Scope of the Employment. 4.1 The Executive shall have the power and authority to take (or authorize other officers, employees or agents of the Company to take) all actions on behalf of the Company that are within the ordinary course of business of the Company as directed by the Chief Executive Officer, Board of Directors, or Chairman of the Board of Directors of the Company, unless the Chairman of the Board of the Company, or Board of Directors shall have previously restricted (specifically or generally) such power and authority of the President of the Company. 4.1.1 The President shall be responsible for providing the scientific and technical leadership necessary to help define, to prioritize, and to manage the company’s discovery and pre-clinical programs to set the stage for defining the company’s future. The highest priority will be to help successfully translate research into new products. The President shall actively lead and participate in strategic planning of the Company; actively assist in seeking product and/or technology alliances with appropriate pharmaceutical or manufacture company partners to enhance/expedite the development and commercialization of the company’s assets; represent the company internally and externally in the scientific, and business communities; and assist in establishing and maintaining collaborations with academia and industry partners. 4.1.2 devote to his duties the time, attention and skill as may reasonably be required for the satisfactory performance of the Project. 4.1.3 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Office, Chairman of Board of Morria; and Board of Directors of Morria; 4.1.4 obey the reasonable and lawful directions of the Chief Executive Office, Chairman of Board of Morria; and Board of Directors of Morria or anyone duly authorised by it; 4.1.5 comply with all the Company’s rules regulations policies and procedures from time to time in force; 4.1.6 use best endeavours to promote and protect the interests of Morria and future growth; and 4.1.7 keep the Chief Executive Office , and Chairman of Board of Morria at all times promptly and fully informed, in writing if so requested, of his conduct of the business of Morria as the Chief Executive Office or Chairman may require. 4.2 The Executive must not, without the prior consent of the Board: 4.2.1 on behalf of the Company, incur any capital expenditure in excess of any sum authorised from time to time by the Board; 4.2.2 on behalf of the Company, enter into any commitment contract or arrangement with authorization from the Chief Executive Office, Chairman of Board of Morria, or the Board of Directors of Morria and which is outside the normal course of its business or of an unusual onerous or long term nature or outside the scope of his normal duties; or 4.2.3 employ any person on terms that: 4.2.3.1 they will receive remuneration at an annual rate in excess of £30,000 (thirty thousand pounds); or 4.2.3.2 the termination of any such employment will require more than three months’ notice.
Appears in 2 contracts
Samples: Executive Service Agreement (Morria Biopharmaceuticals PLC), Executive Service Agreement (Morria Biopharmaceuticals PLC)
Scope of the Employment. 4.1 The Executive shall have the responsibility and power and authority to take (or authorize other officers, employees or agents of the Company to take) all actions on behalf of the Company that are within the ordinary course of business of the Company in his position as Chief Medical Officer and as directed by the Chief Executive Officer, Board of Directors, or Chairman of the Board of Directors of the Company, unless the Chairman of the Board of the Company, or Board of Directors shall have previously restricted (specifically or generally) such power and authority of the President Chief Medical Officer(“Services”).
4.2 The scope of the Services shall be determined by the Company from time to time, according to the Company’s needs.
4.1.1 The President shall be responsible for providing the scientific and technical leadership necessary to help define, to prioritize, and to manage the company’s discovery and pre-clinical programs to set the stage for defining the company’s future. The highest priority will be to help successfully translate research into new products. The President shall actively lead and participate in strategic planning of the Company; actively assist in seeking product and/or technology alliances with appropriate pharmaceutical or manufacture company partners to enhance/expedite the development and commercialization of the company’s assets; represent the company internally and externally in the scientific, and business communities; and assist in establishing and maintaining collaborations with academia and industry partners.
4.1.2 4.2.1 devote to his duties the time, attention and skill as may reasonably be required for the satisfactory performance of the Projectposition.
4.1.3 4.2.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Office, Chairman of the Board of Morria; and Board of Directors of Morria;
4.1.4 4.2.3 obey the reasonable and lawful directions of the Chief Executive Office, Chairman of the Board of Morria; and Board of Directors of Morria or anyone duly authorised by it;
4.1.5 4.2.4 comply with all the Company’s rules regulations rules, regulations, policies and procedures from time to time in force;
4.1.6 4.2.5 use best endeavours to promote and protect the interests of Morria and future growth; and
4.1.7 4.2.6 keep the Chief Executive Office Office, President and Chairman of the Board of Morria at all times promptly and fully informed, in writing if so requested, of his conduct of the business of Morria as the Chief Executive Office or Chairman may require.
