exhibit 10. 2 service agreement between quintiles commercial germany gmbh registered address at schildkrotstrasse 17 - 19, d - 68199 mannheim, germany hereinafter “ quintiles ” and mela sciences inc. registered address at 50 south buckhout st., irvington, ny 10533, usa hereinafter “ mela ” index : 1. scope of agreement 3 2. quintiles obligations 3 3. mela obligations 4 4. mutual obligations 4 5. price and payment 5 6. liability and indemnity 5 7. confidentiality 6 8. duration and termination 6 9. non - solicitation 7 10. return of materials 8 11. cooperation and governance 8 12. ownership and inventions 8 13. notices 9 14. assignment and sub contracting 9 15. survival 9 16. entire agreement 9 17. amendments 9 18. jurisdiction 10 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 2 / 10 1. scope of agreement 1. 1. mela wishes to appoint quintiles and quintiles hereby accepts such appointment to perform the services as described in schedule i and ii in accordance with the terms and conditions that are agreed hereinafter. 1. 2. mela commits to pay to quintiles the quintiles service fees in accordance with the payment schedule and terms of payment as described in schedule ii and to comply with the mela obligations as particularly set out in clause 3. of this agreement. 2. quintiles obligations it is agreed that quintiles shall : 2. 1. undertake all reasonable endeavours to deliver the services as described in detail in schedule i to this agreement ; 2. 2. have the services carried out by qualified pharmaceutical representatives according to § 75 amg ( arzneimittelgesetz – german medicines act ) – as far as the detailing of medicines in the sense of § 2 clause 1 and clause 2 no. 1 amg are subject of the services ; 2. 3. ensure that the provided quintiles personnel are familiar with the provisions of relevant legislation, codes of practice or guidelines applicable for the project ; 2. 4. manage all contractual obligations in respect of the employment of the quintiles personnel including the payment of all salaries, quintiles bonuses and benefits ; 2. 5. be