EXECUTIVE EMPLOYMENT AGREEMENT URIGEN HOLDINGS INC.
URIGEN
HOLDINGS INC.
| PRIVATE AND CONFIDENTIAL |
As
of May 1,
2006
|
Xxxxx
Xxxx
000
Xxxxx
Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx
00000
XXX
Dear
Xx.
Xxxx:
Re:Terms
of Employment with URIGEN HOLDINGS INC. (the "Company")
This
Agreement confirms the terms and conditions of your employment by the
Company
and will constitute your employment agreement. Those terms and conditions are
set out
below:
| 1. |
Position
and Duties. You
will be employed by and will serve the Company as its Vice President,
Sales, Marketing and Corporate Development, having the duties and
functions customarily
performed by, and have all responsibilities customary to, a vice
president, sales,
marketing and corporate development of a corporation engaged in a business
similar
to that of the Company, including those duties and functions particularly
described
in Schedule
A attached
to this Agreement. You will report directly to the President
and Chief Executive Officer of the Company. Your duties and functions
pertain
to the Company and any of its subsidiaries from time to time and may
be
varied or
added to from time to time by the President and Chief Executive Officer,
at his discretion,
exercised reasonably. You will devote the amount of your working time,
attention
and energies to the business and affairs of the Company required to
discharge the
performance of your duties, and in any event no less than 80% of your
working time.
|
| 2. |
Term.The
terms and conditions of this Agreement will have effect as of and from
May
1,
2006 (the "Effective
Date") and
your employment will continue until terminated as provided in this
Agreement (the "Term
of Employment").
|
| 3. |
Base
Salary. The
Company will pay you a base salary (the "Base
Salary") in
the amount of
CDN$188,800 per year, payable monthly, and will transfer or cause
to be
transferred to
you 360,000 Common shares (the "Trust
Shares") from
the Urigen 2005 Incentive Stock
Purchase Plan Trust. The Company will have no obligation to pay the
Base
Salary to you or transfer or cause to be transferred the Trust Shares
to
you, nor will any Base Salary
or other compensation accrue to you pursuant to this Agreement, until
the
Company
has completed offerings of its equity securities raising aggregate
gross
proceeds
of at least CDN$5 million in addition to any proceeds raised by the
Company up
to the Effective Date.
|
Your
Base
Salary and other compensation and taxable benefits received under this
Agreement
or in respect of your employment will be subject to the withholding of all
applicable
statutory deductions. All Trust Shares issued to pursuant to this Section 3
will
be
subject to repurchase by the Company pursuant to Section 17.
| 4. |
Annual
Review. The
Board of Directors (the "Board")
of
the Company or a compensation
committee established by the Board (the "Compensation
Committee") will
review your Base Salary annually. This review will not necessarily
result
in an increase
in your Base Salary and any increase will be in the discretion of the
Board or the Compensation Committee, as the case may
be.
|
| 5. |
Benefits.
Once
the Company has completed offerings of its equity securities raising
aggregate
gross proceeds of at least an additional CDN$5 million, you will be
eligible for health,
medical, dental, accident and life insurance and such other benefits
as
are reasonable
and appropriate for an executive level benefits plan, as determined
by the
Board
from time to time, when such a plan has been secured by the Company.
You
may be
required to provide information and undergo reasonable assessments
of the
insurers in order to determine your eligibility for benefits coverage.
You
hereby acknowledge that coverage
under any benefit plan in effect from time to time is subject to
availability and other
requirements of the applicable insurer and that the components of the
benefits plan may
be amended, modified or terminated from time to time by the Company
in its
sole discretion,
and that this may include terminating or changing
carriers.
|
| 6. |
Vacation.
During
your Term of Employment, you will be entitled to an annual paid
vacation
of 20 days per year, in addition to statutory holidays, subject to
any
policies of the
Company in place from time to time. Except with the prior approval
of the
Company, you may carry over a maximum of 10 days of vacation to the
next
calendar year. The Company
reserves the right, acting reasonably, to request that vacations be
scheduled so as
not to conflict with critical business
operations.
|
| 7. |
Reimbursement
for Expenses. During
your Term of Employment, the Company will reimburse
you for reasonable travelling and other expenses actually and properly
incurred by
you in connection with the performance of your duties and functions,
such
reimbursement
to be made in accordance with, and subject to, the policies of the
Company
in effect from time to time. For all such expenses you will be required
to
keep proper accounts and to furnish statements, vouchers, invoices
and/or
other supporting documents
to the Company.
|
| 8. |
Trust
Shares. You
hereby acknowledge the transfer by the Company to you of 60,000
Trust
Shares. In the event the Company has not completed offerings of its
equity
securities
raising aggregate gross proceeds of at least an additional CDN$5
million
by August
1, 2006, the Company will transfer to you 25,000 Trust Shares on
the last
day of each
additional month following August 1, 2006 that the Company has not
raised
gross proceeds
from equity securities offerings of at least an additional CDN$5
million.
All Trust
Shares issued to pursuant to this Section 8 will be subject to repurchase
by the Company
pursuant to Section 17.
|
| 9. |
Purchase
of Series A Preferred Shares. As
of the Effective Date, the Company hereby grants
to you options to purchase up to 100,000 Series A Preferred shares
of the
Company
at a price of CDN$1.00 per share. These options will vest immediately
and
may
be exercised at any time and from time to time within 2 months of the
Effective Date upon
written notice to the Company from you, after which time they will
expire.
|
| 10. |
Directors'
& Officers' Liability Insurance. The
Company will provide you with directors'
and officers' liability insurance under the policies for such insurance
arranged by
the Company from time to time upon such terms and in such amounts as
the
Board may
reasonably determine in its discretion.
|
| 11. |
No
Other Compensation or Benefits. You
expressly acknowledge and agree that unless otherwise expressly agreed
in
writing by the Company subsequent to execution of this Agreement
by the parties hereto, you will not be entitled by reason of your
employment by
the Company or by reason of any termination of such employment, to
any
remuneration,
compensation, severance, damages or benefits other than as expressly
set
forth
in this Agreement.
|
| 12. |
Service
to Employer. During
your employment under this Agreement you
will:
|
| (a) |
well
and faithfully serve the Company,
|
(b) act
in,
and promote, the best interests of the Company,
| (c) |
devote
the agreed upon percentage of your working time, attention and energies
to
the
business and affairs of the Company; and
|
| (d) |
comply
with all rules, regulations, policies and procedures of the
Company.
