EXHIBIT 10.21
CONSULTING AGREEMENT
This Agreement (the "Agreement") effective this 1st day of April, 2005 (the
"Effective Date"), is between Marc Pharmaceuticals, Inc. ("Company") with
principal offices at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx,
00000, and Xxxxxxx X. Xxxxxxxxxx, Ph.D., X.Xx. ("Consultant"), Who shall serve
with the title of Chief Scientific and Drug Development Advisor, with principal
offices at 00 Xxxxxx Xxxxxx, Xxxx 0, Xxxxxxxxxxx, XX 00000.
1. SERVICES
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1.1 Services. The Company hereby retains the Consultant to
perform such Senior Scientific Advisory and Development Services as the Company
may from time to time reasonably request (the "Services"). Services shall relate
to the betulinol derivatives research program currently being undertaken by Xxxx
X. Xxxxxx, X.Xx. Ph.D, and shall include (i) review of ongoing research; (ii)
review and oversight of the Company's development of any future research and
testing program; and (iii) review, recommendations and oversight of outside
contract research organizations which includes a focus towards IND approval and
clinical trials.
It is anticipated that additional services will be required,
and may be made available by Consultant to the Company as agreed on by both
parties from time to time. Additions to the services described will be
documented by supplements to this Agreement. In addition to Senior Scientific
Advisory and Development Services, the parties acknowledge that Consultant also
provides Program Management Services which are of the type that may be needed by
the Company as it advances its research program. If the Company chooses to
engage Consultant to provide these services, such agreements shall be documented
by supplements to this Agreement.
1.2 Commitment. Consultant agrees to be available to render
the Services from time to time as requested by the Company, at such times and
locations as may be mutually agreed. Consultant agrees that the Services will be
provided in a manner consistent with reasonably acceptable professional
standards and shall be provided only by the Scientist and not any other
subcontractors, employees, or consultants of the Consultant. Company and
Consultant agree that the Consultant shall be committed to provide, and the
Company shall be committed to compensate for, at least eight (8) hours per
month. If Consultant and Company agree, the Consultant may provide additional
services at the request of the Company, within the scope of this Agreement.
Consultant shall be compensated by the Company for such additional services as
set forth in Section 3 to this Agreement.
1.3 EXCLUSIVITY. CONSULTANT AGREES THAT DURING THE TERM OF
THIS AGREEMENT, THE CONSULTANT WILL NOT, WITHOUT THE APPROVAL OF THE COMPANY,
RENDER ADVICE OR SERVICES (WHETHER AS A DIRECTOR, SCIENTIFIC ADVISORY BOARD
MEMBER, OFFICER, EMPLOYEE, CONSULTANT OR OTHERWISE) TO ANY OTHER PERSON OR
ENTITY IN THE FIELD. CONSULTANT REPRESENTS AND WARRANTS THAT NONE OF ITS
EXISTING RELATIONSHIPS, OR THE EXISTING RELATIONSHIPS OF ITS SUBCONTRACTORS,
INVOLVE ACTIVITIES IN THE USE OF BETULINOL AND BETULINOL DERIVATIVES AS
PHARMACEUTICAL AGENTS (THE "FIELD").
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2. TERM
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Subject to Section 7.1, this Agreement will be for an initial term
beginning as of the Effective Date hereof and endingon the first anniversary of
the Effective Date, and may be extended as agreed in writing by Consultant and
Company.
3. COMPENSATION AND EXPENSES
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3.1 Compensation. As full compensation for the Services, the
Company will pay the Consultant the sum of $2,500.00 per calendar Month,
including travel time but excluding time spent on record keeping and billing.
Consultant shall keep accurate and complete records of hours worked on behalf of
the Company, which records may be inspected by the Company upon reasonable
notice to Consultant.
The Company commits to engage and provide the above
compensation to Consultant for not less than one (1) day per month, based on an
eight (8) hour day. Any additional time the Senior Advisor may spend, shall be
agreed to by the parties in advance and shall be compensated on a mutually
agreeable basis.
3.2 Expenses. The Consultant shall be entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred by
the Consultant in the performance of the Services, provided such expenses are
agreed upon in advance. The Consultant shall provide receipts for all expenses
over ten dollars ($10.00).
4. THIRD PARTY RESTRICTIONS AND POLICIES
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4.1 Absence of Restrictions. Consultant represents that he
is presently under no contractual or other restriction or obligation which is
inconsistent with the Consultant's execution of this Agreement or the
performance of the Services, and during the term of this Agreement, the
Consultant will not enter into any agreement, either written or oral, which
conflicts with this Agreement.
5. OWNERSHIP OF INVENTIONS
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5.1 "Inventions" means all inventions, ideas, discoveries,
developments, methods, data, information, improvements and biological or
chemical materials, (whether or not reduced to practice and whether or not
capable of protection under state, federal, or foreign patent, copyright, trade
secrecy or similar laws) conceived, created, developed and/or reduced to
practice by the Consultant (whether alone or with others) in the course of
providing Services, or as a result of receiving Confidential Information from
the Company.
5.2 Ownership by Company. All Inventions are and shall
remain the exclusive property of the Company, and the Company may make, sell or
practice them without restriction or additional compensation. The Consultant
shall promptly and fully disclose to the Company any and all Inventions. The
Consultant shall maintain complete written records of all Inventions and of all
work or investigations done or carried out by the Consultant at all stages of
the work leading to such Inventions, which records shall be the exclusive
property of the Company.
