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EXHIBIT 10.61
CONSULTING SERVICES AGREEMENT
BETWEEN
ILEX ONCOLOGY, INC.
AND
XXXXXX X. XXX XXXX, M.D.
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is made and
entered into as of the 1st day of July, 1997 (the "Effective Date") by and
between ILEX Oncology, Inc., a Delaware corporation ("ILEX"), and Xxxxxx X.
Xxx Xxxx, M.D., an individual residing in San Antonio, Texas ("Xx. Xxx Xxxx").
IN CONSIDERATION of the mutual agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed as follows:
1.0 Prior Agreement Superseded. ILEX and Xx. Xxx Xxxx have entered into
that one certain Consulting Services Agreement (the "Consulting Services
Agreement") dated January 1, 1995. The parties agree that this Agreement
supersedes the Consulting Services Agreement in its entirety.
2.0 Engagement. ILEX hereby engages Xx. Xxx Xxxx to serve as a
consultant to ILEX, and Xx. Xxx Xxxx hereby accepts such engagement, upon and
subject to the terms and conditions set forth herein. Xx. Xxx Xxxx currently
serves as Director of the Institute for Drug Development ("IDD"), a division of
the CTRC Research Foundation ("CTRC"), as Director of CTRC and as Director of
Research for Physician Reliance Network, Inc. ("PRN"). To the extent that those
engagements require approvals for this Agreement, Xx. Xxx Xxxx shall be
primarily responsible for securing the same, with the assistance of ILEX. This
Agreement is expressly conditional upon obtaining such approvals, and shall
terminate if such approvals cannot be obtained within a reasonable period of
time after the Effective Date.
3.0 Affiliations. From and following the Effective Date of this
Agreement, Xx. Xxx Xxxx shall not act as a consultant for any person or entity
other than ILEX except through ILEX Advisory Services. Notwithstanding the
foregoing, Xx. Xxx Xxxx may serve (a) as Director of the IDD and CTRC as set
forth in Section 2.0 and (b) on scientific advisory boards for other persons or
entities in addition to those set forth in Section 2.0, provided that (i) such
affiliation(s) would not conflict with his duties and responsibilities hereunder
and (ii) Xx. Xxx Xxxx has obtained the prior written consent of the Chief
Executive Officer of ILEX. Xx. Xxx Xxxx warrants and represents to ILEX that
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Xx. Xxx Xxxx has no affiliations in any capacity with any persons or entities
other than ILEX, except those listed on Schedule 3.0 attached hereto.
4.0 Duties. Xx. Xxx Xxxx agrees to provide the services set forth on
Exhibit A which is incorporated herein for all purposes. The parties understand
and acknowledge that potential conflicts or duality of interest, or the
appearance of such conflict or duality of interest, may arise during Xx. Xxx
Xxxx'x performance of those duties and services as a result of Xx. Xxx Xxxx'x
other affiliations. Both parties recognize the importance of avoiding both
actual conflicts and the appearance of conflicts of interest. The parties will
therefore mutually develop procedures for identifying and evaluating actual,
potential and apparent conflicts of duality of interests. In discharging his
duties and responsibilities hereunder, Xx. Xxx Xxxx will advise ILEX when and if
an actual or potential conflict arises. The parties will then mutually work at
attempting to resolve the conflict.
5.0 Compensation. Compensation for Xx. Xxx Xxxx'x services shall be in
accordance with Exhibit B, which is attached hereto and incorporated herein for
all purposes.
6.0 Independent Contractor. The parties understand and acknowledge that
Xx. Xxx Xxxx is an independent contractor and is not an employee of ILEX for the
purposes of this Agreement, the Social Security Act, the income withholding
provision of the Internal Revenue Code of 1986, as amended, or other federal or
state laws relating to compensation, insurance, unemployment, or xxxxxxx'x
compensation. Xx. Xxx Xxxx acknowledges and agrees that it shall be his
obligation to report as self-employment income all compensation received or
accrued as a result of this Agreement. Xx. Xxx Xxxx acknowledges that he will
not be entitled to any insurance, pension, profit sharing, retirement or other
employee benefits which ILEX may provide to its employees during the term of
this Agreement. This Agreement shall not be construed as creating a partnership,
joint venture, agency or employment relationship, or as granting a franchise
under either federal or state law.