|
| 13. |
Termination
By Executive. Subject
to Section 16 (Termination Following Change in Control),
you may resign at any time, but only by giving the Company at least
3
months' prior
written notice of the effective date of your resignation. On the giving
of
any such notice,
the Company will have the right to waive the notice period, have you
cease
your employment
immediately or at a specified date prior to the end of the notice period
and pay
you for the notice period or remainder of the notice period, as
applicable, plus such other sums owed for arrears of salary and vacation
pay. In this case, your resignation and the
termination of your employment will be effective on the date the Company
waives the notice
period (or remainder thereof).
|
| 14. |
Termination
by the Company Without Cause.
|
| (a) |
The
Company may terminate your employment at any time without cause by
giving
you written notice of the effective date of such termination and in
all
respects,
except as set out below, the termination of your employment will be
effective
immediately.
|
| (b) |
If
your employment is terminated by the Company pursuant to this Section,
the
Company
will pay to you as a lump sum the number of months of Base Salary,
as
referred
to in Section 3 (Base Salary) and as adjusted from time to time
in
|
accordance
with Section 4 (Annual Review), set out in the table below depending
upon
the
year of employment in which you are terminated, plus such other sums
owed
for
arrears of salary and vacation pay:
| Year of Employment | Lump Sum Payment of Base Salary (as adjusted) | ||
| 1 — 2 | 6 months | ||
| 3 — 5 | 12 months | ||
| 6 and over | 24 months | ||
| (c) |
To
the extent permitted by law and subject to the terms and conditions
of any
benefit plans in effect from time to time, the Company will maintain
the
benefits and
payments set out in Section 5 (Benefits) of this Agreement during the
notice period
equivalent.
|
| (d) |
The
payments set out in this Section 14 will be in lieu of any applicable
notice
|
period.
| (e) |
You
will not be required to mitigate the amount of any payment provided
for in
this
Section 14 by seeking other employment or otherwise, nor will any sums
actually
received be deducted.
|
| (f) |
If
you are successful in any action claiming wrongful dismissal or
constructive dismissal
against the Company, you hereby agree that you will only be entitled
such
notice set forth in this Section 14, less any amounts earned by you
in
mitigation.
|
| 15. |
Termination
by the Company for Cause. The
Company may terminate your employment for cause at any time without
any
notice, severance or other payments. In the event the Company
dismisses you for cause pursuant to this Section 15 and, subsequently,
a
court or
arbitrator rules that the Company did not have cause, you hereby agree
that you will only
be entitled to damages in an amount equal to that number of months'
Base
Salary set forth
in Section 14 (Termination by Company Without Cause), less any amounts
earned by
you in mitigation.
|
| 16. |
Termination
Following Change in Control. Concurrently
with execution and delivery of this
Agreement, you and the Company will enter into a "Change in Control
Agreement" attached
hereto as Schedule
C setting
out the compensation provisions to be applicable in the event of the
termination of your employment in certain circumstances following a
"Change
in Control" of the Company (as defined in the Change inontrol
Agreement).
|
| 17. |
Repurchase
of Shares. You
agree that upon termination of this Agreement by you pursuant
to Section 13 or by the Company for cause pursuant to Section 15
(each a
"Triggering
Event") prior
to May 1, 2009, the Company will have the right to purchase all
of the Trust Shares owned by you at the time of the Triggering Event
at
their issue price,
less the number of Trust Shares determined by the following
calculation:
|
| (a) |
the
number of months that have elapsed from the Effective Date to the
Triggering Event,
multiplied by
|
| (b) |
1/36
of the total number of Trust Shares owned by
you.
|
In
the
event of such mandatory repurchase, you hereby appoint the President and Chief
Executive
Officer of the Company as your true and lawful attorney in fact and agent for
you
to
execute and deliver, and to receive delivery of, all such assignments,
transfers, deeds,
assurances and instruments as may be necessary to effectively complete the
repurchase
of the Trust Shares.
| 18. |
Confidentiality
and Assignment of Inventions. Concurrently
with execution and delivery of
this Agreement and in consideration of your employment by the Company,
you
and the
Company will enter into a "Confidentiality and Assignment of Inventions
Agreement"
in the form attached hereto as Schedule
D.
|
| 19. |
Avoidance
of Conflicts of Interest. During
your Term of Employment:
|
| (a) |
You
will not, without the Company's consent, hold any office, acquire any
property
or enter into any contract, arrangement, understanding or transaction
with
any other person or entity that would conflict or interfere with this
Agreement
or your duties or obligations under this Agreement or that would otherwise
prevent you from performing your obligations hereunder. You hereby
represent
and warrant that as of the Effective Date you or your Affiliates or
Associates
do not hold any such office, have not acquired any such property and
have
not entered into any such contract, arrangement, understanding or
transaction.
|
| (b) |
You
will promptly, fully and frankly disclose to the Company in
writing:
|
| (i) |
the
nature and extent of any interest you or your Affiliates or Associates
have
or may have, directly or indirectly, in any actual or proposed
contract,
arrangement, understanding or transaction between a third party
and
the Company or any Affiliate of the Company;
and
|
| (ii) |
every
office you or your Affiliates or Associates may hold or acquire,
and
every
property you or your Affiliates or Associates may possess or acquire,
whereby directly or indirectly a duty or interest might be created
in
conflict with the interests of the Company or your duties and obligations
under this Agreement,
|
and
following such disclosure the Company may, in its sole discretion, determine
that
a
conflict of interest exists and require you to eliminate such conflict of
interest.
(c) For
greater clarity, the Company acknowledges that those positions listed
in
Schedule
B are
not
considered a conflict of interest contrary to paragraph (a).
In
this
Agreement, the term "Affiliate"
will
include all those persons and entities that are included
within the definition or meaning of "affiliate" as set forth in Sections 1(1)
and 2 of
the
Business
Corporations Act (British
Columbia) or any successor legislation of similar
force and effect, as amended, and the term "Associate"
will
include all those persons and entities that are included within the definition
or meaning of "associate" as set
forth
in Section 1(1) of the Securities
Act (British
Columbia) or any successor legislation of similar force and effect, as amended,
including your spouse, children, parents,
brothers and sisters.
