Exhibit 10.48
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is dated as of
the 27th day of February, 2006.
BY AND BETWEEN:
Biovail Laboratories International SRL
having a business location at
Barbados
(hereinafter referred to as "Biovail")
and
Bord de Lac Ltd
(hereinafter referred to as the "Consultant")
WHEREAS Biovail wishes to retain the Consultant to provide consulting services
to Biovail relating to responsible for the direction, management and control of
all aspects of BLS business, the whole as more fully described on Schedule A
annexed hereto (hereinafter referred to as the "Services");
AND WHEREAS Consultant agrees to be retained for that purpose in accordance with
the terms and conditions hereinafter described,
NOW THEREFORE in consideration of the terms and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Biovail and Consultant agree as follows:
1.
SERVICES AND REMUNERATION
1.01
THE CONSULTANT HEREBY AGREES TO PROVIDE AND
PERFORM THE SERVICES FOR, AND FOR THE BENEFIT OF, BIOVAIL, INCLUDING SUCH
VARIOUS ASSIGNMENTS AS MAY OTHERWISE BE REQUESTED FROM TIME TO TIME BY THE
PRESIDENT OF BLS (THE "SUPERVISOR") .
1.02
THE CONSULTANT'S REPRESENTATIVE FOR THE PROVISION
OF THE SERVICES HEREUNDER SHALL BE MICHEL CHOUINARD.
NO CHANGE TO THE
CONSULTANT'S REPRESENTATIVE CAN BE MADE WITHOUT WRITTEN AGREEMENT BY THE
SUPERVISOR OF BIOVAIL.
1.03
IN PERFORMING THE SERVICES, CONSULTANT SHALL
REPORT TO, AND BE SUBJECT TO THE DIRECT SUPERVISION OF THE SUPERVISOR AND SHALL
TAKE INSTRUCTIONS AND DIRECTIONS ONLY FROM THE SUPERVISOR, OR SUCH OTHER PERSON
AS INDICATED BY THE SUPERVISOR.
1.04
IN CONSIDERATION OF THE PROVISION BY CONSULTANT
OF THE SERVICES TO BIOVAIL, BIOVAIL AGREES TO PAY CONSULTANT A CONSULTING FEE
(THE "CONSULTING FEE") IN THE SUM OF THIRTEEN THOUSAND SEVEN HUNDRED AND FIFTY
U.S. DOLLARS (US$13,750) PER MONTH OF WORK OF THE PERFORMED BY CONSULTANT IN
EXECUTING THE SERVICES, AS PARTIAL CONSIDERATION FOR CONSULTANT'S SERVICES.
THESE FEES WILL BE INCREASED ANNUALLY TO REFLECT, AT A MINIMUM, COST OF LIVING
INCREASES IN BARBADOS.
1.05
THE CONSULTANT IS ALSO ELIGIBLE TO AN ANNUAL
PERFORMANCE BASED BONUS UP TO FIFTY (50%) PERCENT OF THE SUM OF THE CONSULTING
FEE PAID IN EACH CALENDAR YEAR FOR THE DURATION OF THE TERM OF THIS AGREEMENT,
PAYABLE WITHIN 90 DAYS OF THE END OF EACH CALENDAR YEAR.
1.06
CONSULTANT SHALL ALSO BE ENTITLED TO
REIMBURSEMENT FOR ITS REASONABLE EXPENSES WHICH ARE: (A) INCURRED DIRECTLY IN
PERFORMING THE SERVICES; AND (B) APPROVED IN ADVANCE BY BIOVAIL IN ACCORDANCE
WITH ITS APPLICABLE EXPENSE REIMBURSEMENT POLICIES IN EFFECT FROM TIME TO TIME
(THE "CONSULTANT EXPENSES").
1.07
THE CONSULTING FEE (AND CONSULTANT EXPENSES, IF
ANY) SHALL BE PAYABLE BY BIOVAIL TO CONSULTANT FOR EACH MONTH OF SERVICES
PERFORMED UNDER THIS AGREEMENT, IN ARREARS, WITHIN THIRTY (30) DAYS OF RECEIPT
BY BIOVAIL OF A CONSULTING REPORT (THE "REPORT") TO BE PROVIDED BY CONSULTANT TO
BIOVAIL ONCE QUARTERLY (ON THE LAST
BUSINESS DAY OF EACH CALENDAR MONTH OF THE TERM OF THIS AGREEMENT).
FOR THE
PURPOSES HEREOF THE TERM "BUSINESS DAY" MEANS ANY