AGREEMENT BETWEEN ORCHESTRA MEDICAL VENTURES, LLC AND CORBUS PHARMACEUTICALS HOLDINGS, INC.

EXHIBIT 10.1  

AGREEMENT BETWEEN ORCHESTRA MEDICAL VENTURES, LLC AND XXXXXX

PHARMACEUTICALS HOLDINGS, INC.

THIS AGREEMENT is made as of this 20th day of September 2016, by and between Orchestra Medical Ventures, LLC, a Delaware limited liability company (“Orchestra”) and Xxxxxx Pharmaceuticals Holdings, Inc., a Delaware corporation (“Xxxxxx”).

WHEREAS, Orchestra is a healthcare investment management firm capable of providing consulting and advisory services to Xxxxxx.

NOW THEREFORE, in consideration of the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Term & Obligations The term of this Agreement shall be for six (6) months from the date hereof. This Agreement may be extended by mutual agreement of the parties. During the term of this Agreement, Orchestra shall provide a variety of consulting and advisory services to Xxxxxx relating principally to identifying and evaluating strategic relationships, licensing opportunities, and business strategies.

2. Consideration to Consultant During the term of this Agreement, Xxxxxx shall provide cash compensation to Orchestra in an aggregate amount of $100,000, payable in equal installments, monthly in advance, with the first payment to be made on October 1, 2016. In addition, as previously approved by Xxxxxx’ Compensation Committee, effective as of September 16, 2016, Xxxxxx shall provide an equity incentive award to Orchestra consisting of options to purchase 50,000 shares (the “Option Shares”) of the Company’s common stock, par value $0.0001 per share (the “Option Award”) pursuant to the Company’s 2014 Equity Compensation Plan (the “Plan”). The Option Award shall be made in accordance with the terms of the Plan and fifty percent (50%) of the Option Shares will vest on the three (3) month anniversary of the date of grant of the Option Award with the remainder of the Option Shares vesting on the six (6) month anniversary of the date of grant of the Option Award.

3. Independent Contractor Status The parties intend for the relationship between Xxxxxx and Orchestra to be that of an independent contractor. Orchestra shall be responsible for all income and other taxes imposed on Orchestra under applicable law by reason of any of the payments made by Xxxxxx and its affiliates pursuant to this Agreement.

4. Confidential Information

i) Xxxxxx Information. At all times during the term of this Agreement and thereafter, Orchestra and its officers, directors and affiliates shall hold in strictest confidence, and not use, except for the benefit of Xxxxxx and its affiliates, or disclose to any person, firm or corporation without written authorization of the Board of Directors of Xxxxxx, any Confidential Information of Xxxxxx or its affiliates. “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of Xxxxxx and its affiliates, including, but not limited to, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to Orchestra by Xxxxxx or its affiliates either directly or indirectly, in writing, orally, by drawings, or by observation of parts or equipment. Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Orchestra or of others who were under confidentiality obligations as to the item or items involved.

ii) Consultant’s Information. At all times during the term of this Agreement and thereafter, Xxxxxx and its other consultants, directors, investors and affiliates, shall hold in strictest confidence, and not use, or disclose to any person, firm or corporation without written authorization of Orchestra any Confidential Information of Orchestra. Thus, “Confidential Information” also means any proprietary information, technical data, trade secrets or know-how of Orchestra, including, but not limited to, research, product plans, products, services, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, or other business information disclosed to Xxxxxx and its other consultants, directors, investors and affiliates, by Orchestra either directly or indirectly, in writing, orally, by drawings, or by observation of parts or equipment. Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Xxxxxx or of others who were under confidentiality obligations as to the item or items involved.

5. Separability of Terms Each obligation and consideration in this Agreement is separately enforceable and the parties’ requirements to perform these obligations are separate and independent. In the event any provision, paragraph or clause either lapses in its terms or becomes unenforceable for any reason all remaining provisions, paragraphs or clauses shall remain in full force and effect.

6. Notices All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, by recognized overnight courier marked for overnight delivery, or by registered or certified mail, postage prepaid, address as follows:

If to Orchestra, to:

Xxxxx Xxxxxxx

Managing Partner

Orchestra Medical Ventures, LLC

000 Xxxxx Xxxxxx Xxxxx

Xxx Xxxx, XX 00000

E-mail: xxxxxxxx@xxxxxxxxxxx.xxx

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or at such other address at which Orchestra may from time to time maintain its principal executive offices.

If to Xxxxxx, at:

Xxxxx Xxxxx, PhD

Xxxxxx Pharmaceuticals Holdings, Inc.

000 Xxxxx Xxxxx Xxxxx, Xxxxx 000

Xxxxxxx, XX 00000

E-mail: xxxxxx@xxxxxxxxxxxx.xxx

Telephone: (000) 000-0000

or at such other address at which Xxxxxx may from time to time maintain its principal executive offices.

All such notices and communications shall be effective, or if sent by nationally recognized overnight courier service, one business day after delivery to such courier service marked for overnight delivery, or, if mailed, when received, or if e-mailed upon confirmation of receipt.

7. Applicable Law This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to or application of any conflicts of laws principles.

8. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

So Accepted and Agreed:

ORCHESTRA MEDICAL VENTURES, LLC
By:	/s/ Xxxxx Xxxxxxx
	Xxxxx Xxxxxxx, Managing Partner

XXXXXX PHARMACEUTICALS HOLDINGS, INC
By:	/s/ Xxxx Xxxxx
	Xxxx Xxxxx, Chief Financial Officer

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