Consulting Agreement between Lyndon E. Mansfield, MD and Cobalis Corp.
Exhibit
4.10
between
Xxxxxx
X. Xxxxxxxxx, MD and Cobalis Corp.
This
Agreement made this 1st
day of
March 2007, by and between Cobalis Corp., a Nevada corporation (CLSC)
(hereinafter “Company”), located at 0000 XxXxxx Xxx, Xxx. 000, Xxxxxx XX 00000,
and Xxxxxx X. Xxxxxxxxx, MD (hereinafter “Consultant”) of 0000 Xxxxxxx, Xx Xxxx,
XX, 00000.
NOW,
THEREFORE, in consideration of the foregoing premises, terms, covenants,
and
conditions hereinafter set forth, and other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
RECITALS
A. Company
is a pharmaceutical company engaged in the business of researching, developing
medications for allergic (atopic) diseases such as seasonal allergic rhinitis,
asthma, migraine, and dermatitis.
B. Company
desires to have services and responsibilities (hereinafter “Responsibilities”)
provided by Consultant.
C. Consultant
is a medical doctor, board certified in allergy/immunology, who has extensive
knowledge of allergic disease, clinical research, FDA, and pharmaceutical
industry.
D. Consultant
is willing to provide medical expertise in the capacity of Medical Advisor
to
the Company and to perform the following Responsibilities, on average about
4-5
working days per month.
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Therefore,
the parties agree as follows:
1.
DESCRIPTION
OF SERVICES AND RESPONSIBILITIES.
Xx.
Xxxxxxxxx’x Responsibilities include, but are not limited to:
Reviewing
and developing the methods for the NDA submission for approval. Finding cost
effective ways to complete studies.
Serving
as the scientific and clinical voice for the team.
Serving
as Medical Advisor for all clinical trials.
Be
available for consultation with the rest of the team as required.
Constantly
review the old B12 literature as well as maintain the most updated information,
including studies of immune related disorders, other than allergy, atopy
or
asthma.
Work
with
the data management (DataMed) and statistical (Parexel) groups.
Help
with
the bioequivalence study.
Help
with
the hamster cheek study.
2.
COMPENSATION.
In
consideration for performing the above “Responsibilities”, Cobalis Corp. agrees
to provide Xx. Xxxxxxxxx with the following compensation (hereinafter
“Compensation”) beginning in November 1, 2006 and ending October 31,
2007.
2.1 A
payment
of two thousand five hundred US dollars ($2,500) per month, payable on the
1st
day of
each month.
2.2 One
hundred thousand (100,000) warrants in Cobalis (CLSC) with a strike price
of one
dollar and fifty cents ($1.50) each, and exercisable for seven (7) years
from
the date of signing this Agreement.
2.3 The
ability to exercise Consultant’s warrants 12 months from the date of signing
Agreement.
2.4 It
is
agreed to by both parties that if payment described in 2.1 above is missed
to
Mansfield on two (2) consecutive months, Xx. Xxxxxxxxx will no longer required
to continue with his Responsibilities until the monies due are paid, and
that
Xx. Xxxxxxxxx can and will seek redress until resolution.
2.5 The
Company agrees to reimburse Consultant for reasonable travel expenses, subject
to prior written approval, should the Consultant travel on behalf of the
Company, for example to FDA, drug companies or study sites, such expenses
to
include airfare, hotel, car rental and meals.
2.6 Both
parties agree that if the average time to perform the Responsibilities increases
in an unforeseen way, Xx. Xxxxxxxxx may request in writing additional payments
to hire clinical support for the practice and for other Responsibilities,
and
that the Company will honor such reasonable requests.
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3. RELATIONSHIP
OF PARTIES.
It
is
understood by the parties that Consultant is an independent contractor with
respect to Company, and not an employee of Company. Company will not provide
fringe benefits, including health insurance, paid vacation, or any other
employee benefit.
4. EMPLOYEES.
Consultant’s
employees, if any, who perform services for Company under this Agreement
shall
also be bound by the provisions of this Agreement. Any such employees shall
be
employees of consultant only, and not employed by Cobalis Corp.
5. ASSIGNMENT.
Consultant’s
obligations this Agreement may not be assigned or transferred to any other
person or firm, or corporation without the prior written consent of
Company.
6. ENTIRE
AGREEMENT.
This
Agreement contains the entire agreement of the parties and there are no promises
or conditions in any other agreement whether oral or written. This Agreement
supersedes any prior written or oral agreements between the parties. It is
understood by both parties that the warrants described in 2.2 above are in
addition to previous warrants owned by Xx. Xxxxxxxxx.
7. AMENDMENT.
This
Agreement may be modified or amended if the amendment is made in writing
and
signed by both parties.
8. SEVERABILITY.
If
any
provision of this Agreement shall be held to be invalid or unenforceable
for any
reason, the remaining provisions shall continue to be valid and enforceable.
If
a court finds that any provision of this Agreement is invalid or unenforceable,
but that by limiting such provision it would become valid and enforceable,
then
such provision shall be deemed to be written, construed, and enforced as
so
limited.
9. APPLICABLE
LAW.
This
Agreement shall be governed by the laws of the State of Nevada.
10. TERMINATION.
This
Consulting Agreement can be terminated at any time with 60 days written notice
by either party without statement of cause.
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Agreed
to
on March 1, 2007 by party receiving services and Responsibilities:
Xxxxxx
Xxxxxxx, CEO
Agreed
to
on March 1, 2007 by party providing services and Responsibilities:
Xxxxxx
X.
Xxxxxxxxx, MD
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