EXHIBIT 10(h)
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CONSULTING AGREEMENT BETWEEN THE COMPANY AND CSO VENTURES, LLC
CONSULTING AGREEMENT
CONSULTING AGREEMENT ("Agreement"), dated as of January 1, 1996, between
SIGA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and CSO
Ventures LLC (the "Consultant").
WHEREAS, the Company desires to retain Consultant, and Consultant desires
to be retained pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, it is agreed as follows:
1. DUTIES. The Company hereby retains the Consultant to provide
business development, operations and other advisory services, and the Consultant
hereby accepts such retention and shall perform for the Company the duties
described herein, faithfully and to the best of its ability.
2. TERM. The Consultant's retention hereunder shall commence upon
the initial funding of the company and shall terminate on January 15, 1998,
unless within 90 days of that date, the parties elect by signed agreement to
renew or extend the term.
3. COMPENSATION AND EXPENSES.
(a) In consideration for Consultant's performing the Consulting
Services for the Company, the Company shall pay to Consultant a consulting fee
of $120,000 per year, payable monthly.
(b) In addition to its consulting fees, Consultant may also be paid
annual bonuses, and other compensation, including stock options, as may be
determined by the Board of Directors of the Company.
(c) The Company will reimburse Consultant for actual out-of-pocket
expenses incurred in connection with the performance of the Consulting Services,
provided that Consultant submits receipts or other expense records to the
Company in accordance with the Company's general reimbursement policy then in
effect.
4. SUCCESSORS AND ASSIGNS. This Agreement is binding upon and
inures to the benefit of the Company and its affiliates, successors and assigns
and is binding upon and inures to the benefit of Consultant and its successors
and assigns; provided that in no event shall Consultant's obligations to perform
the Consulting Services be delegated or transferred by Consultant without the
prior written consent of the Company.
5. TERMINATION.
(a) This Agreement may only be terminated by the Company for Cause.
(b) The Company shall have "Cause" to terminate this Agreement upon
any material breach by Consultant of any provision of this Agreement.
(c) In the event of a termination of this Agreement for Cause,
Consultant shall receive consulting fees only to the Date of Termination. If
the Company shall terminate Consultant other than for Cause, the Company shall
be obligated to pay Consultant the full amount of compensation due Consultant
hereunder through the completion of the term.
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6. CONFIDENTIALITY.
Consultant hereby recognizes that the value of all trade secrets and
other proprietary data and all other information of the Company not in the
public domain ("Confidential Information") disclosed by the Company in the
course of performing Consulting Services with the Company is attributable
substantially to the fact that such Confidential Information is maintained by
the Company in the strict confidentiality and secrecy and would be unavailable
to others without the expenditure of substantial time, effort or money.
Consultant, therefore, covenants and agrees to keep strictly secret and
confidential the Confidential Information of the Company in accordance with the
following provisions of this Section 6. Consultant covenants and agrees to
safeguard the Confidential Information of the Company disclosed to or otherwise
acquired by Consultant in the course of performing Consulting Services and to
prevent the disclosure or other dissemination thereof to any third party, or the
use thereof by any competitor. In implementation of the foregoing, Consultant
shall not disclose any of the Confidential Information of the Company to any
employee or consultant except those for whom disclosure is necessary for the
effective performance of their responsibilities as employees or consultants and,
in each case, only to the extent required for such effective performance of
responsibilities by employees or consultants to whom such disclosure is made
pursuant to this Section 6. The obligations undertaken by Consultant pursuant
to this Section 6 shall not apply to any Confidential Information which
hereafter shall become published or otherwise generally available to the public,
except in consequence of a willful or negligent act or admission by Consultant,
or its employees or consultants, in contravention of the obligations hereinabove
set forth in this Section 6, and such obligations shall, as so limited, survive
expiration or termination of this Agreement.
7. REPRESENTATIONS AND WARRANTIES. Consultant represents and
warrants that it is not under any obligation, contractual or otherwise to any
person or entity which would prevent it from entering into this Agreement or
prevent, impede or hinder it from fully faithfully performing any of its duties
and services hereunder.
8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
9. SEVERABILITY. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is restricted,
prohibited or unenforceable, such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction, prohibition or
unenforceability, without invalidating the remaining provisions hereof and
without affecting the validity or enforceability of such provision in any other
jurisdiction or its application to other parties or circumstances. In addition,
if any one or more of the provisions contained in this Agreement shall for any
reason in any jurisdiction be held to be excessively broad as to time, duration,
geographical scope, activity or subject, it shall be construed, by limiting and
reduction it, so as to be enforceable to the extent compatible with the
applicable law of such jurisdiction as it shall then appear.
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IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Company and Consultant as of the date first written above.
SIGA PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Authorized Officer
CSO VENTURES LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Authorized Officer
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