SCIENTIFIC ADVISORY AND CONSULTING AGREEMENT
This Agreement dated March 20, 1996 effective as of
March 20, 1996, is by and between Dr. Xxxxxx Xxxxxxx, residing at 000 Xxxxx
Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "Consultant"), and
Triad Pharmaceuticals, Inc., a Delaware corporation having offices at c/o The
Castle Group Ltd., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Company").
W I T N E S S E T H :
WHEREAS, Consultant is an expert in scientific
matters of particular importance to the advancement of Company's technology;
and
WHEREAS, Company desires that it be able to utilize
Consultant's expertise in its research and development programs.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereby agree as follows:
ARTICLE I - TERM OF AGREEMENT
This Agreement shall be in effect for a period of three (3)
years from the effective date. During this initial three year period, this
Agreement may be terminated by Consultant upon five (5) days prior written
notice to Company. In the event of a material breach by Consultant of any
provision of this Agreement, the Corporation shall be permitted to terminate
this Agreement, but only after providing written notice to Consultant describing
in sufficient detail Company's understanding of circumstances surrounding such
material breach and affording Consultant fifteen (15) days in which to cure such
material breach.
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ARTICLE II - SCIENTIFIC ADVISOR
Consultant agrees to serve under the term of this Agreement as
a Scientific Advisor to Company and as Co-Chairman of the Scientific Advisory
Board.
ARTICLE III - ADVISORY FUNCTION
Consultant, as a Scientific Advisor to Company, agrees to meet
at least semi-annually at one or more mutually agreeable locations to advise
Company of advances in his field of expertise, and to consult with Company,
assessing the feasibility of research and development programs under
consideration by Company and offering guidance for current and future research
and clinical applications of Company's technology. In addition to these
semi-annual meetings, Consultant further agrees at a reasonable time and
location and with prior notice to meet individually and in groups as called upon
from time to time to review and advise Company on its research, development and
commercialization of its technology, and to consult at reasonable time and
location and upon reasonable prior notice with Company and Company's management,
agents, employees and other Scientific Advisors on projects. Consultant, as a
Scientific Advisor to Company, is expected to make innovative and valuable
contributions to Company. In order to protect the patent rights of Consultant's
primary employer, The Charlotte-Mecklenberg Hospital Authority, any actual
research done by Consultant in the course of this Agreement shall be done at The
Charlotte-Mecklenberg Hospital Authority or at some other location approved in
advance by Company and no
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research shall be done by Consultant at the Company's place of business.
ARTICLE IV - COMPENSATION
In consideration for the services of Consultant as a
Scientific Advisor to Company, upon execution of this Agreement Consultant shall
receive a monthly consulting fee of two thousand dollars ($2,000) per month.
ARTICLE V - EXPENSES
Company will promptly reimburse Consultant for all reasonable
and necessary expenses incurred by him in connection with his consulting
hereunder, as approved by Company.
ARTICLE VI - CONFIDENTIALITY AGREEMENT
Consultant recognizes and acknowledges that the technology
possessed and under development by Company is a valuable property right to be
kept confidential and secret, and therefore agrees to keep confidential and not
disclose or use (except in connection with the fulfillment of his consulting
duties with Company under this Agreement) all "Confidential Information" of
Company. "Confidential Information" shall not include, however, information in
the public domain; information disclosed to Consultant by a third party entitled
to disclose it; or, information already known to the Consultant prior to receipt
from Company; or information that is required by law to be disclosed in
connection with any judicial or administrative proceedings.
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ARTICLE VII - PUBLICATION
Notwithstanding the foregoing, Company hereby grants to
Consultant the right to use, only in connection with the non-profit research
activities of Consultant, Confidential Information developed by Consultant in
connection with his consulting activities under this Agreement, and to publish
such information in technical, learned publications of scientific interest to
researchers in Consultant's field, only after submission of such material to
Company for its review at least 60 days prior to submission for publications,
and with the prior written approval of Company, which approval will not be
unreasonably withheld.
ARTICLE VIII - REPRESENTATION OF CONSULTANT
Consultant hereby represents that his current principal place
of employment has received full disclosure as to the Consultant's acting as a
Scientific Advisor to Company and of the duties required of the Consultant under
this Agreement, and that such employer consents fully to Consultant's execution
of this Agreement and position of Scientific Advisor for Company. Consultant
further represents that there are no binding agreements to which he is a party
or by which he is bound, forbidding or restricting his activities herein,
provided however, Company recognizes Consultant's agreement with Scandipharm
Corp. attached as an exhibit hereto. Consultant consents to the use of his name
and relationship with company in various reports, brochures or other documents
produced by or on behalf of Company, including any and all documents filed with
the Securities and Exchange Commission.