| 20. |
Provisions
Reasonable. It
is acknowledged and agreed that:
|
| (a) |
both
before and since the Effective Date the Company has operated and competed
and
will operate and compete in a global market, with respect to the business
(the "Business")
actually
carried on by it, directly or indirectly, whether under an agreement
with or in collaboration with, any other party, which Business includes
without
limitation the discovery, development, manufacturing, distribution,
marketing
and sale of (i) U101 and products for the treatment of Interstitial
Cystitis
(a disease of the bladder characterized by pain, urgency and frequency
of
urination),
and (ii) any other products that the Company discovers or commercially
develops during your involvement in any capacity with the Company;
|
| (b) |
competitors
of the Company and its Business are located in countries around the
world;
|
| (c) |
in
order to protect the Company adequately, any restrictive covenant must
apply world
wide;
|
| (d) |
during
the course of your employment by the Company, both before and after
the
Effective
Date, you have acquired and will acquire knowledge of, and you have
come
into contact with, initiated and established relationships with and
will
come into contact with, initiate and establish relationships with,
both
existing and new clients, customers, suppliers, principals, contacts
and
prospects of the Company, and
that in some circumstances you have been or may well become the senior
or
sole
representative of the Company dealing with such persons;
and
|
(e)
in
light of the foregoing, the provisions of Section 21 (Restrictive Covenant)
below
are
reasonable and necessary for the proper protection of the Business, property
and goodwill of the Company.
| 21. |
Restrictive
Covenant. You
agree that you will not, either alone or in partnership or in conjunction
with any person, firm, corporation, syndicate, association or any
other
entity or group, whether as principal, agent, employee, director,
officer,
shareholder, consultant or
in any capacity or manner whatsoever, whether directly or indirectly,
for
the Term of Employment
and continuing for a period of 6 months from the termination of your
employment,
regardless of the reason for such
termination:
|
(a) carry
on
or be engaged in, or advise, provide services to, be employed by,
consult
with,
invest in or give financial assistance to, any business, enterprise or
other
entity
that is involved in the sale, distribution, development or supply of any
product
or service that is competitive with any product or service of the Business;
provided,
however, that the foregoing will not prohibit you from acquiring, solely
as
an
investment and through market purchases, securities of any such enterprise
or
undertaking which are publicly traded, so long as you are not part of any
control
group of such entity and such securities, which if converted, do not
constitute
more than 5% of the outstanding voting power of that entity;
| (b) |
approach
or contact any person, firm, corporation or other entity that was a
client, customer, supplier, principal, shareholder, investor,
collaborator, strategic partner, licensee,
contact or prospect of the Company during the time of your employment
with
the Company for the purpose of inducing such party to reduce its level
of
business
with the Company or to encourage such party to start doing business
or
to
increase its level of business with any other person or entity when
such a
change
may negatively affect the opportunity of the Company to maintain or
increase
its level of business with such party; or
|
| (c) |
persuade
or attempt to persuade any employee(s) of the Company to leave
employment
with the Company.
|
| 22. |
Remedies.
You
acknowledge and agree that any breach or threatened breach of any of
the
provisions of Section 12 (Service to Employer), Section 18
(Confidentiality and Assignment
of Inventions), Section 19 (Conflicts of Interest) or Section 21
(Restrictive Covenant)
could cause irreparable damage to the Company or its partners,
subsidiaries or affiliates,
that such harm could not be adequately compensated by the Company's
recovery
of monetary damages, and that in the event of a breach or threatened
breach thereof,
the Company will have the right to seek an injunction, specific
performance or other equitable relief as well as any equitable accounting
of all your profits or benefits arising out of any such breach. It
is
further acknowledged and agreed that the remedies of
the Company specified in this Section are in addition to and not in
substitution for any rights
or remedies of the Company at law or in equity and that all such rights
and remedies
are cumulative and not alternative and that the Company may have recourse
to any
one or more of its available rights or remedies as it will see
fit.
|
| 23. |
Assignment.
Your
rights and obligations contained in this Agreement are personal and
such
rights, benefits and obligations will not be voluntarily or involuntarily
assigned, alienated
or transferred, whether by operation of law or otherwise, without the
prior written
consent of the Company. The Company may assign its rights (but not
its
obligations)
hereunder without your consent. Any purported assignment by you contrary
to
this Section will be null and void.
|
| 24. |
Binding
Effect. This
Agreement will be binding upon and enure to the benefit of the
Company
and its successors and assigns and be binding upon and enure to the
benefit of your
personal or legal representatives, executors, administrators, successors,
heirs, distributees,
devisees, legatees and permitted assigns.
|
| 25. |
Agreement
Confidential. You
will keep the terms and conditions of this Agreement confidential
except that you will be entitled to disclose such information to your
bankers,
advisors,
agents, consultants and other third parties who have a duty of confidence
to you and
who have a need to know such information in order to provide advice,
products or services
to you, as may be required to enforce any provision of this Agreement
or
as may otherwise
be required by any law, regulation or other regulatory
requirement.
|
| 26. |
Governing
Law and Jurisdiction. This
Agreement will be governed by and interpreted in accordance
with the laws of the Province of British Columbia and applicable laws
of
Canada
and the parties hereto attorn to the exclusive jurisdiction of the
provincial and federal
courts of such province.
|
| 27. |
Acknowledgment
of Fiduciary Capacity. You
expressly acknowledge and agree that due to
your position with the Company, you are employed in a fiduciary
capacity.
|
| 28. |
Exercise
of Functions. The
rights of the Company as provided in this Agreement may be exercised
on
behalf of the Company by the Board.
|
| 29. |
Entire
Agreement. The
terms and conditions of this Agreement are in addition to and not
in
substitution for the obligations, duties and responsibilities imposed
by
law on employees
of corporations generally, and you agree to comply with such obligations,
duties
and responsibilities. Except as otherwise provided in this Agreement,
this
Agreement
constitutes the entire agreement between the parties with respect to
the
subject
matter hereof, and may only be varied by further written agreement
signed
by you and
the Company.This
Agreement supersedes any previous communications,understandings
and agreements between you and the Company regarding your employment.
It is acknowledged and agreed that this Agreement is mutually beneficial
and
is entered into for fresh and valuable consideration with the intent
that
it will constitute
a legally binding agreement.
|
| 30. |
Further
Assurances. The
parties will execute and deliver to each other such further instruments
and assurances and do such further acts as may be required to give
effect
to this
Agreement.
|
| 31. |
Surviving
Obligations. Your
obligations and covenants under Section 18 (Confidentiality and
Assignment of Inventions), Section 20 (Provisions Reasonable), Section
21
(Restrictive
Covenant), Section 22 (Remedies), Section 23 (Assignment), Section
24
(Binding
Effect), Section 25 (Agreement Confidential), Section 26 (Governing
Law
and Jurisdiction), Section 27 (Acknowledgement of Fiduciary Capacity),
Section 29 (Entire Agreement),
Section 30 (Further Assurances), Section 33 (Notice), Section 34
(Severability)
and Section 35 (Time of Essence/No Waiver) will survive the termination
of
this Agreement.
|
| 32. |
Independent
Legal Advice. You
hereby acknowledge that you have obtained or have had an
opportunity to obtain independent legal advice in connection with this
Agreement, and further
acknowledge that you have read, understand, and agree to be bound by
all
of the terms
and conditions contained herein.
|
| 33. |
Notice.
