CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES
AGREEMENT
THIS AGREEMENT made effective
the 4th day of December, 2007.
BETWEEN:
a body
corporate with registered office in the
City of
Edmonton, in the Province of Alberta
(hereinafter
referred to as “ViRexx”),
OF THE FIRST PART
- and
-
Xx.
Xxxxxx X. Xxxxxxxx
of the
City of North Vancouver in the Province of British Columbia
(hereinafter
referred to as “Xx.
Xxxxxxxx”)
OF THE
SECOND PART
WHEREAS ViRexx carries on the
business of a biopharmaceutical company focused on developing and
commercializing immunal therapeutic products and products for the treatment of
selected solid tumors and fibroids (hereinafter called the “Business”), and is
developing particular products, specifically, OvaRex MAb, Occlusin 50 Injection
and Occlusin 500 AED (the ”ViRexx Products”)
AND WHEREAS ViRexx and Xx.
Xxxxxxxx (hereinafter sometimes referred
to as the “Parties” or singularly as a “Party”) acknowledge mutual benefit in
entering into this consulting agreement (hereinafter called the
“Agreement”);
NOW THEREFORE in consideration
of the mutual covenants and promises herein contained, the Parties hereto agree
as follows:
ARTICLE
1 - SCOPE OF CONTRACT
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1.1
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ViRexx
hereby contracts with Xx. Xxxxxxxx in the capacity of independent
consultant to ViRexx.
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1.2 Xx.
Xxxxxxxx hereby accepts such position.
1.3 Xx.
Xxxxxxxx’x title, in his capacity as consultant to ViRexx, shall be Vice
President Business Development (“VPBD”).
1.4 Xx.
Xxxxxxxx shall serve ViRexx and shall perform on behalf of ViRexx such
reasonable duties consistent with the position of VPBD as required and/or
authorized by ViRexx and without restricting the generality of the foregoing
shall include:
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(a)
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discharging
those duties and responsibilities set out in the Consultant Services &
Obligations attached as Schedule “A” hereto, which may be amended from
time to time by ViRexx, so long as those amended duties and
responsibilities are consistent with the duties of a VPBD and agreed to by
Xx Xxxxxxxx; and
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(b)
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using
his best efforts to promote the interests and goodwill of
ViRexx.
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1.5 Xx.
Xxxxxxxx shall report to the Chief Executive Officer of ViRexx
(“CEO”). Xx. Xxxxxxxx shall report fully on all matters arising from
his duties and responsibilities as VPBD and advise, to the best of his
ability, and in
accordance with reasonable business standards, on business matters that may
arise from time to time during the term of this Agreement.
1.6 During
the term of this Agreement, Xx. Xxxxxxxx shall not provide any services to any
other biopharmaceutical business that is developing products that compete
directly with ViRexx Products, or enter into any contracts requiring the use of
his associations with persons relating to the Business, his abilities or any
other matter relating to his knowledge and reputation, insofar as it relates to
any activity or undertaking which is in direct competition with the ViRexx
Products without the express prior written consent of ViRexx.
1.7 Xx.
Xxxxxxxx shall work from the head office of ViRexx in Edmonton and also when
appropriate from his home in Vancouver, British Columbia.
ARTICLE
2 - EFFECTIVE DATE AND TERM OF ASSOCIATION
2.1 This
Agreement shall be effective on the date both parties sign the Agreement and
duties of the Consultant shall commence on December 4, 2007 (the “Effective
Date”), and shall continue unless terminated in accordance with the provisions
of Article 8 hereof.
ARTICLE
3 - SERVICE
3.1 During
the term of his association with ViRexx, Xx. Xxxxxxxx shall devote such time and
effort as is necessary to carry out his duties herein and shall well and
faithfully serve ViRexx and shall not, without the consent in writing of ViRexx
engage in any activities which shall hinder or interfere with or conflict with
his duties hereunder.
ARTICLE
4 - POLICY, PRACTICE, AND PROCEDURE
4.1 Xx.
Xxxxxxxx shall comply with and carry out all reasonable directions given to him,
as VPBD, by the CEO and work closely and co-ordinate the performance of his
duties and responsibilities with the CEO. Xx. Xxxxxxxx will carry out
his duties and responsibilities to ViRexx faithfully and diligently and will
cause the business activities of ViRexx that are committed to his direction or
control to be conducted reasonably and in accordance with the policies and
procedures of ViRexx applicable from time to time, including those policies and
procedures set out by ViRexx’s Board of Directors.
