Dr. Robert Bartlett Ann Arbor, MI 48105 Consulting Agreement
Dr.
Xxxxxx Xxxxxxxx
0000
Xxxxx Xx.
Xxx
Xxxxx, XX 00000
THIS AGREEMENT (The
“Agreement”) entered into as of April 9, 2010 between Dr. Xxxxxx Xxxxxxxx
(“Consultant”) and MedaSorb Technologies Corporation and its wholly-owned
subsidiary CytoSorbents, Inc., a Nevada and Delaware corporation, respectively,
with offices at 0 Xxxx Xxxx Xx., Xxxxx X, Xxxxxxxx Xxxxxxxx, XX, 00000
(collectively, the “Company”). This agreement replaces the earlier
consulting agreement of January 2009.
Witnesseth
WHEREAS, the Consultant
possesses expertise in the areas of Medicine and desires to make available his
expertise for the benefits of the Company by providing services in such areas of
expertise; and
WHEREAS, Company desires to
engage Consultant as its Chief Medical Officer during the term of this
Agreement;
NOW, THEREFORE, in view of the
foregoing premises which are hereby incorporated as part of this Agreement, and
consideration of the mutual covenants herein contained, the parties hereto agree
as follows:
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1.
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The
services to be rendered by Consultant (the “Services”) are set forth in
Exhibit “B”. Services may be amended by written agreement of
Consultant and the Company and in doing, additional Exhibits would be
added.
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2.
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Consultant
agrees that during the term of this Agreement, Consultant shall perform
the Services in a timely fashion to the best of the Consultant’s abilities
and in accordance with the Company’s reasonable requests.
Consultant agrees to comply with the relevant
standard operating procedures of the Company as applicable, while
performing Services.
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3.
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It
is the express intention of the parties that Consultant be an independent
contractor and not an employee, agent, joint venture, or partner of
Company. Both parties acknowledge that Consultant is not an
employee of Company for state or federal tax
purposes. Consultant shall retain right to perform services for
others during the term of this
agreement.
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4.
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The
Agreement may be terminated by Consultant upon sixty (60) days’ written
notice, or by Company upon sixty (60) days’ notice. Unless
sooner terminated by either party, this Agreement shall remain in effect
until December 31, 2010, and thereafter as mutually agreed to in
writing.
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5.
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(a)
Consultant recognizes and acknowledges that the data collected, developed,
and maintained for Company by Consultant is a valuable property right of
the Company and will be kept confidential and secret and therefore agrees
to keep all information relating to such data in confidence and trust, and
will not use or disclose any such information
without the written consent of the Company, except as such use
may be necessary in the ordinary course of Consultant’s performance of the
Services for the Company.
(b)
Consultant agrees that all documents and other physical property furnished
to Consultant or produced by Consultant in connection with the performance
of the Services shall be and remain the sole property of the Company upon
request or upon the termination of the Agreement.
(c)
Consultant agrees to execute Company Non Disclosure Agreement
(d)
Consultant agrees any inventions or patents derived from consulting
services shall be the property of CytoSorbents. Inc. and assigned to the
Company at no further
cost.
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6.
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In
consideration of the Services rendered hereunder, Company shall compensate
Consultant at the rate set forth in Exhibit “A” hereto, together with
reimbursement for other out-of-pocket expenses actually incurred on behalf
of the Company and approved in advance of the Company. Travel
expenses will be submitted within 5 working days of completion of the
travel. Company will reimburse the Consultant within 15 days
from receipt of the expense report. Consultant shall invoice
Company as set forth in Exhibit “A”
hereto.
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7.
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Consultant
hereby represents that neither the execution of this Agreement, the
consulting relationship with the Company nor the performance of the
Services will violate any obligations of Consultant to any person, entity,
including, without limitation, the obligation to keep confidential
proprietary information of such person or
entity.
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8.
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Each party shall indemnify the
other from and hold it harmless against any loss, liability, damage,
action, cause of action, cost or expense (including without limitation
attorney’s fees) arising out of (a) any unauthorized act or omission of
the indemnitor which may be determined to be binding upon the indemnitee,
(b) any material breach of the obligations and undertakings of the
indemnitor hereunder, or (c) the negligent, reckless or willful misconduct
of the indemnitor.
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9.
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Company
agrees to comply with all reasonable requests of Consultant (and provide
reasonable access to documents) necessary to the performance of
Consultant’s duties under this
Agreement.
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10.
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Should
either party default in the performance of this Agreement or materially
breach any of its provisions, the other party may terminate this Agreement
by written notification to the other party. For purposes of
this section, material breach of this Agreement shall include, but not be
limited to, failure to meet the deadlines, destruction of property,
dishonesty, theft, or any actions which would tend to disparage the
business reputation of either party in the
community.
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11.
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This
Agreement shall be governed by and construed in accordance with the laws
of the State of New Jersey.
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12.
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This
Agreement cannot be altered or otherwise amended except pursuant to an
instrument in writing signed by Consultant and
Company.
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IN WITNESS WHEREOF Company and
Consultant have executed this Agreement as of the date first above
written.
| CONSULTANT |
MedaSorb
Technologies Corporation
and
CytoSorbents, Inc.
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Dr.
Xxxxxx Xxxxxxxx
Consultant
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EXHIBIT
“A”
CONSULTANT:
Dr.
Xxxxxx Xxxxxxxx
RATE
FOR SERVICE FOR:
Chief
Medical Officer
Compensation: $4,166.67
per month
Company
will make payment to Consultant on a monthly basis.
Company
will provide Consultant with Director and Officer insurance, as is customary per
company policy.
Consultant
will be eligible for bonus options at the end of the Term at the discretion of
company management.
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EXHIBIT
“B”
Consultant: Dr.
Xxxxxx Xxxxxxxx
Company: CytoSorbents,
Inc.
Scope of work: As
Chief Medical Officer (CMO)
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1.
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Assist
CytoSorbents in the European Sepsis
Trial
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a.
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Weekly
participation in calls with the European Sepsis Trial Principal
Investigator
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b.
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Monthly
participation in investigator’s
meetings
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c.
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Field
questions from investigators on the
trial
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d.
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Interface
with investigators in the trial on a regular basis to encourage
recruitment
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e.
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Interface
with the Data Safety Monitoring Board on behalf of the company and attend
meetings
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f.
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Participation
in the Sepsis Advisory Board
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g.
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Assistance
with site selection, initiation, and
recruitment
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h.
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Assist
in troubleshooting the clinical
trial
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i.
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Assist
in the analysis and write up of clinical or experimental
data
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j.
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Medical
input regarding protocol changes
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k.
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Assist
in regulatory filings
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l.
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Assist
Cytosorbents in reasonable matters or questions relating to the
trial
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2.
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Assist
CytoSorbents in discussions and/or filings with the
FDA
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a.
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Attend
scheduled FDA meetings
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b.
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Assist
in developing the trial protocol
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3.
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Participate
in discussions with potential strategic partners or investors as
needed
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4.
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Act
as a resource for CytoSorbent grant writing
efforts
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5.
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Assist
the company with manufacturing requirements requiring CMO input such as
CMO sign off on production release of
devices
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6.
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Assist
with Market/clinical input on CytoSorbents’ technology
applications
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7.
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Assist
with other reasonable matters in the course of business that are mutually
agreed upon
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