CONSULTING AGREEMENT
This
Consulting Agreement (herein referred to as “Agreement”) is made and entered
into on January 2, 2019, effective as of January 1, 2019 (the
“Effective
Date”), by and between Monopar Therapeutics, Inc.
(herein referred to as “Monopar”), a Delaware corporation,
located at 0000 Xxxxxx Xxxx., Xxxxx 000, Xxxxxxxx, XX 00000, and
pRx Consulting, LLC (herein referred to as pRx), a Delaware
corporation located at #
(each herein referred to as
“Party” and collectively as
“Parties”).
RECITALS
WHEREAS, pRx
specializes in the field of clinical development, including but not
limited to: clinical trial design, statistical modeling, clinical
operations, regulatory strategy, investor due diligence, and the
duties of a Chief Medical Officer.
WHEREAS, Monopar
desires to contract with pRx to provide certain consultation
services as requested by Monopar, and pRx wishes to provide such
services to Monopar, upon the terms and conditions set forth
below.
NOW,
THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties agree as follows:
1.
Consulting Arrangement. pRx
agrees to perform consulting services as described herein upon the
terms and conditions herein set forth.
2.
Term of Agreement. Subject to
the provision for early termination set forth below and in
Section 5 of this Agreement,
this Agreement shall commence as of the Effective Date and shall
continue for a period of twelve (12) months from the Effective
Date (the “Term”). Either Party may
terminate this Agreement without cause with 10-days’ prior
written notice.
3.
Duties of pRx.
3.1
Specific Duties. pRx shall
provide consulting services to Monopar, such duties to include the
general duties of a Chief Medical Officer, clinical trial design,
statistical modeling, clinical operations oversight, regulatory
strategy, and investor due diligence, with such other specific
requirements as Monopar may specify from time to time during the
Term (herein referred to as the “Services”).
3.2
pRx’s Obligations. The
president of pRx, Xx. X. Xxxxx, shall spend on the average over the
course of the Term one-and-a-half (1.5) work days per week working
on Monopar matters, be diligent in the performance of Services, and
be professional in its commitment to meeting its obligations
hereunder. pRx represents and warrants that pRx is not party to any
other existing agreement, which any of them would prevent pRx from
entering into this Agreement or which would adversely affect this
Agreement. pRx shall not perform Services for any other individuals
or entities in direct competition with Monopar, except as provided
for by mutual written agreement of the Parties. pRx shall not
perform services for any party which would require or facilitate
the unauthorized disclosure of any confidential or proprietary
information of Monopar.
3.3
Reporting. pRx will report to
and liaise with Xxxxxx X. Xxxxx, Ph.D., Xxxxxxxx Xxxxxxxx, M.D.,
and/or any other assigned Monopar employee or consultant as may be
designated in writing by Monopar.
3.4
Compensation.
Monopar shall pay pRx as follows:
a. Four
thousand dollars ($4,000) per month payable within thirty (30) days
of the end of each month.
b. Upon
Board approval, Xx. X. Xxxxx, president of pRx Consulting, LLC
shall be granted stock options to purchase up to 20,000 shares of
Monopar’s common stock at an exercise price of $6.00. Such
stock option shall vest as follows: options to purchase up to 1,667
shares per month commencing on January 31, 2019 and on the last day
of each subsequent month thereafter. Such vesting shall terminate
upon the termination of this Agreement. The number of shares, the
exercise price thereof and the rights granted under this Agreement
are subject to adjustment and modification as provided in the
Monopar Therapeutics Inc. 2016 Stock Incentive Plan.
pRx
shall not be reimbursed, and is responsible for the facilities and
equipment necessary to perform Services required under this
Agreement.
4.
Reimbursement of Other
Expenses. So long as Monopar’s prior approval has been
obtained, Monopar shall promptly reimburse pRx for all direct
expenses incurred in providing the Services to Monopar pursuant to
this Agreement, including travel, meals and lodging. The invoice
submitted by pRx pursuant to this Section 4 shall also include a detail of
all reimbursable expenses incurred during the period covered by
such invoice.
5.
Termination of Agreement - Failure to
perform. In the event that pRx ceases to perform the
Services or breaches its obligations as required hereunder for any
reason, Monopar shall have the right to immediately terminate this
Agreement upon notice to pRx and to enforce such other rights and
remedies as it may have as a result of said breach.
6.
Certain Liabilities. It is
understood and agreed that pRx shall be acting as an independent
contractor and not as an agent or employee of, or partner, joint
venturer or in any other relationship with Monopar. pRx will be
solely responsible for all insurance, employment taxes, FICA taxes
and all obligations to governments or other organizations for it
and its employees arising out of this consulting assignment. pRx
acknowledges that no income, social security or other taxes shall
be withheld or accrued by Monopar for pRx’s or its
employees’ benefit. pRx assumes all risks and hazards
encountered in the performance of duties by it or its employees
under this Agreement. Unless Monopar has provided prior written
approval, pRx shall not use any sub-contractors to perform
pRx’s obligations hereunder. pRx shall be solely responsible
for any and all injuries, including death, to all persons and any
and all loss or damage to property, which may result from
performance under this Agreement.
7.
Indemnities. pRx hereby agrees
to indemnify Monopar and hold Monopar harmless from and against all
claims (whether asserted by a person, firm, entity or governmental
unit or otherwise), liabilities, losses, damages, expenses, charges
and fees which Monopar may sustain or incur arising out of or
attributable to any breach, gross negligence or willful misconduct
by pRx or its employees or contractors, as applicable, in the
performance under this Agreement. Monopar hereby agrees to
indemnify pRx and hold pRx harmless from and against all
liabilities, losses, damages, expenses, charges and fees which pRx
may sustain or incur by reason of any claim which may be asserted
against pRx by any person, firm, corporation or governmental unit
and which may arise out of or be attributable to any gross
negligence or willful misconduct by Monopar or its employees or
contractors, as applicable, in the performance of this
Agreement.
