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EXHIBIT 10.56
AMENDMENT NO. 4
TO
CONSULTING AGREEMENT
THIS AMENDMENT NO. 4 ("Amendment") is effective as of July 1, 1999
("Effective Date"), by and between Guilford Pharmaceuticals Inc., a Delaware
corporation (the "Company"), and Xxxxxxx X. Xxxxxx, M.D., an individual residing
in the State of Maryland (the "Consultant").
WHEREAS, the Company and the Consultant are parties to a
Consulting Agreement dated September 1, 1995, as amended (the "Consulting
Agreement"), pursuant to which the Consultant has provided consulting services
to the Company; and
WHEREAS, the parties desire to extend such consulting relationship
on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the foregoing, the mutual
promises of the parties hereunder, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Consultant and
the Company hereby agree as follows:
1. The term of the Consulting Agreement is hereby extended for
the period commencing July 1, 1999 through September 30,
1999 (the "Fourth Extension").
2. In consideration of the performance of the Services by the
Consultant during the Fourth Extension, the Company agrees
to pay the Consultant at a rate of $14,166.67 per month,
payable in arrears.
3. Except as explicitly set forth in paragraph 2 above and in
the Consulting Agreement, Consultant shall receive no other
compensation (whether in cash, stock options or otherwise)
for his Services during the Fourth Extension.
4. The Consultant represents and warrants to the Company that
the Consultant is, as of the Effective Date, under no
contractual or other restriction or obligation, including
agreements or understandings with third parties, which
conflicts with the Consulting Agreement as amended hereby,
the performance of his duties under the Consulting
Agreement as amended hereby, or the other obligations of
the Consultant to the Company.
5. The parties acknowledge that they may enter into a further
amendment of the Consulting Agreement or a new superseding
consulting agreement in the future, the effect of which may
be to make retroactive modifications to the terms
(including those regarding compensation) of the Consulting
Agreement and/or this Amendment.
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The foregoing notwithstanding, the parties agree that this
Amendment and the Consulting Agreement shall not be amended
or supplemented except by a written document executed and
delivered by both parties hereto. The failure on the part
of either party to enforce, or any delay in enforcing, any
right, power or remedy that such party may have under this
Amendment or the Consulting Agreement shall not constitute
a waiver of any such right, power or remedy, or release the
other party from any obligations under this Amendment or
the Consulting Agreement, except by a written document
signed by the party against whom such waiver or release is
sought to be enforced.
6. Except as specifically set forth above in this Amendment,
the terms of the Consulting Agreement remain unchanged and
in full force and effect as set forth therein.
7. Capitalized terms used in this Amendment that have not been
defined herein shall have the meanings ascribed in the
Consulting Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment No. 4 as of the Effective Date.
GUILFORD PHARMACEUTICALS INC.
By: /s/ Xxxxx X. Xxxxx, M.D.
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Name: Xxxxx X. Xxxxx, M.D.
Title: President and Chief Executive Officer
CONSULTANT
/s/ Xxxxxxx X. Xxxxxx, M.D.
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Xxxxxxx X. Xxxxxx, M.D.
Address: 0000 Xxxxxxxxxx Xxxx, Xx. 0000
Xxxxxxxxx, Xxxxxxxx 00000
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