Any
notice or other communication required or contemplated under this
Agreement
to be given by one party to the other will be delivered or mailed by
prepaid registered
post with return receipt requested or by recognized international
courier
|
service
providing written proof of delivery to the party to receive same at the address
as set
out
below:
To
You
Xxxxx
Xxxx
000
Xxxxx
Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx
00000
XXX
Fax:
(000) 000-0000
To
the Company:
Urigen
Holdings Inc.
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx,
X.X. X0X 0X0
Attn:
President and CEO
With
a copy to counsel for the Company:
Farris,
Vaughan, Xxxxx & Xxxxxx LLP 2500
-
000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx,
XX, X0X 0X0
Attn:
R.
Xxxxxx XxxXxx-Xxxx, Q.C. Fax: (000) 000-0000
Any
such
notice will be deemed to have been received on the earlier of the date actually
received,
on the next business day following transmission if by facsimile transmission,
or
the
date
five (5) days after the same was posted or sent. Either party may change its
address
or its facsimile number by giving the other party written notice, delivered
in
accordance
with this Section.
| 34. |
Severability.
If
any provision of this Agreement or the application thereof to any
circumstance
will, in any jurisdiction and to any extent, be invalid or unenforceable,
such provision will be ineffective as to such jurisdiction to the extent
of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining terms
and
provisions
of this Agreement or the application of such terms and provisions to
circumstances
other than those as to which it is held invalid or unenforceable, and
a
suitable
and equitable term or provision will be substituted therefor to carry
out,
insofar as
may be valid and enforceable, the intent and purpose of the invalid
or
unenforceable provision.
|
| 35. |
Time
of Essence/No Waiver. Time
is of the essence hereof. No waiver, delay, indulgence,
or failure to act by the Company regarding any particular default or
omission by
you will affect or impair any of the Company's rights or remedies
regarding that or any
subsequent default or omission that is not expressly waived in writing,
and in all events time will continue to be of the essence without the
necessity of specific reinstatement.
|
| 36. |
Counterparts.
This
Agreement may be executed in any number of counterparts, each of
which
so executed will be deemed to be an original, and such counterparts
will
together constitute
but one agreement.
|
If
you
accept and agree to the foregoing, please confirm your acceptance and agreement
by signing
the enclosed duplicate copy of this letter where indicated below and by
returning it to us. You
are
urged to consider fully all the above terms and conditions and to obtain
independent legal
advice or any other advice you feel is necessary before you execute this
agreement.
| URIGEN HOLDINGS INC. | ||
| |
|
|
| Date: | By: | /s/ |
|
Authorized Signatory |
||
Accepted
and agreed to by Xxxxx Xxxx as of the 21st day of April,
2006
/s/
Xxxxx Xxxx
Xxxxx
Xxxx
DESCRIPTION
OF THE DUTIES AND FUNCTIONS
Description
Via
routine interface with Company executive managers and the Board, as appropriate,
develop, guide
and
direct global commercialization strategies by providing expert advice for the
functional
areas of sales, marketing, corporate and business development; and be
responsible for the
day-to-day implementation and management of all sales, marketing, corporate
and
business development
activities in which the Company is involved.
Responsibilities:
Responsibilities
include the following:
| 1. |
Provide
proactive sales, marketing, corporate and business development service
to
the Company,
as directed and required.
|
| 2. |
Provide
proactive interaction with all functional areas of the Company to support
all on-going
product commercialization activities.
|
| 3. |
Manage
and serve as the Company interface for all global and regional
pharmaceutical companies
with whom the Company establishes supply and commercialization
agreements.
|
| 4. |
Provide
proactive interaction will all functional areas of the Company to support
the commercialization
aspects of all on-going product development
activities.
|
| 5. |
Propose
and manage the operating budget for all commercialization activities
in
which the
Company is involved.
|
| 6. |
Establish
and maintain competency levels of all Company employees, contractors
and
vendors
involved in commercialization activities.
|
SCHEDULE
B
EXCEPTIONS
TO CONFLICT OF INTEREST
Vivus,
Inc. — Vice President, Worldwide Sales, Marketing & Corporate
Development
SCHEDULE
C
URIGEN
HOLDINGS INC.
As
of May
1, 2006
Xxxxx
Xxxx
000
Xxxxx
Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx
00000
XXX
Dear
Xx.
Xxxx:
Re:
Change in Control Agreement
Urigen
Holdings Inc. (the "Company") considers it essential to the best interests
of
its
members to xxxxxx the continuous employment of its senior executive officers.
In
this regard,
the Board of Directors of the Company (the "Board") has determined that it
is in
the best interests of the Company and its members that appropriate steps should
be taken to reinforce and encourage
management's continued attention, dedication and availability to the Company
in
the event
of
a Potential Change in Control (as defined in Section 2), without being
distracted by the uncertainties
which can arise from any possible changes in control of the
Company.
In
order
to induce you to agree to remain in the employ of the Company, such agreement
evidenced by the employment agreement entered into as of the date of this
Agreement between
you and the Company (the "Employment Agreement") and in consideration of your
agreement as set forth in Section 3 below, the Company agrees that you will
receive and you agree to accept the severance and other benefits set forth
in
this Agreement should your employment
with the Company be terminated subsequent to a Change in Control (as defined
in
Section
2) in full satisfaction of any and all claims that now exist or then may exist
for remuneration,
fees, salary, bonuses or severance arising out of or in connection with your
employment
by the Company or the termination of your employment:
1. Term
of Agreement.
This
Agreement will be in effect for a term commencing on the Effective Date of
the
Employment Agreement (as therein defined) and ending on the date of termination
of the Employment
Agreement.
