CONSULTING AGREEMENT
Exhibit 10.207
This Consulting Agreement (the “Agreement”) is entered into by and between The Immune
Response Corporation, a Delaware corporation (the “Company”), and Orchestra Partners, LLC
(“Consultant”), effective as of June 7, 2006 (the “Effective Date”).
(a) No Authority to Bind Company. Consultant has no authority to create obligations
on the part of the Company or enter into contracts that bind the Company, and Consultant agrees not
to purport to do so.
(b) No Benefits. Consultant acknowledges and agrees that Consultant will not, by
virtue of this consultancy, be eligible for any Company employee benefits. Consultant shall be
responsible for all tax obligations pertaining to itself and its personnel.
Agreement, consulting or other services for, or engage in or intend to engage in an employment
relationship with, companies whose businesses or proposed businesses in any way involve products or
services which would be competitive with the Company’s HIV or MS products or services, or those HIV
or MS products or services proposed or in development by the Company during the term of the
Agreement. If, however, Consultant decides to do so, Consultant agrees that, in advance of
accepting such work, Consultant will promptly notify the Company in writing, specifying the
organization with which Consultant proposes to consult, provide services, or become employed by and
to provide information sufficient to allow the Company to determine if such work would be
disfavored by the Company.
(a) Amendments and Waivers. Any term of this Agreement may be amended or waived only
by written act of the parties.
(b) Sole Agreement. This Agreement constitutes the sole and entire agreement of the
parties with respect to the subject matter hereof and supersedes all oral negotiations and
commitments and prior and contemporaneous writings with respect to the subject matter hereof.
(c) Choice of Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of California, without giving effect to the
principles of conflict of laws.
(d) Arbitration. Any dispute or claim arising out of or in connection with any
provision of this Agreement will be finally settled by binding arbitration in San Diego County,
California, in accordance with the commercial arbitration rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply
California law, without reference to rules of conflicts of law or rules of statutory arbitration,
to the substantive resolution of any dispute. Judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties
may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to
compel arbitration in accordance with this paragraph, without breach of this arbitration provision.
(e) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT,
SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ
AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE
CONSTRUED AGAINST EITHER PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
THE IMMUNE RESPONSE CORPORATION | ||||||
By: | /s/ Xxxxxxx X. Xxxxx
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Chief Operating Officer and | ||||||
Chief Financial Officer |
ORCHESTRA PARTNERS, LLC | ||||||
By: | /s/ Xxxxx Xxxxxxx | |||||