EXHIBIT 10.1
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Advisory Agreements for Xxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxx
ADVISORY AGREEMENT
Phage Therapeutics, Inc. ("PhageTx" or the "Company") desires to engage the
advisory services ("Services") of Xxxx X. Xxxxxxxxx, PhD, as an advisor
("Advisor") in the general field of Preclinical Testing. Advisor desires to
provide such Services to PhageTx. By execution of this Advisory Agreement (the
"Agreement"), and Advisor agrees to provide such Services in accordance with the
following terms and conditions:
1. Services - At times mutually agreeable to Advisor and PhageTx, and as
requested by PhageTX, Advisor will undertake the designated Services for one (1)
year, commencing on the effective date of this Agreement (See Section 4 below).
It is expected that Advisor will provide at least six (6) days of cumulative
Services during the one (1) year period of this Agreement, consisting of
periodic teleconferences, electronic mail, written communications, direct
meetings, and the like, upon the prior agreement of Advisor and PhageTx.
2. Compensation - In recognition of Advisor's contributions to the Company's
product development efforts, PhageTx wishes Advisor to participate int eh
Company's future success by granting to Advisor an option to purchase shares of
stock in the Company in accord with the legal terms and conditions of the Phage
Therapeutics, Inc. Stock Option Plan. The grant of options will be determined by
the Board of Directors, which functions as Administrator of the Stock Option
Plan, and will be executed through a separate Stock Option Agreement.
3. Independent Contractor - It is agreed that Advisor will have complete freedom
of action as to the details, methods, and means of performing the Services. It
is further understood that Advisor is retained and has contracted with PhageTx
only for the purposes and to the extent set forth in this Agreement, and that
Advisor's relation to PhageTx during the period of this Agreement shall be that
of an independent contractor, and that Advisor shall be free to dispose of such
portion of his entire time, energy and skill as he is not obligated to devote to
PhageTx in such manner as he sees fit and to such person, firms, or corporations
as he deems necessary, so long as same does not create a conflict of interest
between PhageTx and such other persons, firms or corporations. Advisor shall not
be considered under the provisions of this Agreement or otherwise as having the
status of an employee of PhageTx, nor shall Advisor be entitled hereafter to
participate in any plans, arrangements or distributions by PhageTx relating to
any pension, deferred compensation, bonus, stock bonus, hospitalization,
insurance or other benefits extended to its employees, since Advisor is
performing the Services as an independent contractor.
4. Effective Date, Term, Termination and Extension - This Agreement becomes
effective on January 1, 2001, and will continue in effect until December 31,
2001 (the first twelve-month-period). It is provided, however, that either
Advisor or PhageTx may terminate this Agreement at any time during its term by
giving at least one (1) month written notice to the other. At the sole option of
PhageTx, this Agreement may be extended for one (1) or more consecutive twelve
(12)-month period(s), under similar terms as are provided herein, by PhageTx's
providing to Advisor written notice of its desire to continue the Agreement for
an additional term by at least two (2) months prior to the end of the twelve
(12)-month period in question. However, certain of the terms may be modified by
mutual agreement of the parties.
5. Inventions - During Advisor's Service to PhageTx, PhageTx may disclose
certain confidential information to Advisor and may ask Advisor to participate
in activities that may result in inventions related to PhageTx's technology or
business. To the extent that Advisor is not precluded from doing so by a
pre-existing employment contract or another agreement, where, as a direct result
of such Services to PhageTx, Advisor receives or is made aware of techn ical
information by a PhageTx employee, consultant, advisor or contractor that causes
Advisor to conceive, make or develop any inventions relating to PhageTx's
bacteriophage technology or products, Advisor's signature hereon notices that
Advisor agrees to: a) give notice of any such invention to PhageTx; b) assign to
PhagTx all of Advisor's rights therein, in-so-far as those rights are not
subject to conditions of Advisor's current employment or another agreement; and,
c) execute any documents and otherwise reasonably cooperate with PhageTx in
securing patents on such inventions.
6. Security - Advisor shall, during and subsequent to providing Services to
PhageTx, keep confidential and shall not use any technical or other proprietary
information provided by PhageTx, including knowledge of PhageTx projects,
general activities and proprietary information not publicly disclosed relating
to PhageTx's technology, products and business which Advisor may acquire as a
result of the Services or otherwise. Advisor shall hold all such information in
strict confidence and shall not use or disclose such information in any manner,
or cause same to be published without PhageTx's prior written consent. This
obligation of confidence has been agreed to and is provided for between Advisor
and PhageTx in a separate Confidential Disclosure Agreement executed by both
parties on 9 Feb. 2001.
PhageTx shall be free to utilize the results of the Services described under
this Agreement without any further payment or obligation to Advisor. Thus, it is
also essential that Advisor shall undertake not to disclose to PhageTx any
information which is secret or confidential or belonging to Advisor or to a
third party, or with respect to which Advisor is under an obligation to a third
party to maintain confidentiality. Similarly, if during this Agreement Advisor
discloses any inventions to PhageTx which were conceived prior to the term or
are outside the scope of the Services under this Agreement, PhageTx shall have
no liability to Advisor because of its use of such ideas, except that this shall
not be construed as a license under any valid patent now or hereafter issued
thereon.
