SERVICES AGREEMENT
Exhibit
10.11
THIS
SERVICES AGREEMENT ("Agreement") is entered into effective as of June 1, 2009
(the “Effective Date”), by and between ARNO THERAPEUTICS, INC., a Delaware
corporation ("ARNO") having a place of business at 0 Xxxxxx Xx., 0xx Xxxxx,
Xxxxxxxxxx, XX 00000 and TWO RIVER CONSULTING, LLC, a Delaware limited liability
corporation ("CONSULTANT"), having a business address at 000 Xxxxx Xxxxxx, Xxx
Xxxx, XX 00000.
RECITALS:
WHEREAS,
ARNO is a development stage biotechnology company that is developing certain
pharmaceutical technologies for the treatment of selected cancers;
WHEREAS,
CONSULTANT has substantial experience in the management and oversight of
development stage biotechnology companies; and
WHEREAS,
ARNO desires to retain the services of CONSULTANT and CONSULTANT is willing to
provide such services.
NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements,
provisions and covenants contained herein, the parties hereby agree as
follows:
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1.
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Services.
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1.1.
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Services. ARNO
retains CONSULTANT and CONSULTANT agrees to provide Services to ARNO (the
“Services”) as it may from time to time reasonably request, which shall
include the Services set forth on Exhibit A
attached to this Agreement.
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1.2.
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Performance. CONSULTANT
agrees to render the Services to ARNO, or to its designee, (a) at such
reasonably convenient times and places as ARNO may direct, (b) under the
general supervision of ARNO, (c) on a “best efforts” basis, and (d) in
compliance with all applicable government laws and regulations in the
jurisdiction in which the Services are being
conducted. CONSULTANT represents and warrants that it has the
necessary experience and knowledge to perform the
Services. CONSULTANT will comply with all rules, procedures and
standards promulgated from time to time by ARNO with regard to
CONSULTANT’s access to and use of ARNO’s property, information, equipment
and facilities. CONSULTANT agrees to furnish ARNO with written
reports with respect to the Services if and when requested by
ARNO.
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1.3.
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Third Party Confidential
Information. CONSULTANT agrees not to use any trade
secrets or other confidential information of any other person, firm,
corporation, institution or other entity in connection with any of the
Services.
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1.4.
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No Conflicts. CONSULTANT
is under no contractual or other obligation or restriction that is
inconsistent with CONSULTANT’s execution of this Agreement or the
performance of the Services. During the Term (defined below),
CONSULTANT will not enter into any agreement, either written or oral, in
conflict with CONSULTANT’s obligations under this
Agreement. CONSULTANT will arrange to provide the Services in
such manner and at such times that the Services will not conflict with
CONSULTANT’s responsibilities under any other agreement, arrangement or
understanding or pursuant to any employment relationship CONSULTANT has at
any time with any third party. Subject to the foregoing,
nothing contained herein shall be deemed to restrict CONSULTANT or its
directors, officers or employees from engaging in any business or from
contracting with other parties for similar or different
services.
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2.
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Compensation. In
consideration for the Services rendered by CONSULTANT to XXXX, XXXX
agrees:
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2.1.
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To
pay CONSULTANT an amount equal to Fifty Thousand Dollars ($50,000.00) per
month during the Term. Undisputed
payments will be made by ARNO within 30 days from ARNO’s receipt of
CONSULTANT’s invoice. Invoices will contain such detail as ARNO
may reasonably require and will be payable in U.S.
Dollars.
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2.2.
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ARNO
shall reimburse CONSULTANT for all normal, usual and necessary expenses
incurred by the CONSULTANT in performing the Services, including
reasonable travel and entertainment, upon timely receipt by ARNO of
appropriate vouchers or other proof of the CONSULTANT’s expenditures and
otherwise in accordance with any expense reimbursement policy as may from
time to time be adopted by ARNO.
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3.
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Term
and Termination.
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3.1.
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Term. This
Agreement will commence on the Effective Date and continue for a period of
one (1) year from the Effective Date (the “Term”), unless sooner
terminated pursuant to the express terms of this Section 3 or extended by mutual agreement of the
parties. The Term may be extended for additional periods upon
the mutual written agreement of ARNO and
CONSULTANT.
