EXHIBIT 10.19
ADDITIONAL SERVICES AGREEMENT
This Additional Services Agreement ("Agreement") is made and entered
into by and between Nutraceutix, Inc., a Delaware corporation ("Nutraceutix")
and Xx. Xxxx Xxxxxxx ("Xx. Xxxxxxx"). This Agreement shall be effective when it
has been executed by both parties and is dated on the last date on which it is
executed by a party. Effective as of the date of this Agreement, the Consulting
Agreement between Nutraceutix and Xx. Xxxxxxx dated as of December 22, 2000 (the
"Consulting Agreement") is hereby amended as follows:
l. Paragraph 1 of the Consulting Agreement is hereby amended to
change the termination date of the Term from December 31, 2003 to December 31,
2006.
2. Paragraph 2 of the Consulting Agreement is hereby amended to
add the following to the definition of "Services":
(a) Subject Matter: A multiple compressed asymmetric composite
delivery system for release rate modulation of bioactives. The system
is comprised of a core (such as a pure compressed drug disk, casted
films, laminates, uncoated tablet, enteric-coated tablet, osmotically
active tablet, bilayer tablet, triple layer tablet, compressed tablet
made of pellets or uncompressed group of pellets, biodegradable and
polysaccharide matrices, microcapsules containing osmotically-active
agents, peptides, proteins and alike) which is embedded within two
different layers that may contain excipients, drug pellets and/or an
acceptable material or hydrophilic or hydrophobic polymers (the
"Product").
(b) Tasks (check all that apply):
[x] laboratory research and related work to develop the Product
[ ] propose new drug delivery technology and other commercially-viable
products
[x] formulate research plans to develop the Product
[x] assist in submitting patent applications in Nutraceutix's name for
the Product
[x] provide technical sales support for the Product
[ ] other:
3. Paragraph 5 of the Consulting Agreement is hereby amended to
change the retainer amount payable to Xx. Xxxxxxx from three thousand dollars
($3,000) per month to four thousand dollars ($4,000) per month for performing
the Services described above in this Additional Services Agreement as well as
other Services performed by Xx. Xxxxxxx pursuant to the Consulting Agreement.
4. Paragraph 6 of the Consulting Agreement is hereby amended to
add the following to the end of said paragraph:
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Without limiting the generality of the foregoing, Xx. Xxxxxxx hereby
represents, warrants and confirms that (i) the concept for the Product
was originated by Nutraceutix, (ii) he has not furnished any
information regarding the Product to any person or entity other than
employees of Nutraceutix, (iii) to the best of his knowledge, no person
or entity other than Nutraceutix owns or has claim to any proprietary
or other right in the Product, and (iv) the Product constitutes a
"Nutraceutix Innovation" for all purposes under the Consulting
Agreement and this Agreement.
5. Other than to the extent explicitly amended by this Additional
Services Agreement, the Consulting Agreement shall remain in full force and
effect.
Nutraceutix: Xx. Xxxxxxx:
Nutraceutix, Inc.
By: /s/ /s/
--------------------------------- --------------------------------------
Xxxxx X. Xxxxxx Xx. Xxxx Xxxxxxx
President & CEO
Address: 0000 000xx Xxx. X.X. Address: 0 Xxx Xxxx
Xxxxxxx, XX 00000 Xxxxxx, XX 00000
Date Signed: 8/1/02 Date Signed: 8/7/02
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