7.0 Inventions. Xx. Xxx Xxxx warrants and represents to ILEX that Xx.
Xxx Xxxx has no affiliation with any other persons or entities which require, to
any degree or under any conditions, that Xx. Xxx Xxxx assign his rights to any
discoveries, inventions or developments to such persons or entities except as
set forth on Schedule 7.0 attached hereto. In the performance of his duties and
responsibilities hereunder, Xx. Xxx Xxxx may conceive, make or develop products,
processes or other intellectual property. It is the intent of the parties that
intellectual property conceived, made or developed by Xx. Xxx Xxxx during the
performance of his duties and responsibilities hereunder or that is conceived,
made or developed using ILEX's funds, facilities, materials or information,
shall be owned by ILEX. Xx. Xxx Xxxx will ensure that his obligations under
affiliations with any other persons or entities, including, without limitation,
those persons or entities listed in Schedule 7.0, do not extend to intellectual
property rightfully owned by ILEX. Xx. Xxx Xxxx will assist ILEX in obtaining
legal protection for such intellectual property as part of his duties and
responsibilities hereunder, and will execute such documents as reasonably
necessary to secure such protection and confirm ownership in ILEX.
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8.0 Confidential Information. Xx. Xxx Xxxx agrees to maintain in
confidence all information and materials provided by, or obtained from or
through, ILEX including, without limitation, all information regarding drugs;
pharmaceuticals; gene manipulations and/or therapy; products, compounds and
compositions resulting from chemical, rDNA, genetic engineering or other
methods; potential new uses of existing drugs, compounds or compositions;
medical devices; and all financial information, computer software and
documentation; and other information relating to the business of ILEX
(collectively, the "Confidential Information"). Xx. Xxx Xxxx shall not publish,
use or disclose Confidential Information learned, developed or acquired as a
result of services offered under this Agreement without ILEX's prior written
consent. Confidential Information shall not include (i) information which was
rightfully in Xx. Xxx Xxxx'x possession without an obligation of confidentiality
prior to disclosure by or through ILEX; (ii) information which lawfully becomes
part of the public knowledge, literature or generally available to the public
through no act of Xx. Xxx Xxxx; or (iii) information obtained from any third
party, provided that any such third party did not obtain such information from
ILEX or obtain such information in confidence. Xx. Xxx Xxxx shall protect the
Confidential information and shall take all reasonable steps to prevent the
unauthorized disclosure, dissemination, or publication of the Confidential
Information.
All data, records, analyses, reports and material prepared or complied
by Xx. Xxx Xxxx or furnished to Xx. Xxx Xxxx, in connection with this Agreement
during the term hereof shall be the sole and exclusive property of ILEX, and all
of such data, records, analyses, reports and materials, and all copies thereof,
shall be delivered to ILEX at its request or on the termination of this
Agreement.
The parties acknowledge that the terms of Xx. Xxx Xxxx'x other
affiliations also contain or require certain obligations of confidentiality. In
discharging his duties relative to Confidential Information, Xx. Xxx Xxxx shall
advise ILEX when and if an actual or potential conflict with such other
obligations arise. The parties will then mutually work at attempting to resolve
the conflict. If such conflict cannot be resolved, Xx. Xxx Xxxx is expressly
excused from performing any services hereunder that would result in a breach or
potential breach of his confidentiality obligations owed to another entity.
9.0 Term and Termination.
9.1 Term. Subject to the rights of termination set forth in this
Section 9.0, this Agreement shall remain in full force and effect from July 1,
1997 until June 30, 2002, unless sooner terminated by Xx. Xxx Xxxx'x death or
continuing inability to discharge the duties hereunder for three (3) consecutive
months. Ninety (90) days prior to the end of the term of this Agreement, the
parties shall enter into negotiations regarding the renewal of this Agreement or
the execution of a new agreement, which renewal or new agreement shall contain
such terms and conditions as may be agreed by the parties.
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9.2 Voluntary Termination. During the term of this Agreement, either
party may terminate this Agreement without cause, by giving 120 days written
notice of termination to the other party.
9.3 Termination With Cause. In the event of breach of this Agreement by
either party, the non-breaching party may, at its option, cancel this Agreement
for such breach by giving written notice of cancellation to the breaching party,
which cancellation shall be effective thirty (30) days following the delivery of
such notice or such later time as may be specified in such notice, unless the
breaching party shall have cured such breach prior to the expiration of the
notice.