7. Publicity - Advisor shall not originate any publicity, news releases, or
other public announcement, written or oral, whether to the public press or
otherwise, relating to this Agreement, to any amendment hereto, or to
performance hereunder without PhageTx's prior written consent.
8. Conflict of Interest - Advisor represents that he is presently under no
obligation to any third party (including a prior employer, government
organization, and others with whom he may now consult or may have consulted
previously) which would prevent his carrying out his duties and obligations
under this Agreement or which is inconsistent with the provisions contained
herein. To avoid any potential conflict of interest, Advisor agrees to provide
written notice to PhageTx within one (1) week of entering into any consulting,
advisory or research agreement with a corporate third party in the field of
bacteriophage technology or products during the period Advisor is providing
Services to PhageTx. The term "Corporate" is intended to mean any organization
operating in the United States of America or in a foreign country with an
expressed intent to make profits and includes organizations like limited
partnerships, joint ventures, corporations, and the like.
9. Freedom of Action - It is agreed that Advisor's rendering of services under
this Agreement shall in no way conflict or interfere with his existing
professional responsibilities. In that Advisor is an independent contractor, and
not an employee of PhageTx, PhageTx shall not be responsible for Advisor's acts
while Advisor is performing the Services hereunder, whether on PhageTx's
premises or elsewhere, and Advisor shall not have authority to speak for,
represent, or obligate PhageTx in any way without the explicit prior written
authority from PhageTx.
If any part of this Agreement shall be held as unenforceable, the remainder of
the Agreement shall nevertheless remain in full force and effect and the
unenforceable provision shall be construed by the court in such a manner as to
be held enforceable while giving maximum effect to the intended meaning.
Please indicate Advisor's acceptance of the foregoing by returning a fully
executed copy of this Agreement to PhageTx.
Phage Therapeutics, Inc.: Advisor:
00000 - 000xx Xxxxxx Xx, Xxxxx 000 Xxxx X. Xxxxxxxxx, PhD
Xxxxxxx, XX 00000 0000 - 000xx Xxxxxx XX
Xxxxxxx, XX 00000
By: /s/ Xxxxxxx X. Honour /s/ By: /s/ Xxxx X. Xxxxxxxxx /s/
------------------------- -------------------------
Xxxxxxx X. Honour, PhD Xxxx X. Xxxxxxxxx, PhD
President & CEO Advisor
Date: 02.09.01 Date: 2/08/01
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ADVISORY AGREEMENT
Phage Therapeutics, Inc. ("PhageTx" or the "Company") desires to engage the
advisory services ("Services") of Xxxxxxx X. Xxxxxxx, RAC, as an advisor
("Advisor") in the general field of Regulatory Affairs. Advisor desires to
provide such Services to PhageTx. By execution of this Advisory Agreement (the
"Agreement"), and Advisor agrees to provide such Services in accordance with the
following terms and conditions:
1. Services - At times mutually agreeable to Advisor and PhageTx, and as
requested by PhageTX, Advisor will undertake the designated Services for one (1)
year, commencing on the effective date of this Agreement (See Section 4 below).
It is expected that Advisor will provide at least twelve (12) days of cumulative
Services during the one (1) year period of this Agreement, consisting of
periodic teleconferences, electronic mail, written communications, direct
meetings, and the like, upon the prior agreement of Advisor and PhageTx.
2. Compensation - In recognition of Advisor's contributions to the Company's
product development efforts, PhageTx wishes Advisor to participate int eh
Company's future success by granting to Advisor an option to purchase shares of
stock in the Company in accord with the legal terms and conditions of the Phage
Therapeutics, Inc. Stock Option Plan. The grant of options will be determined by
the Board of Directors, which functions as Administrator of the Stock Option
Plan, and will be executed through a separate Stock Option Agreement.
3. Independent Contractor - It is agreed that Advisor will have complete freedom
of action as to the details, methods, and means of performing the Services. It
is further understood that Advisor is retained and has contracted with PhageTx
only for the purposes and to the extent set forth in this Agreement, and that
Advisor's relation to PhageTx during the period of this Agreement shall be that
of an independent contractor, and that Advisor shall be free to dispose of such
portion of his entire time, energy and skill as he is not obligated to devote to
PhageTx in such manner as he sees fit and to such person, firms, or corporations
as he deems necessary, so long as same does not create a conflict of interest
between PhageTx and such other persons, firms or corporations. Advisor shall not
be considered under the provisions of this Agreement or otherwise as having the
status of an employee of PhageTx, nor shall Advisor be entitled hereafter to
participate in any plans, arrangements or distributions by PhageTx relating to
any pension, deferred compensation, bonus, stock bonus, hospitalization,
insurance or other benefits extended to its employees, since Advisor is
performing the Services as an independent contractor.