ARTICLE
5 - COMPENSATION
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5.1
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The
compensation payable to Xx. Xxxxxxxx for his service hereunder shall be as
follows:
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(a)
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(b)
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$800.00
per day for every day exceeding 10 days of service in any month for which
he provides the services as VPBD as provided for hereunder, during the
term of this Agreement.
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For
greater clarification, the amount described in 5.1(a) is intended to pay for 10
full days of service by Xx. Xxxxxxxx pursuant hereto.
ARTICLE
6 - REIMBURSEMENT OF EXPENSES
6.1 Xx.
Xxxxxxxx shall be reimbursed for all reasonable expenses incurred by him in the
course of carrying out his duties as VPBD as approved by the CEO.
ARTICLE
7 - CONFIDENTIALITY OBLIGATIONS
7.1 Xx.
Xxxxxxxx shall not, either during the term of his association with ViRexx or
anytime thereafter, disclose or cause to be disclosed, to any person or entity
whatsoever, unless required by law, any secrets or Confidential Information (as
defined in the Confidentiality Agreement attached as Schedule “B” hereto),
concerning the business affairs or financial performance or position of ViRexx,
or any entity with which ViRexx is, or may hereafter, become
affiliated. The parties herein agree that concurrent with their
execution of this Agreement, they shall enter into and execute the
Confidentiality Agreement in the form attached as Schedule “B” hereto.
ARTICLE
8 - TERMINATION OF THIS AGREEMENT
8.1 Either party may terminate this
Agreement without cause on providing the other party with one (1) month’s
written notice.
ARTICLE
9- NON-COMPETITION AND NON-SOLICITATION
9.1 Xx.
Xxxxxxxx understands that he occupies a position of high fiduciary trust and
confidence within ViRexx and will acquire skills, experience and knowledge
relating to ViRexx, the Business and the customers, clients, suppliers,
sub-contractors, competitors and services of ViRexx. It is the
express intent and agreement of Xx. Xxxxxxxx that such knowledge and experience
shall be used in the furtherance, or for the benefit, of the operations of
ViRexx.
9.2 Xx.
Xxxxxxxx further agrees and acknowledges that he shall not, for a period of
twelve (12) months following the termination or expiry of this Agreement,
directly or indirectly, either as employer, consultant, agent, principal,
partner, co-venturer, shareholder, proprietor, investor, financier, employee,
director or in any other individual or representative capacity whatsoever,
solicit, induce, encourage or facilitate any employees, consultants, suppliers
or sub-contractors of ViRexx or any of their respective affiliates to leave the
employment of, or the consulting, supply or sub-contractor relationship with,
ViRexx or any of their respective affiliates.
9.3 Xx.
Xxxxxxxx acknowledges and agrees that the covenants contained in this Agreement
are reasonably required to protect the interests of ViRexx and their affiliates,
and do not materially impact, or affect, Xx. Xxxxxxxx’x ability to obtain an
alternate consulting position or employment. Xx. Xxxxxxxx hereby
irrevocably waives (and irrevocably agrees not to raise) as a defence any issue
of reasonableness in any proceeding to enforce Article 11 of this Agreement, the
intent of the parties hereto to provide for the legitimate and reasonable
protection of ViRexx by providing, without limitation, for the broadest scope,
the longest duration and the broadest territory allowable by law.
9.4 The
parties further agree that in the event that any portion of the covenant
contained in this Article, or its application to any circumstance, shall be held
to be invalid or unenforceable to any extent, the remainder of the covenant or
its application to any circumstances, other than that to which it has been held
to be invalid or unenforceable, shall not be affected thereby and shall be valid
and enforceable to the fullest extent permitted by law, it being the intent of
this provision that if any of the foregoing covenant is found to be unreasonable
to any extent by a Court of competent jurisdiction adjudicating upon the
validity of this covenant, whether as to the scope of the restriction, the area
of restriction or the duration of the restriction, then such restriction shall
be reduced to that which is in fact declared reasonable by such Court, or a
subsequent Court of competent jurisdiction requested to make such a
declaration.
