the foregoing provisions (the “Indemnified Party”) shall give
written notice thereof to the other party (the “Indemnifying Party”) with a
Claim for indemnity.  Such notice shall
indicate the nature of the Claim and the basis therefor.  Promptly after a Claim is made for which the
Indemnified Party seeks indemnity, the Indemnified Party shall permit the
Indemnifying Party, at its option and expense, to assume the complete defense
of such Claim, provided, however, that (a) the Indemnified
Party will have the right to participate in the defense of any such Claim at
its own cost and expense, (b) the Indemnifying Party will conduct the
defense of such Claim, with due regard for the business interest and potential
related liability of the Indemnified Party and (c) 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 obligations hereunder with respect to such
Claim and assume a complete defense of the same in return for payment by the
Indemnifying Party to the Indemnified Party of the amount of the Indemnifying
Party’s settlement offer.  The
Indemnifying Party will not, in defense of such Claim, except with the consent
of the Indemnified Party, consent to the entry of any judgment or enter into
any settlement which does not include, as an unconditional term thereof, the
giving by the claimant or plaintiff to the Indemnified Party of a release from
all liability in respect thereof.  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 in connection with the defense thereof at the request of the Indemnifying
Party.  As to those Claims with respect
to those 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 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, which may not be unreasonably withheld
or delayed.


 


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The obligations of the parties under Section H shall survive the
termination of this Agreement.  Further, 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 in a
binding settlement between the parties.


 


I. 
DEFAULT


 


If Covance shall be in default of its material obligations under this
Agreement, then Company shall promptly notify Covance in writing of any such
default.  Covance shall have a period of
thirty (30) days from the date of receipt of such notice within which to cause
the cure of such default.  If Covance
shall fail to so cause such cure, then this Agreement shall, at Company’s
option and upon notice to Covance, immediately terminate.  In any event, Company’s sole remedy for any
default by Covance under this Agreement shall be the refund of all money paid
to Covance with respect to any such affected Clinical Trial.  UNDER NO CIRCUMSTANCES
SHALL COMPANY BE ENTITLED TO, NOR SHALL COVANCE BE RESPONSIBLE FOR, ANY
INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING IN CONNECTION
WITH COVANCE’S DEFAULT OR BREACH OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, EXHIBIT A,
OR ANY DOCUMENTS RELATED THERETO.


 


J. 
INSURANCE


 


Covance shall secure and maintain in full force and effect through the
performance of its services insurance coverage for (a) Worker’s
Compensation, (b) General Liability, and (c) Automobile Liability in
amounts appropriate to the conduct of Covance’s business.  Certificates evidencing such insurance will
be made available for examination upon request by Company.


 


K. 
DATA RETENTION


 


Covance will maintain all data collected during a Clinical Trial in an
immediately retrievable format at all times during the Clinical Trial and for a
period of three months after the completion of the Clinical Trial.  Thereafter, all data will be retained in
archive files for at least two years after FDA approval of the new drug
application according to Company communication to Covance, but not later than
five years after the submission of the new drug application.


 


L. 
FORCE MAJEURE


 


No party shall be liable for a delay in performance or failure to
perform this Agreement if such delay or failure is due to acts of God or any
other event beyond the control of the parties, including, without limitation,
fire, explosion, weather, disease, war, insurrection, civil strife, riots,
government action or power failure, provided, however, that the party who is
unable to perform resumes performance as soon as possible following the end of
the event causing delay or failure.  Any
deadline or time for performance specified in this Agreement which falls due
during


 


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or subsequent to the occurrence of any of the events referred to above
shall be automatically extended for a period of time equal to the period of
delay caused by any such event.


 


Covance will promptly notify Company if, by reason of any of the events
referred to above, Covance is unable to meet any deadline or time for
performance specified in this Agreement. 
In the event that any part of Covance’s services are rendered invalid as
a result of any such event, Covance will, upon written request from Company and
at Company’s sole cost and expense, repeat that part of the services affected
by the event.


 


M. 
TERMINATION


 


Company may terminate this Agreement at any time for any reason upon
thirty (30) days written notice to Covance, except when the reason for
termination is the safety of patients, then it can be terminated
immediately.  In the event of such
termination, Covance shall be entitled to full payment for work performed on
the Clinical Trial up through the date work on such Clinical Trial is
concluded, as calculated in accordance with the provisions of this Agreement,
including, without limitation, all fees and other out-of-pocket expenses of
Covance for such Clinical Trial.  Covance
shall use reasonable efforts to conclude or transfer the Clinical Trial as expeditiously
as practicable and in accordance with all applicable laws, rules and
regulations, including those of the FDA. 
Further, Covance and Company shall cooperate with each other during such
Clinical Trial termination to safeguard patient safety, continuity of patient
treatment and to comply with applicable laws, rules and regulations.


