Exhibit 10.98
ADVISORY SERVICES AGREEMENT
THIS Agreement ("Agreement"), effective as of September 1, 2007 is entered into
by and between Gene Logic Inc. ("GLGC"), with a place of business at 00 Xxxx
Xxxxxxx Xxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000, and Xxxxx Xxxxxxxxx, whose
address is at 00 Xxxxx Xxxxx Xxxx, Xxxxxx, XX. 00000 ("Adviser").
In consideration of the representations and agreements contained herein,
Adviser and GLGC agree as follows:
1. Purpose: GLGC is in the business of providing services to the
pharmaceutical and biotechnology industries. Such services are provided
in part through GLGC's Drug Repositioning Division, which uses its drug
indication discovery platform to identify and develop new or expanded
uses for small molecule therapeutics. Potential alternative therapeutic
uses are then validated through animal studies and may then be further
developed and tested with the goal of commercializing such new uses
discovered by GLGC. The Drug indication discovery platform may also
have other potential uses, such as to expand indications for customers'
currently marketed drugs, and prioritize and identify new or confirm
known indications for compounds. These activities are collectively
referred to herein as GLGC's Drug Repositioning business.
Adviser was previously the General Manager of GLGC's Drug Repositioning
Division and has special expertise in the field of drug repositioning.
GLGC wishes to obtain advisory services from Adviser and Adviser is
willing to provide services to GLGC. The purpose of this Agreement is
to establish the terms upon which such services will be provided.
2. Services.
a. Subject to the terms and conditions of this Agreement, GLGC
hereby appoints Adviser as a special adviser to its Drug
Repositioning business and Adviser hereby accepts such
appointment.
b. Adviser agrees that, during the term of this Agreement and any
subsequent extension thereto, he will provide his services as
requested by GLGC's Chief Executive Officer ("CEO"), Drs.
Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxx or Xxxxxxx Xxxxxxxx in their
roles as executives in GLGC's Drug Repositioning business or
any other executive at GLGC designated by the CEO.
c. As requested with respect to GLGC's Drug Repositioning
business, in conjunction with GLGC's Board of Directors and
members of GLGC's senior management team, Adviser will,
i. evaluate strategic alternatives;
ii. recommend strategic policy decisions;
iii. critique proposed strategic initiatives;
iv. refer GLGC to potential new business opportunities
appropriate to the Drug Repositioning business;
v. introduce and facilitate new business and
financial connections intended to facilitate
development of the Drug Repositioning business;
vi. participate in any relevant discussions/meetings
with GLGC partners or customers;
vii. advise on scientific data interpretation and
presentation;
viii. otherwise advise GLGC with respect to GLGC's Drug
Repositioning activities; and
ix. provide such other services as may be mutually
agreed by the parties
d. The services may be provided by meetings or by telephone,
e-mail or other written communication. If requested, Adviser
will meet or communicate with GLGC representatives or
customers of GLGC at times and places to be mutually agreed.
e. Adviser shall provide services to GLGC based on the
proprietary and/or confidential information provided by GLGC
and/or developed by Adviser in the course of providing
services hereunder and shall devote such time as reasonably
necessary to provide the requested services. Subject to the
provisions of Section 10, Adviser agrees to perform the
services in a timely and professional manner consistent with
industry standards.
3. Compensation.
a. In consideration for the services during the term of this
Agreement and while this Agreement is in force, Adviser shall
receive:
i. a retainer at a rate of $25,000 per year payable
in arrears in quarterly installments, and
ii. payment for specific services at a rate of
one-hundred-fifty dollars ($150.00) per hour of
Adviser's time devoted to providing services, but
not more than $1,200 per day.
Adviser shall submit an invoice for his services to GLGC on a
monthly basis within thirty days after the end of each month
in which services are provided hereunder, showing by date the
hours worked, the services provided and the GLGC executive
with or for whom the work was performed. GLGC shall pay
Adviser for his services within thirty (30) days of receiving
each invoice. Adviser will obtain CEO's prior written approval
if the hourly rate compensation for services provided in any
calendar month are expected to exceed $4,000.00, before
providing services that exceed such limit.
b. Adviser will also be reimbursed for all reasonable and
necessary out-of-pocket expenses (including travel, lodging,
and the like), which are incurred at the request of and
approved in writing in advance by GLGC, provided any travel
expenses comply with GLGC's travel policy, a copy of which is
available upon request.
4. Confidentiality. In view of GLGC's proprietary rights and interests
concerning its facilities and technology, Adviser agrees that during
the term of this Agreement and any subsequent extension(s) thereto and
for a period of five (5) years thereafter, Adviser agrees to keep
strictly confidential and not use for his own benefit or for the
benefit of any third party any information which he may acquire
relating to GLGC's business, whether such information is disclosed or
made known by GLGC to Adviser or is generated by Adviser in the course
of performing the services hereunder. By way of illustration and not
limitation, such shall include all information, communicated by any
means, relating to the business of GLGC that is not available to the
general public, including its technical and business information,
assets, inventions, know-how, research programs, biological materials,
processes, drug compound hypotheses, designs, trade secrets, contracts,
improvements, discoveries, databases, software programs, development
tools, budgets and unpublished financial information, licenses, and
other data, both technical and non-technical, prospects, protocols, and
other information associated with this Agreement and the methods by
which GLGC uses its indication seeking technologies.
Adviser shall not disclose such information to any third party or use
such information for any purpose, except as provided herein, without
the prior written approval of GLGC. Adviser shall have no obligation
with respect to any portion of such information which:
a. is or later becomes generally available to the public by use
publication or the like, through no fault of Adviser;
b. is obtained from a third party who had the legal right to
disclose the same to Adviser and who is not under an
obligation of confidentiality to GLGC; or
c. Adviser already possesses, as evidenced by written records,
predating receipt thereof from GLGC provided that this
exception shall not apply to any information received or
developed by Adviser during his prior employment by GLGC or by
Millennium Pharmaceuticals, Inc and its affiliates to the
extent that such information subsequently became the property
of GLGC and was confidential at the time it became the
property of GLGC.