ARTICLE
10 - RETURN OF MATERIALS
10.1 Xx.
Xxxxxxxx acknowledges that all items of any and every nature or kind created or
used by him pursuant to the relationship between ViRexx and Xx. Xxxxxxxx created
under this Agreement, or furnished by ViRexx to Xx. Xxxxxxxx, and all equipment,
credit cards, books, records, reports, files, manuals, literature, confidential
information or other materials shall remain and be considered the exclusive
property of ViRexx at all times and shall be surrendered to ViRexx, in good
condition, promptly on the cessation or termination of Xx. Xxxxxxxx’x
association with ViRexx irrespective of the time, manner or cause of the
termination
ARTICLE
11 - LEGAL ADVICE
11.1 Xx.
Xxxxxxxx hereby acknowledges, represents and warrants to ViRexx that he has had
the time to review, and has reviewed, this Agreement and that he has been
encouraged by ViRexx to seek independent legal advice prior to the execution and
delivery of this Agreement, and in the event that he did not avail himself of
that opportunity, he did so voluntarily, without any undue pressure, and agrees
that his failure to obtain independent legal advice shall not be used by him as
a defense to the enforcement of his obligations under this
Agreement.
ARTICLE
12 -NOTICES
12.1 Any
notice required to be given hereunder by any party shall be deemed to have been
well and sufficiently given if:
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(a)
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personally
delivered to the party to whom it is intended, or if such party is a
corporation, to an officer of that corporation;
or
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(b)
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mailed
by pre-paid registered mail, transmitted by facsimile, or delivered, to
the address or facsimile number of the party to whom it is intended as
follows:
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if to
ViRexx, then:
0000
Xxxxx Xxxx
Xxxxxxxx,
Xxxxxxx X0X 0X0
Attention: President
if to Xx.
Xxxxxxxx, then:
Xxxxxx X.
Xxxxxxxx, PhD
0000
Xxxxxxx Xxx
Xxxxx
Xxxxxxxxx, XX X0X 0X0
ARTICLE
13 -ASSIGNMENT
13.1 This
Agreement and the rights and obligations of Xx. Xxxxxxxx hereunder shall not be
assignable by Xx. Xxxxxxxx to any other person, firm, or corporation without the
express written consent of ViRexx first had and obtained, which consent may be
unreasonably and arbitrarily withheld. This Agreement may, at the
discretion of ViRexx be fully assigned to any purchaser of the Business, and Xx.
Xxxxxxxx acknowledges and agrees that any such assignment does not operate as a
fundamental amendment to this Agreement.
ARTICLE
14 – GOVERNING LAW AND SUBMISSION TO JURISDICTION
14.1 This
Agreement shall be governed by and construed in accordance with the laws of the
Province of Alberta, and the parties hereby submit to the jurisdiction of the
Courts in the Province of Alberta.
ARTICLE
15 – UNENFORCEABLE TERMS
15.1 If
any term, covenant or condition of this Agreement or the application thereof to
any Party or circumstance shall be invalid or unenforceable to any extent, the
remainder of this Agreement or application of such term, covenant or condition,
to a Party or circumstance, other than those to which it is held invalid or
unenforceable, shall not be affected thereby and each remaining term, covenant
or condition of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.
ARTICLE
16 – ENTIRE AGREEMENT
16.1 This
Agreement and the Consultant Confidentiality Agreement annexed hereto as
Schedule “B”, constitute the entire agreement between the Parties hereto
relating to the subject matter hereof and supercede all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether verbal or written, of the Parties, and there are no warranties,
representations or other agreements between the Parties in connection with the
subject matter hereof except as specifically set forth herein.
ARTICLE
17 – NO WAIVER
17.1 No
consent or waiver, express or implied, by either Party to or of any breach of
default by the other Party in the performance by the other Party of his or its
obligations hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default in the performance of the obligations
hereunder by such Party hereunder. Failure on the part of either
Party to complain of any act or failure to act of the other Party, or to declare
the other Party in default, regardless of how long such failure continues, shall
not constitute a waiver by such Party of his or its rights
hereunder.
ARTICLE
18 – HEADINGS
18.1 The
headings in this Agreement have been inserted for reference and as a matter of
convenience only, and in no way define, limit or enlarge the scope or meaning of
this Agreement or any provision herein.
ARTICLE
19 – SINGULAR, PLURAL AND GENDER
19.1 Whenever
the singular, plural, masculine or feminine is used throughout this Agreement,
the same shall be construed as meaning the plural, singular, masculine,
feminine, neuter, body politic or body corporate, where the fact or context so
requires.
