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EXHIBIT 10.24
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, having an effective date of November
6, 2000, is made between NEORX CORPORATION (hereinafter referred to as "NeoRx"),
000 Xxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, and XXXXXXXX GIVEN, M.D., PH.D.
(hereinafter referred to as "Consultant"), 000 Xxxxxx Xxxxxx, Xxxxx Xxxx,
Xxxxxxxxxx 00000.
The parties agree as follows:
1. Term. The term of this Agreement shall be from November 6,
2000 through April 6, 2001. Either party may terminate this Agreement
immediately with cause, or upon 30 days prior written notice without cause.
2. Services to be Provided. Consultant shall provide consulting
services primarily related to NEORX'S SKELETAL TARGETED RADIOTHERAPY (STR)
PROJECT, INCLUDING BUT NOT LIMITED TO, STR MEDICAL AND MANUFACTURING MATTERS,
AND ALSO GENERAL NEORX MEDICAL AND TECHNICAL MATTERS. Such services will be
provided at a minimum of 2 days per week at NeoRx and off-site as needed.
3. Independent Contractor. The parties understand and hereby
acknowledge that nothing in this Agreement shall be construed to create any
relationship other than that of an independent contractor relationship.
Consultant is not an agent, employee, officer or trustee of NeoRx, and is not
entitled to the benefits provided by NeoRx to its agents, employees, officers or
trustees, except as may be expressly provided herein. NeoRx may, during the term
of this Agreement, engage other independent contractors to perform consultant
services. To that end, NeoRx will retain no control over the methods by which
Consultant performs his services, provided, however, that the days on which
Consultant's services are required may be determined by NeoRx according to its
needs. These services may be provided to NeoRx by telephone or at meetings
convened at a mutually agreeable time and place, or may be provided to others at
NeoRx's request.
4. Compensation. During the term of this Agreement, NeoRx shall
pay Consultant the sum of $25,000 once monthly upon receipt of an invoice for
the services directed to "Attention: Xxxxxxx Xxxx." Consultant understands that
he is an independent contractor and will be responsible for his own withholding
taxes and social security deductions.
As further compensation, NeoRx shall also grant Consultant
certain stock options as set forth in the Stock Option Letter Agreement dated
November 16, 2000.
The invoice submitted by Consultant shall provide the date and a
brief description of services rendered per day, and NeoRx shall provide payment
for approved services within thirty (30) days of receipt of such invoice. In
addition, NeoRx shall reimburse Consultant for actual and necessary
out-of-pocket expenses incurred, where such expenses are related to services
rendered under this Agreement. Consultant shall submit a monthly itemized
expense statement to NeoRx and NeoRx shall provide reimbursement of approved
expenses within thirty (30) days
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of receipt of such statement; this expense statement shall also be directed to
the attention of Xxxxxxx Xxxx.
5. Confidential Information and Property. Consultant agrees that
he will not disclose or use any Confidential Information relating to NeoRx, or
any property of NeoRx, except as NeoRx shall direct. "Confidential Information"
includes all plans, research, test procedures and results, products, formulas,
processes, protocols, computer data, customer lists, marketing plans, financial
information, business strategies, relationships with third parties of NeoRx, and
all information related to NeoRx and not generally available to the public.
"Property" means chemical, biochemical, biological, synthetic and other
materials used in NeoRx's business. Consultant agrees that no patent rights or
licenses are granted to Consultant by this paragraph, and further agrees that
NeoRx has no obligation to grant Consultant any rights in patents, Confidential
Information or property of NeoRx. Consultant consents that NeoRx may disclose to
others that he is acting as a consultant relative to the services described in
paragraph 2. The restrictions contained in this paragraph 5 concerning
confidentiality shall be effective during the term of this Agreement and at all
times thereafter.
6. Exceptions. Consultant shall not be subject to the restrictive
obligations set forth in Section 5 as to the disclosure or use of any
information which : (1) is or later becomes publicly known under circumstances
involving no breach of this Agreement by Consultant; (2) is already known to
Consultant at the time of receipt of the information; (3) is lawfully made
available to Consultant by a third party; or (4) is required by law or
regulation.
Specific Confidential Information shall not be considered to fall
within the above exceptions merely because it is within the scope of more
general information within an exception. Furthermore, a combination of features
shall not be considered to fall within the above exceptions unless the
combination itself, including its principles of operation, are within the
exceptions.
7. Assignment. All Inventions which Consultant conceives,
develops or actually reduces to practice, either alone or with others, relating
to the actual services provided by Consultant shall be the exclusive property of
NeoRx. Consultant hereby assigns to NeoRx or its designee all of Consultant's
right, title and interest in and to any Invention, any patent applications
relating thereto, and any patents granted thereon, and will execute any such
formal Assignment documents upon request of NeoRx. Consultant shall disclose
such Inventions to NeoRx promptly and in writing. When requested and at NeoRx's
expense, Consultant will assist NeoRx or its designee in efforts to protect
NeoRx's proprietary and patent rights to such Inventions.
For the purposes of this Agreement, "Invention" shall mean all
inventions, discoveries, concepts and ideas, whether patentable or not,
including but not limited to articles, processes, methods, formulas, systems and
techniques, as well as improvements and derivations and know-how related
thereto.
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8. Adherence to Terms. Consultant agrees that he shall require
his officers, employees, affiliates, associates, agents, contractors and other
personnel to adhere to the terms of this Agreement.
9. Entire Agreement. This Agreement expresses the entire
understanding between the parties on the subject matter hereof. The provisions
of this Agreement may not be waived or modified except by a writing signed by
the party against whom enforcement is sought. No waiver of breach shall
constitute a subsequent waiver of any subsequent breach, and if any provisions
of this Agreement are held to be invalid or unenforceable, the remaining
provisions shall remain valid and enforceable.
NeoRx Corporation
Date: By:
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Xxxx X. Xxxxxx, M.D., X.X.
Chief Executive Officer
Date:
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Xxxxxxxx Given, M.D., Ph.D.
Soc. Sec. or Tax ID
