EXHIBIT 10.27
SCIENTIFIC ADVISOR CONSULTING AGREEMENT
---------------------------------------
COLLATERAL THERAPEUTICS, INC., ____________, 19___
a California corporation
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Ladies and Gentlemen:
The following contains all the items of my scientific advisor consulting
agreement (the "Agreement") with COLLATERAL THERAPEUTICS, INC., a California
corporation, or any subsidiary or affiliate thereof (the "Company").
The amount of time I will spend as an Advisor to the Company and the
nature of the services provided and my compensation are set forth in Exhibit
A hereto. In rendering such services to the Company, I shall act as an
independent contractor and not as an employee of the Company. The Company or
I may terminate this agreement at any time, with or without cause.
I understand that the Company possesses and will possess information
that has been created, discovered or developed by, or has otherwise become
known to, the Company (including without limitation, information created,
discovered, developed or made known by or to me arising specifically out of
my retention as an Advisor by the Company), and/or in which property rights
have been assigned or otherwise conveyed or disclosed to the Company, which
information has commercial value in the business in which the Company is
engaged or intends to engage. All of the aforementioned information is
hereinafter called "Proprietary Information." By way of illustration, but
not limitation, Proprietary Information includes trade secrets, research
results, processes, formulae, data and know-how, improvements, inventions,
techniques, marketing plans, strategies, forecasts and customer lists.
In consideration of my retention as an Advisor and the compensation to
be received by me from the Company from time to time, I hereby agree as
follows:
1. All Proprietary Information shall be the sole property of the
Company and its assigns, and the Company and its assigns shall be the sole
owner of all patents and other rights in connection therewith. I hereby
assign to the Company any rights I may have or acquire in all Proprietary
Information. At all times during my retention as an Advisor by the Company
and at all times after termination of such retention as an Advisor, I will
keep in confidence and trust all Proprietary Information, and I will not
disclose, sell, use, lecture upon or publish any Proprietary Information
without the written consent of the Company, except as may be necessary in the
ordinary course of performing my duties as an Advisor of the Company.
2. I agree that during the period that I am retained as an Advisor to
the Company I will not, without the Company's express written consent, except
as permitted by this Section 2, engage in any employment or activity (whether
as a consultant, advisor or otherwise) in any business competitive with the
Company in the area of cardiovascular gene therapy. The Company recognizes
that I currently may have certain agreements and perform consulting services
for others. During the 20 days following the execution of this Agreement,
the Company and I will review such agreements and services to determine
whether they constitute activities which would be in conflict with the
Agreement. If the Board of Directors of the Company determines that any such
activity conflicts with this Agreement, and I do not immediately terminate
the conflicting activity and/or agreement, the Company shall have the right
to immediately terminate this Agreement with no obligation to me. In
addition, prior to entering into any additional activity and/or agreement
which could conflict with my obligations to the Company, I shall disclose the
contemplated activity and submit such additional agreement to the Company
which will, within 30 days of such submission, advise me whether the Company
has concluded that entering into such activity and/or additional agreement
would conflict with this Agreement. If the Company has so concluded, I will
notify the Company within ten (10) days that I will not enter into the
additional agreement.
3. All documents, data, records, apparatus, equipment, chemicals,
molecules, organisms and other physical property, whether or not pertaining
to Proprietary Information, furnished to me by the Company, a third party or
produced by myself or others in connection with my retention as an Advisor
shall be and remain the sole property of the Company and shall be returned
promptly to the Company as and when requested by the Company. Should the
Company not so request, I shall return and deliver all such property upon
termination of my retention as an Advisor by me or by the Company for any
reason and I will not take with me any such property or any reproduction of
such property upon such termination.
4. I agree that for a period of two (2) years following termination of
my retention as an Advisor with the Company, I will not solicit or in any
manner encourage employees of the Company to leave its employ.
5. I will promptly disclose to the Company, or any persons designated
by it, all improvements, inventions, formulae, processes, techniques,
know-how and data, whether or not patentable, made or conceived or reduced to
practice or learned by me, either alone or jointly with others, during the
period of my retention as an Advisor which (a) arise from services provided
by me under this Agreement and related to or useful in the business of the
Company, or (b) result from tasks assigned me by the Company, or (c) were
funded by the Company, or (d) result from use of premises owned, leased or
contracted for by the Company (all said improvements, inventions, formulae,
processes, techniques, know-how and data shall be collectively hereinafter
called "Inventions"). Such disclosure shall continue for one (1) year after
termination of this Agreement with respect to anything that would be an
Invention if made, conceived, reduced to practice or learned during the term
hereof.