ARTICLE
20 – ENUREMENT
20.1 This
Agreement shall enure to the benefit of and be binding on the Parties hereto and
their respective heirs, executors, administrators and other legal
representatives, successors and permitted assigns.
ARTICLE
21 – MODIFICATION OF AGREEMENT
21.1 Any
modification to this Agreement must be in writing and signed by the Parties
herein or it shall have no effect and shall be void.
IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement, effective as of the day and year
first above written.
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Per:
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/s/Xxxxxxx
Xxxxxxx
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SIGNED,
SEALED AND DELIVERED in the presence of:
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)
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)
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)
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/s/X.
Xxxxxxx
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)
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/s/Xxxxxx
X. Xxxxxxxx
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WITNESS
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)
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XX.
XXXXXX X. XXXXXXXX
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SCHEDULE
“A”
CONSULTANT SERVICES &
OBLIGATIONS
DRAFT JOB
SPECIFICATIONS FOR VIREXX
Position: Vice
President Business Development (“VPBD”)
Reports
to: Chief
Executive Officer (“CEO”)
Responsibilities:
As a
member of the Executive team of ViRexx, the VPBD will:
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(a)
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as
directed by the CEO carry out all business development, planning and
analysis required by ViRexx;
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(b)
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carry
out and be responsible for business development matters of ViRexx
including reporting to the CEO;
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(c)
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assist
in development and implementation of communication and public relations
strategies;
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(d)
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provide
advice on identification, development and implementation of new products,
new business development strategies and
opportunities;
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(e)
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supervision
and direction of designated employees as directed by the CEO in hiring,
supervising, and training of such staff and administration of such
personnel, including the development of personnel policies and procedures
and salary administration as directed by the
CEO;
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(f)
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provide
advice and input to the CEO and Board of Directors as required and help to
ensure that ViRexx's policies, procedures and programs related to its
business are compatible with all aspects of effective operations
concerning business development
matters;
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(g)
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such
other functions as may be necessarily related to the foregoing and such
additional duties and functions as ViRexx and the CEO shall, from time to
time, agree upon; and
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(h)
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under
direction of the CEO delegate or assign duties as appropriate to staff and
external experts/consultants as required provided that ViRexx shall
maintain management responsibility over those to whom duties have been
delegated and/or assigned.
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SCHEDULE
“B”
THIS
AGREEMENT made effective as of the __ day of November, 2007.
BETWEEN:
a
corporation with registered office in the
City of
Edmonton, in the Province of Alberta
(hereinafter referred to as "ViRexx")
OF THE FIRST PART
- and
-
XX.
XXXXXX X. XXXXXXXX
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
CONFIDENTIALITY
AGREEMENT
(hereinafter
referred to as the "Agreement")
WHEREAS
the Consultant has entered into a Consulting Agreement (“Consulting Agreement”)
dated concurrently herewith by ViRexx in a position of confidence and trust and
under conditions where he has or may have access to technical, confidential and
secret information regarding existing or contemplated business of
ViRexx;
AND
WHEREAS the Consultant recognizes that as a part of his duties, certain ideas
and suggestions of interest to ViRexx, conceived or made by the Consultant while
he is retained by ViRexx shall be immediately made available to and become the
property of ViRexx without any further consideration;
AND
WHEREAS ViRexx desires to receive from the Consultant specific covenants
relating to the non-disclosure of confidential information and ownership of
Intellectual Property, and the consulting contract with the Consultant is
conditional on ViRexx receiving these covenants.
