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EXHIBIT 10.27
CONSULTANCY AGREEMENT
This Consultancy Agreement is made on 1 September 1998 between Therapeutic
Antibodies (UK) Limited whose registered office is at Xxxxxxxxx, Xxxxxxxxxx,
Xxxxxxxxx, Xxxxxxxxxx, XX00 0XX ("the Company") and XXXXXX X XXXXXX of
Briarwood, Nightingales Lane, Chalfont St. Xxxxx, Buckinghamshire HP8 4SR
trading as "Xxxxxx Xxxxxx Associates" ("the Consultant").
1. THE ADVICE
The Consultant has agreed with the Company on the terms set out below
that he will provide to the Company in relation to the management and
expansion of the business of the Company and its subsidiaries (the
"Group") the consultancy Advice more precisely described in Schedule 1
to this agreement ("the Advice").
2. DURATION OF AGREEMENT
This consultancy agreement is commenced on 1 September 1998 ("the
Commencement Date") and will, subject to the terms of this agreement
continue until 12 months' notice of termination is given by either
side, any such notice not to expire before three years from the
Commencement Date.
3. FEE
3.1 The Company shall pay to the Consultant a fee of (pound)5000 per month
exclusive of VAT in arrears, subject to prior receipt by the Company of
an appropriate invoice from him under Clause 3.2 below.
3.2 The Consultant shall submit an invoice (together with a VAT invoice if
applicable) each month summarising the Advice provided in the period
covered, any expenses to be reclaimed under Clause 3.3 below and the
amount of the fee due.
3.3 Subject to prior written approval of such expenses, the Company will
pay to the Consultant the amount of any reasonable expenses wholly and
necessarily incurred by him in the provision of the Advice.
3.4 Nothing in this agreement shall replace or prejudice any entitlements
which the Consultant may have in relation to the share option rights
granted to him by a consultancy agreement between him and the Company
of 21st August 1998.
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4. OBLIGATIONS OF THE CONSULTANT
During the currency of this agreement the Consultant shall:
4.1 provide the Advice to the Company to the best of his skill and ability
and promptly as required by the Company and in the provision of that
advice will aim always to promote and protect the interests of the
Group. The Consultant shall devote such hours to his obligations under
this Agreement as are reasonably necessary for the proper provision of
the Advice, which shall be on average around 15 hours per month.
4.2 attend the Company's head office or such other place as he is
reasonably required to attend for the proper provision of the Advice;
4.3 (it being acknowledged by the Company that the detailed provision of
the Advice is a matter for the Consultant) observe the Company's
general guidance and instruction with regard to the provision of the
Advice;
4.4 notify the Company so far as possible in advance of any periods over
which he is or will be unable to provide the Advice due to his holiday,
sickness or (subject to and in accordance with 6 below) third party
commitment;
4.5 maintain full and proper confidentiality in relation to all information
belonging to the Company or any of its clients of a confidential nature
whether oral, written or electronically recorded concerning the
business and affairs of the Company and the Group and any other
information specifically identified by the Company as confidential or
known to the Consultant as being held by the Company under a duty of
confidentiality to a third party, in either case coming to his
attention in the course of or for the purposes of his providing the
Advice;
4.6 comply properly with the requirements of all relevant legislation and
agreements relating to payment of value added tax, income and other
taxes and charges levied in respect of the Company's use of him and the
fees payable to him under this Agreement;
5. NON-EXCLUSIVITY OF SERVICE
Nothing in this Agreement will prevent the Consultant from supplying
similar consultancy services to any third party during or after the
currency of this agreement provided in all cases that such third party
supply shall not entail or be likely to lead to a breach of the
Consultant's confidentiality obligations to the Company or otherwise
interfere in any way with the full and efficient performance of the
Consultant's obligations in respect of the Advice. The Consultant shall
not supply similar consultancy services if the
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proposed appointment might affect his abilities to properly provide
advice under this Agreement or would involve him with competitors of
the Group.
6. OTHER INTERESTS
The Consultant will not accept any non-executive appointments which are
either with competitors of the Group or which will affect the
Consultant's ability to provide the Advice under this Agreement.
7. RELATIONSHIP
Nothing in this Agreement will create the relationship of agency or
partnership or employer and employee between the Company and the
Consultant.
8. ASSIGNMENT AND SUBSTITUTION
No rights under this Agreement may be assigned by the Consultant save
with the prior written consent of the Company. The Consultant may not
use any other person to provide the Advice to the Company in his place
or sub-contract it, save with the prior written consent of the Company.
9. TITLE TO WORK
The Consultant acknowledges that he shall not acquire rights or title
to any intellectual property or any Advice provided by him for the
purposes of the Company under this Agreement. The rights and title in
all Advice provided by the Consultant to the Company shall be and
remain with the Company as shall those in any documents provided to the
Consultant for the purposes of his providing the Advice and in any
notes, copies or extracts derived from those documents which the
Consultant might make in the drawing up or delivery of the Advice.
10. PROVISIONS ON TERMINATION GENERALLY
10.1 On the termination of this agreement for whatever reason the Consultant
shall;
10.1.1 deliver to the Company forthwith all property of its or any of
its clients which may then be in his possession or control,
including without limitation any records, plans, programs,
designs, specifications, samples and documentation in any form
and shall, in the case of any data held on his own computer,
erase all such data, code and programs;
10.1.2 cease to hold himself out as in any way connected with the
Company;
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10.1.3 thereafter observe the duty of confidentiality as set out in
4.5 of this Agreement notwithstanding its termination.
10.2 The Company shall have the right to terminate this agreement
immediately without payment to the Consultant (other than for any
figures by way of fee or expenses accrued due up to the date of that
termination) if the Consultant dies, becomes bankrupt, is convicted of
an indictable offense or commits any act of dishonesty in his provision
of the Advice.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of England.
12. NOTICES
12.1 Any notice or other document to be served under this agreement may, in
the case of the Company, be delivered or sent by first class post or
facsimile process to the Company as its registered office for the time
being marked for the attention of the Company Secretary and, in the
case of the Consultant may be delivered or sent by first class post to
the address set out above.
12.2 Any such notice or other document shall be deemed to have been
served:
12.2.1 if delivered at the time of delivery;
12.2.2 if posted, at 10:00 a.m. on the second day (being any day
other than a Saturday, Sunday or bank holiday) ("Working Day")
after it was put into the post; or
12.2.3 if sent by facsimile process, at the expiration of two hours
after the time of despatch, if despatched before 3:00 p.m. on
any Working Day, and in any other case at 10:00 a.m. on the
Working Day following the date of despatch.
12.3 In proving such service it shall be sufficient to prove that delivery
was made or that the envelope containing such notice or other document
was properly addressed and posted as a pre-paid first class letter or
that the facsimile message was properly addressed and despatched as the
case may be.
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Signed /s/ Xxxxxx X. Xxxxx Dated: 1st September 1998
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Authorised Representative of Therapeutic Antibodies (UK) Ltd
Signed /s/ Xxxxxx Xxxxxx Dated: 1st September 1998
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Consultant
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SCHEDULE I
THE ADVICE
The Advice the Consultant will provide to the Company will be in relation to the
following:
1. Overseeing the implementation of such methods devised by the Consultant
for the strategic development and growth of the Company (and the Group)
as are adopted by the Company;
2. Attending key meetings with specific customers and suppliers in order
to further the interests of the Company (and the Group);
3. Acting as an interface with City institutions and their representatives
on behalf of the Company (and the Group).
