SUMMERCLOUD BAY, INC.
0 Xxxxxxxx Xxxxx
Xxxxxxxxxxxxx XX 00000
Phone 000-000-0000
Fax 000-000-0000
CONSULTING AGREEMENT
THIS AGREEMENT, effective as of October 1, 1997, is by and between
Summercloud Bay, Inc., (hereinafter referred to as "CONSULTANT"), and Palatin
Technologies Inc., a Delaware Corporation having offices at 000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxx XX 00000 (hereinafter referred to as "PALATIN").
WITNESSETH
WHEREAS, CONSULTANT is an expert in scientific matters of particular
importance to the advancement of PALATIN's technology; and
WHEREAS, PALATIN desires that it be able to utilize CONSULTANT's
expertise in the commercialization of its research and development programs.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereby agree as follows:
ARTICLE I - TERM OF AGREEMENT
This Agreement shall be in effect for eighteen (18) months from the
effective date at which time PALATIN and CONSULTANT may agree to renew this
agreement for up to twelve (12) months further. This agreement may be terminated
by PALATIN or CONSULTANT upon ninety (90) days notice pursuant to the provisions
of ARTICLE V.
ARTICLE II- CONSULTING FUNCTION
During the term of this Agreement, CONSULTANT agrees to provide
services and assistance to PALATIN's commercial and technical development
programs as may be reasonably requested by PALATIN. CONSULTANT will provide
direct expertise in the strategic positioning and in the identification and
analysis of corporate partners and related business opportunities of PALATIN's
MIDAS technology.
CONSULTANT will devote appropriate time to the performance of his duties
in accordance with the directions of the Chairman and Chief Executive Officer of
PALATIN.
ARTICLE III - COMPENSATION
In consideration of CONSULTANT's performance of the consulting services,
PALATIN shall pay CONSULTANT, during the Term, a consulting fee at the rate of
$4,500 per month, payable at the beginning of each month. Subject to the
approval of PALATIN's Board of Directors, CONSULTANT will be granted 50,000
stock options, the underlying stock of which will be registered and will vest
over the first twelve (12) months of this agreement. The price of such options
will be at the closing price of PALATIN's stock on November 24, 1997.
At the discretion of PALATIN's Board of Directors, and/or subject to
completion of a significant milestone event for the MIDAS technology and related
to the execution of CONSULTANT's services, CONSULTANT will be eligible for a
further grant of PALATIN stock options.
ARTICLE IV - EXPENSES
PALATIN will promptly reimburse CONSULTANT for all reasonable and
necessary expenses incurred by CONSULTANT in connection with travel i.e., coach
airfare, hotel accommodation and ground transportation, and other expenses
related to the execution of CONSULTANT's services as approved by PALATIN.
ARTICLE V - TERMINATION
If this AGREEMENT is terminated due to a transaction involving a Change
of Control of PALATIN, the options granted herein will vest automatically and be
subject to the lock-up provisions for other Officers and Directors of PALATIN.
ARTICLE V - CONFIDENTIALITY
CONSULTANT recognizes and acknowledges that the technology possessed and
under development by PALATIN is a valuable property right to be kept
confidential and secret, and therefore agrees to keep confidential and not
disclose or use (except in connection with the fulfillment of the consulting,
duties with PALATIN under this Agreement) all "Confidential Information" of
PALATIN. "Confidential Information" shall not include, however, information
already known to CONSULTANT prior to receipt from PALATIN.
ARTICLE VI - REPRESENTATION OF CONSULTANT
CONSULTANT hereby represents that there is no binding agreement to which
it is a party to, or by which it is bound, that would forbid or restrict its
activities herein.
ARTICLE VII - OWNERSHIP OF INVENTIONS
In consideration for the compensation paid to CONSULTANT by PALATIN in
Article IV, CONSULTANT hereby assigns to PALATIN all right, title and interest
to all inventions which arise from the consulting activities for PALATIN
hereunder, and agrees to cooperate fully in the prosecution of any patent
application resulting from such invention, at the expense of PALATIN, which
cooperation shall include executing any necessary documents in connection
therewith.
ARTICLE VIII - SURVIVAL
The Provisions of this Agreement relating to confidentiality, assignment
of inventions and cooperation during patent prosecution shall survive any
termination or expiration of this Agreement hereof
ARTICLE IX - MISCELLANEOUS
CONSULTANT shall keep confidential from PALATIN all technical,
scientific and other confidential information concerning the business and
research plans of CONSULTANT's other agreements and relationships.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
proper persons thereunto duly authorized.
SUMMERCLOUD BAY INC.
By /s/ Xxxx Xxxxxxxxxxx Date 11/25/97
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Name:
Title:
PALATIN, INC.
By: /s/ Xxxxxx X. Xxxxxx Date 11/25/97
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Title:
