FIRST AMENDMENT TO SERVICES AGREEMENT
Exhibit
10.14
FIRST
AMENDMENT TO
THIS FIRST AMENDMENT to Services
Agreement (the “Amendment”), is made as of
September 9, 2010, by and between Arno Therapeutics, Inc., a Delaware
corporation (“Arno”),
and Two River Consulting, LLC, a Delaware limited liability company (“Consultant”). Arno
and Consultant may each be referred to hereinafter as a “Party” or,
collectively, as the “Parties.”
WHEREAS, the Parties entered into that
certain Services Agreement dated June 1, 2009 (the “Agreement”) relating to the
engagement of Consultant by Arno to perform various services as described in the
Agreement (the “Services”); and
WHEREAS, the Parties desire to amend
the Agreement in order to: (i) amend the Term of the Agreement such that the
Term shall expire on April 1, 2011, (ii) limit the scope of the Services to be
provided by Consultant under the Agreement to such Services as may be approved
or modified by Arno from time to time, and (iii) provide for a non-solicitation
provision pursuant to which Consultant shall agree to refrain from soliciting or
inducing any employee of Arno to leave the employ of Arno and from soliciting
customers of Arno during the Term and for a period of one (1) year
thereafter.
NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants and agreements hereinafter set forth, the Parties agree as
follows:
1. The
Term of the Agreement shall terminate on April 1, 2011, unless such Term is
otherwise extended by the mutual written agreement of the Parties, provided however, that any
such agreement to extend the Term must be approved by the affirmative vote of
the Board of Directors of Arno (the “Board”), which vote shall
include the affirmative votes of all three Investor Directors (as such term is
defined in that certain Securities Purchase and Registration Rights Agreement
dated September 3, 2010, by and among Arno and the purchasers identified
therein).
2. Notwithstanding
anything to the contrary in the Agreement, the Services to be provided pursuant
to the Agreement are hereinafter limited to such Services as the Board approves
in writing, from time to time, with such approval to include the affirmative
votes of all three Investor Directors. In the event that the Board
limits the scope of Services to be provided by Consultant under the Agreement, a
corresponding adjustment mutually agreed upon by the Parties shall be made to
the Compensation paid to Consultant thereunder.
3. During
the Term and for a period of one year thereafter, Consultant, without the prior
written approval from the Board, including the affirmative votes of all three
Investor Directors, shall not, directly or indirectly:
(a) solicit
or induce any employee of Arno or any of its subsidiaries to leave the employ of
Arno or such subsidiaries; or
(b) solicit
the business of any customer of Arno or any of its subsidiaries with respect to
products or services similar to or competitive with those provided or supplied
by Arno or any of its subsidiaries.
4. Notwithstanding
paragraph 3(b) above, nothing contained herein shall restrict Consultant’s
ability to work with or solicit the business of any of the clinical trial
centers and CROs, clinical study sites, laboratories, investigators,
consultants, or other clinical trial vendors that perform services for
Arno.
5. All
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Agreement. Except as amended or modified by this
Amendment, the Parties hereby confirm that all other terms and provisions of the
Agreement shall remain in full force and effect. This Amendment may
be executed in any number of counterparts, each of which shall constitute an
original, but all of which together shall constitute one and the same
instrument.
[signature
page follows]
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IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the date first above written.
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TWO
RIVER CONSULTING, LLC
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By:
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/s/ Xxxxx X. Xxxxx
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By:
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/s/ Xxxxx Xxxxxx
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Xxxxx
X. Xxxxx
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Name:
Xxxxx Xxxxxx
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President
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Title:
Vice President – Finance
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