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3.2.
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Termination Either ARNO
or CONSULTANT may terminate this Agreement for any reason upon 30 days
prior written notice to the other
party.
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3.3.
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Effect of
Expiration/Termination. Upon expiration or termination,
neither ARNO nor CONSULTANT will have any further obligations under this
Agreement, except the liabilities accrued through the date of
termination. Upon expiration or termination, and in any case
upon ARNO’s request, CONSULTANT will return immediately to ARNO all
tangible Confidential Information, including all copies and reproductions
thereof, except for one (1) copy which may be retained solely for archival
purposes. In the event this Agreement is terminated by either
party pursuant to Section 3.4 or by CONSULTANT pursuant to Section 3.2,
then all unvested portions of the Options shall accelerate and be deemed
vested as of the effective date of such
termination.
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4.
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Confidentiality.
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4.1.
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Definition. “Confidential
Information” means all trade secrets
and confidential or proprietary information owned, possessed or used by
ARNO, learned of by CONSULTANT or developed by CONSULTANT in connection
with the Services, whether or not in written form, including but not
limited to data, know-how, unpublished findings, compounds, product
information, processes, patent applications, business plans and
strategies, financial data, proprietary software, technology under
development, and marketing information, regardless of whether such
disclosures are marked or otherwise designated as “Confidential,” or if
such confidential information is disclosed in non-written form, such
disclosure shall be identified as Confidential Information when first
disclosed; and (b) any information, software, or other materials created
by the CONSULTANT including any part of the information described in
clause (a) of this sentence.
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4.2.
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Obligation. CONSULTANT
agrees that during the course of the Term and for a period of five (5)
years thereafter, it will keep in strictest confidence and will not
disclose or make accessible to any other person without the prior written
consent of ARNO, ARNO’s Confidential
Information.
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4.3.
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Exclusion. Confidential
Information does not include information that (a) is in the public domain
or which becomes part of the public domain through no wrongful act on
CONSULTANT’s part but only after it becomes so publicly known, (b) is
already in CONSULTANT’s possession at the time of disclosure by ARNO,
other than by previous disclosure by ARNO, as evidenced by written or
electronic records, or (c) that becomes known to CONSULTANT through
disclosure by a third party having the right to disclose the information,
as evidenced by written or electronic records. In addition, the CONSULTANT
may disclose Confidential Information to the extent such information is
required to be disclosed by law, regulation or order of a court of
competent jurisdiction or regulatory authority, provided that CONSULTANT
shall promptly notify ARNO when such requirement to disclose arises, and
shall cooperate with ARNO so as to enable ARNO to: (1) seek an appropriate
protective order; and (2) make any applicable claim of confidentiality in
respect of such Confidential Information; and provided,
further, that CONSULTANT shall disclose Confidential Information only to
the extent required by the protective order or other similar order, if
such an order is obtained, and, if no such order is obtained, the
receiving party shall disclose only the minimum amount of such
Confidential Information required to be disclosed in order to comply with
the applicable law, regulation or
order.
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5.
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Xxxxxxx
Xxxxxxx. XXXX is a public company that is subject to the
reporting requirements of the Securities and Exchange Act of 1934, as
amended, and as such, in the course of his duties hereunder, CONSULTANT
may receive from ARNO or others information that may be considered
material, nonpublic information concerning. Accordingly,
CONSULTANT agrees NOT
to:
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5.1.
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buy
or sell any security, option, bond or warrant while in possession of
relevant material, nonpublic information received from ARNO or others in
connection herewith; or
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5.2.
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provide
any person with material, nonpublic information, received from ARNO,
including any relative, associate, or other individual who intends to, or
may, (i) trade securities with respect to ARNO which is the subject of
such information, or (ii) otherwise directly or indirectly benefit from
such information.
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CONSULTANT
agrees to comply with ARNO’s xxxxxxx xxxxxxx policies in effect from time to
time.
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6.
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Inventions.
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6.1.