9.4 Limited Survival Upon Termination. Sections 7.0 and 8.0 shall
survive termination of this Agreement and shall remain in full force and effect.
10.0 Miscellaneous.
10.1 Notices. All notices, requests, demands, and other communications
hereunder shall be in writing and, unless otherwise provided herein, shall be
deemed to have been duly given upon hand delivery or upon deposit in the United
States Mail, postage prepaid, certified or registered mail, return receipt
requested, as follows:
If to ILEX:
ILEX Oncology, Inc.
00000 XX 00 Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Love
If to Xx. Xxx Xxxx:
Xxxxxx X. Xxx Xxxx, M.D.
000 Xxxxxx Xxx Xxx
Xxx Xxxxxxx, Xxxxx 00000
or at such other address as shall have been furnished to the other in writing in
accordance herewith, except that such notice of such change shall be effective
only upon receipt.
10.2 Amendments and Waiver. This Agreement may be amended or modified
by, and only by, a written instrument executed by all the parties hereto. The
terms of this Agreement may be waived by, and only by, a written instrument
executed by the party against whom such waiver is sought to be enforced.
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10.3 Section and Other Headings. The section and other headings
contained in this Agreement are for convenience of reference only and shall not
in any way affect the meaning or interpretation of this Agreement.
10.4 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.
10.5 Assignments and Parties in Interest. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors and assigns. This Agreement calls for Xx. Xxx Xxxx'x personal
services and may not be assigned by Xx. Xxx Xxxx without the prior written
consent of ILEX.
10.6 No Implied Rights or Remedies. Except as otherwise expressly
provided herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or to give any person, firm, or corporation, other than
the parties hereto and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement.
10.7 Agreement of Further Cooperation. Each of the parties agrees to
execute and deliver such further documents and to cooperate in such manner as
may be necessary to implement and give effect to the agreements contained
herein.
10.8 Entire Agreement. This Agreement, together with all exhibits
hereto, embodies the entire agreement and understanding between the parties
hereto relating to the subject matter hereof and supersedes any prior agreements
and understandings relating to the subject matter hereof.
10.9 Severability. If any part or provision of this Agreement is or
shall be deemed violative of any applicable laws, rules or regulations, such
legal invalidity shall not void this Agreement or affect the remaining terms and
provisions of this Agreement, and this Agreement shall be construed and
interpreted to comport with all such laws, rules or regulations to the maximum
extent possible.
10.10 Applicable Law. This Agreement has been accepted and made
performable in Bexar County, Texas. This Agreement and the rights and
obligations of the parties hereto shall be construed under and governed by the
laws of the State of Texas, without giving effect to principles of conflict of
laws. The exclusive venue for resolution of any dispute between the parties
related to the subject matter of this Agreement shall be in Bexar County, Texas.
EXECUTED as of the day and year first above written.
ILEX ONCOLOGY, INC.
By:
-------------------------
Name:
-----------------------
Title:
----------------------
CONSULTANT:
----------------------------
Xxxxxx X. Xxx Xxxx, M.D.
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EXHIBIT A
DUTIES AND SERVICES
1.0 Consultation Services. Xx. Xxx Xxxx shall perform the following
services for ILEX. In performing these services, Xx. Xxx Xxxx shall at all times
exercise his independent judgment, discretion and control to accomplish the
stated objective.
1.1 Clinical Trials Advisory Board. Xx. Xxx Xxxx shall organize
for the benefit of ILEX a Clinical Trials Advisory Board (the "CTAB") which
shall be composed of such persons as may be appointed by ILEX in consultation
with Xx. Xxx Xxxx. The CTAB shall be organized and operate pursuant to a policy
developed by Xx. Xxx Xxxx and approved by ILEX. The CTAB shall hold at least
four (4) meetings per year, at such time and place as designated by the CTAB.
1.2 Clinical Trials Advisory Board Chairman. Xx. Xxx Xxxx shall be
a member of the CTAB and serve as chairman of the CTAB. Xx. Xxx Xxxx shall
attend all meetings of the CTAB and in accordance with the terms of this
Agreement report to ILEX the action and recommendations of the CTAB.