5.3 Assignment of Inventions. The Consultant hereby assigns
and agrees to assign to the Company all of the Consultant's right, title and
interest in and to any Inventions. Consultant agrees to cooperate fully in
obtaining patent, copyright or other proprietary protection
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for such Inventions, all in the name of the Company and at the Company's cost
and expense, and shall execute and deliver (at no cost to the Company) all
requested applications, assignments and other lawful documents and take such
other measures as the Company shall request in order to perfect and enforce the
Company's rights in the Inventions (including transfer of possession to the
Company of all Inventions embodied in tangible materials) including preparing,
filing, prosecuting and enforcing patents and patent applications for such
Inventions, and hereby appoints the Company its attorney to execute and deliver
any such documents on its behalf in the event the Consultant fails or refuses to
do so. Consultant shall be paid pursuant to the terms of this Agreement for all
time spent fulfilling its obligations under this Section 5.3.
5.4 Third Party Claims. Unless covered by an appropriate
agreement between any third party and the Company, the Consultant shall not
engage in any activities or use any facilities in the course of providing
Services, which could result in claims of ownership to any Inventions being made
by such third party. The Consultant shall use all reasonable efforts to ensure
that his performance on behalf of the Company pursuant to this Agreement does
not result in any claim of infringement by any third party of its intellectual
property rights.
6. CONFIDENTIAL INFORMATION AND MATERIALS
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6.1 Confidentiality Agreement. The parties acknowledge that
the Confidentiality Agreement between the parties dated as of the date hereof
(the "Confidentiality Agreement") shall govern in accordance with the terms
therein with respect to all information exchanged between the parties hereunder
(including Third Party Proprietary Information as defined therein).
6.2 Publications. Consultant agrees to submit to the Company
a copy of any proposed manuscript or other materials to be published or
otherwise publicly disclosed which contains information relating to the Field or
any other area in which Consultant has actually performed Services for the
Company in sufficient time to enable the Company to determine if patentable
Inventions or Confidential Information of the Company would be disclosed.
Consultant shall cooperate with the Company in this respect and shall delete
from the manuscript or other disclosure any Confidential Information if
requested by the Company. Subject to the terms of Section 5.3 of this Agreement,
Consultant shall assist the Company in filing for patent protection for any
patentable Inventions prior to publication or other disclosure.
6.3 Employees Subject to Certain Obligations. Consultant
represents and warrants that, unless otherwise agreed by the parties, all
Services will be provided by the Consultant.
7. TERMINATION
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7.1 Early Termination. Either party may terminate this
Agreement at any time without cause by giving the other party 30 days' written
notice. Consultant shall be paid in full for the 30 days' notice period in the
event the Company exercises its rights pursuant to Section 7.1, regardless of
whether the Consultant is asked to perform services during this thirty (30)
days' notice period, unless the parties agree otherwise in writing.
7.2 Effect of Termination. Upon termination of this
Agreement, neither the Consultant nor the Company shall have any further
obligations under this Agreement, except that any liabilities accrued through
the date of termination and Sections 1.3, 5, 6, 7.2 and 8 shall survive
termination.
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8. MISCELLANEOUS
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8.1 Status. The Company and the Consultant agree that the
Consultant will be an independent contractor for all purposes, including but not
limited to payroll and tax purposes, and that the Consultant shall not in any
way represent himself to be an employee, partner, joint venture party, agent or
officer with or of the Company. The Company shall be solely entitled to any
research and development tax credits associated with the Services under this
Agreement and the Consultant shall not take any action inconsistent with this
position.
8.2 Notice. All notices hereunder shall be in writing and
shall be given to the other at the address set forth below, or at such other
address or facsimile number as either may specify in writing to the other. All
notices shall be effective when deposited in the United States mail with proper
postage for first class registered or certified mail, return receipt requested,
or when delivered personally or dispatched by facsimile, addressed:
If to the Company: Xxxxxx Xxxxx
Chief Executive Officer
Marc Pharmaceuticals, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
(000) 000-0000 telephone
(000) 000-0000 fax
If to the Consultant: Xxxxxxx X. Xxxxxxxxxx, Ph.D., X.Xx.
00 Xxxxxx Xxxxxx, Xxxx 0.
Xxxxxxxxxxx, XX 00000
(000) 000-0000 telephone
(000) 000-0000 fax
8.3 Assignment. This Agreement, and the rights and
obligations hereunder, may not be assigned or transferred by either party
without the prior written consent of the other party which shall not be
unreasonably withheld, except that the Company may assign its rights under this
Agreement in connection with the merger, consolidation or sale of all or
substantially all assets of the Company.
8.4 Entire Agreement. This Agreement and the Confidentiality
Agreement constitute the entire agreement of the parties with regard to the
subject matter hereof, and supersede all previous written or oral
representations, agreements and understandings between the Company and the
Consultant. This Agreement may be amended or extended only by a writing signed
by both parties. This Agreement may be executed in counterparts, each of which
shall constitute an original and all of which, taken together, will constitute a
single instrument.
8.5 Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the law of State of Connecticut without regard to
any choice of law principle that would dictate the application of the law of
another jurisdiction.
8.6 Severability; Waiver. If any clause, term or provision
of this Agreement shall be judged to be invalid for any reason whatsoever, such
invalidity shall not affect the validity or operation of any other clause, term
or provision hereof. Failure of either party at any time to
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enforce any of the provisions of this Agreement shall not be deemed to be a
waiver of that or any other provision hereof.
The parties hereby cause this Agreement to be signed as an instrument
under seal.
MARC PHARMACEUTICALS, INC. XXXXXXX X. XXXXXXXXXX, PH.D., X.XX.
By: /S/ Xxxxxx X. Xxxxx By: /S/Xxxxxxx X. Xxxxxxxxxx
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Xxxxxx Xxxxx Xxxxxxx X. Xxxxxxxxxx
Chief Executive Officer Consultant and Senior Scientific Advisor
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