EXHIBIT 10.11
2004 CONSULTING AGREEMENT
THIS 2004 CONSULTING AGREEMENT (this "Agreement"), is made by and between
Chemokine Therapeutics Corp., a Delaware corporation (the "Chemokine"), and
Pharmaceutical Product Development, Inc., a North Carolina corporation ("PPD"),
as of September 14, 2004.
RECITALS
A. Chemokine is engaged in the development and sale of pharmaceutical
products;
B. PPD is a clinical research organization engaged in the business of
managing research and development programs for pharmaceutical and biotechnology
companies;
C. Chemokine is in the process of registering shares of common stock with
the Securities and Exchange Commission on Form SB-2 for purposes of a public
offering to raise capital to further its research and development activities.
The IPO shall be deemed closed for purposes of this Agreement at such time as
Chemokine shall issue a minimum of eight million shares of common stock
registered under the SB-2 Registration Statement for the IPO ("IPO Date").
D. Pursuant to agreements previously entered into between the parties,
Chemokine and PPD each has an interest in the development of CTCE-0214.
E. Chemokine desires to seek advice and consultation from PPD in
connection with the development of CTCE-0214, and PPD has agreed to provide the
same to Chemokine.
WHEREFORE, in consideration of the premises and covenants contained
herein, the parties agree as follows:
1. Consulting Advice. In the six-month period following the IPO Date, PPD
shall consult with Chemokine from time to time as requested by Chemokine in
connection with issues relating to the development of CTCE-0214, including the
following: a) the design and execution of clinical trials; b) the evaluation of
the results of clinical trials; and c) the design, execution and evaluation of
research and development activities. Such consultation may take the form of
telephone conversations, telephone conferences, televideo conferences, and the
evaluation of written materials. Such consultation shall not require in person
meetings.
2. Coordination with PPD. Notwithstanding PPD's commitment to
consultation, PPD shall be required to render such consultation only upon
reasonable prior notice and at such times and places which (i) are reasonably
acceptable to PPD, and (ii) do not unduly interfere with the ability of PPD to
conduct its own business activities.
3. Compensation to PPD. As consideration for this consulting advice,
Chemokine shall pay to PPD the sum of $150,000 (United States currency) in six
equal monthly installments. The first monthly installment shall be due on or
immediately after the IPO Date, and the remaining monthly installments shall be
due on the same day of the five (5) succeeding months
thereafter. Chemokine shall pay the monthly installments to PPD regardless of
(i) whether and/or to what extent Chemokine has requested consultation from PPD
during any particular month, and (ii) the frequency or scope of consultation
rendered by PPD during any particular month.
4. Confidentiality. PPD shall be subject to the same confidentiality
obligations, duties and responsibilities that exist under the current agreements
between PPD and Chemokine.
5. Termination. If Chemokine is unsuccessful in completing the IPO, then
this Agreement shall terminate and the parties shall have no obligation to each
other under this Agreement.
6. Drafting Agreement. The parties are of equal bargaining strength and
have had the opportunity to discuss and negotiate this Agreement in detail. Each
of the parties waives all provisions of law that would otherwise require this
Agreement to be construed against the party drafting this Agreement. Each party
shall be deemed to have drafted this Agreement.
7. Notices. Any notice required or permitted to be given hereunder shall
be given at the main business addresses of the parties.
8. Severability. If any provision in this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
9. Governing Law. This Agreement will be governed by the laws of the State
of North Carolina without regard to conflicts of laws principles.
10. No Waiver. No term or provision of this Agreement shall be waived or
any breach of this Agreement excused except in writing signed by the party that
is claimed to have so waived or excused. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision. Any consent or
waiver by any party to any breach of this Agreement by the other party, whether
expressed or implied, shall not constitute a consent to, waiver of, or excuse
for, any other breach. The failure of any party to give notice to the other
party, or to take any other step in respect of, any breach of any provision of
this Agreement shall not constitute a waiver thereof. Acceptance of payment by a
party after the breach of any provision of this Agreement by the other party
shall not constitute a waiver thereof.
11. Relationship Between the Parties. This Agreement does not constitute
and shall not be construed as constituting a partnership or joint venture
between the parties. No party shall have the right to obligate or bind the other
party in any manner whatsoever. Neither party is an agent of the other party.
12. Binding on Successors. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the respective successors and assigns of
the parties hereto, whether so expressed or not.
13. Jurisdiction; Venue. Chemokine hereby irrevocably agrees that any
legal action or proceeding arising out of or relating to this Agreement or any
other claims which may arise out of its relationship with PPD may be instituted
in the Superior Court in New Hanover County,
North Carolina or in the United States District Court for the Eastern District
of North Carolina. Chemokine consents to the jurisdiction of such courts and
waives any objection to the maintenance of any legal action or proceeding in any
state or federal courts of the State of North Carolina on the basis of improper
venue or inconvenient forum.
14. Integrated Agreement. This Agreement constitutes the entire
understanding and agreement between the parties with respect to the subject
matter of this Agreement, and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties; there are
no agreements, understandings, restrictions, representations, or warranties
other than those set forth in this Agreement.
[SIGNATURE PAGE FOLLOWS]
EXECUTION PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
have caused this Agreement to be duly executed on their respective behalf by
their respective officers thereunto duly authorized, as of the day and year
first above written.
Chemokine Therapeutics Corp. Pharmaceutical Product Development, Inc.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxxx
Xx. Xxxxxx Xxxxxx, President Title: President
