EXHIBIT 10.16
AGREEMENT FOR CONSULTING SERVICES AND SABBATICAL EMPLOYMENT
This Agreement is made by and between Pegas Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxx ("Xxxxxxx") as
of , 1992.
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1. Consulting Services and Sabbatical Employment. During the
Consulting Term (as defined below), Xxxxxxx shall provide to the Company the
consulting services set forth in Exhibit A in accordance with the terms and
conditions contained in this Agreement. During the Employment Term (as
defined below), Xxxxxxx shall be a full-time employee of the Company and
shall have the title "Visiting Senior Scientist."
2. Term. Unless terminated in accordance with the provisions of
paragraph 8 hereof, the Consulting Term of this Agreement shall commence on
the date hereof, shall terminate on the first day of the Employment Term,
shall resume on the last day of the Employment Term and shall terminate on
the date which is four years from the date hereof. Unless terminated in
accordance with the provisions of paragraph 8 hereof, the Employment Term of
this Agreement shall commence on June 1, 1992 (or such later date as the
Company's facility is available) and shall continue for a period of 12 months.
3. Payment for Service Rendered. For providing the consulting services
as defined herein, the Company shall pay Xxxxxxx the amounts set forth below:
(a) Consulting Term. During the Consulting Term, the Company will
pay Xxxxxxx a consulting fee at the rate of $18,000 per year,
payable in equal monthly installments.
(b) Employment Term. During the Employment Term, the Company will
pay Xxxxxxx a salary of $77,000 per annum (such amount including
a University of Texas grant contribution of approximately
$11,520) plus a consulting fee at the rate of $18,000 per annum,
payable in equal monthly installments and less applicable
withholding and other payroll deductions. In addition, during
the Employment Period (but not the Consulting Period), Xxxxxxx
will be entitled to the following benefits:
(i) The Company will pay Xxxxxxx'x reasonable moving expenses,
to be approved in advance by the Company, for relocating
from the Austin, Texas area to the Boston, Massachusetts
area or the San Francisco, California Bay Area (the area
in which the Company's facility is located shall be
referred to as the "Company Facility Area").
(ii) In the event that Xxxxxxx'x per month cost of renting a
home (comparable to Xxxxxxx'x current home) in the Company
Facility Area is in excess of the per month rent Xxxxxxx
is able to obtain for his current home, the Company will
reimburse Xxxxxxx for such difference up to a maximum of
$1,000.00 per month (or such other amount as may be agreed
upon between the Company and Xxxxxxx). Such reimbursement
shall be less applicable withholding and other payroll
deductions.
(iii) The Company will enroll Xxxxxxx and his dependents in the
Company's health insurance plan or, at the Company's
option, pay for continuation of Xxxxxxx'x current health
benefits during the Employment Period.
(iv) The Company will pay the following overhead items: (1) up
to one round-trip flight per month for Xxxxxxx from the
Company Facility Area to Austin, Texas at the discount
airfare available to the University of Texas (estimated at
$500 per round trip for a total of approximately $6,000),
(2) up to one Federal Express box per week (less one
personal visit per month) (estimated at $35 per box for 40
weeks for a total of approximately $1,400), (3) costs of
sending personal facsimile transmissions of up to $600.
Payments for these items will be made quarterly to the
departmental gift fund of the University of Texas Chemical
Engineering Department.
During both the Consulting Term and the Employment Term, the Company shall
reimburse Xxxxxxx for all approved Company expenses including travel.
4. Stock Purchase. Xxxxxxx shall have the right to purchase 86,200
shares of Common Stock for cash at a price of $.01 per share. Unless
terminated in accordance with the provisions of paragraph 8 hereof, 68,000 of
such shares shall vest during the four year period commencing on the date
first written above and continuing until the four year anniversary of such
date, and 18,200 of such shares shall vest during the Employment Term. These
shares shall be issued pursuant to a Stock Purchase Agreement of even date
herewith.
5. Nature of Relationship. During the Consulting Term, Xxxxxxx shall
be deemed an independent contractor and will not act as an agent nor shall he
be deemed an employee of the Company for the purposes of any employee benefit
programs, income tax withholding, FICA taxes, unemployment benefits or
otherwise. Xxxxxxx shall not enter into any agreement or incur any
obligations on the Company's behalf, or commit the Company in any manner
without the Company's prior consent. During the Employment Term, Xxxxxxx
shall be considered an employee of the Company.
6. Inventions, Patents and Technology. Xxxxxxx 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 ("Proprietary Information") which
relate to the business of the Company and which are conceived, developed or
reduced to practice by Xxxxxxx during the Consulting Term or the Employment
Term hereunder. If Xxxxxxx conceives, develops or reduces to practice during
the performance of the consulting or employment services hereunder
Proprietary Information which does not relate to the business of the Company,
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Xxxxxxx shall give the Company written notice describing such Proprietary
Information in general terms and the Company shall have thirty (30) days from
receipt of such notice to notify Xxxxxxx if it desires rights to utilize such
Proprietary Information in which event the Company and Xxxxxxx shall in good
faith negotiate terms and conditions for the Company to obtain such rights.