1.3 Scientific Advisory Board Co-Chairman. Xx. Xxx Xxxx shall
be a member of the Scientific Advisory Board (the "SAB"), a committee organized
for the benefit of ILEX, and serve as co-chairman of the committee. The SAB is
composed of such persons appointed by ILEX in consultation with Xx. Xxx Xxxx.
The SAB operates and shall continue to operate pursuant to a policy developed by
Xx. Xxx Xxxx and approved by ILEX. Xx. Xxx Xxxx shall attend all meetings of the
SAB and in accordance with the terms of this Agreement report to ILEX the action
and recommendations of the SAB.
1.4 Joint Management Board. Xx. Xxx Xxxx shall serve as a member
of the joint management board (the "JMB") created pursuant to the Research
Agreement dated January 31, 1997 among PRN, IDD and ILEX. Xx. Xxx Xxxx shall
attend all meetings of the JMB and in accordance with the terms of this
Agreement report to ILEX the action and recommendations of the JMB.
1.4 Drug Acquisition. Xx. Xxx Xxxx shall, consistent with the
terms of this Agreement and in collaboration with the SAB, advise the management
of ILEX of viable opportunities for ILEX to acquire for the purpose of
commercialization chemotherapy compounds and drugs as well as other therapeutic
or supportive care compounds.
1.5 Network of Clinical Trials Sites. Xx. Xxx Xxxx shall,
consistent with the terms of this Agreement, advise and assist the management of
ILEX in creating a network of clinical trials sites (including, without
limitation, PRN) that can rapidly accrue patients to clinical trials.
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1.6 Scientific Review. In conjunction with the SAB, Xx. Xxx
Xxxx shall review scientific and clinical data on compounds acquired by ILEX. As
co-chairman of the SAB, Xx. Xxx Xxxx shall report to the management of ILEX the
results of the SAB findings and recommendations relative to such compounds.
1.7 Clinical Development. Xx. Xxx Xxxx shall, consistent with the
terms of this Agreement, advise and assist the management of ILEX in
establishing the strategic direction of ILEX's clinical development plans.
1.8 Strategic Plans. Xx. Xxx Xxxx shall, consistent with the terms
of this Agreement, advise and assist the senior management of ILEX in
formulating plans for the strategic direction of ILEX.
1.9 Advisory Services. Xx. Xxx Xxxx shall, consistent with the
terms of this Agreement, advise and assist the management of ILEX in formulating
plans for the development of and in developing ILEX's Advisory Services
business.
1.10 Presentations. Xx. Xxx Xxxx shall, consistent with the
terms of this Agreement, make presentations for and on behalf of ILEX to
companies regarding ILEX's contract research capabilities and advise and assist
the management of ILEX in meeting ILEX's contract research business goals.
Additionally, Xx. Xxx Xxxx shall consistent with the terms of this Agreement,
make presentations for and on behalf of ILEX to financial investors and/or
potential financial investors regarding ILEX's portfolio of compounds provided
that such presentations shall include an appropriate disclosure of Xx. Xxx
Xxxx'x financial relationship with ILEX.
1.11 Positions. Xx. Xxx Xxxx shall, upon request by ILEX,
serve as the Chief Medical Officer of ILEX and, subject to approval of the
shareholders of ILEX, as a Director of ILEX.
1.12 Additional Services. In addition to the other services
specified in this Section 1.0, Xx. Xxx Xxxx shall, consistent with the terms of
this Agreement, perform such other services to ILEX as necessary to build
stockholder value in ILEX.
2.0 Requisites. In providing services under this Agreement, Xx. Xxx
Xxxx shall at all times perform his duties and responsibilities in conformance
with the following requisite standards of conduct:
2.1 Xx. Xxx Xxxx will not actively participate in final decisions
regarding the acquisition of technologies or compounds owned or discovered by or
licensed to the IDD, when such actions would constitute a conflict of interest,
give the appearance of a conflict of interest or a breach of any policy of IDD
or ILEX.
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2.2 Xx. Xxx Xxxx shall not actively participate in decisions
regarding the acquisition of technologies or compounds for which Xx. Xxx Xxxx
was the Principal Investigator, supervised the Principle Investigator or
provided leadership for the clinical or preclinical studies for such compounds
or technologies, when such actions would constitute a conflict of interest, give
the appearance of a conflict of interest or a breach of any policy of ILEX or
the sponsor of the study.
