Draft of 12/20/96
IXION
Consulting Agreement
This Consulting Agreement (the "Agreement"), dated December , 1996, is
between Ixion Biotechnology, Inc., a Delaware corporation with offices at
00000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, 00000 ("Ixion," the "Company," or
"we") and Brandywine Consultants, Inc., a corporation with
offices at 000 Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxx, XX 00000 ("Brandywine").
1. Brandywine will perform such consulting services as Ixion may
request during the term of this Agreement in connection the strategic planning
and execution of Ixion's drug and device development efforts including the
following:
Preparation of the Drug Development Plan.
Evaluation of needs and capabilities for each product/program.
Assistance and advice regarding research and development priorities
relating to each candidate product.
Cost analysis with respect to outsourcing vs. internalization of
specific activities such as analysis and manufacture of candidate
products.
Assessment of potential alternatives for the analysis,
characterization, and manufacture of candidate products to achieve
the most cost effective strategies not compromising product or
program quality.
Development of timelines and budgets for product development and
clinical/approval studies for candidate products.
Assist in corporate development and financing.
Representation of Ixion at relevant xxxx shows, scientific meetings,
etc., upon prior request.
Prepare for, attend, present, and be responsible for regulatory
meetings.
Serve as the Responsible Head with respect to the regulation of Ixion
products and the compliance of Ixion with current Good Manufacturing
Practices and other relevant regulations.
Prepare Ixion's Master Plan.
2. In full compensation for Brandywine's services and agreements
hereunder, Ixion will pay up to $5,000 per month, payable within 10 business
days of the receipt of an invoice. Invoices will be sent monthly in
accordance with Ixion's Billing Policy and Procedure. Brandywine will devote
not less than xxxx hours per month to the Ixion engagement. In addition,
Ixion will reimburse Brandywine for all reasonable traveling and living
expenses incurred while a Brandywine associate is away from his or her normal
regular place of business at our request and are engaged in the performance of
services for us under this Agreement. Brandywine will submit invoices
promptly showing any disbursements for reasonable and necessary expenses
incurred on this engagement. Expenses which would be reasonably expected to
exceed $1,000.00 shall be reported to Ixion by Brandywine in advance of any
expense commitment.
3. The manner in which Brandywine render services to us will be within
its sole control and discretion.
4. Brandywine will observe our rules, policies, and regulations with
respect to scientific and other conduct and the health, safety, and protection
of persons and property, while on our premises or performing services under
this Agreement. Brandywine will comply with all governmental laws,
ordinances, rules and regulations applicable to Brandywine's services
hereunder, or to the performance thereof.
5. All patentable and unpatentable inventions, discoveries,
intellectual property and ideas, which are made, conceived, or written by
Brandywine during the term of this Agreement and arising out of work and
services performed under this Agreement, shall be our sole and exclusive
property throughout the world. Promptly upon conception of such invention,
discovery, or idea, Brandywine will disclose it to us, and we shall have full
power and authority to file and prosecute patent applications throughout the
world thereon and to procure and maintain patents thereon. Brandywine shall,
at our request and expense, execute documents and perform such acts as our
counsel may deem advisable, to confirm in us all right, title, and interest
throughout the world, in and to, such invention, discovery, or idea, and all
patent applications, patents, and copyrights thereon, and to enable and assist
us in procuring, maintaining, enforcing and defending patents, xxxxx patents,
copyrights, and other applicable statutory protection throughout the world on
any such invention, discovery, or idea which may be patentable or
copyrightable.
6. All information and know-how which Brandywine in any way obtain from
us and all inventions, discoveries, and ideas which shall become our property
pursuant to paragraph 5 hereof, shall be held secret and confidential by
Brandywine and shall not be used or revealed by Brandywine unless, until, and
to the extent we shall consent thereto in writing, or such information, know-
how, inventions, discoveries, and ideas are generally available to the public
through no action or inaction of Brandywine's.
7. Brandywine will not disclose to us any knowledge, information,
inventions, discoveries, or ideas which Brandywine possess under an obligation
of secrecy to a third party.
8. Brandywine do not have any express or implied obligation to a third
party which in any way conflicts with any of Brandywine's obligations under
this Agreement.
9. It is understood that we will have the royalty-free and unrestricted
right to use and disclose to third parties, any unpatented information, know-
how, inventions, discoveries, and ideas disclosed to us by Brandywine in the
course of Brandywine's services under this Agreement.
10. All written information, drawings, documents, and materials
prepared by Brandywine in the course of Brandywine's service hereunder shall
be our sole and exclusive property, and will be delivered to us by Brandywine
promptly after expiration or termination of this Agreement, together with all
written information, drawings, documents, and materials, if any, furnished by
us to Brandywine in connection with Brandywine's services hereunder and not
consumed by Brandywine in the performance of such services.
11. Brandywine assume all risk and liability for loss of, or damage to,
Brandywine's property, and for personal injury, sickness and/or disease,
including death resulting therefrom, sustained by Brandywine, if or where such
loss or damage is incurred or such injury, sickness, or disease is sustained,
in connection with the presence of a Brandywine consultant on our property
and/or any services hereunder, unless caused by our negligence or the
negligence of our employees or agents.
12. During the period of this Agreement, and for the two years
thereafter, Brandywine will not, directly or indirectly, engage in any
business which is substantially competitive with any business then actively
being conducted by us, or known to Brandywine to be contemplated by us in the
near future, nor will Brandywine consult with or advise any such directly
competitive business or otherwise, directly or indirectly, engage in any
activity which is substantially competitive with or in any way adversely
affects any material activity of ours.
13. The term of this Agreement shall commence on December xx, 1996, and
shall terminate upon thirty days notice by either party, unless sooner
terminated in accordance with the terms of this Agreement.
14. The provisions of paragraphs 5, 6, 9, 10, and 11 shall survive and
continue after expiration or termination of this Agreement.
15. Any assignment by Brandywine of this Agreement or of any of the
rights or obligations hereunder, without our written consent, shall be void.
No modifications of this Agreement or waiver of any of the terms or conditions
contained hereunder shall be binding unless in writing and signed by both
parties. This Agreement shall be governed by the laws of the State of
Florida.
IN WITNESS THEREOF, the parties have signed this Agreement as of the
date first above mentioned.
Ixion Biotechnology, Inc. Brandywine Consultants, Inc.
By By
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx, Ph.D.
Chairman and Chief Executive Officer President
consult.bci
