February 12, 2002
Xx. Xxxxxxx X. Xxxxxxxxx
Professor of Medicine
University of Colorado, School of Medicine
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
RE: AGREEMENT FOR SERVICE ON SENESCO TECHNOLOGIES, INC. SCIENTIFIC ADVISORY
BOARD
Dear Xx. Xxxxxxxxx:
This will confirm the terms of the agreement between you and Senesco
Technologies, Inc. ("SENESCO") concerning your service on the SENESCO Scientific
Advisory Board.
You have agreed to serve on the SENESCO Scientific Advisory Board for a
three year term to begin on March 1, 2002 and end on February 28, 2005. This
agreement may be terminated by either party with ninety (90) days written
notice. In this capacity, you agree to provide consulting services relating to
research and development on genes and their cognate expressed proteins that are
induced during or coincident with the onset of cell death, which may initiate or
facilitate cell death, together with methods for controlling cell death that
involve altering the expression of these genes, along with all other SENESCO
technological developments ("Subject Matter of this Agreement"). As a member of
the SENESCO Scientific Advisory Board, you agree to alert the company to
technology and research in the industry which is relevant to the Subject Matter
of this Agreement, and to act as a member of a forum for the exchange of new
ideas. You agree to participate in conference calls, participate in brief
conference at your offices, and review materials forwarded to you by SENESCO
(the volume of time and materials shall be reasonable in light of your
position). As compensation for your service, SENESCO agrees to pay you $10,000
per annum, payable in equal quarterly installments. In addition, SENESCO will
reimburse you for reasonable out of pocket expenses incurred by you in
connection with your services hereunder.
As a condition of your service to SENESCO, you will agree to keep
Confidential Information of SENESCO in confidence:
a. Confidential Information includes all information disclosed by SENESCO
to you whether said disclosure is made in writing, by submission of
samples, orally, or otherwise, relating to the matters which are
within the scope and are
the subject of this Agreement and all other associated information
regarding SENESCO's past, present, or future research, technology,
know-how, ideas, concepts, designs, products, prototypes, processes,
machines, compositions of matter, business plans, technical
information, drawings, specifications and the like, relating in each
case to the Subject Matter of this Agreement and any knowledge or
information developed by you as a result of work in connection with
this Agreement; except information which, at the time of the
disclosure to you or development under this agreement:
(1) is established by written records to be in the public domain
other than as a consequence of an act by you;
(2) was in your possession prior to the disclosure and is
demonstrated through written record that such information
was in your possession prior to disclosure from SENESCO, and
was not the subject of an earlier confidential relationship
with SENESCO; or
(3) was rightfully acquired by you from a third party, who was
lawfully in possession of such information after the
disclosure and was under no obligation to SENESCO to
maintain its confidentiality.
b. All Confidential Information of SENESCO disclosed to you shall remain
the sole property of SENESCO. You agree that the Confidential
Information will be kept in strict confidence until such Confidential
Information becomes readily and conveniently available in the trade.
You agree that you will not directly or indirectly disclose, furnish,
disseminate, make available or use the Confidential Information except
as necessary to perform the consulting services under the provision of
this Agreement. Your confidentiality obligations hereunder will
survive the termination of this agreement.
c. While you serve on the SENESCO Scientific Advisory Board, you will
promptly inform SENESCO if you discover that a third party is making
or threatening to make unauthorized use of Confidential Information.
d. You acknowledge that the agreements contained herein are of a special
nature and that any material breach of this Agreement by you will
result in irreparable harm or injury to SENESCO.
You represent and warrant that you have the full power to enter into and
perform this Agreement, and that you are under no obligation or restriction and
will not assume any obligation or restriction that would in any way be
considered by a reasonable person to interfere with, be inconsistent with, or
present a conflict of interest concerning your services in connection with this
Agreement.
During the period of this Agreement, you represent and warrant that you are
not rendering and will not render any other consulting services relating to the
Subject Matter of this Agreement.
You hereby assign and agree to assign to SENESCO all of your right, title
and interest in any inventions made, conceived of or arising as a result of your
performance of duties under this Agreement. All information and know-how
relating to such inventions is also deemed Confidential Information of SENESCO
and shall be kept in confidence by you pursuant to this Agreement. SENESCO has
control of all right, title and interest to any patent or patent application
drawn to such inventions conceived of or made during the performance of your
work under this Agreement. You shall, at the reasonable request and expense of
SENESCO, at any time during or after the termination of this Agreement, execute
all documents and perform all such acts as SENESCO may deem necessary or
advisable to confirm SENESCO's sole and exclusive ownership right, title and
interest in such inventions in any country. You agree to do all acts and execute
all documents at the expense and request of SENESCO that SENESCO may deem
necessary to secure its rights to such inventions, including but not limited to
assisting in the preparation and prosecution of patent applications.
In view of the highly confidential nature of the services to be rendered by
you under this Agreement, you hereby agree that you will not, during the period
of this Agreement, act as a consultant, or perform any other services, either
directly or indirectly, for any entity in the world which is competitive with
SENESCO relating to the Subject Matter of this Agreement. The parties hereby
agree that the period of time and scope of the restrictions specified herein
are both reasonable and justifiable to prevent harm to the legitimate business
interests of SENESCO, including but not limited to preventing transfer of
Confidential Information to SENESCO's competitors and/or preventing other
unauthorized disclosures or use of SENESCO's technology and inventions.
Yours Truly,
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx
Vice President, Corporate Development
SENESCO TECHNOLOGIES, INC.
Agreed: /s/ Xx. Xxxxxxx X. Xxxxxxxxx
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