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Definition. CONSULTANT
will promptly disclose in confidence to ARNO all inventions, discoveries,
improvements, ideas, designs, processes, products, computer programs,
works of authorship, databases, mask works, trade secrets, know-how,
research and creations (whether or not patentable or subject to copyright
or trade secret protection) that CONSULTANT makes, conceives or reduces to
practice, either alone or jointly with others, and that result from the
performance of the Services
(“Inventions”).
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6.2.
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Ownership. All
Inventions will be the exclusive property of ARNO. For purposes
of the copyright laws of the United States, all Inventions will constitute
“works made for hire”, except to the extent such Inventions cannot by law
be “works made for hire”. To the extent Inventions have not
been previously assigned to ARNO, CONSULTANT hereby assigns and, to the
extent any such assignment cannot be made at present, hereby agrees to
assign to ARNO, without further compensation, all right, title and
interest in and to all Inventions and any and all related patents, patent
applications, copyrights, copyright applications, trademarks, trade names,
trade secrets and other proprietary rights in the United States and
throughout the world. CONSULTANT agrees to cause its employees
and other personnel performing Services to assign all Inventions to
ARNO.
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6.3.
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Records. CONSULTANT
shall make and maintain adequate and current written records of all
Inventions, which records shall be available to and remain the property of
ARNO at all times.
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7.
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Liability &
Indemnity
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7.1.
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Disclaimer of
Warranty. CONSULTANT makes no express or implied
representations, warranties or guarantees relating to the Services or the
quality or results of Services to be performed under this
Agreement. CONSULTANT will provide the Services with reasonable
care and skill; provided, however, that CONSULTANT shall not be liable to
ARNO or any other person for any loss, damage or expense which may result
therefrom or from any change in the manner in which CONSULTANT renders the
Services, so long as CONSULTANT deems such change necessary or desirable
in the conduct of its own operations. CONSULTANT shall not be liable to
ARNO for the consequences of any failure or delay to perform any of
CONSULTANT's obligations under this Agreement, other than for damages
arising from CONSULTANT's gross negligence or willful misconduct; provided, however, that
CONSULTANT shall provide reasonably prompt notice to ARNO of such
liability and the reasons therefor.
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7.2.
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Indemnification. ARNO hereby agrees to
indemnify CONSULTANT and its officers, directors, employees
(“Indemnitees”) and protect, defend, save and hold each Indemnitee
harmless from and against, on an after-tax basis, any and all liabilities,
damages, losses, settlements, claims, actions, suits, penalties, fines,
costs or expenses (“Loss”) arising from any claim, demand, assessment,
action, suit or proceeding (“Claim”) of whatever kind or nature,
including, without limitation, any claim or liability based upon
negligence, warranty, strict liability, violation of government regulation
or infringement of patent or other proprietary rights, arising from, in
connection with or occurring as a result of this Agreement and any and all
transactions contemplated hereby; provided that if such Loss or Claim
arises in whole or in part from the gross negligence or intentional
misconduct of an Indemnitee, then the amount of the Loss that ARNO shall
indemnify CONSULTANT for shall be reduced by an amount in proportion to
the percentage of CONSULTANT’s responsibilities for such Loss as
determined by a court of competent jurisdiction in a final and
non-appealable decision or in a binding settlement between the
parties. Additionally, ARNO shall indemnify, defend, and hold
harmless each Indemnitee for any and all Loss and Claims made or brought
(whether successfully or otherwise) within the relevant limitation period
by or on behalf of subjects taking part in a clinical study being
conducted by ARNO seeking damages for personal injury (including death),
directly caused or attributed to any substance dispensed or administered
in accordance with the provisions of a clinical protocol to which the
subjects would not have been exposed but for their participation in such
study
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7.3.
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Obligations of the
Parties. Each Indemnitee
seeking indemnification under this Section
must:
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7.3.1.
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promptly
notify ARNO of any such Claims against
it.
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7.3.2.
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authorize
and permit the ARNO to conduct and exercise sole control of the defense
and disposition (including all decisions relative to litigation, appeal or
settlement) of such Claims (including access to pertinent records and
documents and provision of relevant testimony) and to determine the scope
of its obligations
hereunder.
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7.3.3.
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subject
to the foregoing, be permitted to participate in the defense of any such
Claims at its own cost and expense and, notwithstanding the foregoing, the
Indemnitee’s consent shall be required for any settlement involving
injunctive or other equitable relief against it, its assets, employees or
business, which consent shall not be unreasonably withheld or
delayed.
