EXHIBIT 10.15
AGREEMENT FOR CONSULTING SERVICES
This Agreement is made by and between Pegas Pharmaceuticals, Inc., a
Delaware corporation, (the "Company") and Xxxxxx X. Xxxxxxx, M.D. (the
"Consultant") as of August 7th, 1992.
1. Services. The Consultant shall provide to the Company the services
set forth in Exhibit A in accordance with the terms and conditions contained in
this Agreement.
2. Term. Unless terminated in accordance with the provisions of
Paragraph 7 hereinbelow, this Agreement shall remain in force, and the services
provided by the Consultant to the Company shall be performed, until July 31,
1996.
3. Consideration for Services Rendered. In exchange for Consultant's
providing the services as described herein, the Company shall pay the Consultant
the amount set forth in paragraph 4 of Exhibit A. In addition, as set forth in
paragraph 4 of Exhibit A, Consultant shall have the right to purchase shares of
the Company's Common Stock pursuant to a Stock Purchase Agreement of even date
herewith. In addition, the Company shall reimburse the Consultant for all
expenses approved in writing by the Company including travel.
4. Nature of Relationship. The Consultant is an independent contractor
and will not act as an agent nor shall he be deemed an employee of the Company
for any purposes, including without limitation any employee benefit programs,
income tax withholding, FICA taxes, unemployment benefits or otherwise. The
Consultant shall not enter into any agreement or incur any obligations on the
Company's behalf, or commit the Company in any manner whatsoever, without the
Company's prior written consent.
5. Inventions, Patents and Technology. The Consultant shall promptly and
fully disclose and assign and transfer to the Company any and all inventions,
improvements, discoveries, developments, original works of authorship, trade
secrets, or other intellectual property which relate directly to the business of
the Company and which are conceived, developed or reduced to practice by the
Consultant during the performance of the services performed for the Company
hereunder ("Proprietary Information"). Subject to Section 4.5 of the certain
Exclusive License Agreement entered into by and between the Company, Endoluminal
Therapeutics, Inc. ("ETI"), and Consultant dated August 7th, 1992 ("License
Agreement"), if the Consultant conceives, develops or reduces to practice during
the term of this Agreement information which Consultant is not obligated to
assign to Company under the preceding sentence, Consultant shall promptly give
the Company written notice describing such information in general terms.
Consultant agrees to negotiate in good faith exclusively with the Company for
rights in any such information for a period of ninety (90)days before offering
rights in any such information to any third party. In the event that Consultant
and the Company have not agreed upon the terms and conditions for rights in such
information within ninety (90) days after initiating negotiations, Consultant
shall be free to initiate negotiations and enter into an agreement with a third
party relating to rights in such information without further obligation to the
Company,
provided that Consultant shall not enter into an agreement with such third party
under terms and conditions substantially more favorable to Consultant than the
terms and conditions last presented to the Company unless such more favorable
terms and conditions are presented to the Company and, within thirty (30) days
after receipt by the Company, the Company does not accept such more favorable
terms and conditions in writing. Proprietary Information shall be considered
Company Information, as defined in Paragraph 6 hereinbelow, and treated
accordingly by the parties. The Company shall be the sole owner of all right,
title and interest in and to any and all Proprietary Information, including all
patents that may result therefrom. Consultant shall execute any and all
documentation requested by the company in connection with the foregoing.
6. Confidentiality. The Consultant agrees that he shall not use (except
for the Company's benefit) or divulge to anyone, either during the term of this
Agreement or for five (5) years thereafter, any of the Company's trade secrets
or other confidential or proprietary data or information of any kind whatsoever
("Company Information") acquired by the Consultant in carrying out the terms of
this Agreement. The Consultant further agrees that upon completion or
termination of this Agreement, he will turn over to the Company, or make such
disposition thereof as may be directed or approved by the Company, any notebook,
data, information or other material acquired or compiled by the Consultant in
carrying out the terms of this Agreement. Notwithstanding the foregoing, the
Consultant shall be free to disclose any results, information, discoveries,
inventions or data which has been acquired by Consultant outside of this
Agreement, except as otherwise agreed in writing between Company and Consultant.
The Consultant further agrees that he will not disseminate and/or publish any
research results, information, discoveries, inventions or data conceived or
developed in the course of any work sponsored by the Company at any medical
institution or any institution of higher learning, without the written approval
of the Company. Consultant shall not divulge Company Information to any person
unless approved in writing by the Company. Nothing herein will limit or alter
the rights and obligations of Consultant and ETI under the License Agreement,
and in the event of any conflict between the terms of this Agreement and the
terms of the License Agreement, the terms of the License Agreement will control.
