Exhibit 10(x)
CONSULTING AGREEMENT
CONSULTING AGREEMENT ("Agreement"), dated as of January 15, 1998, between
SIGA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Prism
Ventures LLC (the "Consultant").
WHEREAS, the Company desires to retain Consultant, and Consultant desires
to be retained pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, it is agreed as follows:
1. Duties. The Company hereby retains the Consultant to provide business
development, operations and other advisory services, including services related
to in-licensing, out-licensing, merger and acquisition activity, financings,
strategic alliances and other corporate transactions, and the Consultant hereby
accepts such retention and shall perform for the Company the duties described
herein as may be reasonably determined by the Board of Directors of the Company,
faithfully and to the best of its ability.
2. Term. The Consultant's retention hereunder shall be for a term of three
years (the "Initial Term") commencing January 15, 1998, and shall be
automatically renewed for additional one-year periods (each period a "Renewal
Term") unless either party notifies the other in writing of its intention not to
so renew this Agreement no less than 90 days prior to the expiration of the
Initial Term or any Renewal Term.
3. Compensation and Expenses.
(a) In consideration for Consultant's performing the Consulting Services
for the Company, the Company shall pay to Consultant a consulting fee of
$150,000 per year, payable quarterly in advance, subject to deduction for any
then outstanding amounts owed by Consultant to the Company, and 16,667 stock
option per year, payable quarterly in advance, and exercisable at the fair
market value on the date of the grant.
(b) In addition to the consulting fee, Consultant may also be paid bonuses,
success fees and other compensation, including stock options, as may be
determined by the Board of Directors of the Company for work performed by
Consultant in connection with merger and acquisition activity, financings,
strategic alliances and other corporate transactions.
(c) The Company will reimburse Consultant for actual out-of-pocket expenses
incurred in connection with the performance of the Consulting Services, provided
that Consultant
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submits receipts or other expense records to the Company in accordance with the
Company's general reimbursement policy then in effect.
4. Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the Company and its affiliates, successors and assigns and is binding
upon and inures to the benefit of Consultant and its successors and assigns;
provided that in no event shall Consultant's obligations to perform the
Consulting Services be delegated or transferred by Consultant without the prior
written consent of the Company.
5. Termination.
(a) This Agreement may only be terminated by the Company for Cause.
(b) The Company shall have "Cause" to terminate this Agreement upon any
material breach by Consultant of any provision of this Agreement.
(c) In the event of a termination of this Agreement for Cause, Consultant
shall receive consulting fees only to the Date of Termination. If the Company
shall terminate Consultant other than for Cause, the Company shall be obligated
to pay Consultant the full amount of compensation due Consultant hereunder
through the completion of the term.
6. Confidentiality.
Consultant hereby recognizes that the value of all trade secrets and other
proprietary data and all other information of the Company not in the public
domain ("Confidential Information") disclosed by the Company in the course of
performing Consulting Services with the Company is attributable substantially to
the fact that such Confidential Information is maintained by the Company in the
strict confidentiality and secrecy and would be unavailable to others without
the expenditure of substantial time, effort or money. Consultant, therefore,
covenants and agrees to keep strictly secret and confidential the Confidential
Information of the Company in accordance with the following provisions of this
Section 6. Consultant covenants and agrees to safeguard the Confidential
Information of the Company disclosed to or otherwise acquired by Consultant in
the course of performing Consulting Services and to prevent the disclosure or
other dissemination thereof to any third party, or the use thereof by any
competitor. In implementation of the foregoing, Consultant shall not disclose
any of the Confidential Information of the Company to any employee or consultant
except those for whom disclosure is necessary for the effective performance of
their responsibilities as employees or consultants and, in each case, only to
the extent required for such effective performance of responsibilities by
employees or consultants to whom such disclosure is made pursuant to this
Section 6. The obligations undertaken by Consultant pursuant to this Section 6
shall not apply to any Confidential Information which hereafter shall become
published or otherwise generally available to the public, except in consequence
of a willful or negligent act or admission by Consultant, or its employees or
consultants, in contravention of the obligations hereinabove set forth in this
Section 6, and such obligations shall, as so limited, survive expiration or
termination of this Agreement.
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7. Representations and Warranties. Consultant represents and warrants that
it is not under any obligation, contractual or otherwise to any person or entity
which would prevent it from entering into this Agreement or prevent, impede or
hinder it from fully faithfully performing any of its duties and services
hereunder.
8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
9. Severability. If in any jurisdiction, any provision of this Agreement or
its application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of such restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason in any jurisdiction
be held to be excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed, by limiting and reduction it, so as
to be enforceable to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Company and Consultant as of the date first written above.
SIGA PHARMACEUTICALS, INC.
By: /s/ Xxxxx xx Xxxxx
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Authorized Officer
PRISM VENTURES LLC
By: /s/ Xxxxxx Xxxxxx
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Authorized Officer
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