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7.4.
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Notice of
Claim. Each Indemnitee will tender to ARNO the defense
of any Claim by giving ARNO notice of such Claim (including a copy of any
such Claim served upon indemnitee), within 10 business days after such
Claim was served upon Indemnitee; provided, however, that the failure of a
party to provide notice within the specified time period will not relieve
ARNO from its obligations hereunder except to the extent it has been
prejudiced by the failure to give timely notice. ARNO shall defend
Indemnitee from any Claim so tendered to it at its sole cost and expense
and shall keep Indemnitee informed as to the progress of its defense and
disposition (including without limitation, settlement, litigation or
appeal) or any such Claims.
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7.5.
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Limitations of
liability.
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7.5.1.
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Neither
party shall be liable to the other for loss, damage, or liability in
respect of loss of profits, business or revenue loss, special, indirect or
consequential loss (even if foreseeable or in the contemplation of either
party).
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7.5.2.
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ARNO
shall be responsible for any errors or omissions made by its own employees
in connection with its performance of its obligations pursuant to this
Agreement.
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7.5.3.
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CONSULTANT
shall be responsible for liabilities arising from errors or omissions made
by it in the transmission of information to ARNO, and ARNO shall be
entitled to assume the accuracy of all information transmitted to it by
CONSULTANT, and to rely on such information, for all purposes under this
Agreement.
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7.5.4.
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CONSULTANT
shall not be responsible for a failure to meet its obligations under this
Agreement to the extent caused by the following: (a) materially inaccurate
data submitted by ARNO; (b) any failure by ARNO to meet its obligations
stated in this Agreement; (c) any failure of equipment, facilities or
services not controlled or supplied by CONSULTANT. It is understood that
CONSULTANT shall not be liable to ARNO nor be deemed to have breached this
Agreement for delays arising from ARNO’s failure to timely provide such
required data, documents, materials or information, in order for
CONSULTANT to perform the Services in accordance with agreed upon
timelines or deadlines. ARNO acknowledges that if such delays
occur, then performance of the Services by CONSULTANT shall be extended by
the length of time of such
delays.
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7.5.5.
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In
no event will CONSULTANT have any liability, whether based in contract,
tort (including, without limitation, negligence) warranty or any other
legal or equitable grounds as a result of data, documents, information,
materials, or the like received from ARNO for use by CONSULTANT in the
performance of the Services.
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7.6.
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Personal
Injury. Nothing herein shall purport to exclude or
restrict liability of either party for death or personal injury howsoever
occasioned.
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7.7.
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Maintenance of
Insurance. ARNO shall at all times obtain and
maintain insurance of a type and amount adequate to cover all loss,
damage, liability or costs in respect of which it is liable to indemnify
Indemnitees under the provisions of this Section and shall not do or omit
any act, matter or thing which may prejudice or render voidable any such
insurance.
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7.8.
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Survival of
Obligations. The terms of this Section 7 and the parties’ obligations hereunder shall
survive termination or expiration of this
Agreement.
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8.
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Independent
Contractor. In undertaking to perform its Services
hereunder, CONSULTANT is doing so as an independent contractor, and
nothing in this Agreement shall be construed as creating any relationship
of partnership, joint venture or agency as and between the parties hereto.
No relationship of employer or employee shall arise or be created under
this Master Agreement as and between ARNO and CONSULTANT and/or any
personnel engaged by CONSULTANT to perform the Services (“CONSULTANT
Personnel”). CONSULTANT Personnel shall not be eligible for any ARNO
employee benefits, nor shall ARNO be obliged to make any deductions from
CONSULTANT’S fees for taxes, such taxes being the sole responsibility of
CONSULTANT. Neither party shall have any authority by virtue of this
Agreement to contract or otherwise act on behalf of the
other.
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9.
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Governing
Law; Dispute Resolution.
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9.1.
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Governing Law. This
Agreement and the rights and obligations of both parties shall be governed
and construed in accordance with the laws of the State of New York,
without giving effect to its choice of law or conflict of laws
rules.
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9.2.
