EXHIBIT 10.3(a)
FIRST AMENDMENT TO CONSULTING SERVICE AGREEMENT
This First Amendment to the Consulting Service Agreement ("First
Amendment") is made as of January __, 2003 by and between ImmuneRegen
BioSciences, Inc., a Delaware corporation having a its principal place of
business at 8665 E. Xxx Xx Xxxxxxx Xxxxxxxxx, Xxxxx X000, Xxxxxxxxxx, Xxxxxxx
00000 (hereinafter the "Company") and Xxxx Xxxxxx, Ph.D, an individual having
its principal place of business at 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx
00000 (hereinafter, the "Consultant").
RECITALS:
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WHEREAS, Company and Consultant are parties to a certain Consulting
Agreement, dated as of December 16, 2002 and as may be amended from time to time
(the "Agreement"); and
WHEREAS, Company and Consultant desire to amend the Agreement as
hereinafter set forth;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 1 of the Agreement is hereby amended to read in its entirety as
follows:
1. PROVISION OF SERVICES.
(a) Consultant agrees, to the extent reasonably requested by the
President of the Company and reasonably required in the conduct of the business
of the Company, as determined by the Consultant, to place at the disposal of the
Company its judgment and experience and to provide consulting services to the
Company including, but not limited to, the following:
o Research is in the area of acute lung injury as characterized
by models of Acute Respiratory Distress Syndrome and lung
injury caused by exposure to environmental toxicants such as
cigarette smoke, air pollutants and occupational airborne
toxins;
o Meet with and make presentations to potential and existing
investors and business partners of the Company as requested;
o Other contracted research for the Company;
o Assist and advise the Company, its officers and directors with
the Company's business development and strategic planning; and
o Sit on the Company's Board of Directors and Advisory Boards as
elected.
All such services shall at all times be at the request of the Company.
Consultants is to be available to the Company as needed, except for as it
conflicts with his duties and
responsibilities as a faculty member at the University of Arizona, and for
no more than forty-eight (48) hours in a seven-day consecutive period
(unless required by out-of-town travel) but at least a minimum of
thirty-two (32) hours in a seven-day period.
(b) Consultant agrees to use its best efforts at all times in the
furnishing of advice and recommendations, and for this purpose Consultant shall
at all times maintain or keep available for the Company an adequate organization
of personnel or a network of outside professionals for the performance of its
obligations under this Agreement as needed.
2. Section 2 of the Agreement is hereby amended to read in its entirety as
follows:
COMPENSATION. In consideration for services to be rendered under this
Agreement, the Company and Consultant hereby agree that hereby agree that the
Company shall (a) pay Consultant a non-refundable fee equal to $5,000 per month,
which will accrue until the Company raises at least $2,000,000 in equity or debt
financing in one or a series of transactions, at which time it which time such
accrued amount will be due and payable. The $5,000 per month fee will remain in
effect for the term of the Agreement or until renegotiated upon agreement of
both the Consultant and the Company.
The Company agrees to reimburse Consultant for its expenses incurred by
the Consultant in connection with its services hereunder. All expenses shall be
approved in advance by the Company in writing.
3. Section 5 of the Agreement is hereby amended to read in its entirety as
follows:
STATUS OF CONSULTANT. Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this Agreement,
shall have no authority to act for or represent the Company. The Company shall
neither have nor exercise any control or direction of Consultant's professional
judgment, nor over the methods or manner in which Consultant performs his
duties. Consultant will not be entitled to any employee benefits provided by the
Company. The Company will not withhold any income taxes or pay any social
security, FICA or unemployment taxes for Consultant, such being Consultant's
sole responsibility.
4. Section 8 of the Agreement is hereby amended to read in its entirety as
follows:
TERM. Consultant's retention hereunder shall be for a three-year period,
commencing upon the execution of this Agreement. Upon the second anniversary of
this Agreement and each successive second anniversary following a renewal of
this Agreement, this Agreement shall automatically renew for a new three-year
term. This Agreement may be amended and renegotiated upon the written agreement
of both the Consultant and the Company.
This First Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument. A copy of this First Amendment that is signed and delivered by
telecopy or other facsimile transmission shall be considered an original,
executed First Amendment.
IN WITNESS WHEREOF, the parties have executed this First Amendment to the
Consulting Service Agreement as of the date first above written.
IMMUNEREGEN BIOSCIENCES, INC.
By: /S/ XXXXXXX XXXXXXX
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Xxxxxxx X. Xxxxxxx,
President
ACKNOWLEDGED AND ACCEPTED: XXXX XXXXXX, PH.D
Dated: January __, 2003 By: /S/ XXXX X. XXXXXX
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Xxxx Xxxxxx, Ph.d
