ENGAGEMENT AGREEMENT
Exhibit 10.1
April 1, 2014
Xx. Xxxxxx Xxxxx
Chief Executive Officer
MediciNova, Inc.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Dear Xx. Xxxxx,
This agreement (together with all attachments hereto, the “Agreement”) is made effective April 8, 2014 and confirms the engagement of van den Boom & Associates, LLC (“we” or “van den Boom”) to assist MediciNova, Inc. (“MediciNova”, “the Company” or “management”) with general accounting services.
Services:
The objective of van den Boom’s services is to assist MediciNova’s management with general accounting services. Services to be provided include but are not limited to:
| • |
Provide an Chief Financial Officer level resource to assist with Finance Department oversight including, but not limited to, reviewing accounting records, coordinating and assisting auditors, budgeting, treasury, Sarbanes Oxley oversight and drafting and reviewing financial statements |
| • |
Provide an Accounting Manager/Controller level resource to assist with day-to-day accounting functions including, but not limited to, preparing and reviewing accounting records, drafting financial statements, coordinating and assisting auditors |
Project team:
The bios of the associates we are proposing to assist MediciNova are included in Attachment A. Although we do not anticipate changes to this team, we do reserve the right to replace a consultant with an equally qualified consultant, if necessary. We do not anticipate that each of these consultants will be assigned to this project on a full time basis.
Fees and Billing:
Van den Boom will xxxx MediciNova based on work performed at the following rates:
| Accounting Manager Resource |
$135/hr | |
| Controller Resource |
$150/hr | |
| CFO Resource |
$225/hr |
| van den Boom & Associates, LLC |
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| 0000 Xxx Xxx Xxxxxxx Xx. #000 |
xxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx | |
| Xxx Xxxxx, XX 00000 |
(000) 000.0000 phone |
In the event of an audit, investigation, or other proceeding, relating to MediciNova’s business records by a third party, van den Boom will use commercially reasonable efforts to assist MediciNova, at its then prevailing hourly rates.
No Solicitation for Employment:
MediciNova recognizes that during the course of business, MediciNova will come in contact with van den Boom employees and contractors (“staff”). MediciNova further recognizes and agrees that van den Boom has made a considerable investment in its staff. Therefore, during the term of this agreement and for a period of six months thereafter, MediciNova shall not solicit the employment, employ, engage as a consultant, or engage in any other capacity, the services of any person who is then or was within the immediate preceding six months a staff of van den Boom. In addition to other remedies available in law or in equity, MediciNova agrees that for each individual employed or engaged by MediciNova in violation of this Agreement, MediciNova shall pay to van den Boom liquidated damages of an amount equal to 50% of the Van den Boom staffs’ annual salary or compensation.
Permission to Use Logo or Registered Xxxx:
MediciNova by and through its undersigned authorized representative, hereby gives permission for van den Boom to publish and/or use its company logo or registered xxxx and/or company name for reasonable purposes connected with the business of van den Boom on behalf of the Company. It is also understood that van den Boom may use said logo or xxxx and/or name as a reference for advertising relating to van den Boom’s services and portfolio of clients. The Company hereby releases van den Boom from all liability relating to the publication or use of the logo/xxxx and/or the company’s name.
Confidentiality:
Van den Boom agrees to maintain in confidence and not disclose or use any proprietary information or know-how belonging to MediciNova.
Termination:
The term of this agreement is intended to be through March 31, 2015 at which time a new engagement agreement must be executed. Either party may terminate the services arrangement between van den Boom and MediciNova (i) upon 30 days advance written notice to the other party or (ii) immediately upon a material breach of this Agreement by the other party and a failure by the other party to cure such breach within 10 days of written notice thereof by the non-breaching party to the breaching party. Upon any termination of the services or this Agreement, the Company shall pay van den Boom for all work-in-progress, services already performed and expenses incurred by us up to and including the effective date of such termination.
To the extent that van den Boom agrees to perform services for a subsequent fiscal year, the terms and conditions set forth in this Agreement shall apply to the performance of such services, except as specifically modified, amended or supplemented in writing by the parties. Changes in the scope of the services and estimated fees for such services in subsequent fiscal years will be communicated in supplemental agreements.
| van den Boom & Associates, LLC |
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| 0000 Xxx Xxx Xxxxxxx Xx. #000 |
xxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx | |
| Xxx Xxxxx, XX 00000 |
(000) 000-0000 phone |
Indemnification:
MediciNova shall indemnify and hold harmless van den Boom and its officers, directors, shareholders, partners, members, managers, agents, employees and affiliates from any and all claims, costs, expenses or liabilities, including, but not limited to, attorneys’ fees, arising from or in any manner connected with any and all acts performed by van den Boom on behalf of MediciNova pursuant to the terms of this engagement agreement and for any acts or decisions made in good faith while performing services for MediciNova pursuant to this engagement agreement; provided, however, that van den Boom shall not be entitled to indemnity for any claims related to gross negligence or misconduct on the part of van den Boom and its officers, directors, shareholders, partners, members, managers, agents, employees and affiliates.
