EXHIBIT 10.6
AGREEMENT FOR CONSULTING SERVICES
This Agreement for Consulting Services (this "Agreement") is made by
and between Millennium Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxxx (the "Consultant") as of August 1, 2005 (the
"Effective Date").
1. SERVICES. In accordance with the terms and conditions contained in
this Agreement, commencing as of the Effective Date, the Consultant shall
provide the Company with strategic advice and services relating to the
Consultant's expertise and knowledge of the Company and the biopharmaceutical
industry. Specifically, the parties anticipate that the Consultant will support
Xxxxxxx Xxxxxxx in her new role as the Company's Chief Executive Officer.
2. TERM. Unless terminated in accordance with the provisions of
paragraph 7 hereof, this Agreement shall remain in force, and the services
provided by the Consultant to the Company shall be performed until December 31,
2005, after which date the parties may, on a quarterly basis, extend the term of
services provided by the Consultant to the Company, by mutual written consent
and upon terms and conditions mutually agreeable to the parties.
3. PAYMENT FOR SERVICE RENDERED. For providing the consulting services
as described herein, the Company shall pay the Consultant at a rate of $16,000
per month. The parties currently anticipate that the Consultant will perform an
average of approximately one day of consulting services per week. The consulting
fees shall be paid monthly. In addition, the Company shall reimburse the
Consultant for all reasonable business expenses he incurs in performing
consulting services hereunder, pursuant to the Company's regular business
practices.
4. NATURE OF RELATIONSHIP. The Consultant is an independent contractor
and will not act as an agent nor shall he be deemed an employee of the Company
for the purposes of any employee benefit programs, income tax withholding, FICA
taxes, unemployment benefits or otherwise. The Consultant shall not enter into
any agreement or incur any obligations on the Company's behalf, or commit the
Company in any manner without the Company's prior consent.
5. INVENTIONS, PATENTS AND TECHNOLOGY.
(a) The Consultant shall promptly and fully disclose and assign and
transfer to the Company any and all inventions, improvements, discoveries,
developments, original works of authorship, trade secrets, or other intellectual
property ("Proprietary Information") which relate to the business of the Company
and which are conceived, developed or reduced to practice by the Consultant as a
direct result of the performance of the consulting services performed for the
Company hereunder ("Covered Proprietary Information"). The Consultant shall
treat all Covered Proprietary Information as the confidential information of the
Company. Except as otherwise provided, the Company shall be the sole owner of
any and all Covered Proprietary Information, including all patents that may
result therefrom, and Consultant shall have no right to use the Covered
Proprietary Information for any purpose whatsoever other than to perform
services for the Company hereunder. Consultant shall execute any and all
documentation requested by the Company in connection with the foregoing.
(b) If the Consultant conceives, develops or reduces to practice, in
the performance of the consulting services hereunder, Proprietary Information
that does not relate to the business of the Company (as then conducted or as
then proposed to be conducted), the Consultant and the Company shall review
whether such Proprietary Information would be appropriate for development within
the Company and, if they conclude such development would be appropriate, shall
in good faith negotiate the terms and conditions upon which the Company would
obtain rights to such Proprietary Information.
6. CONFIDENTIALITY. The Consultant agrees that he shall not use (except
for the Company's benefit) or divulge to anyone either during the term of this
Agreement or for five (5) years thereafter any of the Company's trade secrets,
Covered Proprietary Information or other confidential or proprietary data or
information of any kind whatsoever ("Company Information") acquired by the
Consultant in carrying out the terms of this Agreement. The Consultant further
agrees that upon completion or termination of this Agreement, he will turn over
to the Company, or make such disposition thereof as may be directed or approved
by the Company, any notebook, data, information or other material acquired or
compiled by the Consultant in carrying out the terms of the Agreement.
Notwithstanding the foregoing, the Consultant shall be free to retain and
disclose any results, information, discoveries, inventions, notebooks, data or
other material which has been acquired by Consultant outside of this Agreement.
Consultant further agrees that he will not disseminate and/or publish any
research results, information, discoveries, inventions or data conceived or
developed in the course of any work sponsored by the Company at any medical
institution or any institution of higher learning, except as directed or
authorized in the course of performing services to the Company hereunder.
Consultant shall not divulge Company Information to any person unless such
person shall have executed a confidentiality agreement with the Company.
7. TERMINATION. The Company may terminate this Agreement for cause,
defined as the Consultant's (a) willful misconduct with regard to the Company
that is materially injurious to the Company; (b) failure to provide consulting
services reasonably requested by the Company; (c) the Consultant's conviction
of, or plea of nolo contendere with respect to, a felony or a crime involving
moral turpitude; or (d) material breach of any agreement (including this
Agreement) with the Company to the extent such breach, if capable of cure,
remains uncured thirty (30) days after the Consultant's receipt of written
notice thereof from the Company. The Consultant may terminate this Agreement at
his convenience by written notice given sixty (60) days prior to the date of
such termination. Such termination shall be effective in the manner and upon the
date specified in said notice. The provisions of Paragraph 7 above shall survive
any termination or expiration of this Agreement.
8. CONSULTANT'S COVENANTS. Consultant hereby covenants and agrees that,
during the term of this Agreement, Consultant will not perform consulting
services for any person or entity that would create a clear conflict of interest
for the Consultant relative to the Consultant's services to the Company.
9. MISCELLANEOUS.
(a) No failure on the part of either party to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right or
remedy granted hereby or by any related document or by law.
(b) Neither the Consultant nor the Company shall publicly disclose the
contents or existence of this Agreement without giving reasonable prior notice
thereof to the other party.
(c) This Agreement shall be deemed to be a contract made under the law
of the Commonwealth of Massachusetts and for all purposes it, plus any related
or supplemental documents and notices, shall be construed in accordance with and
be governed by the law of such state.
(d) This Agreement may not be and shall not be deemed or construed to
have been modified, amended, rescinded, cancelled or waived in whole or in part,
except by written instruments signed by the parties hereto.
(e) This Agreement constitutes and expresses the entire agreement and
understanding between the parties with regard to the subject matter hereof. All
previous discussions, promises, representations and understandings between the
parties relative to this Agreement, if any, have been merged into this document.
(e) The Consultant may not subcontract any part or all of the services
to be provided without the prior written consent of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
CONSULTANT:
/s/ XXXX X. XXXXX
Xxxx X. Xxxxx
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ XXXXX XXXX
Xxxxx Xxxx
Title: SVP, Human Resources
