EXHIBIT 10.14
AGREEMENT FOR CONSULTING SERVICES
This Agreement is made by and between Pegas Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), and Xxxxxx Xxxxxx (the "Consultant") as
of November 15, 1991.
1. Services. The Consultant shall provide to the Company the services
set forth in Exhibit A in accordance with the terms and conditions contained in
this Agreement.
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 June 30,
1995.
3. Payment for Service Rendered. For providing the consulting services
as defined herein, the Company shall pay the Consultant the amount set forth in
paragraph 4 of Exhibit A. The Company shall reimburse the Consultant for all
approved expenses including travel.
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. 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 during the performance of the consulting services
performed for the Company hereunder. If the Consultant conceives, develops or
reduces to practice during the performance of the consulting services hereunder
Proprietary Information which does not relate to the business of the Company,
Consultant shall give the Company written notice describing such Proprietary
Information in general terms and the Company shall have thirty (30) days from
receipt of such notice to notify the Consultant if it desires rights to utilize
such Proprietary Information in which event the Company and the Consultant shall
in good faith negotiate terms and conditions for the Company to obtain such
rights. The Consultant shall treat all Proprietary Information as the
confidential information of the Company. Except as otherwise provided, the
Company shall be the sole owner of any and all Proprietary Information,
including all patents that may result therefrom, and Consultant shall have no
right to use the 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.
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 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 disclose any
results, information, discoveries, inventions or data 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. Consultant shall not divulge Company Information to any
person unless such person shall have executed a confidentiality agreement
with the Company.
7. Termination. Without limiting any rights which either party may have
by reason of any default by the other party, either party reserves the right to
terminate this Agreement at its 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 6 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, except for his primary employment described
in Section 9, Consultant shall not become employed by or perform consulting
services for any person or entity that is or, as a result of such services,
would become, a competitor in the Company's field of business or otherwise would
create a conflict of interest for Consultant.
9. Primary Employer. The Company and the Consultant recognize that the
Consultant's primary duty is to his current primary employer, and that such
primary employer's policy guidelines and the Consultant's obligations to such
primary employer shall govern in the event a conflict arises with this
Agreement. If Consultant should leave his current primary employer and accept
employment with a similar institution, the guidelines of that institution shall
govern.
10. 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) This Agreement shall be deemed to be a contract made under the
law of the State of California 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.
(c) 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.
-2-
(d) This Agreement, including the exhibits attached hereto and made a
part hereof, constitutes and expresses the entire agreement and understanding
between the parties. 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;
however, the Consultant may, at his own expense, use assistants to accomplish
the services required by this Agreement.
-3-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
CONSULTANT:
/s/ Xxxxxx Xxxxxx
----------------------------------------
(Signature)
Xxxxxx Xxxxxx
----------------------------------------
(Print or Type Name)
(address)
00 Xxxxxxx Xxxxxx
----------------------------------------
Xxxxxx, XX 00000
----------------------------------------
SS# ###-##-####
------------------------------------
PEGAS PHARMACEUTICALS, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Title: V.P. Business Development
-------------------------------------
AGREEMENT FOR CONSULTING SERVICES
EXHIBIT A
1. Description of consulting services: See Attachment #1.
2. Anticipated Number of Days per Month: up to 2 (up to 24 days per
year as required by Company)
3. The Consultant shall report to the Company's CEO, who is currently
Xxxx Xxxxx.
4. Cash Payment for services: $24,000 per year (payable in monthly
installments)
Consultant shall have the right to purchase 440,000 shares of
Common Stock for cash at a price of $.01 per share, vesting over four
(4) years.
ATTACHMENT #1
1. SAB Member
2. Description of Consulting Services:
(a) SAB Membership/Company Activities
- Attend monthly SAB meetings.
(b) Attend outside meetings
- Corporate development meetings.
- Fund raising meetings (i.e. venture capital).
(c) Recruiting
- Interview candidates.
- Referencing on candidates.