2.3 Xx. Xxx Xxxx shall not function as the Principal
Investigator for or supervise the Principal Investigator or clinical or
preclinical studies conducted by ILEX.
2.4 If Xx. Xxx Xxxx publishes an article, paper or other work
regarding technologies or compounds owned or discovered by ILEX or licensed to
ILEX, Xx. Xxx Xxxx shall make an appropriate disclosure of the fact that he has
a financial interest in ILEX.
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EXHIBIT B
COMPENSATION
1. ILEX shall pay to Xx. Xxx Xxxx for Xx. Xxx Xxxx'x services a fee equal
to Two Hundred Forty-Three Thousand and No/100 Dollars ($243,000.00) per year,
which shall be paid in monthly installments of $20,250.00 each commencing on
July 15, 1997. In addition, ILEX shall pay to Xx. Xxx Xxxx each month during
each calendar year an incentive fee equal to the product of (a) a fraction, the
numerator of which is $100,000 and the denominator of which is the annual
revenue target established by the Board of Directors of ILEX (the "Board") for
such calendar year times (b) the actual revenue received by ILEX during the
preceding month; provided, however, the sum of all such incentive fees paid to
Xx. Xxx Xxxx shall not exceed $125,000.00 in any calendar year. The parties
agree that the 1997 annual revenue target is $15,632,000. The Board shall
establish the annual revenue target for each calendar year on or before March
31st of such calendar year; provided, however, in the event that the Board fails
to establish the annual revenue target for any calendar year on or before March
31st of such year, the annual revenue target for such calendar year shall be
deemed to be equal to the annual revenue target for the previous calendar year.
In addition to the fees and incentive fees set forth hereinabove, (i) ILEX shall
reimburse Xx. Xxx Xxxx for all expenses reasonably incurred by Xx. Xxx Xxxx in
connection with the performance of Xx. Xxx Xxxx'x responsibilities set forth
herein in accordance with the prevailing practice and policy of ILEX and (ii)
ILEX shall provide a furnished office for Xx. Xxx Xxxx'x use in connection with
his performance of his responsibilities set for herein. Notwithstanding any
other provision hereinabove to the contrary, (x) the parties agree to review all
fees payable to Xx. Xxx Xxxx hereunder on the first anniversary date of this
Agreement and on each anniversary date thereafter to determine whether such fees
should be adjusted so as to insure that such fees are consistent with prevailing
industry practices for compensating individuals with skills and experiences
comparable to those of Xx. Xxx Xxxx and (y) in the event Xx. Xxx Xxxx'x
consulting agreements with PRN and/or CTRC are modified so that Xx. Xxx Xxxx'x
consulting services to PRN and/or CTRC, as the case may be, are reduced and
consequently Xx. Xxx Xxxx'x compensation from PRN and/or CTRC, as the case may
be, is reduced, then Xx. Xxx Xxxx agrees to spend an additional amount of time
performing consulting services for ILEX equal to the reduction in consulting
services to PRN and/or CTRC, as the case may be, and ILEX agrees that Xx. Xxx
Xxxx'x compensation hereunder shall be increased accordingly in an amount equal
to the reduction in compensation received by Xx. Xxx Xxxx from PRN and/or CTRC,
as the case may be.
2. Notwithstanding any other provision herein to the contrary, the parties
agree that Xx. Xxx Xxxx acquired the following rights granted under the
Consulting Services Agreement and that Xx. Xxx Xxxx shall retain such rights:
a. Right to Purchase Common Stock. Pursuant to the terms of the
Consulting Services Agreement, Xx. Xxx Xxxx was entitled to
purchase, for a period of thirty (30) days
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from the date of Consulting Services Agreement, and did
purchase 640,000 shares (the "Shares") of common stock, par
value $.01 per share, of ILEX at a price of $.10 per share
(the "Purchase Price"), which shares were converted into an
aggregate of 365,379 shares pursuant to the reverse stock
split effected by ILEX in February 1997.
