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EXHIBIT 10.15D
AMENDMENT NO. 1
TO
CONSULTING AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment") is effective as of September 1,
1998 ("Effective Date"), by and between Guilford Pharmaceuticals Inc., a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxx, M.D., an individual
residing in the State of Maryland (the "Consultant").
WHEREAS, the Company and the Consultant are parties to a
Consulting Agreement dated September 1, 1995 ("Consulting Agreement"), pursuant
to which the Consultant has provided consulting services to the Company; and
WHEREAS, the parties desire to extend such consulting relationship
on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the foregoing, the mutual
promises of the parties hereunder, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Consultant and
the Company hereby agree as follows:
1. The term of the Consulting Agreement is hereby extended for the
period commencing September 1, 1998 through December 31, 1998 (the
"First Extension").
2. In consideration of the performance of the Services by the
Consultant during the First Extension, the Company agrees to pay
the Consultant at a rate of $14,166.67 per month, payable in
arrears.
3. Except as explicitly set forth in paragraph 2 above and in the
Consulting Agreement, Consultant shall receive no other
compensation (whether in cash, stock options or otherwise) for his
Services during the First Extension.
4. The Consultant represents and warrants to the Company that the
Consultant is, as of the Effective Date, under no contractual or
other restriction or obligation, including agreements or
understandings with third parties, which conflicts with the
Consulting Agreement as amended hereby, the performance of his
duties under the Consulting Agreement as amended hereby, or the
other obligations of the Consultant to the Company. Attached
hereto as Exhibit A is a current list of Consultant's board of
directors, scientific advisory board and/or other consulting
arrangements and affiliations.
5. The parties acknowledge that they may enter into a further
amendment of the Consulting Agreement or a new superseding
consulting agreement in the future, the
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effect of which may be to make retroactive modifications to the
terms (including those regarding compensation) of the Consulting
Agreement and/or this Amendment. The foregoing notwithstanding,
the parties agree that this Amendment and the Consulting Agreement
shall not be amended or supplemented except by a written document
executed and delivered by both parties hereto. The failure on the
part of either party to enforce, or any delay in enforcing, any
right, power or remedy that such party may have under this
Amendment or the Consulting Agreement shall not constitute a
waiver of any such right, power or remedy, or release the other
party from any obligations under this Amendment or the Consulting
Agreement, except by a written document signed by the party
against whom such waiver or release is sought to be enforced.
6. Except as specifically set forth above in this Amendment, the
terms of the Consulting Agreement remain unchanged and in full
force and effect as set forth therein.
7. Capitalized terms used in this Amendment that have not been
defined herein shall have the meanings ascribed in the Consulting
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment No. 1 as of the Effective Date.
GUILFORD PHARMACEUTICALS INC.
By: /s/ Xxxxx X. Xxxxx, M.D.
-----------------------------------------
Name: Xxxxx X. Xxxxx, M.D.
Title: President and Chief Executive Officer
CONSULTANT
/s/ Xxxxxxx X. Xxxxxx, M.D.
--------------------------------------------
Xxxxxxx X. Xxxxxx, M.D.
Address: 0000 Xxxxxxxxxx Xxxx, Xx. 0000
Xxxxxxxxx, Xxxxxxxx 00000
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AMENDMENT NO. 2
TO
CONSULTING AGREEMENT
THIS AMENDMENT NO. 2 ("Amendment") is effective as of January 1,
1999 ("Effective Date"), by and between Guilford Pharmaceuticals Inc., a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxx, M.D., an individual
residing in the State of Maryland (the "Consultant").
WHEREAS, the Company and the Consultant are parties to a
Consulting Agreement dated September 1, 1995, as amended June 7, 1996 and
September 1, 1998 ("Consulting Agreement"), pursuant to which the Consultant has
provided consulting services to the Company; and
WHEREAS, the parties desire to extend such consulting relationship
on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the foregoing, the mutual
promises of the parties hereunder, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Consultant and
the Company hereby agree as follows:
8. The term of the Consulting Agreement is hereby extended for the
period commencing January 1, 1999 through March 31, 1999 (the
"Second Extension").
9. In consideration of the performance of the Services by the
Consultant during the First Extension, the Company agrees to pay
the Consultant at a rate of $14,166.67 per month, payable in
arrears.
10. Except as explicitly set forth in paragraph 2 above and in the
Consulting Agreement, Consultant shall receive no other
compensation (whether in cash, stock options or otherwise) for his
Services during the First Extension.
11. The Consultant represents and warrants to the Company that the
Consultant is, as of the Effective Date, under no contractual or
other restriction or obligation, including agreements or
understandings with third parties, which conflicts with the
Consulting Agreement as amended hereby, the performance of his
duties under the Consulting Agreement as amended hereby, or the
other obligations of the Consultant to the Company.
12. The parties acknowledge that they may enter into a further
amendment of the Consulting Agreement or a new superseding
consulting agreement in the future, the effect of which may be to
make retroactive modifications to the terms (including
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those regarding compensation) of the Consulting Agreement and/or
this Amendment. The foregoing notwithstanding, the parties agree
that this Amendment and the Consulting Agreement shall not be
amended or supplemented except by a written document executed and
delivered by both parties hereto. The failure on the part of
either party to enforce, or any delay in enforcing, any right,
power or remedy that such party may have under this Amendment or
the Consulting Agreement shall not constitute a waiver of any such
right, power or remedy, or release the other party from any
obligations under this Amendment or the Consulting Agreement,
except by a written document signed by the party against whom such
waiver or release is sought to be enforced.
13. Except as specifically set forth above in this Amendment, the
terms of the Consulting Agreement remain unchanged and in full
force and effect as set forth therein.
14. Capitalized terms used in this Amendment that have not been
defined herein shall have the meanings ascribed in the Consulting
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment No. 2 as of the Effective Date.
GUILFORD PHARMACEUTICALS INC.
By: /s/ Xxxxx X. Xxxxx, M.D.
-----------------------------------------
Name: Xxxxx X. Xxxxx, M.D.
Title: President and Chief Executive Officer
CONSULTANT
/s/ Xxxxxxx X. Xxxxxx, M.D.
--------------------------------------------
Xxxxxxx X. Xxxxxx, M.D.
Address: 0000 Xxxxxxxxxx Xxxx, Xx. 0000
Xxxxxxxxx, Xxxxxxxx 00000
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