4.2 The 4.3 Specifically, but without limitation, the Executive must notshall have the responsibility of: general supervision and control over, without the prior consent of the Board:
4.2.1 on behalf of and responsibility for, the Company’s pre-clinical and clinical development activities; regulatory development , incur any capital expenditure in excess planning, and filings; and company clinical presentations and development plan and startegy. In addition to Executive’s primary duties, Executive shall perform such other services and discharge such other duties and responsibilities, as may be prescribed by the Chief Executive Officer and/or Board of any sum authorised Directors from time to time by the Board;
4.2.2 on behalf of the Company, enter into any commitment contract or arrangement with authorization from the Chief Executive Office, Chairman of Board of Morria, or the Board of Directors of Morria and which is outside the normal course of its business or of an unusual onerous or long term nature or outside the scope of his normal duties; or
4.2.3 employ any person on terms that:
4.2.3.1 they will receive remuneration at an annual rate in excess of £30,000 (thirty thousand pounds); or
4.2.3.2 the termination of any such employment will require more than three months’ noticetime.
Appears in 1 contract
Samples: Executive Service Agreement (Morria Biopharmaceuticals PLC)
Scope of the Employment. 4.1 The Executive shall have the responsibility and power and authority to take (or authorize other officers, employees or agents of the Company to take) all actions on behalf of the Company that are within the ordinary course of business of the Company in his position as Chief Executive Officer and as directed by the Chief Executive Officer, Board of Directors, or Chairman of the Board of Directors of the Company, unless the Chairman of the Board of the Company, or Board of Directors shall have previously restricted (specifically or generally) such power and authority of the President Chief Executive Officer (“Services”).
4.2 The scope of the Services shall be determined by the Company from time to time, according to the Company’s needs.
4.1.1 The President shall be responsible for providing the scientific and technical leadership necessary to help define, to prioritize, and to manage the company’s discovery and pre-clinical programs to set the stage for defining the company’s future. The highest priority will be to help successfully translate research into new products. The President shall actively lead and participate in strategic planning of the Company; actively assist in seeking product and/or technology alliances with appropriate pharmaceutical or manufacture company partners to enhance/expedite the development and commercialization of the company’s assets; represent the company internally and externally in the scientific, and business communities; and assist in establishing and maintaining collaborations with academia and industry partners.
4.1.2 4.2.1 devote to his duties the time, attention and skill as may reasonably be required for the satisfactory performance of the Projectposition.
4.1.3 4.2.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Office, Chairman of the Board of Morria; and Board of Directors of Morria;
4.1.4 obey the reasonable and lawful directions of the Chief Executive Office, Chairman of Board of Morria; and Board of Directors of Morria or anyone duly authorised by it;
4.1.5 4.2.3 comply with all the Company’s rules regulations rules, regulations, policies and procedures from time to time in force;
4.1.6 4.2.4 use best endeavours to promote and protect the interests of Morria and future growth; and
4.1.7 4.2.5 keep the Chief Executive Office , and Chairman of the Board of Morria at all times promptly and fully informed, in writing if so requested, of his conduct of the business of Morria as the Chief Executive Office Chairman or Chairman Board of Directors may require.
4.2 4.3 Specifically, but without limitation, the Executive shall have the responsibility of: general supervision, management, and responsibility for, the Company’s financing, investor relations, commercial and business development, pre-clinical and clinical development activities; regulatory development , planning, and filings; and company clinical presentations and development plan and strategy. In addition to Executive’s primary duties, Executive shall perform such other services and discharge such other duties and responsibilities, as may be prescribed by the Chief Executive Officer and/or Board of Directors from time to time.
4.3.1 Build shareholder value through investor meetings and presentations;
4.3.2 Raise capital;
4.3.3 Present development updates in conference calls in and meeting with the investor, and shareholder, and potential investors;
4.3.4 Establish a strong relationship and credibility with shareholders, analysts and numerous health care institutional and fund managers;
4.3.5 Establish and participate in industry collaborations. Licensing partners, and relationships;
4.3.6 Manage and all aspects of drug development of Morria drug development and clinical operations including pre-clinical pharmacology and toxicology, Phases 1-3 clinical development and clinical trials, development and commercialization of Morria's technology related to the treatment of inflammatory diseases;
4.3.7 Work with third party clinical sites, contract researches and organizations, and advisors, and consultants; and
4.3.8 Develop, strategize for, prepare, and submit regulatory applications and present at regulatory meetings.
4.4 It is hereby clarified that the list above is a non-exhaustive list. Executive acknowledges that Morria is a UK company that is publically listed in the United States and that its services include interaction with US and European investors, shareholders, partners, and financial, and regulatory authorities will be required.
