June 18, 2001
Xxxxxx X.X. Xxxxxxx, Ph.D.
Director, Center for Microbial Diseases
and Host Defense Research
University of British Columbia
#000 0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
Re: Consulting Agreement
Dear Xx. Xxxxxxx:
We are pleased that you are willing to engage in a consulting relationship with
Helix BioMedix, Inc. ("Helix") as a member of our Scientific Advisory Board
("SAB"). We believe that your expertise will help us meet our research and
development goals.
Your consultantship with us shall be on the following terms:
1. This agreement shall be effective as of the date of your acceptance
hereof and shall terminate three years thereafter. However, this agreement may
be terminated at any time by you or by Helix upon thirty (30) days advance
written notice to the other.
2. Your position shall be that of an independent contractor and not an
employee or agent of Helix. During the term of this agreement, you agree to be
available to Helix on an "as requested" basis, which we both expect to be
several times during each month.
3. In consideration of your SAB related consulting services rendered to
Helix (as specified in paragraph 4 below), Helix will, upon your execution of
this Agreement, compensate you as follows:
o Helix will grant to you a warrant to purchase 10,000 shares of Helix's
common stock with a purchase price of $1.50 per share and ten-year
term. Then, on each annual anniversary of the date of your acceptance
of this agreement, Helix will grant to you an additional warrant to
acquire up to 10,000 shares of Helix's common stock with a purchase
price equal to the then fair market value as determined by Helix's
Board of Directors. Specifically, if you attend all SAB meetings
during the 12 months prior to the contract anniversary, the Company
will grant you a warrant to purchase 10,000 shares. If you attend
Xxxxxx X.X. Xxxxxxx, Ph.D.
June 18, 2001
Page 2
fewer than all of the scheduled meetings during that year, the Company
will grant you a warrant to purchase 2,500 shares for each meeting
attended, up to a maximum of 10,000 shares.
o Helix will pay you $2,000 (U.S.) for each month that you provide
services hereunder.
o Helix will reimburse you for the reasonable out-of-pocket costs
attributable to your attendance of SAB meetings.
4. Your services as a SAB member will primarily be as follows:
o attend periodic SAB meetings as requested by Helix management;
o provide your expertise as a member of SAB subgroups, established to
address specific issues or concerns identified from time to time;
o assist in identifying and evaluating third party opportunities
(including research and development) in related technologies, subject
to paragraph 6 below;
o critically evaluate Helix's research and development programs;
o advise Helix scientists in research strategy and direction;
o assist Helix scientists with investigating and understanding
mechanisms of action; and
o review progress of Helix's specific projects and research and
development efforts with management.
Helix employees or agents may consult with you individually, by telephone or
facsimile or provide documents for your review and analysis. You will be engaged
by Helix as a consultant for the exchange of ideas only and shall not direct or
conduct research for or on behalf of Helix.
5. In addition, you have agreed to assist Helix in its efforts to license
certain intellectual property from the University of British Columbia. In
consideration of your assistance to Helix in this matter, Helix will, upon the
execution of a license agreement upon substantially the terms contained in the
term sheet attached hereto as Schedule A grant to you a warrant to purchase up
to 250,000 shares of Helix's common stock at a purchase price of $1.50 per share
with a ten-year term. The right to purchase shares upon exercise of the warrant
will vest ratably over six (6) six-month intervals commencing on the date that
is six months after the later of (i) the date of the License Agreement, or (ii)
Xxxxxx X.X. Xxxxxxx, Ph.D.
June 18, 2001
Page 3
the date upon which all of the patents referred to in the License Agreement have
been issued so that you will be entitled to purchase 41,667 shares for each
six-month period following the relevant trigger date of the License Agreement.
6. You shall not disclose to others or utilize for your own research,
without Helix's written consent, any unpublished information concerning Helix's
scientific or business interests with which you become familiar in your contacts
with us. Similarly, you shall not: (1) disclose to others the results of any
specific nature of your consulting work for Helix; or (2) use any unpublished or
proprietary information provided to you by Helix for purposes other than
providing consulting services to Helix. Your obligations under this paragraph
shall continue beyond termination of this agreement insofar as they relate to
your activities under this agreement prior to its termination.
7. If in connection with your consultantship, you contribute as an inventor
(as determined by applicable laws regarding inventorship) to any invention for
Helix, you shall assign your right, title and interest in the invention,
domestic or foreign, to Helix, signing all papers, executing all oaths, and
doing everything necessary and proper to assign to Helix domestic and foreign
rights to said inventions.
Helix will compensate you for any expense you incur in assigning, obtaining,
maintaining, and enforcing any patent covering any invention for which you are a
named inventor, as set forth above. Helix will also reasonably and fairly
compensate you for time which you may spend subsequent to the termination of
this agreement in securing or enforcing Helix's rights in the invention. These
obligations shall continue beyond the term of this agreement.
It is our understanding that you have no preexisting obligations which are
inconsistent with your acceptance of the foregoing terms or which would preclude
your complete performance under the above terms. If our understanding is correct
and if you accept the
Xxxxxx X.X. Xxxxxxx, Ph.D.
June 18, 2001
Page 4
foregoing terms, please so indicate by signing, dating, and returning to us the
enclosed duplicate counterpart original of this letter, along with the stock
purchase agreement.
We look forward to your continued association with us.
Sincerely,
HELIX BIOMEDIX, INC.
/s/ R. Xxxxxxx Xxxxxx
----------------------------
R. Xxxxxxx Xxxxxx, President
Accepted and Agreed to this day of , 2001.
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/s/ Xxxxxx X.X. Xxxxxxx
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Xxxxxx X.X. Xxxxxxx, Ph.D. Social Security No.
RSB:bre
Enclosure