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ARTICLE IX - OWNERSHIP OF INVENTIONS
In consideration for the compensation paid to
Consultant by Company in Article IV, Consultant hereby agrees:
a. to cooperate fully in the prosecution of any new related
patent applications which are based upon new inventions or discoveries which are
related to nonanionic polymers and/or which may be filed as a
continuation-in-part under the patent applications licensed by Company from
Consultant's employer, The Charlotte-Mecklenberg Hospital Authority. Any such
inventions shall be the property of The Charlotte-Mecklenberg Hospital
Authority, but it is intended that they will be subject to the License Agreement
between Company and The Charlotte-Mecklenberg Hospital Authority. Consultant's
reasonable expenses incurred in connection with Consultant's cooperation shall
be reimbursed by Company; and
b. during the term of this Agreement, not to consult on
nonanionic polyether alcohol polymers for any other commercial, for-profit
entity; or, for any other commercial for-profit entity whose primary business is
the development of nonanionic polyether alcohol polymers; provided, however,
that nothing in this section shall prevent CONSULTANT from consulting on
nonanionic polyether alcohol polymers, for any other entity.
ARTICLE X - SURVIVAL
The provisions of this Agreement relating to confidentiality,
assignment of inventions, and cooperation during patent prosecution shall
survive
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any termination or expiration hereof.
ARTICLE XI - INFORMATION OF OTHERS
Consultant shall keep confidential from Company all technical,
scientific, and other information concerning the business and research plans of
Consultant's other employers. Consultant acknowledges that Consultant is a party
to a confidentiality agreement with Sanofi-Winthrop relating to certain
manufacturing information regarding tyloxapol that has been shared with
Consultant. Consultant agrees not to disclose such information to the Company at
any time so as to permit the Company to source alternate manufacturers of
tyloxapol, if necessary, such as in the event that the Company is unable to
reach satisfactory agreement with Sanofi-Winthrop in the future. Consultant
shall not be limited from sharing or discussing any such information with
regulatory affairs Consultants that shall be deemed an agent of Consultant or
other members of the Company's Scientific Advisory Board.
ARTICLE XII - SEVERABILITY
Every provision of this Agreement is intended to be severable.
If any term or provision hereof is deemed unlawful or invalid in any
jurisdiction for any reason whatsoever, such unlawfulness or invalidity shall
not affect the validity of the remainder of this Agreement or the enforceability
of such term or provision in any other jurisdiction. To the extent that any such
term or provision is held to be unlawful or invalid, the parties agree to reform
such term or provision in such a way which will be enforceable in the
jurisdiction to which such holding applies, and
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which will reflect, as nearly as permissible, the intention of the parties.
ARTICLE XIII - MISCELLANEOUS
Any notice or other communication between parties shall be
sufficiently given if sent by certified or registered mail, postage prepaid, if
to Company, addressed to it at c/o The Castle Group Ltd., 000 Xxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxxx, or if to Consultant,
addressed to Consultant at the address set forth below Consultant's name on the
signature page hereof, or to such address as may hereafter be designated in
writing by one party to the other. Such notice or other communication shall be
deemed to be given on the date of receipt.
This Agreement embodies the entire agreement and understanding
between Company and Consultant regarding the subject matter hereof and
supersedes any and all negotiations, prior discussions and preliminary and prior
agreements and understandings related to the central subject matter thereof.
This Agreement shall in all respects be governed by, and
contained and enforced in accordance with the internal substantive laws of the
State of New York, and not the law of conflict of laws.
This Agreement may be executed in one or more counterparts,
each of which, when so executed shall be deemed to be an original and all of
which counterparts, taken together, shall constitute one and the same
instrument.
Neither this Agreement nor any term hereof may be amended,
modified, supplemented or waived save in a written instrument executed by each
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of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by proper persons thereunto duly authorized.
TRIAD PHARMACEUTICALS, INC.
(Signature of Xxxxx Xxxxxx)
-----------------------------
By: Xxxxx Xxxxxx
Date: Xxxxx 00, 0000
XXXXXXXXXX:
(Signature of Xxxxxx Xxxxxxx, M.D.
-----------------------------
By: Xxxxxx Xxxxxxx, M.D.
Date: March 20, 1996
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