CONSULTING AGREEMENT
This Consulting Agreement effective September 1st , 2001 ("Effective
Date") by and between Lexon Inc. and Oklahoma Corporation hereinafter referred
to as "Company" or "Lexon" on one hand and Xx. Xxxxxx Xxxxxxxxxx hereinafter
referred to as "Consultant" or "Xx. Xxxxxxxxxx" on the other.
RECITALS
WHEREAS, the Company has supported the consultant's research since July
of 1998.
WHEREAS, the Company has an exclusive licensing agreement of certain
intellectual property invented by Consultant in connection with a Research and
License Agreement, dated July 1, 1998 with North Shore University Hospital
Research Corporation (NSUH) and a subsequent agreement.
WHEREAS, the Company has the exclusive license for the
commercialization of the ebaf assay for the following purposes; (a) diagnostic
screening test for colon cancer; (b) diagnostic screening test for ovarian
cancer; (c) diagnostic screening test for bladder cancer; (d) Method for
inducing growth and enhancing survival of nervous tissue; (e) Inhibition of
TGF-Beta and Uses Thereof [US09/679,971]; and (f) Method for Promoting Hair
Growth
WHEREAS, Lexon has engaged an independent third party Docro Inc. for
the commercialization of the ebaf assay technologies described above.
WHEREAS, Lexon has fulfilled all terms of the NSUH Agreement whereby
the parties have executed general releases.
WHEREAS, Lexon desires to retain consultant to contain his research and
to attempt to validate the technologies above and other duties as set forth
below.
WHEREAS, Xx. Xxxxxxxxxx'x has been previously employed by NSUH, and
that NSUH has no rights to the inventions or research developed under this
Agreement.
WHEREAS, the Consultant's research is more specifically set forth in
his research proposal which is attached and made apart hereof as exhibit "A".
NOW THEREFORE, in consideration of the mutual agreements and promises
recited herein, and for other good and valuable consideration, receipt and
sufficiency which is hereby acknowledged, the parties agree as follows:
1. Engagement. The Company engages the Consultant and Consultant accepts the
engagement form the Company to continue the research and development of the
ebaf assay.
2. Scope of Engagement. The Consultant agrees to devote his full time good
faith efforts to continue the research and development and validation of
the uses of the ebaf assay and such other duties and tasks as may be
assigned by the Company from time to time.
3. Term of Engagement. The Consultant shall be engaged on a month by month
basis. The parties agree to use reasonable efforts to ensure the
consultant's employment at an academic institution or commercial research
facility which is agreeable to Consultant.
4. Duties. The Consultant duties shall include its best efforts to validate
the Research Technology as defined in paragraph twelve below. Any test,
trials, studies or other activities in furtherance of the Consultant's
duties shall be carried out in accordance with the FDA good Laboratory
Practices and in a matter acceptable to relevant health authorities.
5. NIH Grant. The Consultant agrees to uses his best efforts in order to
obtain an NIH Grant for the research set forth in this agreement.
6. Compensation. The Company agrees to compensate the Consultant at a rate of
Sixteen thousand six hundred sixty-six dollars thousand dollars
($16,666.00) per month.
7. Moving Expenses. The Company agrees to pay all reasonable moving expenses
for Xx. Xxxxxxxxxx.
8. Facility Expenses. The Company agrees to pay expenses for the Consultant's
research facilities. These expenses are subject to the Company's prior
written approval.
9. Facility. Any such research facility shall comply with all state and
federal law including but not limited to FDA guidelines.
10. Employment Benefits. The Consultant agrees that he shall have no
participation in any employee benefit programs now in effect or hereafter
established by the Company, and Consultant shall not be entitled to
participate in health, accident, and life insurance programs, vacation
benefits, and pension, profit sharing or other employee benefits.
11. Taxes. The Consultant is responsible for all local, state and federal taxes
due and owing under this Agreement.
12. Independent Contractor. The Consultant is deemed to be an independent
contractor and not an employee, partner, joint venturer or other
representative of the Company.
