Exhibit 10.12
Catalyst Pharmaceutical Partners, Inc. (hereinafter
“COMPANY”) and Xx. Xxxxxx Xxxxxxxx (hereinafter
“CONSULTANT”) 0 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000
agree that CONSULTANT will advise COMPANY on matters relating to
the field of clinical studies with vigabatrin to treat
cocaine/methamphetamine addiction (hereinafter
“Field”) under the following terms and conditions
(“this Agreement”):
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| 1. |
Consulting Services. CONSULTANT’s responsibilities
shall include, without limitation, the following activities
(hereinafter collectively referred to as “Services”): |
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Consult with Company with regard to clinical studies designed to
test vigabatrin for the treatment of cocaine/methamphetamine
abuse. Also, to serve on the Company’s Scientific Advisory
Board. |
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The Services shall be performed via telephone and
correspondence, and may include meetings with personnel and
other consultants at times and locations to be mutually agreed
upon. In each instance, CONSULTANT shall perform the Services
only upon COMPANY’s request and after the scope of the
Services has been approved by COMPANY. |
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The parties acknowledge that the Xxxxx Xxxxxxx University is not
a party to this Agreement, which is a private contract between
CONSULTANT and COMPANY. CONSULTANT and COMPANY also agree that
the Xxxxx Xxxxxxx University, its Schools and Divisions, and the
Xxxxx Xxxxxxx Hospital and Health System and its affiliated
hospitals (hereinafter individually and collectively
“JHU”) have no liability or responsibility to either
party under this Agreement. The CONSULTANT’s office address
at JHU may be identified in this Agreement for the purpose of
convenient communication between COMPANY and CONSULTANT and does
not in any way alter the fact that this is a private agreement
between COMPANY and CONSULTANT. |
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CONSULTANT represents and warrants that at the time of execution
of this Agreement, the terms of this Agreement are not
inconsistent with any other contractual or legal obligation.
CONSULTANT may have or with the policies of any institution or
company with which CONSULTANT is associated. |
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COMPANY and CONSULTANT recognize that CONSULTANT’s primary
duty as a full-time JHU faculty member is to JHU. COMPANY and
CONSULTANT also agree that JHU policies and CONSULTANT’s
obligations to JHU shall govern and be afforded primacy in the
event a conflict arises between such policies and obligations
and this Agreement. CONSULTANT shall promptly notify COMPANY in
the event CONSULTANT becomes aware of a conflict between such
policies and obligations and this Agreement, to the extent that
such notification does not breach confidentiality provisions or
understandings regarding confidentiality between JHU and an
actual or potential research sponsor or collaborator or other
third party, or between CONSULTANT and any third party. COMPANY
and CONSULTANT will jointly determine whether or not to
terminate this Agreement as a result of aforementioned
notification. Nothing in this Agreement shall in any way inhibit
CONSULTANT’s ability to conduct academic research and other
academic activities at, through, or on behalf of JHU, regardless
of the sponsor or field of such activities, during or at any
time after the term of this Agreement. |
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If CONSULTANT believes that consulting services she/he provides
for other parties under a private agreement or arrangement to
which JHU is not a party may be inconsistent with the terms of
this Agreement, CONSULTANT shall promptly notify COMPANY, to the
extent that such notification does not breach confidentiality
provisions or undertakings between CONSULTANT and any third
party. COMPANY and CONSULTANT will jointly determine whether or
not to terminate this Agreement as a result of aforementioned
notification. |
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CONSULTANT shall not use the facilities, equipment, materials,
funds, or resources owned or administered by JHU, or located on
any of the premises thereof; or engage or employ students,
trainees, post-doctoral fellows or other employees thereof, to
provide services under this Agreement. CONSULTANT may disclose
to COMPANY under this Agreement any information that she/he
would normally freely disclose to other members of the
scientific community at large, whether by publication, by
presentation at seminars, or in informal scientific discussions,
but CONSULTANT shall not disclose under this Agreement:
(a) information that is proprietary to JHU and not
generally available to the public other than through formal
institutional transactions; or (b) unpublished results of,
or data from, research or clinical activity conducted at, by, or
on behalf of JHU. COMPANY understands that in providing services
under this Agreement, CONSULTANT may inadvertently disclose
proprietary information of JHU to COMPANY. COMPANY agrees that
in the event CONSULTANT discloses proprietary information of JHU
under this Agreement, CONSULTANT has the right to so notify
COMPANY in writing within thirty (30) days of disclosure of
such information. COMPANY agrees not to disclose or use the
information in any way in the event of such notification.
