CONSULTING SERVICES AGREEMENT
This
Consulting Services Agreement (the “Agreement”)
is
made effective as of April 24, 2006 by and between Xx. Xxxxxxxxx Xxxxxx
(“Consultant”)
and
SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
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1.
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TERM;
EFFECTIVENESS OF EMPLOYMENT AGREEMENT;
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(a) Term.
This Agreement will be in force for the period from and including April 24,
2006
through and including the earliest to occur of (i) June 2, 2006, (ii) the date
of Consultant’s death or disability, (iii) the date of termination hereof by
mutual written agreement of Consultant and the Company, or (iv) the date of
termination hereof by the Company for Cause (as defined as provided in the
CIC
Agreement (as defined below)), provided that for purposes of this Agreement
the
word “Employee” in the definition of Cause in the CIC Agreement will be replaced
with the word “Consultant”.
(b) Effectiveness
Of Employment Agreement And CIC Agreement.
Consultant and the Company have executed and delivered an Employment Agreement
dated and effective as of June 2, 2006 (the “Employment
Agreement”)
pursuant to which Consultant will assume the position of President and Chief
Executive Officer of Company, a copy of which Employment Agreement, as executed
by the parties, is attached hereto as Exhibit
A
and is
incorporated herein by reference, and a Change in Control Agreement dated as
of
June 2, 2006 (the “CIC
Agreement”),
a
copy of which CIC Agreement as executed and delivered by Consultant and the
Company is attached hereto as Exhibit
B and
is
incorporated herein by reference. The Employment Agreement and the CIC Agreement
each will, automatically and without further action required by Consultant
or
the Company, become effective, and will supersede this Agreement, as of June
2,
2006, if prior to June 2, 2006, this Agreement has not been terminated as
provided in Section 1(a) hereof. Upon any termination of this Agreement as
provided in Section 1(a) hereof, the Employment Agreement and the CIC Agreement
each will automatically, and without further action required by Consultant
or
the Company, become null and void unless otherwise agreed in writing by
Consultant and the Company.
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2.
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SERVICES;
REPORTING
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During
the term hereof, Consultant will use his best efforts to provide the Company
with such consulting services (the “Services”)
related to the Company's business as the Board of Directors of the Company
(the
“Board”),
through the Chairman of the Board, may request in connection with Consultant’s
anticipated assumption of responsibilities, under the Employment Agreement,
as
President and Chief Executive Officer of Company. During the term hereof,
Consultant will report to the Chairman of the Board.
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3.
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FEES
AND REIMBURSEMENT
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In
consideration for the Services the Company will pay to Consultant a consulting
fee of thirty thousand dollars ($30,000.00) in cash on May 1, 2006. The Company
will promptly reimburse Consultant for all travel, entertainment and other
commercially reasonable expenses incurred by Consultant in the performance
by
Consultant of the Service upon submission by Consultant to the Company of
invoices in reasonable detail with respect thereto..
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4.
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RELATIONSHIP
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The
relationship of the Company and Consultant established by this Agreement is
that
of independent contractors. This Agreement will not constitute either of the
parties hereto as the legal representative, employee or agent of the other,
nor
will either party have the right to assume, create or incur any liability or
any
other obligation express or implied, against or in the name of or on behalf
of
the other party.
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5.
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CONFIDENTIALITY
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Consultant
acknowledges that during the term of this Agreement, Consultant may have access
to information concerning the Company's sales, earnings, financial condition,
strategic business objectives, business relationships and other information
concerning the Company and its operations which is not otherwise publicly known
or available (the “Confidential
Information”).
Confidential Information is the sole property of the Company, and Consultant
will not disclose or transfer the Confidential Information to any person, firm
or entity, except with the prior written consent of the Company.
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6.
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GOVERNING
LAW
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This
Agreement will be construed in accordance with the laws of the State of
California.
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7.
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COMPLIANCE
WITH LAW AND REGULATIONS
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All
activities performed, directly or indirectly, by Consultant in connection with
this Agreement will be carried out in accordance with all applicable laws,
regulations and relevant Company procedures and policies that are communicated
in writing to Consultant.
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8.
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ENTIRE
AGREEMENT.
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This
Agreement, including the Exhibits hereto, constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all
prior negotiations and agreements, whether written or oral with respect to
such
subject matter. This Agreement may not be modified or amended except by a
document signed by an authorized officer of the Company and Consultant. This
Agreement may be executed in counterparts, each of which will be an original
and
both of which together will constitute one and the same instrument.
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2
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CONFIDENTIAL
TREATMENT
IN
WITNESS WHEREOF, the parties have hereunto affixed their signature, through
their duly authorized representatives, as of the date first above
written.
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CONSULTANT
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Dated:
April 23, 2006
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/s/ Xxxxxxxxx Xxxxxx | ||
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Xxxxxxxxx
Xxxxxx
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THE
COMPANY
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SciClone
Pharmaceuticals, Inc
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Dated:
April, 23, 2006
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By:
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/s/ Xxxx Xxxxxxx | ||
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Name:
Xxxx Xxxxxxx
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Title:
Chairman of the Board of
Directors
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CONFIDENTIAL
TREATMENT
EXHIBIT
A
EXECUTED
EMPLOYMENT AGREEMENT
EXHIBIT
B
EXECUTED
CHANGE IN CONTROL AGREEMENT
