CONSULTANT AGREEMENT
October 6, 1994
Xx. Xxxxx X. Xxxx
Department of Pathology
Box J-275
J. Xxxxxx Xxxxxx Health Center
University of Florida College of Medicine
Xxxxxxxxxxx, XX 00000
You have been performing consulting services for us, and we propose that
you continue to perform consulting services for us, and we understand you are
willing to perform such services for us, upon terms and conditions set forth
below.
Therefore, we agree with you as follows:
1. You will perform such consulting services as we may request during
the term of this Agreement as Chief Scientist of the Company. You will be
available to perform such services at reasonable times during the term of this
Agreement as may be determined by you in your discretion taking into account
your obligations as a full-time professor in the Department of Pathology at
the University of Florida College of Medicine. In no event shall you be
obligated to perform services hereunder for a total of more than four days in
any calendar month during the term of this agreement.
2. In full compensation for your services and agreements hereunder, we
will pay you at the rate of $30,000.00 per year, plus, in connection with the
assignment of intellectual property rights referred to in section 5, below,
the issuance of 650,000 of common stock, par value $0.01. In addition, we
will reimburse you (as discussed below) for all reasonable traveling and
living expenses necessarily incurred by you while you are away from your
regular place of business or at our premises at our request and are engaged in
the performance of services for us under this Agreement. You will submit
invoices promptly showing any disbursements for reasonable and necessary
expenses incurred on this engagement.
3. The manner in which you render services to us will be within your
sole control and discretion.
4. You will observe our rules, policies, and regulations with respect
to conduct and the health, safety, and protection of persons and property,
while on our premises. You will comply with all governmental laws,
ordinances, rules and regulations applicable to your services hereunder, or to
the performance thereof.
5. All of the following sections 5 and 6 are subject to your
obligations to the University of Florida under its patent policy (including
the University's policy respecting publication of the results of scientific
investigation). All patentable and unpatentable inventions, discoveries, and
ideas relating to the field of study of oxalate or oxalate-related disorders,
which are made or conceived by you during the term of this Agreement, if
rights thereto are waived or not owned by the University of Florida, shall be
our sole and exclusive property throughout the world. Promptly upon
conception of such invention, discovery, or idea, you will disclose it to us,
and we shall have full power and authority to file and prosecute patent
applications throughout the world thereon and to procure and maintain patents
thereon. You shall, at our request and expense, execute documents and perform
such acts as our counsel may deem advisable, to confirm in us all right,
title, and interest throughout the world, in and to, such invention,
discovery, or idea, and all patent applications, patents, and copyrights
thereon, and to enable and assist us in procuring, maintaining, enforcing and
defending patents, xxxxx patents, copyrights, and other applicable statutory
protection throughout the world on any such invention, discovery, or idea
which may be patentable or copyrightable.
6. All information and know-how which you in any way obtain from us and
all inventions, discoveries, and ideas which shall become our property
pursuant to paragraph 5 hereof, shall be held secret and confidential by you
and shall not be used or revealed by you unless, until, and to the extent we
shall consent thereto in writing, or such information, know-how, inventions,
discoveries, and ideas are generally available to the public through no action
or inaction of yours.
7. You will not disclose to us any knowledge, information, inventions,
discoveries, or ideas which you possess under an obligation of secrecy to a
third party.
8. You do not have any express or implied obligation to a third party
which in any way conflicts with any of your obligations under this Agreement,
except your obligations as an employee of the University of Florida, of which
we are aware.
9. It is understood that we will have the royalty-free and unrestricted
right to use and disclose to third parties, any unpatented information, know-
how, inventions, discoveries, and ideas disclosed to us by you in the course
of your services under this Agreement.
10. All written information, drawings, documents and materials prepared
by you in the course of your service hereunder shall be our sole and exclusive
property, and will be delivered to us by you promptly after expiration or
termination of this Agreement, together with all written information,
drawings, documents and materials, if any, furnished by us to you in
connection with your services hereunder and not consumed by you in the
performance of such services.
11. You assume all risk and liability for loss of, or damage to, your
property, and for personal injury, sickness and/or disease, including death
resulting therefrom, sustained by you, if or where such loss or damage is
incurred or such injury, sickness, or disease is sustained, in connection with
your presence on our property and/or any services hereunder, unless caused by
our negligence or the negligence of our employees or agents.
12. During the term of this Agreement, you agree not to perform for a
third party any services which are in the field of this Agreement. During
the period of this Agreement, and for the two years thereafter, you will not,
directly or indirectly, engage in any business which is substantially
competitive with any business then actively being conducted by us, or
contemplated by us in the near future, nor will you consult with or advise any
such competitive business or otherwise, directly or indirectly, engage in any
activity which is substantially competitive with or in any way adversely
affects any material activity of ours.
13. The term of this Agreement shall commence on October 1, 1994, and
shall terminate a) on December 31, 1997, or b) upon thirty days notice by
either party, unless sooner terminated by your death, or in accordance with
the terms of this Agreement.
14. The provisions of paragraphs 5, 6, 9, 10, 11, and 16 shall survive
and continue after expiration or termination of this Agreement.
15. Any assignment by you of this Agreement or of any of the rights or
obligations hereunder, without our written consent, shall be void. No
modifications of this Agreement or waiver of any of the terms or conditions
contained hereunder shall be binding unless in writing and signed by both
parties. This Agreement shall be governed by the laws of the State of
Florida.
16. You understand that we are a start-up company, which has not yet
obtained financing to conduct its operations. Accordingly, we will not be
able to pay your cash compensation until we have received funding adequate to
our operating purposes and available to pay you. We will have the sole and
exclusive power to determine when we have adequate resources available to pay
your cash compensation.
If you agree to the foregoing, please indicate your acceptance thereof
by signing the enclosed duplicate copy of this Agreement and returning it to
us.
Very truly yours,
IXION Biotechnology, Inc.
By
Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
Accepted and Agreed to this
6th day of October 1994
Xxxxx X. Xxxx, Ph.D.
