EX-10.13
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0000 Xxxxxxxx Xxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
000-000-0000
000-000-0000 fax
xxxxxxx@xxxxx.xxx
October 14, 2004
Xx. Xxxxxxxx Xxxxxx
1375 California Rd.
Quaker Town, PA 18951
Dear Xx. Xxxxxx:
This will confirm the agreement between you and Hemobiotech, Inc, a Delaware
corporation ("HBT") with respect to your providing advisory services to HBT and
serving on its Advisory Board. Set forth below are the terms and conditions
mutually agreed upon:
1. TERMS: This agreement shall be effective on the date of your acceptance
of this letter as indicated below and shall continue until terminated
by either party upon 30 days written notice to the other, or until
superseded by another agreement between the parties.
2. DUTIES: As an advisor, and not as an employee or agent, you are to
provide HBT with advisory services on technical, medical and market
issues related to HBT and its second generation blood substitute,
HemoTech. In no event shall you be held liable for any actions taken by
or on behalf of HBT as a result of your services. HBT hereby agrees to
defend, indemnify and hold you harmless for any loss, claim, damage or
liability of whatsoever kind, which may arise in connection with your
services as described in this agreement, except for any loss, claim
damage or liability arising under Sections 4 and 5 of this agreement.
3. TIME AND COMPENSATION: You shall make yourself available for services
by telephone calls, as well as at least one meeting every other month
which can be implemented by telephone conference calls, one annual
meeting at the company's facility plus additional meetings if your
schedule permits. Upon signing this agreement you will receive a fee of
$1500 per month to be paid at the end of each month and nonqualified
stock option to purchase 15,000 shares of Common Stock of HBT at an
exercise price per share of $0.85. In addition, at the end of each year
of service on the advisory board, you will be granted an additional
nonqualified stock option to purchase 5,000 shares of Common Stock of
HBT at an exercise price equal to the then market value of the Common
Stock. In each case, 25% of the Common Stock underlying the option
shall become exercisable on
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the first anniversary of the option grant, provided you are still
serving on the advisory board on such date, and the balance of the
Common Stock underlying the option shall become exercisable in a series
of 36 successive equal monthly installments upon your completion of
each additional month of service on the advisory board over the
36-month period measured from the one-year anniversary date of the
option grant. The options will be issued pursuant, and subject to, the
terms of the HBT stock option plan which will be provided separately.
All reasonable expenses incurred by you during the course of your
service as an advisory board member will be reimbursed by HBT within 45
days after submission by you of appropriate receipts documenting such
expenses.
4. INVENTIONS: Any inventions that you discover or develop related to
HBT's business while performing services for HBT hereunder, shall be
the property of HBT unless otherwise specified (such as joint discovery
and/or development, which will be agreed upon by both parties).
5. CONFIDENTIALITY: Confidentiality is the essence of this agreement. You
agree to keep in confidence and not disclose any part of the
Confidential Information. "Confidential Information" means information,
whether or not originated by HBT, and whether or not reduced to
writing, which is used in HBT's business and is (i) confidential to,
about or created by or for HBT or any of HBT's customers, licensors or
suppliers; (ii) gives HBT some competitive business advantage or the
opportunity of obtaining such advantage or the disclosure of which
could be detrimental to the interests of HBT; (iii) designated as
Confidential Information by HBT, or from all the relevant circumstances
should reasonably be assumed by you to be confidential and proprietary
to HBT; or (iv) not generally known by non-HBT personnel. Confidential
Information does not include information which (i) is or becomes public
knowledge through no fault of your own (effective only after such
information has become public knowledge); (ii) you can demonstrate was
known by you prior to October 14, 2004; (iii) is disclosed to you by a
third party who is not subject to any restriction on disclosure by HBT;
and (iv) you can demonstrate was developed by you independently without
benefit of, or based on, the disclosures made hereunder.
Both parties will decide on patent opportunities for products
discovered and/or developed jointly before my decision to publish the
data is made. Any unpublished material or technology that is received
by HBT from you that was developed by you prior to or outside of the
duties of this advisory agreement will be. considered confidential by
HBT and its advisors and agents. Either party may request return of all
material deemed Confidential Information upon the termination of this
agreement. Neither party will exclude the other from advisory,
collaborative or business agreements in other fields so long as these
arrangements do not violate the confidentiality obligations under this
agreement. The confidentiality obligations of each party pursuant to
this Section 5 shall survive the termination of this agreement for any
reason whatsoever.
6. This agreement represents the entire agreement between the parties with
respect to its subject matter.
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If the foregoing represents your understanding of our agreement, please sign and
return the enclosed copy of this letter.
Best Regards,
Hemobiotech, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Ph.D.
Chairman and CEO
Accepted and Agreed:
By: /s/ Xxxxxxxx Xxxxxx, M.D.
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Xxxxxxxx Xxxxxx, M.D., FAAP
