Contract
Exhibit
10.12
AGREEMENT
made as of the 1st day of October, 1993, by and between XXXXXX X XXXXXXX,
MD.,
0000 X. Xxxxxxx Xxx, Xxxxxxx, XX 00000, hereinafter referred to as “Xx.
Xxxxxxx”, and ADVANCE BIOFACTURES CORPORATION, 00 Xxxxxx Xxxxxx, Xxxxxxxx, X.X.
00000, hereinafter referred to as “the Company”.
WHEREAS,
the Company desires to engages Xx. Xxxxxxx as an independent contractor and
not
as an employee to render the services and grant the rights described below
and
Xx. Xxxxxxx desires to render such services and grant such rights, NOW,
THEREFORE, it is agreed:
1. Services.
The
services, to be rendered for an expected average of five hours per month,
are to
assist in arranging for and supervising the clinical testing and development
of
a pharmaceutical product based on Collagenase ABC for the treatment of
Peyronie’s Disease (“Product”), and to exercise his best efforts to obtain for
the Company an approved NDA from the Food and Drug Administration (“FDA”) and
analogous approvals from governmental agencies having jurisdiction outside
the
United States (including the composition of such “expertises” as may be
required) for the marketing and sale of the Product.
2. Term:
The
engagement shall be for a period of twelve months commencing on the date
hereof
and continuing thereafter until terminated by either party on not less than
three months’ prior written notice to the other party at the addresses stated
above or at an address chosen subsequent to the execution of this agreement
and
duly communicated to the party giving notice.
3. Consultations:
Xx.
Xxxxxxx shall be available to render the services described above to the
Board
of Directors, the officers and scientific staff and consultants and members
of
the Scientific Advisory Board of the Company and to clinical investigators
and
personnel of the government agencies having jurisdiction of the subject matter
(a) at his office and (b) at such other places and times as may be designated
by
the FDA and also at places designated by the Company at reasonable times
on
reasonable notice, subject to Xx. Xxxxxxx’x prior commitments, provided that the
Company shall pay reasonable travel expenses and <OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>
per
day.
4. Compensation:
<OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>
5. <OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>
6. Use
Of
Name:
Xx.
Xxxxxxx grants the Company the right to use his name in connection with
documentation prepared during his engagement relating to clinical investigation
and approval of the Product subject to his approval of the scientific content
of
the documentation, which approval shall not unreasonably be
withheld.
7. Confidentiality
and Rights:
Xx.
Xxxxxxx agrees to keep in confidence and except as may be required by law
not to
disclose to anyone any information relating to
the
Product, or the plans or operations of the Company of which he may become
aware
during the engagement, and in particular shall not submit for publication
or
present to any forum information relating thereto without the prior written
consent of the Company and agrees to assign to the Company any inventions,
discoveries or improvements he may make relating to the Product without
additional consideration.
8.
Indemnity
and Insurance:
The
Company will arrange for Xx. Xxxxxxx to be named as an additional insured
on the
Company’s liability policy and will indemnify him against any claim for damages
allegedly caused by the Product unless such claim is based upon his own personal
negligent act or omission.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.
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/s/
Xxxxxx X. Xxxxxxx
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Advance
Biofactures Corporation
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Xxxxxx
X. Xxxxxxx M.D.
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By
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx, President
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Date:
October 5, 1993
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