IXION
Consulting Agreement
This Consulting Agreement (the "Agreement"), dated as of July 1, 1996, is
between Ixion Biotechnology, Inc., a Delaware corporation with offices at
00000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, 00000 ("Ixion," the "Company," or
"we") and Xxxxx X. Xxxx of 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx 00000
("Consultant" or "you").
WHEREAS, Consultant has been employed by the Company pursuant to an
Employment Agreement dated as of August 31, 1994 as President and Chief
Executive Officer (the "Employment Agreement"); and
WHEREAS, Consultant does not wish to devote his full time to the business
of the Company and wishes to be able to work for other entities, provided they
are not competitors, until further notice; and
WHEREAS, Consultant and the Company wish to suspend the terms of the
Employment Agreement until further notice and replace it with this Consulting
Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Consultant will perform such consulting services as Ixion may request
during the term of this Agreement in connection with financial affairs and
capital raising. Consultant may continue to use the titles of President and
Chief Financial Officer
2. In full compensation for your services and agreements hereunder,
Ixion will pay you a retainer of $5,000 per month. Payment will be made
monthly. In addition, Ixion will reimburse you for all reasonable traveling
and living expenses incurred while you are away from your normal regular place
of business or our premises at our request and are engaged in the performance
of services for us under this Agreement. You will submit invoices promptly
showing any disbursements for reasonable and necessary expenses incurred on
this engagement. Expenses which would be reasonably expected to exceed
$1,000.00 shall be reported to Ixion by Consultant in advance of any expense
commitment.
3. The manner, place, and time in which you render services to us will
be within your sole control and discretion.
4. You will observe our rules, policies, and regulations with respect to
scientific and other conduct and the health, safety, and protection of persons
and property, while on our premises or performing services under this
Agreement. You will comply with all governmental laws, ordinances, rules and
regulations applicable to your services hereunder, or to the performance
thereof.
5. All patentable and unpatentable inventions, discoveries, intellectual
property and ideas, which are made, conceived, or written by you during the
term of this Agreement and arising out of work and services performed under
this Agreement, shall be our sole and exclusive property throughout the world.
Promptly upon conception of such invention, discovery, or idea, you will
disclose it to us, and we shall have full power and authority to file and
prosecute patent applications throughout the world thereon and to procure and
maintain patents thereon. You shall, at our request and expense, execute
documents and perform such acts as our counsel may deem advisable, to confirm
in us all right, title, and interest throughout the world, in and to, such
invention, discovery, or idea, and all patent applications, patents, and
copyrights thereon, and to enable and assist us in procuring, maintaining,
enforcing and defending patents, xxxxx patents, copyrights, and other
applicable statutory protection throughout the world on any such invention,
discovery, or idea which may be patentable or copyrightable.
6. All information and know-how which you in any way obtain from us and
all inventions, discoveries, and ideas which shall become our property
pursuant to paragraph 5 hereof, shall be held secret and confidential by you
and shall not be used or revealed by you unless, until, and to the extent we
shall consent thereto in writing, or such information, know-how, inventions,
discoveries, and ideas are generally available to the public through no action
or inaction of yours.
7. You will not disclose to us any knowledge, information, inventions,
discoveries, or ideas which you possess under an obligation of secrecy to a
third party.
8. You do not have any express or implied obligation to a third party
which in any way conflicts with any of your obligations under this Agreement.
9. It is understood that we will have the royalty-free and unrestricted
right to use and disclose to third parties, any unpatented information, know-
how, inventions, discoveries, and ideas disclosed to us by you in the course
of your services under this Agreement.
10. All written information, drawings, documents, and materials prepared
by you in the course of your service hereunder shall be our sole and exclusive
property, and will be delivered to us by you promptly after expiration or
termination of this Agreement, together with all written information,
drawings, documents, and materials, if any, furnished by us to you in
connection with your services hereunder and not consumed by you in the
performance of such services.
11. You assume all risk and liability for loss of, or damage to, your
property, and for personal injury, sickness and/or disease, including death
resulting therefrom, sustained by you, if or where such loss or damage is
incurred or such injury, sickness, or disease is sustained, in connection with
your presence on our property and/or any services hereunder, unless caused by
our negligence or the negligence of our employees or agents.
12. During the period of this Agreement, and for the two years
thereafter, you will not, directly or indirectly, engage in any business which
is substantially competitive with any business then actively being conducted
by us, or known to you to be contemplated by us in the near future, nor will
you consult with or advise any such directly competitive business or
otherwise, directly or indirectly, engage in any activity which is
substantially competitive with or in any way adversely affects any material
activity of ours.
13. The term of this Agreement shall commence on July 1, 1996, and shall
terminate immediately upon written notice by either party, unless sooner
terminated by your death, or in accordance with the terms of this Agreement.
Death or disability shall be deemed notice of termination effective
immediately prior to such event. Upon termination, the provisions of the
Employment Agreement shall immediately be reinstated, except as otherwise
provided herein.
14. The provisions of paragraphs 5, 6, 9, 10, and 11 shall survive and
continue after expiration or termination of this Agreement.
15. During the pendency of this Consulting Agreement, the provisions of
the Employment Agreement shall be suspended except as follows:
a) The term of the Employment Agreement set forth in Section 1 (A)
thereof;
b) The requirement of giving notice not later than September 30 of
the preceding year of intent to not extend the Expiration Date of
the Employment Agreement as required by Section 1 (A) thereof;
c) The restrictive covenants set forth in Section 4 thereof;
d) The indemnification provisions of Section 11 thereof; and
e) The registration rights provisions of Section 13 thereof.
16. Any assignment by you of this Agreement or of any of the rights or
obligations hereunder, without our written consent, shall be void. No
modifications of this Agreement or waiver of any of the terms or conditions
contained hereunder shall be binding unless in writing and signed by both
parties. This Agreement shall be governed by the laws of the State of
Florida.
IN WITNESS THEREOF, the parties have signed this Agreement as of the date
first above mentioned.
Ixion Biotechnology, Inc. Consultant
By
Xxxxxx X. Xxxxxx Xxxxx X. Xxxx
Chairman and Chief Executive Officer Consultant
