SCIENTIFIC ADVISORY AGREEMENT AMENDMENT NO. 1
EXHIBIT
10.4
AMENDMENT
NO. 1
This
Amendment No. 1 (this “Amendment”) effective this 24th day of August, 2004
hereby amends that certain Scientific Advisory Agreement (the “Agreement”)
between XXXX XXXXXXXXXX, M.D., having an address at 00000 Xx Xxxxx Xxxxxx,
Xxx
Xxxxxxx, XX 00000 (hereinafter referred to as "ADVISOR") and Cougar
Biotechnology, Inc., a Delaware limited liability corporation having offices
at
00000 Xxxxxxxx Xxxx. Xxxxx 000, Xxx Xxxxxxx, XX 00000 ("COUGAR"). Capitalized
terms used herein but not otherwise defined shall have the meaning ascribed
to
such term in the Agreement.
WHEREAS,
the ADVISOR and COUGAR have previously entered into the Agreement;
WHEREAS,
COUGAR desires to increase the amount of time that the ADVISOR commits to
providing advisory functions; and
WHEREAS,
the ADVISOR desires to provide such increased advisory functions.
NOW,
THEREFORE, based upon the mutual premises and conditions contained herein,
the
parties hereby agree as follows:
1. Section
3
is hereby amended and restated in its entirety to read as follows:
Section
3. Advisory
Function.
ADVISOR
agrees to be available during the term of this Agreement upon reasonable request
by COUGAR to consult with COUGAR and to assist COUGAR in the assessment of
research, development and commercial programs of biotechnology or pharmaceutical
companies that COUGAR may consider developing or acquiring from time to time,
to
offer advice and guidance with respect to the research and commercial
development plans of potential competitors of such companies; provided, however,
that ADVISOR shall not be obligated to commit more than two days per week to
COUGAR. ADVISOR also agrees to be available, upon reasonable notice, to attend
all meetings of the SAB and the Board.
2. Section
4(a) is hereby amended and restated in its entirety to read as
follows:
(a) Pay
to
ADVISOR Two Hundred Thousand Dollars ($200,000) per year payable in accordance
with its normal payroll period and practices;
3. In
addition, in consideration for such additional services, the Company has agreed
to grant to you options (the “Additional Options”) to purchase an additional
100,000 shares of Common Stock of the Company at an exercise price equal to
$0.15 per share, which Additional Options shall vest, if at all, in four equal
amounts on each anniversary of this Agreement and shall otherwise be subject
to
the Employee Stock Option Plan of COUGAR. Except as provided in Section 1 of
the
Agreement and the following sentence, the Additional Options shall vest only
if
ADVISOR is a member of both the Board of Directors and the SAB on such vesting
date. Notwithstanding the foregoing, any portion of the Additional Options
remaining unvested shall vest upon a Change of Control. “Change of Control”
means (i) the acquisition, directly or indirectly, following the date hereof
by
any person (as such term is defined in Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended), in one transaction or a series
of
related transactions, of securities of the Company representing in excess of
fifty percent (50%) or more of the combined voting power of the Company’s then
outstanding securities if such person or his or its affiliate(s) do not own
in
excess of 50% of such voting power on the date of this Agreement, or (ii) the
future disposition by the Company (whether direct or indirect, by sale of assets
or stock, merger, consolidation or otherwise) of all or substantially all of
its
business and/or assets in one transaction or series of related transactions
(other than a merger effected exclusively for the purpose of changing the
domicile of the Company).
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement by proper person thereunto duly
authorized.
| COUGAR BIOTECHNOLOGY, INC. | ||
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| /s/ Xxxx X. Xxxxxxxx | ||
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By: Xxxx X. Xxxxxxxx, CEO
Date:
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XXXX
XXXXXXXXXX, M.D
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| /s/ Xxxx Xxxxxxxxxx | ||
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Name:
Xxxx Xxxxxxxxxx
Title:
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