BIOHAVEN RESEARCH LTD. EMPLOYMENT AGREEMENT
Exhibit 10.16
This Employment Agreement (the “Agreement”) is by and between Biohaven Research Ltd., a company formed under the laws of the Territory of the British Virgin Islands (the “Company”), and Xxxxxxxx Xxxxx, an individual resident of the State of Connecticut (the “Executive”) effective as of the closing of that certain transaction in which Biohaven Pharmaceutical Holding Company Ltd. (“Biohaven”) spun-off its non-CGRP business into the Company (the “Transaction”). If the Transaction does not close, this Agreement shall be null and void ab initio.
WHEREAS, the Company and Executive desire to enter into this Agreement pursuant to retain Executive in the capacity of Chief Executive Officer, for the period and on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, the parties hereby agree as follows:
1
of nolo contendere) for illegal or criminal behavior or engagement in activities beyond the scope of his employment hereunder. Indemnification shall include all costs, including actual attorney’s fees and expenses reasonably incurred in pursuing indemnity claims under or enforcement of this Agreement.
(i) the expiration of the Term;
(ii) the mutual written agreement of the Company and the Executive;
(iii) the voluntary termination of the Executive; the death of Executive or Executives retirement;
(iv) Executive becoming completely unable to perform his duties as described herein due to injury, illness or disability (mental or physical), as determined by an independent physician selected with the approval of the Company and Executive, for a period of three (3) consecutive months (Disability); or
(v) the termination of the Executive by the Company.
(i) $350,000; and
(ii) all stock options held by the Executive will be deemed fully vested and exercisable on the Termination Date and the exercise period for such stock options will be increased by a period of two years from the Termination Date.
(a) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12
2
of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit A as long as such permitted activities do not have a material adverse effect on the Executives performance or this Agreement.
(b) Without the prior written consent of the Company and upon any termination of Executives employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (i) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended,
(ii) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitors business that is Competitive with the Business of the Company, or
(iii) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time.
(c) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, engage, hire, employ or solicit in any manner whatsoever the employment of an employee of the Company.
(d) For purposes of this Agreement, a business or activity is in Competition or Competitive with the Business of the Company if it involves, and a person or entity is a Competitor, if that person or entity is engaged in, or about to become engaged in, the research, development, design, manufacturing, marketing or selling of a specific product or technology that resembles, competes, or is designed to compete, with, or has applications similar to any product or technology for which the Company has obtained or applied for a patent or made disclosures, or any product or technology involving any other proprietary research or development engaged in or conducted by the Company during the term of Executives employment with the Company.
3
trade secrets, processes, computer software or programs and related documentation, methods, practices, fabricated techniques, marketing plans, and other compilations of information which relate to the Business of, and are owned by the Company which were not known generally to others engaged in the Business of the Company and which the Company has taken affirmative actions to protect from public disclosure or which do not exist in the public domain. All Confidential Information and Trade Secrets relating to the Business of the Company shall remain the exclusive property of the Company unless owned by Executive.
If to Executive: | Xx. Xxxxxxxx Xxxxx | ||||
Address | |||||
email: *** | |||||
If to the Company: | Biohaven Research Ltd. | ||||
000 Xxxxxx Xxxxxx | |||||
Xxx Xxxxx, XX 00000 | |||||
Chief Legal Officer | |||||
email: |
or to such other address or fax number as either party may from time to time designate in writing to the other.
11. ENTIRE AGREEMENT AND GOVERNING LAW. This Agreement, together with Exhibit A, constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes all prior agreements and understandings, whether oral or written, with respect to the same. No modification, alteration, amendment or revision of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by both parties hereto.. This Agreement and the rights and duties of the parties hereunder shall be governed by, construed under and enforced in accordance with the laws of the Territory of the British Virgin Islands.
4
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.
Biohaven Research Ltd. | |||||||||||
By: | Xxxxxx X. Xxxxxx | ||||||||||
Chief Legal Officer | |||||||||||
Xx. Xxxxxxxx Xxxxx |
5
Exhibit A
None
6