2. Definitions.
| (a) |
"Affiliate"
means a corporation that is an affiliate of the Company under
the
|
Business
Corporations Act (British
Columbia), as amended from time to time.
| (b) |
"Change
in Control" of the Company will be deemed to have
occurred:
|
| (i) |
if
a merger, amalgamation, arrangement, consolidation, reorganization
or
transfer
takes place in which Securities of the Company possessing more
than
50% of the total combined voting power of the Company's outstanding
Securities are acquired by a person or persons different from the persons
holding those Securities immediately prior to such transaction,
and
the composition of the Board following such transaction is such that
the
directors of the Company prior to the transaction constitute less than
50%
of the Board membership following the transaction, except that no
Change
in Control will be deemed to occur if such merger, amalgamation,
arrangement,
consolidation, reorganization or transfer is with any subsidiary
or subsidiaries of the Company;
|
| (ii) |
if
any person, or any combination of persons acting jointly or in concert
by
virtue
of an agreement, arrangement, commitment or understanding will
acquire
or hold, directly or indirectly, 50% or more of the voting rights
attached
to all outstanding Securities; or
|
| (iii) |
if
any person, or any combination of persons acting jointly or in concert
by
virtue
of an agreement, arrangement, commitment or understanding will
acquire
or hold, directly or indirectly, the right to appoint a majority of
the
directors
of the Company; or
|
| (iv) |
if
the Company sells, transfers or otherwise disposes of all or substantially
all
of its assets, except that no Change of Control will be deemed to occur
if
such sale or disposition is made to a subsidiary or subsidiaries of
the
Company.
|
provided
however, that a Change in Control will not be deemed to have occurred
if
such
Change in Control results solely from the issuance, in connection with a
bona
fide
financing or series of financings by the Company of Securities.
| (c) |
"Base
Salary" will mean the annual base salary, as referred to in Section
3
(Base Salary),
and as adjusted from time to time in accordance with Section 4 (Annual
Review),
of the Employment Agreement.
|
| (d) |
"Date
of Termination" will mean, if your employment is terminated, the date
specified
in the Notice of Termination.
|
(e) "Good
Reason" will mean the occurrence of one or more of the following
events,
without
your express written consent, within 12 months of Change in
Control:
| (i) |
a
material change in your status, position, authority or responsibilities
that does
not represent a promotion from or represents an adverse change from
your
status, position, authority or responsibilities in effect immediately
prior
to the Change in Control;
|
| (ii) |
a
material reduction by the Company, in the aggregate, in your Base
Salary,
or incentive, retirement, health benefits, bonus or
other
|
compensation
plans provided to you immediately prior to the Change in Control,
unless an equitable arrangement has been made with respect to such
benefits in connection with a Change in Control;
| (iii) |
a
failure by the Company to continue in effect any other compensation
plan
in which you participated immediately prior to the Change in Control
(except
for reasons of non-insurability), including but not limited to, incentive,
retirement and health benefits, unless an equitable arrangement
has
been made with respect to such benefits in connection with a Change
in
Control;
|
| (iv) |
any
request by the Company or any affiliate of the Company that you
participate
in an unlawful act; or
|
| (v) |
any
purported termination of your employment by the Company after a
Change
in Control which is not effected pursuant to a Notice of Termination
satisfying the requirements of clause (i) below and for the purposes
of this Agreement, no such purported termination will be effective.
|
| (f) |
"Notice
of Termination" will mean a notice, in writing, communicated to the
other
party in accordance with Section 6 below, which will indicate the
specific
termination
provision in this Agreement relied upon and will set forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination
of your employment under the provision so
indicated.
|
| (g) |
"Potential
Change in Control" of the Company will be deemed to have occurred
if:
|
| (i) |
the
Company enters into an agreement, the consummation of which would
result
in the occurrence of a Change in Control;
|
| (ii) |
any
person (including the Company) publicly announces an intention to take
or
to consider taking actions which if consummated would constitute
a
Change in Control; or
|
(iii) the
Board
adopts a resolution to the effect that, for the purposes of this
Agreement,
a Potential Change in Control of the Company has occurred.
| (h) |
"Security"
in respect of a security of the Company, will have the meaning
ascribed
thereto in Part II of the Securities
Act (British
Columbia), as it existed on the
date of this Agreement, and also means any security carrying the
right to
convert
such security into, exchange such security for, or entitling the
holder to
subscribe for, any equity security, or into or for any such convertible
or
exchangeable
security or security carrying a subscription
right.
|
3. Potential
Change in Control.
You
agree
that, in the event of a Potential Change in Control of the Company occurring
after the Effective Date, and until 12 months after a Change in Control, subject
to your right
to
terminate your employment by issuing and delivering a Notice of Termination
for
Good Reason,
you will continue to diligently carry out your duties and obligations, on the
terms set out in
the
Employment Agreement.
4. Compensation
Upon Termination Following Change in Control.
Subject
to compliance by you with Section 3, upon your employment terminating
pursuant
to a Notice of Termination within 12 months after a Change in Control, the
Company agrees
that you will receive and you agree to accept, subject to your prior resignation
as a director
of the Company, the following payments in full satisfaction of any and all
claims you may
have
or then may have against the Company, for remuneration, fees, salary, benefits,
bonuses
or severance, arising out of or in connection with your employment by the
Company or the
termination of your employment:
| (a) |
If
your employment will be terminated by the Company for cause or by you
other than
for Good Reason, the terms of the Employment Agreement will govern
and
the
Company will have no further obligations to you under this
Agreement.
|
| (b) |
If
your employment by the Company will be terminated by you for Good Reason
or
by the Company other than for cause, then you will be entitled to the
payments and
benefits provided below:
|
| (i) |
subject
to the withholding of all applicable statutory deductions, the
Company
will pay you a lump sum equal to 12 months' Base Salary, as referred
to in Section 3 (Base Salary) of the Employment Agreement, plus other
sums
owed for arrears of salary and vacation
pay;
|
| (ii) |
to
the extent permitted by law and subject to the terms and conditions
of
any
benefit plans in effect from time to time, the Company will maintain
the
benefits and payments set out in Section 6 (Benefits) of the Employment
Agreement during the 12 month period;
|
| (iii) |
all
incentive stock options granted to you by the Company under any stock
option agreement that is entered into between you and the Company and
is
outstanding
at the time of termination of your employment, which incentive
stock options have not yet vested, will immediately vest upon the
termination of your employment and will be fully exercisable by you
in
accordance with the terms of the agreement or agreements under which
such
options were granted; and
|
| (iv) |
all
Trust Shares (as defined in the Employment Agreement) transferred to
you
by or for the Company under the Employment Agreement or other agreement
that is entered into between you and the Company and is outstanding
at the
time of termination of your employment, which
Trust
|
Shares
continue to be subject to a right of repurchase by the Company, shall
no
longer be subject to such right of repurchase.
You
will
not be required to mitigate the amount of any payment provided for in this
Section 4 by seeking
other employment or otherwise, nor will any sums actually received be
deducted.
5. Binding
Agreement.
This
Agreement will enure to the benefit of and be enforceable by your personal
or
legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If you die while any amount would still be payable to
you
under this Agreement if you had
continued to live, that amount will be paid in accordance with the terms of
this
Agreement to your
devisee, legatee or other designee or, if there is no such designee, to your
estate.