Van den Boom appreciates the opportunity to be of assistance to the Company. If this Agreement accurately reflects the terms on which the Company has agreed to engage van den Boom, please sign below on behalf of the Company and return it to Xxxxxx van den Boom, 0000 Xxx Xxx Xxxxxxx Xx. #000, Xxx Xxxxx, XX 00000.
| Very truly yours, | ||
| /s/ Xxxxxx van den Boom
| ||
| Xxxxxx van den Boom | ||
| Owner, van den Boom & Associates LLC | ||
| Agreed to and accepted on behalf of: MediciNova, Inc. | ||
| By: |
/s/ Xxxxxx Xxxxx | |
| Xx. Xxxxxx Xxxxx | ||
| Chief Executive Officer | ||
| van den Boom & Associates, LLC |
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| 0000 Xxx Xxx Xxxxxxx Xx. #000 |
xxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx | |
| Xxx Xxxxx, XX 00000 |
(000) 000-0000 phone |
ATTACHMENT A
Xxxxxx van den Boom, CPA - CFO
Xxxxxx van den Boom brings over thirteen years of accounting and auditing experience to van den Boom & Associates, including most recently having worked with Ernst & Young LLP as a Senior Manager in their San Diego office’s audit practice. Xxxxxx has extensive experience working with public companies both in the biotechnology and technology industries assisting them with complex accounting and auditing matters such as revenue recognition, product launches, debt and equity transactions, complex valuations and implementation of SOX 404. During her tenure with Ernst & Young LLP, Xxxxxx gained significant experience with SEC filings and registration statements including initial public offerings, secondary offering, and debt offerings. In addition to extensive public company experience, Xxxxxx has worked closely with many early stage, venture backed companies, including working with several through their successful transition to a public company. Prior to joining Ernst & Young’s audit practice, Xxxxxx worked with Ernst & Young’s internal audit practice where she assisted clients with their SOX 404 implementations, including process documentation, identifying and designing key controls, and test and remediation. Before working in public accounting, Xxxxxx worked as Manager of Accounting with ULR. Xxxxxx received a B.A. in Economics from University of California, San Diego and a M.S. in Accountancy from San Diego State University and is a licensed CPA.
Xxxx X’Xxxx, CPA - Controller
Xxxx X’Xxxx is a licensed CPA in the state of California with six years of accounting and auditing experience. Most recently, Xxxx worked with Ernst & Young LLP (E&Y) as a Senior in the San Diego assurance practice where he performed risk assessment, planning, and management of financial statement audits. His clients ranged in size from closely held, venture capital backed start-up companies to billion dollar SEC registrants. Xxxx served a variety of industries with clients in the technology, biotechnology, real estate and software industries. He has experience with the IPO process through his involvement on two successful IPOs. During his time at E&Y, he evaluated compliance with Xxxxxxxx-Xxxxx Section 404 including review of process documentation, test of control effectiveness and evaluation of deficiencies. Prior to his employment with E&Y, Xxxx worked for a local tax accounting firm in San Diego. He was responsible for the preparation of corporate, partnership and personal income tax returns and the organization of client data for workpaper documentation. Xxxx received a Bachelor’s degree in Accountancy from the University of San Diego.
Xxxxx Xxxxxx, CPA
Xxxxx recently joined van den Boom after beginning her career with Ernst & Young LLP in the San Diego office’s audit practice where she was responsible for performing risk assessments, audit planning, and performing financial statement audits as well as all aspects of audits of internal controls over financial reporting including review of process documentation, evaluating the design and operating effectiveness of internal controls over financial reporting, and assessing control deficiencies. Amber served a variety companies including those in the medical device, defense, and technology industries. Her clients ranged in size from small private companies to billion dollar SEC registrants. Amber received a Bachelor’s degree in Business Economics and a minor in Accounting from the University of California, Los Angeles and is a licensed CPA.
| van den Boom & Associates, LLC |
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| 0000 Xxx Xxx Xxxxxxx Xx. #000 |
xxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx | |
| Xxx Xxxxx, XX 00000 |
(000) 000-0000 phone |