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Dispute
Resolution. The appropriate managers or other designated
individuals representing both parties shall meet and attempt in good faith
to settle any dispute, claim or controversy arising out of or relating to
the interpretation, performance or breach of this Agreement (the
“Dispute”). However, if such representatives fail to resolve
the Dispute within 10 business days (the “Initial Period”), then such
Dispute shall be referred for resolution to a designated senior executive
of each party who has the authority to settle the Dispute but who is not
directly involved in the Dispute. At the conclusion of the
Initial Period, the disputing party invoking this dispute resolution
procedure shall give written notice to the other party and the receiving
party shall, within 10 business days submit a written
response. The notice and response shall include: (a)
a statement of that party’s position and a summary of evidence and
arguments supporting its position; and (b) the name and title of the
senior executive who shall represent the party. The designated
senior executive of each party shall attempt in good faith to settle such
Dispute within 30 days from the date the disputing party receives the
above written response. Notwithstanding anything herein to the contrary,
nothing in this Section 9 shall preclude
either party from seeking interim or provisional relief, including,
without limitation, a temporary restraining order, preliminary injunction
or other interim equitable relief concerning a Dispute if necessary to
protect the interests of such
party.
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9.3.
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Arbitration. All Disputes
between CONSULTANT and ARNO arising from their dealings under this
Agreement (either during or after the term of this Agreement) and not
resolved by the methods defined in Section 9.2 of this Agreement, shall be settled by
binding Arbitration in the State of New York, borough of Manhattan under
the rules of the American Arbitration
Association.
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10.
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General
Provision.
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10.1.
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Assignment. This
Agreement may not be assigned by either party without the prior written
consent of the other party except in the event of a purchase, sale, merger
or other or transfer of all, or substantially all of the business assets
of such party.
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10.2.
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Subcontracting.
CONSULTANT shall be entitled to use agents and subcontractors in the
provision of Services under this Agreement, provided that CONSULTANT will
be responsible for the acts and omissions of such agents and
subcontractors as if the Services were performed by
CONSULTANT.
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10.3.
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Notices. Any notice or
other communication to be given under this Master Agreement shall be in
writing and shall be delivered personally or sent by first-class pre-paid
U.S. Mail, overnight delivery service or facsimile transmission (confirmed
by first-class pre-paid U.S. Mail) addressed as
follows:
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If to
ARNO:
Xxxxx Xxxx
Chief Financial Officer
0 Xxxxxx Xx., 0xx
Xxxxx
Xxxxxxxxxx, XX 00000
Phone: 000-000-0000
FAX:
000-000-0000
8
If to
CONSULTANT to:
Two River
Consulting, LLC
Attn.: President
000
0xx
Xxxxxx, 00xx
Xxxxx
Xxx Xxxx, XX 00000
Phone: 000-000-0000
FAX: 000-000-0000
or to
such other designation as either party may hereafter notify the other in
accordance with other provisions in this Section. This Notices section is not
intended to govern day-to-day business communications necessary for the
performance of routine duties arising under a separate Project
Contract.
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10.4.
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Delivery. All
such notices or other communications shall be deemed to have been served
as follows:
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10.4.1.
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if
delivered personally, at the time of such delivery;
or
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10.4.2.
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if
sent by first-class pre-paid U.S. Mail, three business days (Saturday,
Sundays and Bank or other public holidays excluded) after being
postmarked; or
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10.4.3.
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if
sent by overnight delivery service, the next business day;
or
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10.4.4.
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if
sent by facsimile three business days after the postal confirmation has
been postmarked.
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10.5.
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Modification and
Waiver. No modification of this Agreement shall be
deemed effective unless in writing and signed by each of the parties
hereto, and no waiver of any right set forth herein shall be deemed
effective unless in writing and signed by the party against whom
enforcement of the waiver is
sought.
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10.6.
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Survival. The
expiration or earlier termination of this Agreement, (howsoever caused)
shall not affect any of the terms, provisions, representations or
warranties hereof, including, but not limited to, Sections 4, 5, 6, 7, 9
and 10, which are expressed to continue after such expiration or
termination, nor shall any such expiration or termination affect the
rights or obligations of either party hereto in respect of any antecedent
breach of this Agreement.
