1
CONSULTING AGREEMENT
The following contains the terms of MEDICAL GENESIS' (MEDGEN) consulting
agreement with American Medical Systems (the "Company"), which shall be for a
period of one year effective as of September 1, 1999 and supersedes all other
understandings between them:
1. MEDGEN shall perform Services in the Field for and on behalf of the
Company, as directed by the Company, and which are generally described
in Exhibit A.
2. In rendering Services to the Company, MEDGEN shall act as an
independent contractor and not as an employee of the Company. MEDGEN
will pay all taxes and be responsible for all employer obligations.
3. MEDGEN'S compensation for rendering Services to the Company is set
forth in Exhibit B.
4. In consideration of MEDGEN'S retention as a consultant by the Company,
MEDGEN hereby agrees as follows:
a. It understands that the Company possesses or has rights to
information in the Field, including information developed by
MEDGEN in the course of performing Services for the Company
(including, without limitation, know-how, formulas, processes,
product ideas, inventions, and other technical, business and
financial plans, forecasts, strategies and information), including
any information derived therefrom, is referred to as "Proprietary
Information".
b. At all times, MEDGEN agrees: (i) to hold the Proprietary
Information in confidence and to take all necessary precautions to
protect Proprietary Information; and (ii) not to divulge such
Proprietary Information to any employee or other person unless
they have a legitimate "need to know" and have entered into an
appropriate agreement to protect the confidentiality of the
Proprietary Information.
c. The foregoing shall not apply with respect to information MEDGEN
can document (i) is in the public domain through no improper
action or inaction by MEDGEN, or any agent or employee, (ii) was
in MEDGEN'S possession or known by MEDGEN prior to receipt from
the Company; (iii) was rightfully disclosed to MEDGEN by another
person without restriction, or (iv) was previously independently
developed by MEDGEN
d. MEDGEN hereby assigns to the Company any rights MEDGEN may have or
acquire in such Proprietary Information.
e. MEDGEN shall return to the Company all materials and property
containing Proprietary Information when requested by the Company.
f. Any inventions which MEDGEN develops or co-develops in the
performance of Services in whole or in part, shall be the sole
property of the Company, and its successors or assigns shall be
the sole owner of all intellectual property rights in
2
connection therewith MEDGEN hereby assigns to the Company any
rights MEDGEN may have or acquire in such inventions.
g. MEDGEN will assist the Company in every proper way to obtain and
enforce intellectual property rights in the inventions worldwide,
and will execute all documents reasonably appropriate for this
purpose. This obligation shall survive the termination of this
Agreement. In the event that the Company is unable to secure an
authorizing signature to any document reasonably appropriate for
the foregoing, MEDGEN hereby designates and appoints the Company
and its duly authorized officers and agents, as by agents and
attorneys-in-fact for the purpose of executing and filing any such
document and doing all other lawfully permitted acts to accomplish
the foregoing with the same legal force and effect as if executed
by MEDGEN.
h. During the term of this Agreement and for one year thereafter,
MEDGEN will not engage in any business which competes with the
actual or demonstrably anticipated business of the Company, either
directly or indirectly. During the term of this Agreement and for
a period of one year thereafter, MEDGEN agrees not to solicit or
hire any employees of the Company to work for an employer which
competes with the Company.
5. MEDGEN represents that its performance of the terms of this Agreement
will not violate any agreements or obligations MEDGEN may have to any
third party and MEDGEN further represents that it will not use the
Proprietary Information of any third party in the course of rendering
Services to the Company nor will it disclose any such information to
the Company.
6. The Company or MEDGEN may terminate this Agreement after three months
from the date of signing at any time, with or without cause, upon
thirty (30) days written notice; provided, however, the provisions of
Paragraph 4 shall survive any termination of this Agreement. The
Agreement can be extended month to month with consent of both parties
under the same terms after the initial contract period ends.
7. This Agreement may only be amended or waived in writing. No failure or
delay in enforcing any right will be deemed a waiver.
MEDICAL GENESIS ACCEPTED AND AGREED TO:
00000 X.X. 000XX XXXXX
XXXXXXXXXXX, XX 00000 AMERICAN MEDICAL SYSTEMS
/s/ Xxxxxxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
-------------------------------- --------------------------------
Xxxxxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
President President and CEO
Sept 24, 1999 9/24/99
-------------------------------- --------------------------------
Date Date
2
3
EXHIBIT A
DESCRIPTION OF SERVICES
During the term of Services for the Company, MEDGEN will agree to consult up to
2.5 days per month. In general, the work that will be performed will include:
- Analysis of business opportunities (including on-site due
diligence)
- Internal review of R&D projects and functions
- Assist in strategic planning
- Personnel interviews and assessment
- General advice and guidance
DESCRIPTION OF FIELD
MEDGEN'S services during this period will be confined to the Field of:
Current AMS products and future AMS products contemplated over the next
year. The Company understands there may be potential conflicts with
products or relationships that MEDGEN has with others and those are
called out below and override section 4(h).
a. Use of focused ultrasound for treatment of incont (Therus)
b. Tools used in suspension procedures (Inlet)
c. Non-invasive urological products (SRS)*
d. Radiation therapy (Proxima)
EXHIBIT B
MEDGEN will be compensated for consulting services as follows:
$3,500 per month as a retainer.
$1,400 per day for days over and above 2.5 days per month.
All reasonable expenses incurred as a result of the assignment.
* E-Stim, Bio-feedback, Uretheral inserts, Bladder Scanner, Software,
Catheters.
3