 


N.  OBLIGATIONS
NOTWITHSTANDING TERMINATION


 


The termination of this Agreement shall not relieve either party of its
obligations to the other with respect to (a) maintaining the
confidentiality of Confidential Information, (b) assignment of inventions
and assistance with respect thereto, (c) indemnification, (d) compensation
for services performed, and (e) retention of records.


 


O. 
INDEPENDENT CONTRACTOR


 


It is understood and agreed that Covance shall perform its duties as an
independent contractor and not as an agent, employee, partner or joint venture
of Company.  Covance will have no
authority to bind or commit Company in any manner whatsoever and will not, at
any time, hold itself out to third parties as having authority to enter into or
incur any commitments, expenses, liabilities or obligations of any nature on
behalf of Company, except pursuant to this Agreement.


 


P. 
ADVERTISING


 


Neither party shall use the name of the other party or the names of the
employees of the other party in any advertising or sales promotional material
or in any publication without the prior written permission of such party.


 


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Q. 
MODIFICATIONS


 


No amendments or modifications to this Agreement may be made without
the written Agreement of Company and Covance as to this Agreement.


 


R.  LAW


 


This Agreement shall be interpreted in accordance with the laws of the
State of Illinois. It is the intention of the parties that in the event
disputes should arise between the parties over the interpretation and
application of this Agreement, the parties will first attempt to settle such
disputes by negotiation and consultation between the senior executives of
Company and Covance and other parties familiar with this Agreement,  Clinical Trial or Protocol.


 


S. 
COSTS OF LITIGATION


 


In the event that any party commences legal proceedings against the
other party in connection with this Agreement, the party prevailing through a
final non-appealable decision of the court of competent jurisdiction shall be
entitled to recover its costs and expenses of litigation (including reasonable
attorneys’ fees) from the other party.


 


T. 
BINDING EFFECT 


 


This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns; provided, however, that
neither party shall have the right to assign this Agreement or any of the
rights set forth herein or delegate any of the obligations hereunder without
the prior written consent of the other party.


 


U. 
ENTIRE AGREEMENT


 


This Agreement represents the entire understanding between the parties
with respect to the subject matter hereof as of the Effective Date, and this
Agreement supersedes all prior agreements, negotiations, understandings,
representations, statements and writings between the parties relating thereto.


 


V. 
WAIVER


 


No waiver of any term, provision, or condition of this Agreement
whether by conduct or otherwise in any one or more instances shall be deemed to
be or construed as a further or continuing waiver or estoppel of any such term,
provision, or condition or of any other term, provision, or condition of this
Agreement.


 


W. 
SEVERABILITY 


 


If any term or provision of this Agreement shall be held invalid or
unenforceable, the remaining terms hereof shall not be affected but shall be
valid and enforced.


 


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X. 
CONTACT 


 


Until further notice Company’s contact with Covance will be the Project
Manager, or such persons as said person shall designate and Covance’s contact
within Company will be David A. Eiznhamer, Ph.D.or such persons as said person
shall designate, for purposes of this Agreement.


 


Y. 
NOTICES


 


All notices required to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if delivered personally or
mailed first class, registered or certified mail, return receipt
requested,  postage paid:


 


	
  a. 
  If to Company to:

  	
   

  	
  Advanced Life Sciences, Inc.

  
	
   

  	
   

  	
  1440 Davey Road

  
	
   

  	
   

  	
  Woodridge, IL 60517

  
	
   

  	
   

  	
  Attention: David A. Eiznhamer, Ph.D.

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Advanced Life Sciences, Inc.

  
	
   

  	
   

  	
  1440 Davey Road

  
	
   

  	
   

  	
  Woodridge, IL 60517

  
	
   

  	
   

  	
  Attention: Chief Legal Counsel

  
	
   

  	
   

  	
   

  
	
  b. 
  If to COVANCE to:

  	
   

  	
  Covance Cardiac Safety Services Inc.

  
	
   

  	
   

  	
  9390 Gateway Drive

  
	
   

  	
   

  	
  Reno, Nevada 89521 USA

  
	
   

  	
   

  	
  Attention: Director/Controller

  



 


or at such other place as either party shall hereafter furnish to the
other party in writing.   Notices shall
be deemed given on the date of personal delivery or deposit in the mail as
specified above.


 


Z. 
CAPTIONS


 


Any caption used in this Agreement is inserted for convenience and
reference only and is to be ignored in the construction and interpretation of
the provisions hereof.


 


[Signature page follows]


 


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[Signature page to ECG
Service Agreement]


 


IN WITNESS WHEREOF, the parties by their duly authorized officers have
executed this Agreement on the dates set forth below, to be effective on the
Effective Date set forth on the first page of this Agreement.


 


	
  Advanced Life Sciences, Inc.

  	
  Covance Cardiac Safety Services Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John L. Flavin

  	
   

  	
  By:

  	
  /s/ Trenton L. Harris

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  John L. Flavin

  	
  Name:

  	
  Trenton
  L. Harris

  
	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  President

  	
  Title:

  	
  Director/Controller

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  November 22,
  2005

  	
  Date:

  	
  November 18,
  2005

  
						



 


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