CONSULTING AGREEMENT
Exhibit
10.1
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000
Xxxx Xxxxx Xxxxxx X
Xxxxx 000 X
Xxxxxxxx, Xxx Xxxxxx 00000
Tel:
000-000-0000 Ÿ
Fax: 000-000-0000 Ÿ
xxx.xxxxxxxx.xxx
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This
Agreement is made and entered into as of January 1, 2008, by and between
Synvista Therapeutics, Inc., a Delaware corporation, whose principal address
is
000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (the “Company”) and Xxxxxxx
XxxXxx, 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (“Consultant”).
Whereas,
the Company desires to retain Consultant as an independent contractor to perform
certain consulting services for the Company as requested for a period starting
on January 1, 2008 through December 31, 2008, and Consultant is willing to
perform such consulting services, all on the basis set forth more fully
herein;
NOW,
THEREFORE, the parties agree as follows:
| 1. |
Term
of Agreement.
This Agreement will become effective on January 1, 2008, and will
end no
later than December 31, 2008.
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| 2. |
Services.
Consultant agrees to provide the Company with the services outlined
on the
attached Scope of Services. Consultant agrees to perform the Services
requested by the Company hereunder faithfully, diligently and to
the best
of Consultant’s skill and ability.
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| 3. |
Consulting
Fee.
In
consideration of the performance of the Services called for by this
Agreement, the Company agrees to pay Consultant, as compensation,
a
consulting fee of $5000.00 per month for 25 hours per month and $300.00
per hour for additional time thereafter, which shall be payable on
a
monthly basis. Synvista will reimburse Consultant for all reasonable
and
customary business expenses which have been agreed to by the Company.
In
addition, the Company agrees to continue to vest Consultant’s unvested
options during the consultancy period. Such options, to the extent
that
they were granted as incentive stock options (“ISOs”), shall retain their
status as ISOs until 90 days following his resignation date, at which
time
they shall automatically be converted to non-qualified stock options
(“NQSOs”). His vested options together with new options that may vest
during his consultancy, will remain exercisable from his resignation
date
up through a period of one year following the termination of this
Agreement.
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| 4. |
Relationship
of Parties.
It
is expressly understood that and agreed that, in providing consulting
services to the Company, Consultant is an independent contractor,
not an
employee of the Company; Consultant shall be responsible for paying
all
federal, state, social security and/or local taxes arising from
Consultant’s consulting relationship with the Company. Consultant, as an
independent contractor, understands that the Company is not obligated
to
pay any withholding taxes, social security, unemployment or disability
insurance or similar items in connection with any payments made to
Consultant by the Company pursuant to this Agreement. Consultant
shall not
participate in any of the Company’s employee benefit plans or programs
(including any pension, welfare, health, stock option, bonus, or
other
fringe benefit plans), collectively “Plans,” sponsored, established or
maintained by the Company (or any related or affiliated entity),
regardless of whether Consultant may be subsequently adjudged or
deemed
(by an court or governmental agency) to be an employee of the Company
(notwithstanding the terms of this paragraph). To the extent that
notwithstanding Consultant’s independent contractor status, as
acknowledged in this paragraph and the provisions set forth in the
immediate preceding sentence of this paragraph, Consultant has or
may have
any rights of participation in any Plans, Consultant hereby waives
them,
freely, knowingly and voluntarily. Consultant shall not have the
right to
bind the Company to any legal
obligation.
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| 5. |
Debarment.
Consultant represents and warrants for itself and its agents that,
to the
best of its knowledge, information, and belief, it is and they are
not
using, and will not use, in any capacity, in connection with the
performance of the Services by Consultant under this Agreement, the
services of any person debarred under subsections 306(A) or 306(B)
of the
Generic Drug Enforcement Act of 1992. Consultant shall disclose in
writing
to the Company, as soon as reasonably practicable upon receiving
actual
notice thereof, the debarment of any employee or agent that is debarred
or
the existence of any action, suit claim, investigation, or legal
or
administrative proceeding pending or threatened, relating to the
debarment
of Consultant or any person performing Services on behalf of
Consultant.
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| 6. |
Pre-Existing
Obligations.