7. Termination. Without limiting any rights which either party may have
by reason of any default by the other party, either party reserves the right to
terminate this Agreement at its convenience by written notice given sixty (60)
days prior to the date of such termination. Such termination shall be effective
in the manner and upon the date specified in said notice. The provisions of
Paragraph 6 hereinabove shall survive any termination or expiration of this
Agreement.
8. Consultant's Covenants. Consultant hereby covenants and agrees that,
during the term of this Agreement, except for his obligations to his primary
employment described in Paragraph 9 hereinbelow, Consultant shall not become
employed by or perform consulting services for any person or entity that is or,
as a result of such services, would become a competitor in the Company's field
of business without the Company's prior written consent, which will not be
unreasonably withheld. Consultant agrees that, during the term of this
Agreement, he will inform the Company immediately if he becomes aware of an
actual or potential conflict of interest due to any changes in the business
interests of the Company or due to any changes in the business interests of
other companies for which
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Consultant serves as consultant, advisor or otherwise which cause any of such
companies to become competitors in the Company's field of business.
9. Primary Employer. The Company and the Consultant recognize that the
Consultant's primary duty is to his current primary employer, and that such
primary employer's policy guidelines and the Consultant's obligations to such
primary employer shall govern in the event a conflict arises with this Agreement
or his obligations, hereunder. If Consultant should leave his current primary
employer and accepts employment with a similar institution, the guidelines of
that institution shall govern.
10. Miscellaneous.
(a) No failure on the part of either party to exercise, and no delay
in exercising, any right or remedy hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right or remedy granted hereby or by any other document or by law.
(b) This Agreement shall be deemed to be a contract made under the
law of the State of California and for all purposes this Agreement, plus any
related or supplemental documents and notices required hereby, shall be
interpreted and construed in accordance with and be governed by the law of such
state without regard to rules of conflicts of laws.
(c) This Agreement may not be and shall not be deemed or construed to
have been modified, amended, rescinded, cancelled or waived, in whole or in
part, except by written instruments signed by the parties hereto.
(d) This Agreement, including Exhibit A attached hereto and made a
part hereof, constitutes and expresses the entire agreement and understanding
between the parties as to the matters agreed to herein. All previous
discussions, promises, representations and understandings between the parties
relative to this Agreement, if any, are hereby merged into this document.
(e) The Consultant may not subcontract any part or all of the
services to be provided without the prior written consent of the Company;
however, the Consultant may, at his own expense, use assistants to accomplish
the services required by this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
CONSULTANT:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, M.D.
0000 Xxxx Xxxxxxx Xxx Xxxxxxx
Xxxxxx, XX 00000
Social Sec. No. ###-##-####
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PEGAS PHARMACEUTICAL, INC.
By: /s/ Xxxxxxx X. Xxxx
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Title: Vice President, Corporate Development
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AGREEMENT FOR CONSULTING SERVICES
EXHIBIT A
1. Description of consulting services: See Attachment #1.
2. Anticipated Number of Days per Month (none of which to be included
within Consultant's tour of duty with the Department of Veteran's
Affairs): one (up to 12 days per year as required by Company).
3. The Consultant shall report to the Company's Chief Executive Officer.
As the effective date of this Agreement the Company's Chief Executive
Officer is Xxxx Xxxxx.
4. Consideration for services.
Cash Payment: $20,000 per year (payable in monthly installments
on the last day of each calendar month), none of which to be paid for
time included in Consultant's tour of duty with the Department of
Veteran's Affairs.
Common Stock: Consultant shall have the right to purchase shares
of the Company's Common Stock pursuant to a Stock Purchase Agreement
of even date herewith.
ATTACHMENT #1
Description of Consulting Services
1. Sscientific Advisor: Cardiology
- Attend cardiology advisory meetings monthly at times and places
reasonably acceptable to Consultant in light of his commitments
to his primary employer.
- Play a key role in the company's cardiology product development
team which will consist of in house scientists, engineers and
management; and outside leading invasive cardiology advisors.
- Be available for review of company's research plans and research
in Xx. Xxxxxxx'x laboratories at reasonable times.
- Facilitate transfer of technology of endoluminal paving to the
Company.
- Be available to consult for the company in the area of physician
and patient needs in the field of invasive cardiology.
2. Attend outside meetings as requested by the Company at times and
places reasonably acceptable to Consultant in light of his commitments
to his primary employer.
- Corporate development meetings.
- Fund raising meetings (i.e. venture capital and other).
- FDA/regulatory.
3. Recruiting
- Play an important role in recommending key employees and
scientific advisors to aid the Company's efforts in cardiology.
- As requested by the Company, interview key candidates.
- As requested by the Company, check references on key candidates.
