Exhibit 10.2
Genta Incorporated
3550 General Xxxxxx Xxxxx
Xxx Xxxxx, X 00000
Gentlemen:
The following contains all the items of my consulting agreement (the
"Agreement") with Genta Incorporated, a Delaware corporation (the "Company").
The amount of time I will spend as a consultant to the Company and the
nature of the services provided and my compensation are set forth in Exhibit A
hereto. In rendering such services to the Company, I shall act as an independent
contractor and not as an employee of the Company. The Company or I may terminate
the Agreement at any time, with or without cause, provided that I must devote at
least twenty-four (24) days at the approximate rate of two (2) days per month to
providing services under this Agreement before I may terminate it.
I understand that the Company possesses and will continue to possess
information that has been created, discovered, or developed, or has otherwise
become known to the Company, including without limitation, information created,
discovered, developed or made known by me (and within the scope of the
Agreement) or to me during the period of or arising out of my retention as a
consultant by the Company, and/or in which property rights have been assigned or
otherwise conveyed to the Company, and/or in which property rights have been
assigned or otherwise conveyed to the Company, which information has commercial
value in the business in which the Company is engaged. All of the aforementioned
information is hereinafter called "Proprietary Information." By way of
illustration, but not limitation, Proprietary Information includes all trade
secrets, processes, formulae, data and know-how, improvements, inventions,
techniques and strategies; all administrative, business, financial, managerial
and organization information; and all research, development, manufacturing,
commercialization, sales and marketing information, plans, strategies, forecasts
and customer data.
In consideration of my retention as a consultant to the Company, and the
compensation received by me from the Company from time to time, I hereby agree
as follows:
20. All Proprietary Information shall be the sole property of the Company
and it assigns, and the Company and its assigns shall be the sole owner of all
patents and other rights in connection therewith. I hereby assign to the Company
any rights I may have or acquire in all Proprietary Information. At all times
during my retention as a consultant by the Company and at all time after
termination of such retention as a consultant, I will keep in confidence and
trust all Proprietary Information, and I will not use or disclose any
Proprietary Information or anything relating to it without the written consent
of the Company, except as may be necessary in the ordinary course of performing
my duties as a consultant of the Company.
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21. I agree that during the period that I am retained as a consultant to
the Company, I will not, without the Company's express written consent, engage
in any employment or activity (whether as a consultant, adviser or otherwise) in
any business engaged in the field of antisense or triplex technology or any
business funding collaborations or alliances with any other business engaged in
the filed of antisense or triplex technology.
22. All documents, data, records, apparatus, equipment and other physical
property, whether or not pertaining to Proprietary Information, furnished to me
by the Company or produced by myself or others in connection with my retention
as a consultant shall be and remain the sole property of the Company and shall
be returned promptly to the Company as and when requested by the Company. Should
the Company not so request, I shall return and deliver all such property upon
termination of my retention as a consultant by me or by the Company for any
reason and I will not take with me xxx such property or any reproduction of such
property upon termination.
23. I agree that for a period of one year following termination of my
retention as a consultant with the Company, I will not solicit or in any manner
encourage employees of the Company to leave its employ.
24. I will promptly disclose to the Company, or any persons designated by
it, all improvements, inventions, formulae, processes, techniques, know-how and
data, whether or not patentable, made or conceived or reduced to practice or
learned by me, either alone or jointly with others, during the period of my
retention as a consultant which are (a) within the scope of the services to be
provided by me under the Agreement and elated to or useful in the business of
the Company, or (b) result from tasks assigned me by the Company, or (c) funded
by the Company, or (d) result from use of premises owed, leased or contracted
for by the Company (all said improvements, inventions, formulae, processes,
techniques, know-how and data shall be collectively hereinafter called
"Inventions"). Such disclosure shall continue for one year after termination of
the Agreement with respect to anything that would be an Invention if made,
conceived, reduced to practice or learned during the term hereof.
