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EXHIBIT 10.13
THIS AGREEMENT is made the 15th day of February 2001
BETWEEN
VIRAGEN, INC. and its subsidiary, VIRAGEN (SCOTLAND) LIMITED ("Viragen"),
Pentlands Science Park, Xxxx Loan, Penicuik, Midlothian, EH26 0PZ, Scotland
AND
PENG XXX XXX, M.D., 0 Xxxxxx Xxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxxx
WHEREAS:
Peng Xxx Xxx, M.D. (herein after known as "Xx. Xxx" or "Consultant") is to serve
as Medical Director of Viragen and provide an advisory service and a project
service to Viragen and its affiliates upon and subject to the terms set out
below.
NOW IT IS HEREBY AGREED as follows:
1. APPOINTMENT
Viragen hereby appoints Xx. Xxx who here by agrees to act as Medical
Director and Consultant upon and subject to the terms set out below.
2. CONSULTANT'S OBLIGATIONS
2.1 Xx. Xxx will provide Viragen and its subsidiaries advice on
matters relating to the clinical trials, research, development
and manufacture of OMNIFERON(TM) and other products where Xx.
Xxx has is no pre-existing conflict of interest.
2.2 Xx. Xxx agrees to provide these services to Viragen for a
minimum of four (4) days each month (or more as from time to
time may be agreed). Xx. Xxx also agrees to provide advice at
other times, as may be required, and to respond to such
requests within a reasonable time.
2.3 Xx. Xxx will provide the services to the standard of skill,
integrity and reliability which could reasonably be expected
from a consultant with skills and qualifications held by the
Consultant.
INFORMATION
Xx. Xxx shall provide to Viragen upon request, written reports of his
activities on Viragen's behalf. Xx. Xxx shall also upon request be
available for meetings with Viragen or its subsidiaries.
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3. CONFIDENTIALITY
3.1 Xx. Xxx will operate under the Viragen Confidentiality
Agreement dated July 1, 1999 and attached to this document as
an Appendix 1.
4. FEES AND EXPENSES
4.1 As consideration for serving as Viragen's Medical Director and
the provision of the advisory services referred to in
paragraphs 2.1, 2.2 and 2.3 above, Viragen shall pay to Xx.
Xxx a retainer fee of (pound)1,000 per day for a minimum of
four (4) days per month during the term of this Agreement
payable in arrears within 28 days of the date of Xx.Xxx'x
invoice for such amounts and any expenses referred to in
Clause 4.4 below. Time in excess of four (4) days in any one
calendar month will be charged at a rate of (pound)1,000 per
day.
4.2 Invoices will be rendered monthly at the end of each calendar
month.
4.3 Viragen will also reimburse Xx. Xxx such travelling,
accommodation and communication costs as may be reasonably be
incurred in connection with the provision of the services
pursuant to this Agreement subject to submitting such
supporting evidence thereof as Viragen may reasonably require.
All air travel will be made by Business Class or Premium
Economy Class when available. All rail travel will be made by
First Class. Car mileage rates will be charged in accordance
with those recommended by the Automobile Association (of Great
Britain).
4.4 For all payments from outside the United Kingdom, Viragen
shall pay all bank charges for remittance in Pounds Sterling
including any charges payable by Xx. Xxx.
5 DURATION AND TERMINATION
5.1 This Agreement shall be deemed to have commenced on 14
February 2001 notwithstanding the date hereof and shall
continue indefinitely thereafter, subject to either party's
right to terminate it upon one month's written notice.
5.2 Notwithstanding the provisions of Clause 5.1 above, Viragen
may at any time by notice in writing, immediately terminate
this Agreement if Xx. Xxx shall:
5.2.1. be in breach of any of the terms of this Agreement
which, in the case of breach capable of remedy, is
not remedied by Xx. Xxx within 21 days of receipt by
it of a written notice from Viragen specifying the
breach and requiring its remedy; or
5.2.2. be incompetent, guilty of gross misconduct or any
negligence in respect of its obligations.
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6. NO EMPLOYMENT OR AGENCY
Nothing contained in this Agreement shall be construed or have effect
as constituting any relationship of employment between Viragen and Xx.
Xxx. Xx. Xxx shall not have any right or power whatsoever to contract
on behalf of Viragen or otherwise bind Viragen in any way in relation
to third parties unless specifically authorised to do so by Viragen.
7. INDEMNITY OF CONSULTANT
Viragen shall indemnify and hold harmless Consultant from and against
any and all claims, judgements, fines, penalties, liabilities, losses,
costs and expenses (including reasonable attorneys' fees and costs)
asserted against or incurred by Consultant as a result of acts or
omissions of Consultant taken or made in the course of performing his
duties for Viragen or by reason of Consultant acting or having acted as
a Medical Director or Consultant of Viragen, provided, however, that
such indemnity shall not apply to acts or omissions of Consultant which
constitute misconduct, gross negligence or which were intended by
Consultant to personally benefit Consultant directly or indirectly, at
the expense of Viragen, unless the matter which benefits Consultant was
first fully disclosed to the Board of Directors of Viragen and approved
by said Board.
8. NOTICES
Any notice required by this Agreement to be given by one party to the
other shall be in writing and shall be serviced by sending the same by
registered post or recorded delivery or leaving at the address of the
other party specified above or at such other substitute address that
party may notify in writing, from time to time.
9. ENTIRE AGREEMENT
This Agreement, including Appendix 1, sets out the active agreement and
understanding between Xx. Xxxx and Viragen in relation to its subject
matter and supersedes any previous agreement, whether written or oral,
between the parties.
10. GOVERNING LAW
This Agreement shall be governed and construed in all respects with the
Laws of Scotland.
In witness whereof the parties have executed this Agreement the day and
year first above written.
Signed by /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President - Viragen, Inc.
Director - Viragen (Scotland) Ltd.
For and on behalf of Viragen (Scotland) Limited
Signed by /s/ Peng Xxx Xxx
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Peng Xxx Xxx, M.D.
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