13. Title. It is hereby agreed that all right, title and interest, in and to
the Research Technology shall vest in the Company, and in and to any
drawings, plans, diagrams, and other documents containing Research
Technology shall vest solely in the Company. Research Technology shall be
defined as Xx. Xxxxxxxxxx'x (or Consultant's) research for validation that
lefty can be used for the diagnosis and/or treatment of various forms of
human cancer, the treatment of fibrotic disorder and the treatment of hair
loss. At the request of the Company the Consultant shall take all necessary
steps to give full effect to said right, title and
interest of the Company including but not limited to, the execution of any
documents which may be required to record such title, right and interest
with the appropriate agency or government office.
14. New Inventions. Any new inventions, including inadvertent inventions shall
be the owned by the Company, subject solely to the patent rights of the
U.S. Government and its agencies, as set forth in Title 35 U.S.C.ss.200 et
seq. for funding and assistance received if and when a grant is obtained as
set forth in paragraph four.
15. Patents. The Company will an assignment for all patents filed by Xx.
Xxxxxxxxxx covering his new inventions. The Consultant will promptly
disclose to Lexon in writing any inventions, which constitute potential
patents. The parties will consult with each other regarding the prosecution
of all patent applications with respect to the Research Technology. The
Company may refuse the assignment of any patent in writing upon the
Consultant's disclosure. After such refusal the Company shall not be
responsible for the patent related fees. The Consultant shall take all
necessary steps to give full effect to said right, title and interest of
the Company including but not limited to, the execution of any documents
which may be required to record such title, right and interest with the
appropriate agency or government office. The Company and Consultant shall
assist, and cause their respective employees and consultants to assist each
other, in assembling inventorship information and data for the filing and
prosecution of patent applications on inventions pertaining to the Research
Technology.
16. Royalties. The Company agrees to further compensate the inventor with a
four percent (4%) royalty of the net proceeds for the Company's net sale of
any Research Products. Research Products shall be defined any product
developed for commercial use from the Research Technology. The four percent
(4%) royalty shall further entitle the Consultant to four percent (4%) of
the net proceeds of any grant of license agreement for the Research
Technology to third parties. The term net proceeds, shall entitle the
Company to deduct all reasonable expenses associated with the development,
marketing, sale, management and related fees and expenses of the Company
consistent with its current accounting practices.
17. Research Papers and Articles. The Consultant shall not publish any research
publication concerning his research without the Company's prior written
approval. The Company shall not unreasonably withhold such approval. The
Company further agrees to review all publications within four weeks of
receipt.
18. Research Updates. The Consultant shall provide quarterly updates to the
Company, which sets forth in detail the progress in the research and
development for the quarter.
19. Publicity/Public Relations. The Company shall issue public statements and
or press rel3eases based upon the researcher's progress from time to time
at it's sole discretion, subject to the Consultants written verification
for the accuracy of the public statement.
20. Continuation. This Agreement may continue beyond it original terms upon
written consent of both parties.
21. Governing Law and Venue. This contract shall be deemed to be executed in
the state of Oklahoma. Therefore, Oklahoma law shall govern any dispute
arising
hereunder. Furthermore, the parties hereby agree that Tulsa County,
Oklahoma shall be the exclusive venue for any such disputes.
22. Relation of the Parties. This Agreement does not and shall not constitute
an agency, partnership or joint venture between the parties. Neither party
shall hold itself out as an agent of the other party. Neither Lexon nor
Stony Brook shall have the right to bind or obligate each other.
23. Assignment. No party shall have the right to assign this Agreement to a
third party without the other parties prior written consent. This Agreement
will be recognized in the event of a merger, acquisition of these entities
or a substantial portion of their assets.
24. Waiver. No action by the parties shall constitute a waiver from any
provision of this Agreement unless duly signed by both parties to this
Agreement.
25. Severability. If any potion of this Agreement is held invalid, illegal or
unenforceable the remainder shall be in full force and effect.
26. Headings. Headings are for reference only and shall have no effect on the
meaning of any provision of the Agreement.
27. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes all previous agreements, promises,
representation, proposals and understandings whether written or oral.
IN WITNESS WHEREOF, the parties have executed this the 1 day of September,
2001.
/s/ Xxxxxxx Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
Lexon, Inc.