6. Notices.
Any
notice or other communication required or contemplated under, this Agreement
to be given by one party to the other will be delivered or mailed by prepaid
registered post
to
the party to receive same at the addresses set out below:
To
You
Xxxxx
Xxxx
000
Xxxxx
Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx
00000
XXX
Fax:
(000) 000-0000
To
the Company:
Urigen
Holdings Inc.
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx,
X.X. X0X 0X0
Attn:
President and CEO
With
a copy to counsel for the Company:
Farris,
Vaughan, Xxxxx & Xxxxxx LLP 2500
—
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx,
XX, X0X 0X0
Attn:
R.
Xxxxxx
XxxXxx-Xxxx, Q.C. Fax:
(000) 000-0000
Any
such
notice will be deemed to have been received on
the
earlier of the date actually received,
on the next business day following transmission if by facsimile transmission,
or
the date
five
(5) days after the same was posted or sent.
7. Modification:
Amendments: Entire Agreement.
This
Agreement may not be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by you and such
officer as may be specifically
designated by the Board. No waiver by either party at any time of any breach
by
the other
party of, or compliance with, any condition or provision of this Agreement
to be
performed by
such
other party will be deemed a waiver of similar or dissimilar provisions or
conditions at the
same
or at any prior or subsequent time. Except as set forth in your Employment
Agreement, no
agreements or representations, oral or otherwise, express or implied, with
respect to the subject
matter hereof have been made by either party which are not expressly set forth
in this Agreement.
8. Governing
Law and Jurisdiction.
This
Agreement will be governed by and interpreted in accordance with the laws
of
the
Province of British Columbia and applicable laws of Canada and the parties
hereto attorn to
the
exclusive jurisdiction of the courts of such province.
9. Validity.
The
invalidity or unenforceability of any provision of this Agreement will not
affect the validity or enforceability of any other provision of this Agreement,
which will remain in
full
force and effect.
10. No
Employment or Service Contract.
Nothing
in this Agreement will confer upon you any right to continue in the employment
of the Company for any period of specific duration. Further, this Agreement
does
not restrict in any way either party's rights to terminate your employment
pursuant to the Employment
Agreement.
If
the
foregoing sets forth our agreement on this matter, kindly sign and return to
the
Company a copy of this letter.
| Yours truly, | ||
|
URIGEN
HOLDINGS INC.
|
||
| |
|
|
| By: | /s/ | |
|
Authorized Signatory |
||
Accepted
and agreed to by Xxxxx Xxxx as of the 21st day of April,
2006
/s/
Xxxxx Xxxx
Xxxxx
Xxxx
SCHEDULE
D
CONFIDENTIALITY
AGREEMENT AND
ASSIGNMENT
OF INVENTIONS
URIGEN
HOLDINGS INC.
PRIVATE
AND CONFIDENTIAL As
of May
1, 2006
Xxxxx
Xxxx
000
Xxxxx
Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx
00000
XXX
Dear
Xx.
Xxxx:
The
purpose of this letter is to confirm and record the terms of the agreement
(the
"Agreement")
between
you and Urigen Holdings Inc. (the "Company")
concerning
the terms on which you will
(i)
receive from and disclose to the Company proprietary and confidential
information; (ii) agree
to
keep the information confidential, to protect it from disclosure and to use
it
only in accordance
with the terms of this Agreement; and (iii) assign to the Company all rights,
including
any ownership interest which may arise in all inventions and intellectual
property developed
or disclosed by you over the course of your work during your employment with
the
Company. The effective date ("Effective
Date") of
this
Agreement is the date that you start or started
working at the Company, as indicated in the employment agreement between you
and
the Company
dated as of the date of this Agreement.
In
consideration of the offer of employment by the Company and the payment by
the
Company to
you of
the sum of CDN$1.00 and other good and valuable consideration, the receipt
and
sufficiency
of which is hereby acknowledged, you and the Company hereby agree as
follows:
1. INTERPRETATION
1.1 Definitions.
In
this
Agreement:
| (a) |
"Business"
will
mean the business actually carried on by the Company, directly
or
indirectly, whether under an agreement with or in collaboration with,
any
other party
including but not exclusively the discovery, development, manufacturing,
distribution,
marketing and sale of (i) U101 and products for the treatment of
Interstitial Cystitis; and (ii) any other products that the Company
discovers or commercially
develops during your involvement in any capacity with the Company.
|
| (b) |
"Confidential
Information", subject
to the exemptions set out in Section 2.8, will
mean any non-public information relating to the Company's
Business,
|
whether
or not conceived, originated, discovered, or developed in whole or in part
by
you,
and which, without limiting the generality of the foregoing, will
include;
(i)
scientific strategies, concepts, designs, inventions, know-how, information,
material, formulas, processes, devices, programs, methods and
proprietary rights in the nature of copyrights, patents, trademarks,
licenses
and industrial designs;
(
i)
financial, personnel, operations, clinical, regulatory, marketing, advertising
and commercial information and strategies, customer lists, compilations,
agreements and contractual records and correspondence;
| (iii) |
all
biological, chemical, pharmacological, toxicological, pharmaceutical,
physical and analytical, clinical, research, safety and quality control
data and
information, and all applications, registrations, licenses, authorizations,
approvals and correspondence submitted to regulatory
authorities;
|
| (iv) |
unique
combinations of separate items that are not generally known and
items
provided or disclosed to the Company by third parties subject to
restrictions
on use or disclosure; and
|
| (v) |
all
information relating to the businesses of competitors of the Company
including
information relating to competitors' research and development,
intellectual property, operations, financial, clinical, regulatory,
marketing, advertising and commercial strategies that is not generally
known.
|
| (c) |
"Interstitial
Cystitis" means
a disease of the bladder characterized by pain, urgency
and frequency of urination.
|
| (d) |
"Inventions"
will
mean any and all inventions, discoveries, developments, enhancements,
improvements, concepts, formulas, processes, ideas, technology,
know-how,
all documents, memoranda, notes or other writings prepared by you
and
all other intellectual property, whether or not patentable and whether
or
not reduced to practice, as well as all applications, registrations
and
related foreign applications
filed and registrations granted thereon.
|
| (e) |
"Work
Product" will
mean any and all Inventions relating to the Company's Business
resulting from any work performed by you for the Company that you
may
invent or co-invent during your involvement in any capacity with
the
Company,
except those Inventions invented by you entirely on your own time
that
do
not relate to the Company's Business or do not derive from any equipment,
supplies,
facilities, Confidential Information or other information, gained,
directly or
indirectly, by you from or through your involvement in any capacity
with
the Company.
|
2.CONFIDENTIALITY
2.1Basic
Obligation of Confidentiality. Except
as
set out in this Agreement, you
will
keep
strictly confidential all Confidential Information and all other information
belonging to
the
Company that you acquire, observe or are informed of, directly or indirectly,
in
connection with
your
involvement, in any capacity, with the Company.