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10.7.
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Severability. If
any provision of this Agreement or portion thereof is held to be
unenforceable or invalid by a court of competent jurisdiction, the
validity and enforceability of the enforceable portion of any such
provision and/or the remaining provisions shall not be affected
thereby.
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10.8.
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Integration of
Agreement. This Agreement represents the entire
agreement between the parties and supersedes all prior negotiations,
representations or agreements, written or oral, regarding the terms
described herein. All exhibits, Schedules and addenda attached hereto
shall be deemed to be fully incorporated into this
Agreement.
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10.9.
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Descriptive
Headings. The descriptive headings of the sections of
this Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any provision
hereof.
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10.10.
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Force
Majeure. Neither party shall be liable for any failure
to perform or delay in performing any obligations under this Agreement if
such failure or delay is due to fire, flood, earthquake, strike or any
other industrial disturbance, war (declared or undeclared), embargo,
blockade, legal prohibition, riot, insurrection or any other cause beyond
the control of such defaulting party preventing or delaying the
performance of such obligations; provided that such obligations shall be
performed immediately upon the termination of such cause and provided
further that in the event of such failure or delay continuing for more
than two (2) months either party may, without incurring liability to the
other, terminate this Master Agreement immediately by written notice to
the other party.
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10.11.
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Use of Name. Each party, on
behalf of itself, its employees and agents, agrees not to use the name of
the other party or its employees or agents in any publication, promotional
material or other written or oral statement for public distribution,
relative to the subject matter or existence of this Agreement, except as
otherwise required by applicable law, regulations, guidelines and
standards or previously consented to in writing by the other
party.
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10.12.
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10.13.
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Counterparts. This
Agreement may be executed in two (2) counterparts each of which shall be
deemed an original, but both of which together shall constitute one and
the same instrument. This Agreement shall not be binding until CONSULTANT
receives a signed original from
ARNO.
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10.14.
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Transfer of Electronic
Data. Notwithstanding any provision herein to the
contrary, the parties acknowledge that any information of ARNO that will
be transmitted electronically to CONSULTANT will be done so in a format
dictated by ARNO unless otherwise stated. CONSULTANT is under
no obligation to verify or confirm how ARNO’s information will be
transmitted electronically to
CONSULTANT.
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10.15.
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No Third Party
Beneficiaries. This Agreement is solely for the benefit
of the parties hereto and should not be deemed to confer upon third
parties any remedy, claim, liability, reimbursement, claim of action or
other right in excess of those existing without reference to this
Agreement.
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11
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
as of the date and year first above written.
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ARNO
THERAPRUTICS, INC.
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By:
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/s/ Xxxxx Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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Chief
Financial Officer
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TWO
RIVER CONSULTING, LLC
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By:
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/s/ Xxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Vice
President – Finance
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12
EXHIBIT
A
Services
Executive
Management
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·
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Xx.
Xxxxx Xxxxx to serve as President and
CEO
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Management
of ARNO employees and consultants
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Review,
design and execution of corporate and development
strategy
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Preparation
and presentation of materials to the Board of
Directors
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Investor
relations
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Operations
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Identification,
selection and management of vendors and consultants to implement drug
development strategy, including clinical, preclinical, manufacturing &
controls, and regulatory activities
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Guide,
review work product and provide sign-off on global clinical operations
activities, central laboratories, biostatistics, and clinical study report
writing
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·
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Manage
drug distribution logistics and other CMC
activities
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Compile
and review interim clinical study data for medical review and for
corporate presentations
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Manage
regulatory interactions and
strategy
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Business
Development
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Review,
preparation and presentation of materials to potential
partners
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Representation
of ARNO at conferences
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Lead
partnering process
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Medical
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Review
of study design, endpoints and patient
data
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|
·
|
Guide
strategy for competitive positioning of
products
|
|
·
|
Interacting
with thought leaders and members of the scientific advisory
board(s)
|
General &
Administrative
|
·
|
Provide
legal review for contracts and other
documents
|
|
·
|
Processing
of invoices and management of accounts
payable
|
|
·
|
General
accounting/finance oversight
|
|
·
|
Archival
of reports, data and contracts
|
13