8.
Warranties. The Services shall
be performed in a professional manner, consistent with industry
standards. In performing the Services, neither pRx nor any of its
employees shall make any unauthorized use of any confidential or
proprietary information of any other party or infringe the
intellectual property rights of any other party.
9.
Arbitration. Any controversy or
claim between Monopar and pRx arising out of or relating to this
Agreement, or the breach thereof, shall be submitted to arbitration
in accordance with the rules of the American Arbitration
Association. The site of the arbitration shall be Chicago, IL, and
except as provided herein the arbitration shall be conducted in
accordance with the Rules of the American Arbitration Association
prevailing at the time the demand for arbitration is made
hereunder. At least one member of the arbitration panel shall be an
expert knowledgeable in the area of biopharmaceutical clinical
development. Judgment upon any award rendered by the arbitrator(s)
may be entered in any court of competent jurisdiction and shall be
binding and final. The cost of arbitration shall be borne by the
losing Party, as determined by the arbitrator(s).
10.
Confidential Information. pRx
has executed a confidential disclosure agreement with Monopar on
November 5, 2016. pRx hereby represents and warrants that the
obligations thereunder shall be binding upon it and its employees,
and that it shall obtain written commitments from such employees
thereto.
11.
Inventions. pRx agrees that all
ideas, developments, suggestions and inventions which an employee
or other parties contracted conceive or reduce to practice arising
out of or during the course of performance under this Agreement
shall be the exclusive property of Monopar and shall be promptly
communicated and assigned to Monopar. pRx shall require any
employees of or other parties contracted by pRx to disclose the
same to pRx and to be bound by the provisions of this paragraph.
During the period of this Agreement and thereafter at any
reasonable time when called upon to do so by Monopar, pRx shall
require any employees of or other parties contracted by pRx to
execute patent applications, assignments to Monopar (or any
designee of Monopar ) and other papers and to perform acts which
Monopar believes necessary to secure to Monopar full protection and
ownership of the rights in and to the services performed by pRx
and/or for the preparation, filing and prosecution of applications
for patents or inventions made by any employees of or other parties
contracted by pRx hereunder. The decision to file patent
applications on inventions made by any employees of or other
parties contracted by pRx shall be made by Monopar and shall be for
such countries as Monopar shall elect. Monopar agrees to bear all
the expense in connection with the preparation, filing and
prosecution of applications for patents and for all matters
provided in this paragraph requiring the time and/or assistance of
pRx as to such inventions.
12.
Miscellaneous.
12.1
Notice. Any notices to be given
hereunder by either Party to the other may be effectuated, in
writing, by personal delivery or by mail, registered or certified,
postage prepaid, with return receipt requested, or by electronic
mail. Mailed notices shall be addressed to the Parties at the
following addresses:
If to
Monopar:
Monopar Therapeutics Inc.
0000
Xxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX
00000
Attention: Xxxxxxxx
Xxxxxxxx, MD MBA MSc
Email:
#
If to
pRx:
pRx Consulting, LLC
#
Attention: Xxxxxxx
Xxxxx, MD, PhD
Email:
#
or at
such other addresses as either Monopar or pRx may designate by
written notice to each other. Notices delivered personally shall be
deemed duly given on the date of actual receipt; mailed notices
shall be deemed duly given as of the fourth day after the date so
mailed. If sent by electronic mail, such notice will be deemed
given upon confirmation of receipt by recipient.
12.2
Waiver of Breach. The waiver by
either Party to a breach of any provision in this Agreement cannot
operate or be construed as a waiver of any subsequent breach by
either Party.
12.3
Severability. If any provision
of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, that provision shall
be deemed modified to the extent necessary to make it valid or
enforceable, or if it cannot be so modified, then severed, and the
remainder of the Agreement shall continue in full force and effect
as if the Agreement had been signed with the invalid portion so
modified or severed.
12.4
Choice of Law. This Agreement
has been made and entered into in the State of Illinois, and the
laws of such state, excluding its choice of law rules, shall govern the validity and
interpretation of this Agreement and the performance due hereunder.
The losing party in any dispute hereunder shall pay the
attorneys’ fees and disbursements of the prevailing
party.
12.5
Integration. The drafting,
execution and delivery of this Agreement by the Parties have been
induced by no representations, statements, warranties or agreements
other than those expressed herein. This Agreement embodies the
entire understanding of the Parties, and there are no further or
other agreements or understandings, written or oral, in effect
between the Parties relating to the subject matter hereof unless
expressly referred to herein.
12.6
Modification. This Agreement
may not be modified unless such is in writing and signed by both
Parties to this Agreement.
12.7
Assignment. pRx shall not be
permitted to assign this Agreement to any other person or entity
without the prior written consent of Monopar. pRx hereby agrees
that Monopar shall be permitted to assign this Agreement to any
affiliate of Monopar. This Agreement shall be binding upon and
shall inure to the benefit of the successors and permitted assigns
of the parties.
12.8
Survival. The provisions of
Sections 7, 8, 9, 10, and
11 shall survive expiration
or termination of this Agreement for any reason. Expiration or
termination of this Agreement shall not affect Monopar’s
obligations to pay any amounts that may then be due to
pRx.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first above written.
ACCEPTED
AND AGREED TO:
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pRx Consulting, LLC
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Monopar Therapeutics Inc.
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/s/ Xxxxxxx Xxxxx
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/s/ Xxxxxxxx Xxxxxxxx
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By: Xxxxxxx Xxxxx, MD, PhD
Its: President
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By: Xxxxxxxx Xxxxxxxx
Its: Chief Executive Officer
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