Xxxxxxx shall treat all Proprietary Information as the confidential
information of the Company. Except as otherwise provided, the Company shall
be the sole owner of any and all Proprietary Information, including all
patents that may result therefrom, and Xxxxxxx shall have no right to use the
Proprietary Information for any purpose whatsoever other than to perform
services for the Company hereunder. Xxxxxxx shall execute any and all
documentation requested by the Company in connection with the foregoing.
7. Confidentiality. Xxxxxxx 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 Xxxxxxx in carrying out the
terms of this Agreement. Xxxxxxx 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 Xxxxxxx
in carrying out the terms of the Agreement. Notwithstanding the foregoing,
Xxxxxxx shall be free to disclose any results, information, discoveries,
inventions or data which has been acquired by Xxxxxxx outside of this
Agreement. Xxxxxxx 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. Xxxxxxx shall
not divulge Company Information to any person unless such person shall have
executed a confidentiality agreement with the Company.
8. 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 for any reason or for no reason during
either the Employment Term or the Consulting Term at its convenience by
written notice to the other party 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 Paragraphs 6 and 7
above shall survive any termination or expiration of this Agreement.
9. Xxxxxxx'x Covenants. Xxxxxxx hereby covenants and agrees that,
during the Consulting Term, except for his primary employment described in
Section 10, Xxxxxxx shall not become employed by or perform consulting
services in a field which is known by Xxxxxxx to be in the Company's field of
business 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 or otherwise
would create a conflict of interest for Xxxxxxx. Xxxxxxx agrees that during
the Employment Term he shall devote his full working time and attention to
the performance of his duties for the Company and shall not be actively
engaged or concerned with any other duties or pursuits which interfere with
the performance of his duties hereunder, provided that he shall be entitled
to spend approximately 16% of his working time on University of Texas related
matters and on other consulting activities (provided such other consulting
activities do not interfere with the performance of his duties hereunder).
Xxxxxxx agrees that, during the Consulting Term and the Employment Term, he
will inform the Company immediately
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if he finds himself in an actual or potential conflict due to any change in
the business interests of the Company or due to any changes in the business
interests of other companies for which Xxxxxxx serves as consultant, advisor
or otherwise.
10. Primary Employer. The Company and Xxxxxxx recognize that Xxxxxxx'x
primary duty is to his current primary employer, and that such primary
employer's policy guidelines and Xxxxxxx'x obligations to such primary
employer shall govern in the event a conflict arises with this Agreement. If
Xxxxxxx should leave his current primary employer and accepts employment with
a similar institution, the guidelines of that institution shall govern.
Xxxxxxx agrees that while he is employed with the Company during his
sabbatical from the University of Texas, the Company shall be considered his
primary employer.
11. 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 related 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 it, plus any related or
supplemental documents and notices, shall be construed in accordance with and
be governed by the law of such state.
(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 the exhibits attached hereto and made
a part hereof, constitutes and expresses the entire agreement and
understanding between the parties. All previous discussions, promises,
representations and understandings between the parties relative to this
Agreement, if any, have been merged into this document.
(e) Xxxxxxx may not subcontract any part or all of the services to
be provided without the prior written consent of the Company; however,
Xxxxxxx 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/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Dept. of Chemical Engineering
University of Texas
Xxxxxx, XX 00000-0000
SS# ###-##-####
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PEGAS PHARMACEUTICALS, INC.
By: Xxxxxxx X. Xxxx
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Title: VP Corporate Development
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AGREEMENT FOR CONSULTING SERVICES
EXHIBIT A
1. Description of consulting services:
(a) Scientific Advisor: Biomaterials
- Attend advisory meetings monthly (or at frequency to be
determined by Company) reviewing research plans on
adhesions, femoral plugs, less invasive surgical products,
restenosis and/or other projects the Company develops.
- Play a key role in the Company's biomaterial product
development team which will consist of in house scientists,
engineers and management; and outside leading
academic/clinical advisors in the relevant disease states.
- Be available for review of Company's research plans and
research in Xx. Xxxxxxx'x laboratories.
- Facilitate transfer of technology of photocrosslinked and
other PEG containing polymers to the company.
- Be available to consult for the Company in the area of new
developments in biomaterials and their application to the
Company's business.
(b) Attend outside meetings as requested by the Company
- Corporate development meetings.
- Scientific (review) meetings with academic/clinical
researchers/other.
- Fund raising meetings (i.e. venture capital and other).
- FDA/regulatory.
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(c) Recruiting
- Play an important role in recommending key employees and
scientific advisors to aid the company's efforts in
biomaterials, product development, and clinical development.
- As requested by the Company, interview key candidates.
- As requested by the Company, check references on key
candidates.
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