Nothing in this Agreement in any way alters the terms of any
agreements to which JHU is a party, existing prior to the
effective date of this Agreement, or prepared and finalized
after the effective date of this Agreement. |
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| 2. |
Compensation. In consideration for CONSULTANT’s
services hereunder, COMPANY shall pay CONSULTANT as follows:
[Complete only the applicable sections.] |
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a) |
$18,000.00 per year, paid monthly. |
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b) |
12,000 company stock options, with an exercise price of $2.00
per share and vesting as follows: 3,000 shares quarterly.
COMPANY will ask CONSULTANT to sign a separate stock option
agreement. |
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c) |
Reasonable out-of-pocket expenses (upon presentation of
appropriate receipts) incurred by CONSULTANT, including all
travel, food and lodging, in connection with the Services
provided hereunder. |
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Payment shall be made within forty five (45) days of
receipt of an invoice of itemized services and submission of
appropriate vouchers and receipts as may be reasonably necessary
to substantiate CONSULTANT’s out-of-pocket expenses. |
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CONSULTANT shall not be paid vacation, holiday or sick time
during the term of Agreement. In the event of premature
termination of the Agreement COMPANY shall pay CONSULTANT for
the Services performed and expenses incurred through the date of
termination. In the event of any overpayment by COMPANY,
CONSULTANT shall, upon submission by COMPANY of documents
evidencing such overpayment, remit the same to COMPANY within
thirty (30) days after termination. CONSULTANT shall also
cooperate with COMPANY in producing documents as evidence of
overpayment of either party. |
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| 3. |
Term and Termination. This Agreement shall be effective
upon full execution of this Agreement and continue for a period
of (complete applicable box): |
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1 year |
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The Agreement may be extended by written agreement signed by the
parties. Either party may terminate this Agreement with or
without cause upon giving thirty (30) days prior written
notice to the other party. Termination or expiration of this
Agreement shall not affect any rights or obligations which have
accrued prior thereto or in connection therewith. Any written
agreements altering the term and/or conditions of this agreement
must be reviewed and approved in advance by the Xxxxx Xxxxxxx
University School of Medicine’s Office of Policy
Coordination. |
4. Confidential Information
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| 4a. |
With respect to any technical or business information of a
proprietary or confidential nature which CONSULTANT may obtain
from COMPANY under this Agreement or which is developed by
CONSULTANT as a result of CONSULTANT’s Services hereunder
(all of such technical and business information being referred
to hereinafter as “Company Information”), it is
understood that unless disclosure or use provided by COMPANY; or
(b) is covered under a separate written agreement between
JHU and COMPANY, CONSULTANT will for a period of three
(3) years from the date of disclosure hereunder: |
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treat Company Information as confidential; |
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not use any Company Information except as and to the extent
necessary for the aforesaid consulting tasks; and |
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iii) |
not disclose any Company Information to any third party without
prior written approval from COMPANY. |
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| 4b. |
Consultant’s objections set forth in this Section 4
shall not apply with respect to any portion of the Company
Information that: |
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was in the public domain at the time it was communicated to
CONSULTANT under this Agreement; |
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ii) |
entered the public domain through no breach of this Agreement by
CONSULTANT, subsequent to the time it was communicated to
CONSULTANT under this Agreement; |
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iii) |
was in CONSULTANT’s possession to the best of
CONSULTANT’s knowledge free of any obligation of confidence
at the time it was communicated to CONSULTANT under this
Agreement; |
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iv) |
was rightfully communicated to CONSULTANT free of any obligation
of confidence subsequent to the time it was communicated to
CONSULTANT under this Agreement; |
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was developed by CONSULTANT independently of and without
reference to any information communicated to CONSULTANT under
this Agreement; |
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vi) |
is required to be disclosed in response to a valid order by a
court or other governmental body, or as otherwise required by
law. |
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| 4c. |
Notwithstanding the above, prior to any subcontracting to third
parties, such third party must be bound to the same obligations
as under this Agreement regarding any Confidential Information
prior to disclosure. |