25. I agree that all Inventions shall be the sole property of the Company
and its assigns, and the Company and its assigns shall be the sole owner of all
patents and other rights in connection therewith. I hereby assign to the Company
any rights I may have or acquire in all Inventions. I further agree as to all
Inventions to assist the Company in every proper way (but at the Company's
expense) to obtain and from time to time enforce patents on the Inventions in
any and all countries, and to that end I will execute all documents for use in
applying for and obtaining such patents thereon and enforcing same, as the
Company may desire, together with any assignment thereof to the Company or
persons designated by it. My obligation to assist the Company in obtaining and
enforcing patents for the Inventions in any and all countries shall continue
beyond the termination of my retention as a consultant, but the Company's
request on such assistance. In the event that the Company is unable for any
reason whatsoever to secure my signature to any lawful and necessary document
required to apply for or execute any patent application or continuations in part
thereof), I hereby irrevocably designate and appoint the
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Company and its duly authorized officers and agents, as my agents and
attorney-in-fact to act for and in behalf and instead of me, to execute and file
any such application and to do all other lawfully permitted acts to further the
prosecution and issuance of patents thereon with the same legal force and
effects as if executed by me.
26. As a matter of record I have attached hereto as Exhibit B a complete
list of all inventions or improvements relevant to the subject matter or my
retention as a consultant by the Company which have been made or conceived or
first reduced to practice by me alone or jointly with others prior to my
engagement by the Company which I desire to remove from the operation of the
Agreement; and I covenant that such list s complete.
27. I represent that my performance of all the terms of the Agreement and
that my retention as a consultant by the Company does not and will not breach
any agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my retention as a consultant by the Company. I
have not entered into, and I agree I will not enter into, any agreement ether
written or oral in conflict herewith.
28. I understand as part of the consideration for the offer to retain me as
a consultant extended to my by the Computer and of my retention as a consultant
by the Company, that I have not brought and will not bring with me to the
Company or use in the performance of my responsibilities at the Company any
equipment, supplies, facility or trade secret information of any current or
former employer which are not generally available to the public, unless I have
obtained written authorization for their possession and use.
29. I also understand that, in my retention as a consultant with the
Company, I am not breach any obligations that I have to others, and I agree that
I shall fulfil all such obligations during my retention as a consultant with the
Company.
30. I agree that in addition to any other rights and remedies available to
the Company for any breach by me of my obligations hereunder, the Company shall
be entitled to enforcement of my obligations hereunder by court jurisdiction.
31. If any provision of the Agreement shall be declared invalid, illegal or
unenforceable, such provision shall be severed and all remaining provisions
shall continue in full force and effect.
32. The Agreement shall be effective as of May 6, 1997 and, unless
termination earlier as set forth above, shall terminate on May 5, 1999,
provided, however, Consultant's obligations under Paragraphs 1, 3, 4, 5, 6 and
11 shall survive the termination of the Agreement.
33. The term Company, as used herein, shall include any subsidiary o
affiliate of Genta Incorporated.
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34. The Agreement shall be binding upon me, my heirs, executors, assigns
and administrators and shall inure to the benefit of the Company, its successors
and assigns.
35. The Agreement shall be governed by and construed in accordance with the
laws of the State of California (irrespective of its choice of law provisions).
Dated: ____________________
By: ________________________
Accepted and agreed to
this __ day of __________________, 1998
Genta Incorporated
By _________________________
_________________________
_________________________
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EXHIBIT A
Amount:
Consultant shall devote at least 24 days (at the approximate rate of 2 days per
month) to providing services under the Agreement, including without limitation,
serving as the Chairman of the Board of Directors of Genta Pharmaceuticals,
Europe S.A. ("Genta Europe").
Nature of Services:
Consult shall consult with Company in the field of Geomatrix based drug delivery
and antisense technology, and such other services that may be reasonably
requested by the Company, including, without limitation, services needed by the
Company to maintain any rights existing as of the date of this Agreement and to
assist in any management transition. It is understood and agreed that the
October 4, 1989 Indemnification Agreement between the parties shall apply to
Consultant's services as Chairman of the Board of Genta Europe under this
Consulting Agreement.
Consideration:
In consideration for this consulting services under this Agreement, Employee
shall be granted 100,000 shares of Nonstatutory Stock Options (NSO's) under the
Genta Incorporation 1991 Stock Plan. Such options are granted to the Employee at
100% of the fair market value on the Date of the Grant, which is My 5, 1997.
Options will vest over a two-year period commencing on the Date of Grant, except
that vesting shall terminate it Consultant fails to fulfil his obligations under
this Consulting Agreement or if the Company terminates this Consulting Agreement
for cause.
____________________________
Xxxxxx X. Xxxxx, Ph.D.
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