4.5 The Executive must not, without the prior consent of the Board:
4.2.1 4.5.1 on behalf of the Company, incur any capital expenditure in excess of any sum authorised from time to time by the Board;
4.2.2 4.5.2 on behalf of the Company, enter into any commitment contract or arrangement with without authorization from the Chief Executive Office, Chairman of the Board of Morria, or the Board of Directors of Morria and which is outside the normal course of its business or of an unusual onerous or long term nature or outside the scope of his normal duties; or
4.2.3 employ any person on terms that:
4.2.3.1 they will receive remuneration at an annual rate in excess of £30,000 (thirty thousand pounds); or
4.2.3.2 the termination of any such employment will require more than three months’ notice.
Appears in 1 contract
Samples: Executive Service Agreement (Morria Biopharmaceuticals PLC)
Scope of the Employment. 4.1 The Executive shall have the responsibility and power and authority to take (or authorize other officers, employees or agents of the Company to take) all actions on behalf of the Company that are within the ordinary course of business of the Company in his position as Chief Financial Officer and as directed by the Chief Executive Officer, Board of Directors, or Chairman of the Board of Directors of the Company, unless the Chairman of the Board of the Company, or Board of Directors shall have previously restricted (specifically or generally) such power and authority of the President Chief Financial Officer(“Services”).
4.2 The scope of the Services shall be determined by the Company from time to time, according to the Company’s needs.
4.1.1 The President shall be responsible for providing the scientific and technical leadership necessary to help define, to prioritize, and to manage the company’s discovery and pre-clinical programs to set the stage for defining the company’s future. The highest priority will be to help successfully translate research into new products. The President shall actively lead and participate in strategic planning of the Company; actively assist in seeking product and/or technology alliances with appropriate pharmaceutical or manufacture company partners to enhance/expedite the development and commercialization of the company’s assets; represent the company internally and externally in the scientific, and business communities; and assist in establishing and maintaining collaborations with academia and industry partners.
4.1.2 4.2.1 devote to his duties the time, attention and skill as may reasonably be required for the satisfactory performance of the Projectposition.
4.1.3 4.2.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Office, Chairman of the Board of Morria; and Board of Directors of Morria;
4.1.4 4.2.3 obey the reasonable and lawful directions of the Chief Executive Office, Chairman of the Board of Morria; and Board of Directors of Morria or anyone duly authorised by it;
4.1.5 4.2.4 comply with all the Company’s rules regulations rules, regulations, policies and procedures from time to time in force;
4.1.6 4.2.5 use best endeavours to promote and protect the interests of Morria and future growth; and
4.1.7 4.2.6 keep the Chief Executive Office Office, President and Chairman of the Board of Morria at all times promptly and fully informed, in writing if so requested, of his conduct of the business of Morria as the Chief Executive Office or Chairman may require.
4.2 4.3 Specifically, but without limitation, the Executive shall have the responsibility of preparing the company for listing in the US ("Listing"):
4.3.1 Coordinate the financial regulatory filings in the United States and United Kingdom, and submissions of required official Forms to the US Securities Exchange Commission ("SEC"), prospectus preparations and all related required actions together with the external professionals to prepare the company to its Listing and registering the Company shares in the US;
4.3.2 Preparing quarterly and annual financial statements including the implementation, in accordance with the GAAP regulations and in cooperation with the Company’s external accountants, for the purpose of preparing the prospectus and Company Audits;
4.3.3 Prepare tax filing and documents and coordinate with external accountants;
4.3.4 Preparing board of directors reports and other reports;
4.3.5 Acting as the company CFO;
4.3.6 Leading financing rounds;
4.3.7 Managing on-going bookkeeping & salaries;
4.3.8 Managing the Company's activity with banks and cash flow;
4.3.9 Participating in meetings of the board of directors of the Company, on a requested basis;
4.3.10 Preparing budget control and forecast;
4.3.11 Attending shareholder and investor meetings;
4.3.12 Delivering to Company not less than monthly electronic copies of all documentation, work sheets, records and other materials received or prepared and transmitted to Executive in respect of the services.
4.4 It is hereby clarified that the list above is a non-exhaustive list. Executive acknowledges that Morria is a UK company and that its services include interaction with UK and US accountants, and other UK and US entities as may be required.
4.5 The Executive must not, without the prior consent of the Board:
4.2.1 4.5.1 on behalf of the Company, incur any capital expenditure in excess of any sum authorised from time to time by the Board;
4.2.2 4.5.2 on behalf of the Company, enter into any commitment contract or arrangement with without authorization from the Chief Executive Office, Chairman of the Board of Morria, or the Board of Directors of Morria and which is outside the normal course of its business or of an unusual onerous or long term nature or outside the scope of his normal duties; or
4.2.3 employ any person on terms that:
4.2.3.1 they will receive remuneration at an annual rate in excess of £30,000 (thirty thousand pounds); or
4.2.3.2 the termination of any such employment will require more than three months’ notice.
Appears in 1 contract
Samples: Executive Service Agreement (Morria Biopharmaceuticals PLC)
