MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT
This MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT (this "Agreement") is
made effective as of the 1st day of April 2003 (the "Effective Date"), by and
between BioDelivery Science International, Inc., a Delaware corporation
("BDSI"), and Bioral Nutrient Delivery, LLC, a Delaware limited liability
company ("BND").
WHEREAS, BND has been formed to develop a technological means of delivering
nutrients for the use and/or sale in the processed food and beverage industries;
and
WHEREAS, BDSI and BND desire to set forth in this Agreement certain terms
and conditions relating to services to be performed by BDSI (through its
employees) for BND (collectively, the "Services").
NOW, THEREFORE, in consideration of the mutual promises and undertakings
set forth below, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledge by the parties, the parties hereto
agree as follows:
1. Term; Termination. The term of this Agreement shall begin as of the
Effective Date and, unless sooner terminated in accordance with subsections (a),
(b) or (c) of this Section 1 or any other provision of this Agreement, shall
continue until April 1, 2004 (such term, the "Initial Term"). This Agreement
will terminate at the conclusion of the Initial Term. At such time, BDSI and BND
will evaluate the need for continuation of the provision of the Services by
BDSI.
Notwithstanding the foregoing, this Agreement may be terminated at any time
in the following circumstances:
(a) BDSI, in its sole and absolute discretion, may at any time cancel this
Agreement upon thirty (30) days prior written notice to BND;
(b) If either party commits a material breach of this Agreement, and such
material breach is either not curable or is curable but remains uncured for
thirty (30) days after written notice of such material breach is delivered to
the breaching party, then the non-breaching party may immediately terminate this
Agreement by providing the breaching party with written notice of such
termination. The right of termination provided in this Section 1(b) is not
exclusive of any remedies to which either party may otherwise be entitled at law
or in equity in the event of a breach of this Agreement.
(c) In the event that either party hereto (i) becomes insolvent or shall
cease to pay its debts when due; or (ii) is found bankrupt by any judicial,
administrative or other appropriate agency having jurisdiction, whether
voluntary or involuntary, and such insolvency is not corrected or such
bankruptcy declaration is not vacated within thirty (30) days, then the other
party shall have the right to immediately terminate this Agreement by providing