2.2 Fiduciary
Capacity. You
will
be and act toward the Company as a fiduciary in
respect
of the Confidential Information.
2.3
Non-disclosure.
Unless
the Company first gives you written permission to do so under
Section 2.7 of this Agreement, you will not at any time, either during or after
your involvement
in any capacity with the Company;
| (a) |
use
or copy Confidential Information or your recollections
thereof;
|
| (b) |
publish
or disclose Confidential Information or your recollections thereof
to any
person
other than to employees or consultants of the Company who have a need
to
know
such Confidential Information for their work for the
Company;
|
| (c) |
permit
or cause any Confidential Information to be used, copied, published,
disclosed,
translated or adapted except as otherwise expressly permitted by this
Agreement;
or
|
| (d) |
permit
or cause any Confidential Information to be stored off the premises
of the
Company,
including permitting or causing such Information to be stored in
electronic
format on personal computers, except in accordance with any written
procedures
of the Company in effect from time to
time.
|
2.4
Taking
Precautions. You
will
take all reasonable precautions necessary or prudent
to prevent material in your possession or control that contains or refers to
Confidential Information
from being discovered, used or copied by third parties. You will not transfer
any material
to another person outside of the Company, unless a material transfer agreement
has been signed
by
both the Company and the other party. You will not accept any material from
another person
outside of the Company, unless in accordance with any written procedures of
the
Company
in place from time to time.
2.5
Company Ownership of Confidential Information. As
between you and the Company,
the Company will own all right, title and interest in and to the Confidential
Information,
whether or not created or developed by you.
2.6
Return of Confidential Information. Upon
the
request of the Company, you will
promptly return to the Company every original and copy in whatever medium in
your possession
or control containing Confidential Information.
2.7 Purpose
of Use. You
will
use Confidential Information only for purposes
authorized
or directed by the Company.
2.8 Exemptions.
Your
obligation of confidentiality under this Agreement will not
apply
to
any of the following:
| (a) |
information
that is already known to you, though not due to a prior disclosure
by
the
Company or by a person who obtained knowledge of the information,
directly
or
indirectly, from the Company;
|
| (b) |
information
disclosed to you by another person who is not obliged to maintain the
confidentiality
of that information and who did not obtain knowledge of the information,
directly or indirectly, from the Company;
|
| (c) |
information
that is developed by you independently of Confidential Information
received
from the Company and such independent development can be documented
by you;
|
| (d) |
other
particular information or material which the Company expressly exempts
by
|
written
instrument signed by the Company;
| (e) |
information
or material that is in the public domain through no fault of your
own;
|
and
(f) information
or material that you are obligated by law to disclose, to the extent
of
such
obligation, provided that:
| (i) |
in
the event that you are required to disclose such information or material,
then,
as soon as you become aware of this obligation to disclose, you will
provide
the Company with prompt written notice so that the Company may
seek a protective order or other appropriate remedy and/or waive
compliance
with the provisions of this Agreement;
|
| (ii) |
if
the Company agrees that the disclosure is required by law, it will
give
you
written authorization to disclose the information for the required
purposes
only;
|
| (iii) |
if
the Company does not agree that the disclosure is required by law,
this
Agreement
will continue to apply, except to the extent that a Court of competent
jurisdiction orders otherwise; and
|
| (iv) |
if
a protective order or other remedy is not obtained or if compliance
with
this
Agreement is waived, you will furnish only that portion of the
Confidential Information that is legally required and will exercise
all
reasonable
efforts to obtain confidential treatment of such Confidential Information.
|
3.ASSIGNMENT
OF INTELLECTUAL PROPERTY RIGHTS
3.1
Notice of Invention. You
agree
to promptly and fully inform the Company of all your
Work
Product throughout the course of your involvement in any capacity with the
Company,
whether or not developed before or after your execution of this Agreement.
On
your ceasing
to be employed by the Company for any reason whatsoever, you will immediately
deliver
up to the Company all of your Work Product. You further agree that all of your
Work Product
will at all times be the Confidential Information of the Company.
3.2
Assignment of Rights. Subject
only to those exceptions set out in Exhibit
A hereto,
you will assign, and do hereby assign, to the Company or, at the option of
the
Company and upon notice from the Company, to the Company's designee, your entire
right, title and interest
in and to all of your Work Product during your involvement in any capacity
with
the
Company
and all other rights and interests of a proprietary nature in and associated
with your Work
Product. To the extent that you retain or acquire legal title to any such rights
and interests, you
hereby declare and confirm that such legal title is and will be held by you
only
as trustee and agent
for
the Company. You agree that the Company's rights hereunder will attach to all
of
your Work
Product, notwithstanding that it may be perfected or reduced to specific form
after you have
terminated your relationship with the Company. You further agree that the
Company's rights
hereunder are not limited to Canada but will extend to every country of the
world.
3.3
Moral Rights. Without
limiting the foregoing, you irrevocably waive any and all moral
rights arising under the Copyright
Act (Canada),
as amended, or any successor legislation of similar force and effect or similar
legislation in other applicable jurisdictions or at common law
that
you may have with respect to your Work Product, and agree never to assert any
moral rights
which you may have in your Work Product, including, without limitation, the
right to the integrity
of such Work Product, the right to be associated with the Work Product, the
right to restrain or claim damages for any distortion, mutilation or other
modification or enhancement of the
Work
Product and the right to restrain the use or reproduction of the Work Product
in
any context
and in connection with any product, service, cause or institution, and you
further confirm that
the
Company may use or alter any such Work Product as the Company sees fits in
its
absolute
discretion.
3.4
Goodwill. You
hereby agree that all goodwill you have established or may establish
with clients, customers, suppliers, principals, shareholders, investors,
collaborators, strategic
partners, licensees, contacts or prospects of the Company relating to the
business or affairs
of the Company (or of its partners, subsidiaries or affiliates), both before
and
after the Effective
Date, will, as between you and the Company, be and remain the property of the
Company
exclusively, for the Company to use, alter, vary, adapt and exploit as the
Company will
determine in its discretion.
3.5
Assistance. You
hereby agree that during your employment by the Company and thereafter,
you will reasonably assist the Company, at the Company's expense, with respect
to signing
further documents and doing such acts and other things reasonably requested
by
the Company to confirm the transfer of ownership of rights in the Work Product
to the Company and to
permit
the Company to obtain patents or copyrights or other similar registration rights
covering
the Work Product. You further agree to cooperate to the extent and in the manner
requested
by the Company in the prosecution and maintenance of any such
rights.