2
6. I agree that all Inventions shall be the sole property of the
Company and its assigns, and the Company and its assigns shall be the sole
owner of all patents and other rights in connection therewith. I hereby
assign to the Company any rights I may have or acquire in all Inventions. I
further agree as to all Inventions to assist the Company at any time, and not
just during the term of this Agreement, in any and all countries, which
assistance shall include the execution of documents and any assignments to
the Company or persons designated by it. In the event that the Company is
unable for any reason whatsoever to secure my signature to any lawful and
necessary document required to apply for or execute any patent application
with respect to an invention(s) (including reissues, renewals, extensions,
continuations, divisions or continuations in part thereof), I hereby
irrevocably designate and appoint the Company and its duly authorized
officers and agents, as my agents and attorneys-in-fact to act for and in my
behalf and instead of me, to execute and file any such application and to do
all other lawful acts to further the prosecution and issuance of patents
thereon with the same legal force and effect as if executed by me.
7. As a matter of record I have attached hereto as Exhibit B a
complete list of all inventions or improvements relevant to the subject
matter of my retention as an Advisor by the Company which have been made or
conceived or first reduced to practice by me alone or jointly with others
prior to my engagement by the Company which I desire to remove from the
operation of this Agreement; and I represent and agree that such list is
complete.
8. I understand as part of the consideration for the offer of
retention as an Advisor or continued retention as an Advisor by the Company,
that I have not brought and will not bring with me to the Company or use in
the performance of my responsibilities at the Company any equipment,
supplies, facility or trade secret information of any current or former
employer which are not generally available to the public, unless I have
obtained written authorization for the possession and use.
9. I also understand that, in my retention as an Advisor with the
Company, I am not to breach any obligation of confidentiality that I have to
others, and I agree that I shall fulfill all such obligations during my
retention as an Advisor with the Company.
10. I agree that in addition to any other rights and remedies available
to the Company for any breach by me of obligations hereunder, the Company
shall be entitled to enforcement of my obligations hereunder by court
injunction.
11. If any provision of this Agreement shall be declared invalid,
illegal or unenforceable, such provision shall be severed and all remaining
provisions shall continue in full force and effect.
12. This Agreement shall be binding upon me, my heirs, executors,
assigns and administrators and shall inure to the benefit of the Company, its
successors and assigns.
3
13. This Agreement shall be governed by and construed in accordance
with the laws of the State of California without reference to principles of
conflicts of laws. If an action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements, in
addition to any other relief to which the party may be entitled.
14. I agree that this Agreement may be terminated by either the Company
or the Advisor at any time, for any reason, with or without cause, by giving
written notice to the other party; termination to be effective upon the other
party's receipt of notice.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
---------------------------------
ACCEPTED AND AGREED TO:
COLLATERAL THERAPEUTICS, INC.
By:
------------------------------
Title:
---------------------------
4
EXHIBIT A
EXHIBIT B
COLLATERAL THERAPEUTICS, INC.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Gentlemen:
The following is a complete list of all inventions or improvements or
works of authorship relevant to the subject matter of my advisory services
for the Company that have been made or conceived or first reduced to practice
by me alone or jointly with others prior to my advisory services for the
company. I desire to remove those inventions and improvements listed, if
any, from the operation of the Scientific Advisor Consulting Agreement
between the Company and me which are noted by an * and my initials next to
such invention or improvement:
______ No inventions or improvements
______ See below:
______ Additional sheets attached.
By:
-----------------------------
Date:
---------------------------
SCHEDULE OF
SCIENTIFIC ADVISORY CONSULTING AGREEMENT
Xxxxx Xxxxxx, Ph.D., dated February 14, 1997
Xxx Xxxxxx, dated Xxxxxxx 0, 0000
Xxxxxx Xxx, Xx.X., dated July 26, 1996
H. Xxxx Xxxxxxx, dated October 1, 1995
Xxxxxxxx Xxxxxxxx, Ph.D., dated September 4, 1996
Xxxx Xxxxx, M.D., dated September 30, 1996
Xxxxxx Xxxxx, M.D., dated June 19, 1997