4. Effective Date, Term, Termination and Extension - This Agreement becomes
effective on January 1, 2001, and will continue in effect until December 31,
2001 (the first twelve-month-period). It is provided, however, that either
Advisor or PhageTx may terminate this Agreement at any time during its term by
giving at least one (1) month written notice to the other. At the sole option of
PhageTx, this Agreement may be extended for one (1) or more consecutive twelve
(12)-month period(s), under similar terms as are provided herein, by PhageTx's
providing to Advisor written notice of its desire to continue the Agreement for
an additional term by at least two (2) months prior to the end of the twelve
(12)-month period in question. However, certain of the terms may be modified by
mutual agreement of the parties.
5. Inventions - During Advisor's Service to PhageTx, PhageTx may disclose
certain confidential information to Advisor and may ask Advisor to participate
in activities that may result in inventions related to PhageTx's technology or
business. To the extent that Advisor is not precluded from doing so by a
pre-existing employment contract or another agreement, where, as a direct result
of such Services to PhageTx, Advisor receives or is made aware of techn ical
information by a PhageTx employee, consultant, advisor or contractor that causes
Advisor to conceive, make or develop any inventions relating to PhageTx's
bacteriophage technology or products, Advisor's signature hereon notices that
Advisor agrees to: a) give notice of any such invention to PhageTx; b) assign to
PhagTx all of Advisor's rights therein, in-so-far as those rights are not
subject to conditions of Advisor's current employment or another agreement; and,
c) execute any documents and otherwise reasonably cooperate with PhageTx in
securing patents on such inventions.
6. Security - Advisor shall, during and subsequent to providing Services to
PhageTx, keep confidential and shall not use any technical or other proprietary
information provided by PhageTx, including knowledge of PhageTx projects,
general activities and proprietary information not publicly disclosed relating
to PhageTx's technology, products and business which Advisor may acquire as a
result of the Services or otherwise. Advisor shall hold all such information in
strict confidence and shall not use or disclose such information in any manner,
or cause same to be published without PhageTx's prior written consent. This
obligation of confidence has been agreed to and is provided for between Advisor
and PhageTx in a separate Confidential Disclosure Agreement executed by both
parties on October 16, 2000
-----------------
PhageTx shall be free to utilize the results of the Services described under
this Agreement without any further payment or obligation to Advisor. Thus, it is
also essential that Advisor shall undertake not to disclose to PhageTx any
information which is secret or confidential or belonging to Advisor or to a
third party, or with respect to which Advisor is under an obligation to a third
party to maintain confidentiality. Similarly, if during this Agreement Advisor
discloses any inventions to PhageTx which were conceived prior to the term or
are outside the scope of the Services under this Agreement, PhageTx shall have
no liability to Advisor because of its use of such ideas, except that this shall
not be construed as a license under any valid patent now or hereafter issued
thereon.
7. Publicity - Advisor shall not originate any publicity, news releases, or
other public announcement, written or oral, whether to the public press or
otherwise, relating to this Agreement, to any amendment hereto, or to
performance hereunder without PhageTx's prior written consent.
8. Conflict of Interest - Advisor represents that he is presently under no
obligation to any third party (including a prior employer, government
organization, and others with whom he may now consult or may have consulted
previously) which would prevent his carrying out his duties and obligations
under this Agreement or which is inconsistent with the provisions contained
herein. To avoid any potential conflict of interest, Advisor agrees to provide
written notice to PhageTx within one (1) week of entering into any consulting,
advisory or research agreement with a corporate third party in the field of
bacteriophage technology or products during the period Advisor is providing
Services to PhageTx. The term "Corporate" is intended to mean any organization
operating in the United States of America or in a foreign country with an
expressed intent to make profits and includes organizations like limited
partnerships, joint ventures, corporations, and the like.
9. Freedom of Action - It is agreed that Advisor's rendering of services under
this Agreement shall in no way conflict or interfere with his existing
professional responsibilities. In that Advisor is an independent contractor, and
not an employee of PhageTx, PhageTx shall not be responsible for Advisor's acts
while Advisor is performing the Services hereunder, whether on PhageTx's
premises or elsewhere, and Advisor shall not have authority to speak for,
represent, or obligate PhageTx in any way without the explicit prior written
authority from PhageTx.
If any part of this Agreement shall be held as unenforceable, the remainder of
the Agreement shall nevertheless remain in full force and effect and the
unenforceable provision shall be construed by the court in such a manner as to
be held enforceable while giving maximum effect to the intended meaning.
Pleas indicate Advisor's acceptance of the foregoing by returning a fully
executed copy of this Agreement to PhageTx.
Phage Therapeutics, Inc.: Advisor:
00000 - 000xx Xxxxxx Xx, Xxxxx 000 Xxxxxxx X. Xxxxxxx
Xxxxxxx, XX 00000 00000 XX 000xx Xx.
Xxxxxxxxxxx, XX 00000
By: /s/ Xxxxxxx X. Honour /s/ By: /s/ Xxxxxxx Xxxxxxx /s/
------------------------- -----------------------
Xxxxxxx X. Honour, PhD Xxxxxxx Xxxxxxx
President & CEO Advisor
Date: 02.09.01 Date: 2/09/01
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