3.6
Assistance with Proceedings. You
hereby agree that during your employment by
the
Company and thereafter, you will reasonably assist the Company, at the Company's
reasonable
request and expense, in connection with any defence to an allegation of
infringement of
another person's intellectual property rights, claim of invalidity of another
person's intellectual
property rights, opposition to, or intervention regarding, an application for
letters patent,
copyright or trademark or other proceedings relating to intellectual property
or
applications
for registration thereof or any other litigation or proceeding involving any
Work Product
in any country of the world.
4. GENERAL
4.1 Term
and Duration of Obligation. The
term
of this Agreement is from the
Effective
Date and terminates on the date that you are no longer working at or for the
Company.
Except
as
otherwise agreed in a written instrument signed by the Company, Articles 1,
2
and 3 and Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12
and
4.13 will survive the termination of this Agreement, including your obligations
of confidentiality and to return Confidential
Information, and will endure, with respect to each item of Confidential
Information, for
so
long as those items fall within the definition of Confidential
Information.
4.2
Binding Nature of Agreement. This
Agreement is not assignable by you. You agree
that this Agreement will be binding upon your heirs and estate. This Agreement
and rights and
obligations hereunder may be assigned by the Company.
4.3
No Conflicting Obligations. You
represent and warrant that you will not without legal
authority use or disclose to other persons at the Company information that
(i)
constitutes a trade secret of persons other than the Company during your
employment at the Company, or (ii) which
is
confidential information owned by another person. You represent and warrant
that
you have no agreements with or obligations to others with respect to the matters
covered by this Agreement
or concerning the Confidential Information that are in conflict with anything
in
this Agreement.
4.4
Equitable
Remedies. You
acknowledge and agree that a breach by you of any of your
obligations under this Agreement would result in damages to the Company that
could not be
adequately compensated by monetary award. Accordingly, in the event of any
such
breach by you,
in
addition to all other remedies available to the Company at law or in equity,
the
Company will
be
entitled as a matter of right to apply to a court of competent jurisdiction
for
such relief by way
of
restraining order, injunction, decree or otherwise, as may be appropriate to
ensure compliance
with the provisions of this Agreement, without having to prove damages or post
security to the court, as well as an equitable accounting of all your profits
or
benefits arising out of
such
breach. In the event the Company is successful in obtaining any injunction
or is
otherwise
successful in any other action arising out of a breach of this Agreement, you
will pay to
the
Company the full amount of the Company's legal fees and expenses incurred by
the
Company
in pursuing such action(s).
4.5
Publicity. You
will
not, without the prior written consent of the Company, make or
give
any public announcements, press releases or statements to the public or the
press regarding
the Company' Business or any Confidential Information.
4.6
Severability. If
any
covenant or provision of this Agreement or of a section of this
Agreement is determined by a court of competent jurisdiction to be void or
unenforceable in whole
or
in part, then such void or unenforceable covenant or provision will not affect
or impair the
enforceability or validity of the balance of the section or any other covenant
or provision.
4.7
Time of Essence/No Waiver. Time
is
of the essence hereof and no waiver, delay,
indulgence, or failure to act by the Company regarding any particular default
or
omission by you will affect or impair any of the Company's rights or remedies
regarding that or any subsequent
default or omission that is not expressly waived in writing, and in all events
time will continue
to be of the essence without the necessity of specific
reinstatement.
4.8
Further Assurances. The
parties will execute and deliver to each other such further
instruments and assurances and do such further acts as may be required to give
effect to this
Agreement.
4.9Notices.
All
notices and other communications that are required or permitted by
this
Agreement must be in writing and will be hand delivered or sent by express
delivery service
or
certified
or registered mail, postage prepaid, or by facsimile transmission (with written
confirmation
copy by registered first-class mail) to the parties at the addresses indicated
below.
If
to the Company:
Urigen
Holdings Inc.
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx,
X.X. X0X 0X0
Attn:
President and CEO
With
a copy to counsel for the Company:
Farris,
Vaughan, Xxxxx & Xxxxxx LLP 2500
—
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx,
XX, X0X 0X0
Attn:
R.
Xxxxxx
XxxXxx-Xxxx, Q.C. Fax: (000) 000-0000
If
to you:
Xxxxx
Xxxx
000
Xxxxx
Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx
00000
XXX
Fax:
(000) 000-0000
Any
such
notice will be deemed to have been received on the earlier of the date actually
received,
on the next business day following transmission if by facsimile transmission,
or
the date
five
(5) days after the same was posted or sent. Either party may change its address
or its facsimile
number by giving the other party written notice, delivered in accordance with
this Section.
4.10
Amendment. No
amendment, modification, supplement or other purported alteration
of this Agreement will be binding unless it is in writing and signed by you
and
by the Company.
4.11
Entire Agreement. This
Agreement supersedes all previous dealings, understandings,
and expectations of the parties and constitutes the whole agreement with respect
to
the
matters contemplated hereby. Except as set forth in your Employment Agreement,
there are
no
representations, warranties, conditions or collateral agreements between the
parties with respect
to the matters contemplated hereby except as expressly set out
herein.
4.12
Governing Law. This
Agreement will be governed by and interpreted in accordance
with the laws of the Province of British Columbia and applicable laws of Canada
and the
parties hereto adorn to the exclusive jurisdiction of the provincial and federal
courts of such
province.
4.13
Independent Legal Advice. You
hereby acknowledge that you have obtained or have
had
an opportunity to obtain independent legal advice in connection with this
Agreement, and
further acknowledge that you have read, understand, and agree to be bound by
all
of the terms
and
conditions contained herein.
Acceptance
If
the
foregoing terms and conditions are acceptable to you, please indicate your
acceptance
of and agreement to the terms and conditions of this Agreement by signing below
on this
letter and on the enclosed copy of this letter in the space provided and by
returning the enclosed
copy so executed to us. Your execution and delivery to the Company of the
enclosed copy
of
this letter will create a binding agreement between us.
Thank
you
for your cooperation in this matter.
Yours
truly,
|
URIGEN
HOLDINGS INC.
|
||
| |
|
|
| By: | /s/ | |
|
Authorized Signatory |
||
Accepted
and agreed as of the the 21st day
of
April, 2006.
| /s/ Xxxxx Xxxx | |||
| Witness Signature | Signature Xxxxx Xxxx | ||
| Witness Name | |||
| Scientist | |||
| Occupation | |||
| 000 Xxx Xxxxx Xxx #0, Xxxxxxxx XX 00000 | |||
| Address |
EXHIBIT
A
EXCEPTIONS
TO SECTION 3.2
ASSIGNMENT
OF RIGHTS
[NONE
IF LEFT BLANK]