b. Financing. Pursuant to the terms of the Consulting Services
Agreement, ILEX agreed to loan and did loan Xx. Xxx Xxxx
sixty-four thousand dollars ($64,000.00) for the purchase of
the Shares. Such loan was evidenced by a promissory note
dated April 12, 1995 (the "Note") and related agreements as
required by ILEX. The Note bears interest at a rate of eight
percent (8%) simple interest per annum (i.e. not compounded)
(the "Agreed Rate") and is payable in quarterly installments
based upon a ten (10) year amortization schedule and will
mature on January 1, 1999. The Note is secured by a pledge
of that number of Shares determined by dividing the
outstanding principal balance of the Note by the per share
purchase price of the Shares. The pledge agreement contains
a mechanism for partial releases of pledged shares to reflect
reductions in the unpaid balance of the Note.
c. Restrictions on Shares. Xx. Xxx Xxxx'x ownership of the
Shares is subject to the following restrictions, in addition
to restrictions on transfer that might be imposed by
applicable state or federal securities laws.
(1) For a period of four (4) years from April 12, 1995,
the date Xx. Xxx Xxxx purchased the Shares (the
"Purchase Date"), Xx. Xxx Xxxx shall not sell,
transfer, pledge or otherwise dispose of or encumber
the Shares, or any of them, other than as provided in
this Agreement.
(2) In the event this Agreement is terminated pursuant to
Section 10.11 of the Agreement, during the term
hereof for cause by ILEX or without cause by Xx. Xxx
Xxxx, ILEX shall have the right, but not the
obligation, to purchase the Shares from Xx. Xxx Xxxx;
provided, however, that the number of Shares to which
such right to purchase applies shall be reduced by
25% for each full calendar year which has expired
since January 1, 1995 as of the effective date of
such termination (the "Termination Date"). The price
per share to be paid by ILEX for any Shares purchased
by it pursuant to this paragraph shall be equal to
the Purchase Price plus interest at the Agreed Rate
from the Purchase Date through the Termination Date.
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3. Stock Option.
a. As additional compensation for services rendered under the
Consulting Services Agreement, ILEX granted to Xx. Xxx Xxxx
an option to acquire up to 50,000 shares of common stock
("Common Stock") of ILEX, which shares were converted into
an aggregate of 28,546 shares of Common Stock pursuant to
the reverse stock split effected by ILEX in February 1997.
The exercise price of the option was $2.00 per share prior
to the reverse stock split ($3.50 per share after the
reverse stock split). The option vests over four (4) years
as follows: 25% on January 1, 1996, 25% on January 1, 1997,
25% on January 1, 1998 and 25% on January 1, 1999. All
options must be exercised upon the later of (i) January 1,
2000, (ii) one year subsequent to the termination of this
Agreement for any reason, by ILEX, or (iii) one year
subsequent to the termination of the "lock-up period" that
is negotiated by ILEX and its underwriters in connection
with an initial public offering of ILEX's Common Stock (the
"Option Term"); provided, however, in no event will the
Option Term extend beyond January 1, 2005. The option is
evidenced by a separate instrument dated September 29, 1995.
b. The stock option issued to Xx. Xxx Xxxx pursuant to Section 3
of Exhibit B of the Consulting Services Agreement was
consistent with ILEX's stock option plan (the "Plan") to be
adopted for key employees of ILEX. Accordingly, Xx. Xxx Xxxx
has the following rights relating to termination of this
Agreement pursuant to the provisions of Article 9:
(1) In the event of termination by ILEX without cause
under Section 9.2, (i) outstanding stock options held
by Xx. Xxx Xxxx which are then vested shall remain
exercisable for the Option Term, (ii) if, within ten
(10) days of such termination, Xx. Xxx Xxxx notifies
ILEX that he is making an election under this
Section, outstanding stock options held by Xx. Xxx
Xxxx which would vest within one year from the date
of termination shall automatically become vested and
remain exercisable for the Option Term, and (iii)
after giving effect to any accelerated vesting under
clause (ii) above, any then unvested portion of Xx.
Xxx Xxxx'x outstanding stock options shall lapse.
(2) In event of termination by ILEX for "cause" under
Section 9.3, upon death or disability of Xx. Xxx Xxxx
or by Xx. Xxx Xxxx pursuant to a voluntary
resignation under Section 9.2, (i) any portion of Xx.
Xxx Xxxx'x outstanding stock options which are vested
as of the date of termination shall remain
exercisable for the Option Term, and (ii) any then
unvested portion of Xx. Xxx Xxxx'x outstanding stock
options shall lapse.
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