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Publications. CONSULTANT shall not publish, nor submit
for publication, any work resulting from the Services provided
hereunder without prior written approval from COMPANY. If
CONSULTANT publishes or submits for publication work resulting
from the Services provided hereunder, CONSULTANT shall include
the following statement in the publication: “Dr. [Xxxxxxx
xxxx] is a paid consultant to [Company name].” Nothing in
this agreement shall be construed as prohibiting or otherwise
limiting CONSULTANT’s ability to publish, submit for
publication, or otherwise disclose the results of
CONSULTANT’s activities as a faculty member of JHU, during
or at any time after the term of this Agreement. |
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Publicity. With the limited exception of citing
CONSULTANT’S faculty title (subject to the conditions
outlined below), COMPANY and its affiliates will not use the
names, likenesses, or logos of the JHU in any of their
fund-raising or investment documents, publications, websites,
advertisements, press releases, or marketing and promotional
materials (hereinafter “Materials”). If COMPANY cites
Consultant’s title and/or affiliation with JHU in its
Materials, it agrees to include the following statement in such
Materials as a parenthetical comment next to the
consultant’s name, title, and/or affiliation:
“Participation by Xx. Xxxxxx X. Xxxxxxxx does not
constitute or imply endorsement by the Xxxxx Xxxxxxx University
or the Xxxxx Xxxxxxx Hospital and Health System.” |
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Compliance. In the performance of the Services hereunder,
CONSULTANT shall comply with all applicable federal, state and
local laws, regulations and guidelines. CONSULTANT shall also
comply with COMPANY’s policies when on COMPANY premises. |
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8. |
Independent Contractor. CONSULTANT’s status under
this Agreement is that of an independent contractor. CONSULTANT
shall not be deemed an employee, agent, partner or joint
venturer of COMPANY for any purpose whatsoever, and CONSULTANT
shall have no authority to bind or act on behalf of COMPANY.
This Agreement shall not entitle CONSULTANT to participate in
any benefit plan or program of COMPANY. CONSULTANT shall be
responsible for, and agrees to comply with, obligations under
federal and state tax laws for payment of income and, if
applicable, self-employment tax. |
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9. |
Assignment. CONSULTANT may not assign this Agreement or
any interest herein, or delegate any of its duties hereunder, to
any third party without COMPANY’s prior written consent,
which consent is within COMPANY’s sole discretion to grant
or withhold. Any attempted assignment or delegation without such
consent shall be null and void. |
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Debarment. CONSULTANT warrants and represents that
CONSULTANT has never been, if not currently, and, during the
term of this Agreement, will not become: |
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an individual who has been debarred by the U.S. Food and
Drug Administration (“FDA”) pursuant to
21 U.S.C. 335a (a) or (b) (“Debarred
individual”) from providing services in any capacity to a
person that has an approved or pending drug product application,
or an employer, employee or partner of a Debarred Individual or |
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a corporation, partnership or association that has been debarred
by the FDA pursuant to 21 U.S.C. 335a (a) or (b)
(“Debarred Entity”) from submitting or assisting in
the submission of any abbreviated drug application, or an
employee, partner, shareholder, member, subsidiary or affiliate
of a Debarred Entity. |
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CONSULTANT further warrants and represents that no Debarred
Individual or Debarred Entity has performed or rendered, or will
perform or render, any services of assistance relating to
activities taken pursuant to this Agreement. CONSULTANT further
warrants and represents that CONSULTANT has no knowledge of any
circumstances which may affect the accuracy of the foregoing
warranties and representations, including, but not limited to,
FDA investigation of, or debarment proceedings against
CONSULTANT or any person or entity performing services or
rendering assistance relating to activities taken pursuant to
this Agreement, and CONSULTANT will immediately notify COMPANY
if CONSULTANT becomes aware of any such circumstances during the
term of this Agreement. |
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| 11. |
Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the matters herein
contained and supersedes all previous agreements and
undertakings with respect thereto. This agreement may be
modified only by written agreement signed by the parties. |
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This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida without regard to its
conflicts of laws rules. |
000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
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| By: |
/s/ Xxxxxxx
X. XxXxxxx |
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Xxxxxx X. Xxxxxxxx, M.D.
Xxxx Xxxxxxx University Medical Center
Xxxxx Xxxx Xxxxxxxx
Xxxx Xxxxx, 0xx Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
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| By: |
/s/ Xxxxxx
X. Xxxxxxxx |
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