Consultant represents and warrants that Services performed pursuant
to
this Agreement do not and will not conflict with any other obligation
of
Consultant to any third party. Consultant will promptly inform the
Company
in advance of any potential conflicts of interest that may arise
due to
Consultant’s performance of services for any third party and Consultant
agrees not to provide services requested by the Company if doing
so would
conflict with obligations of Consultant to third parties that arose
prior
to the Company’s request for such
services.
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| 7. |
Invention
Assignment, Confidential Information and Non-Competition
Agreement.
In
conjunction with this Consulting Agreement, Consultant shall sign
a copy
of the Company’s Confidential Disclosure and Non-Use Agreement, the terms
of which are expressly incorporated herein by
reference.
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| 8. |
Indemnification.
The Company shall indemnify, defend and hold Consultant harmless
from and
against any and all liabilities, damages, losses, costs or expenses
(including reasonable attorneys' and professional fees and other
expenses
of litigation and/or arbitration) (a "Liability") resulting from
a claim,
suit or proceeding brought by a third party against Consultant, arising
from or occurring as a result of activities performed by Consultant
in
connection with Consultant's performance under this Agreement, except
to
the extent such Liability is caused by the gross negligence or willful
misconduct of Consultant. Consultant shall promptly notify the Company
of
any Liability for which Consultant intends to claim such indemnification,
and cooperate fully with the Company in the investigation, conduct
and
defense of any Liability covered by this Paragraph 8 and provide
full
information with respect thereto.
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| 9. |
Term.
This Agreement shall be renewable on December 31, 2008 upon mutual
agreement, in writing, between the Company and
Consultant.
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| 10. |
Termination.
This Agreement may be terminated as follows: (a) by either party
for any
reason upon thirty (30) days’ written notice, or (b) by either party, in
the event of a breach by the other party of any of the covenants
contained
herein, immediately upon written notice to the breaching party. The
parties shall deal with each other in good faith during the ten-
(10) day
period after notice of intent to terminate has been given under subsection
(a).
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| 11. |
Effect
of Termination.
Any termination of this Agreement shall not relieve the Company of
its
obligations under Section 3 hereof to pay Consultant the Consulting
Fee
for Services performed prior to termination and shall not relieve
Consultant of Consultant’s obligations under Sections 4, 5, 6 and 7
hereof. Upon any such termination, Consultant shall promptly notify
the
Company of all Confidential Information and Designs and Materials
in
Consultant’s possession and shall deliver to the Company all such
Confidential Information and Designs and
Materials.
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| 12. |
Notices.
Any notices required or permitted hereunder shall be in writing and
shall
be deemed to have been given when delivered by certified mail, postage
prepaid, to the address of the receiving party set forth in this
Agreement, or to any other address of the receiving party designated
by
written notice in accordance with this
Section.
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| 13. |
Assignment.
This Agreement shall be assignable by the Company, but is not assignable
or transferable by Consultant.
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| 14. |
Governing
Law.
This Agreement shall be governed by and construed in accordance with
the
laws of the State of New Jersey, without regard to choice of law
principles. The language of all parts of this Agreement shall in
all cases
be construed according to its fair meaning and not for or against
any of
the parties.
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| 15. |
Severability.
The invalidity or unenforceability of any clause of this Agreement
shall
not affect the validity or enforceability of any other
clause.
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| 16. |
Agreement
May Be Signed in Counterparts.
This Agreement may be executed in one or more counterparts, each
of which
shall be deemed to be an original, but all of which together shall
constitute one and the same
instrument.
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| 17. |
Complete
Understanding Modification.
This Agreement constitutes the entire agreement of the parties and
no
waiver, modification or amendment of any provision hereof shall be
effective unless in writing and signed by the parties hereto. By
entering
into this Agreement, the Company does not in any way make an offer
of
employment to Consultant.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, which is
effective as of the date first written above.
| Synvista Therapeutics, Inc. | Xxxxxxx XxxXxx, M.D., Ph.D. | ||
| By: /s/ Xxxx Xxxxxxxxx | By: | /s/ Xxxxxxx XxxXxx | |
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Xxxx
Xxxxxxxxx, M.D., Ph.D.
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President
and Chief Executive Officer
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SS#: | ______________________________________ |
SCOPE
OF SERVICES
Consultant
will work closely and interactively with Synvista on:
| 1. |
Clinical
trial design and implementation;
and
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| 2. |
Regulatory
strategy and implementation in US and EU;
and
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| 3. |
Identifying
and maintaining good relationships with key opinion leaders and key
vendors
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