Specific information disclosed to Adviser by GLGC shall not be deemed
to be available to the public or in prior possession of Adviser merely
because such specific information is embraced by more general
information available to the public or in prior possession of Adviser.
Adviser also acknowledges that the confidential information to which he
may have access as a result of the relationship with GLGC described
herein may constitute material non-public information and that he may
not trade in the securities of GLGC or assist others to do so on the
basis of such material non-public information and that he may not
disclose such information to third parties who might trade on such
information.
5. New Developments. Adviser agrees that any information, including but
not limited to discoveries, inventions, innovations, suggestions,
know-how, ideas and reports made by Adviser which either results from
information disclosed by GLGC, or is developed as a result of Adviser's
services under this Agreement ("New Developments"), shall become the
sole property of GLGC without further compensation to Adviser and shall
be promptly disclosed to GLGC. Adviser will treat such new developments
as information which is subject to the confidentiality provisions of
Paragraph 3 herein. GLGC shall own all right, title and interest in and
to all New Developments under this Agreement.
6. Patent Rights and Licenses. If patentable subject matter results from
services provided hereunder, Adviser shall assist GLGC in the
preparation and prosecution of appropriate patent applications and
shall without further compensation execute appropriate documents
acknowledging the assignment of his rights in such subject matter and
applications to GLGC. All expenses incidental to the filing and
prosecution of any such patent applications shall be borne by GLGC. The
disclosure of proprietary information by GLGC to Adviser shall not
result in any obligation to grant Adviser any rights in and to said
proprietary subject matter.
7. Third-Party Confidential Information. Adviser agrees that during the
term of this Agreement, he will not disclose to GLGC any information
that is confidential or proprietary to any third party.
8. Non-Compete/Non-Solicitation. While this Agreement is in effect and for
one year after this Agreement ends, Adviser agrees that he will not
assist third parties to develop, market or sell Drug Repositioning
services to be offered to pharmaceutical and/or biotechnology companies
as a service or as a collaborative arrangement or in any similar
relationship that will compete in the marketplace with GLGC's Drug
Repositioning business. Adviser further agrees that, during the term of
this Agreement and for one (1) year after the date of termination of
the Agreement regardless of the reason for termination, Adviser will
not induce or solicit any employee of GLGC to leave the employ of GLGC
or assist any third party to do so.
9. Term and Termination. This Agreement shall be effective for a
twelve-month period beginning as of September 1, 2007, and may be
extended in writing by mutual consent of the parties. However, either
party may terminate this Agreement at any time upon sixty (60) days'
prior written notice. Any rights or obligations set forth herein which
are accrued prior to the termination of this Agreement as well as any
sections intended by their nature to survive, including but not limited
to Sections 4, 5, 6 and 8, shall survive termination or expiration of
this Agreement. Upon termination or expiration of this Agreement,
Adviser shall promptly return to GLGC all GLGC documentation, property,
data and related information, along with any copies thereof.
10. Other Employment. Adviser is a principal with Third Rock Ventures, LLC
("Third Rock"), and has and will continue to have substantial duties to
Third Rock (including its portfolio companies). Adviser confirms that
he has determined that Third Rock will not object to the services to be
provided hereunder. Any services requested hereunder shall be scheduled
so as not to interfere with Adviser's work at Third Rock (including
work with Third Rock's portfolio companies). Adviser and represents
that he believes he will be able to perform duties requested hereunder
without significant conflict with his duties at Third Rock (or its
portfolio companies). If at any time Adviser believes that his
obligations under this Agreement could conflict in a material respect
with his duties to Third Rock (or its portfolio companies), Adviser
agrees to notify GLGC's CEO so that the parties can determine if there
is a way to adjust his work under this Agreement so that it is not in
conflict with his duties to Third Rock (and its portfolio companies).
If such conflict cannot be resolved to the reasonable satisfaction of
both parties to this Agreement, then either party may terminate this
Agreement by written notice to the other.
11. Miscellaneous:
a. Independent Contractor. For the purposes of this Agreement,
Adviser shall be an independent contractor without the
authority to bind or act as agent for GLGC or its employees
for any purpose. All taxes and social security payments due
with respect to any compensation paid pursuant to this
Agreement shall be the sole responsibility of Adviser.
b. Assignment. This Agreement is a contract for personal services
by Adviser in recognition of his special expertise and
experience; the performance of such personal services may not
be assigned or delegated.
c. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Maryland. Adviser hereby
expressly consents to the personal jurisdiction of the state
and federal courts located in Maryland for any lawsuit filed
there against him/her by GLGC arising from or relating to this
Agreement
d. Warranties. The parties warrant and represent that they have
the right to enter into this Agreement. Adviser further
warrants and represents that the terms of this Agreement are
not inconsistent with other contractual obligations, express
or implied, which he may have.
e. Amendments. No modification to this Agreement shall be
effective unless made in writing and duly executed by or on
behalf of each party.
f. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the services to
be provided by Adviser hereunder superseding all prior
agreements and understandings between the parties (whether
written or oral) relating to said subject matter. However,
this Agreement does not modify, waive or alter any of the
obligations of the parties under prior agreements relating to
the previous employment of Adviser by GLGC.
g. Counterparts. This Agreement may be executed in two or more
counterparts, including by facsimile transmission, each of
which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set
forth below.
Gene Logic Inc. Xxxxx Xxxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx, III /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxx, III, President
Date: September 19, 2007 Date September 21, 2007