IN
CONSIDERATION of the premises set forth and the remuneration paid by ViRexx to
the Consultant, the parties agree as follows:
1. Definition of Confidential
Information and Intellectual Property
1.1 For
purposes of this Agreement, the term "Confidential Information", shall mean all
information, whether or not reduced to writing and whether or not patentable or
protected by copyright, which the Consultant receives, received access to,
conceived or developed, in whole or in part, directly or indirectly, in
connection with the Consultant's relationship with ViRexx, and includes, but is
not limited to:
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(i)
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information
concerning bioinformatics, medinformatics and cheminformatics software,
databases and services, including but not limited to, source codes, object
codes, flowcharts and programs and other materials whatsoever (tangible or
intangible and machine readable or human
readable);
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(ii)
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information
concerning products and services provided to the global community to
bridge the gap between biology in vitro (in the test
tube) and biology in
silico (in the computer);
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(iii)
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information
concerning the handling and analysis of DNA and protein xxxxxxxx
xxxx;
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(iv)
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information
concerning drug development and development processes, including but not
limited to, designing optimal drug molecules for treating
diseases;
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(v)
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information
concerning pre-clinical, analytical and formulation
services;
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(vi)
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technology
developed for high throughput screening of new chemical entities or drug
levels;
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(vii)
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discoveries
relating to, and developments of, patented in-house
formulations;
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(viii)
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information
concerning research, development and commercialization of vaccines and
antibodies for preventative or therapeutic use including, without
restriction, those based upon peptide-synthetic carrier protection vaccine
formulations for infectious
disease;
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(ix)
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formulations,
including but not limited to, the development of new formulations for
existing drugs, assessments of current formulations and the development of
strategies for formulations of new drug chemical entities
(NCE);
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(x)
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information,
drugs, delivery systems, devices or models under a patent, or potential or
pending patent, whether or not such a patent is in fact obtained or
expires;
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(xi)
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test
results, clinical studies, clinical trial results, and all research
whatsoever;
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(xii)
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products
and devices developed, patents, discoveries, concepts, compilations and
ideas of any nature whatsoever including, without limitation, the nature
and results of research and development activities, the software,
molecular and analytical tools to facilitate research in the fields of
biology, medicine and pharmaceutical science, and processes, formulas,
inventions, technology, techniques, computer programs and models, designs,
drawings, and specifications;
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(xiii)
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production
processes, marketing techniques and arrangements, marketing materials,
promotions, demos and publications, mailing lists, purchasing information,
pricing policies, quoting procedures, financial information, customer and
prospect names and requirements, Consultant, customer, supplier and
distributor data and other materials or information relating to ViRexx's
business and activities and the manner in which ViRexx does business,
including but not limited to the names of drug firms, biotechnology firms,
contact research organizations (CRO), generic drug manufacturers,
pharmaceutical companies, pre-clinical clients, principal investigators
and alliances with whom ViRexx has or may have a business relationship
with,
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(xiv)
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any
other materials or information related to, or that is or may be used in,
the business, trade or activities of ViRexx
which:
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(a)
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are
not generally known to others engaged in similar business or
activities;
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(b)
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has
an economic value from not being generally known;
and
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(c)
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is
the subject of efforts that are reasonable in the circumstances to
maintain its secrecy; and
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(xiiv)
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any
financial information or information relating to the day to day business
of ViRexx
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1.2 Failure
to xxxx any of the Confidential Information as confidential, proprietary or
protected shall not affect its status as part of the Confidential Information
under the terms of this Agreement.
1.3 For
purposes of this Agreement, the term "Confidential Information" shall not
include information which:
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(i)
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has
been in the possession of the Consultant prior to the date of the
commencement of the Consultant's employment with ViRexx including, without
limitation, information pertaining to the matters set out in Section 1.1,
if any;
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(ii)
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has
been publicly available prior to coming into the possession of ViRexx;
and
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(iii)
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becomes
publicly available without a breach by the Consultant of: i)
this Agreement; ii) any other agreement between the Consultant and ViRexx;
or iii) any lawful duty owed by the Consultant to
ViRexx.
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The
information described in paragraph 1.3(i) above is hereinafter called the
"Consultant Information".
1.4 For
purposes of this Agreement, the term “Intellectual Property”, shall mean all
copyrights, registered and unregistered trademarks, trade names, logos,
licenses, patent and patent applications, trade secrets, computer software,
know-how and all other intellectual property owned by, licensed to or used by
ViRexx.
2. Treatment of
Information
2.1 The
Consultant acknowledges that in his position, or in any other position the
Consultant may hold, in and as a result of the Consultant's relationship with
ViRexx, the Consultant shall, or may be making use of, acquiring or adding to
Confidential Information about certain matters and things which are confidential
to ViRexx and which information is the exclusive property of
ViRexx.
2.2 As
a material inducement for ViRexx to retain the services of the Consultant, the
Consultant agrees that during his term as an Consultant with ViRexx, and for a
term of five (5) years following the date of expiry or termination of the
Consulting Agreement or expiry or termination of any extension or renewal
thereof, the Consultant shall not, except with the prior written consent of
ViRexx, which consent may be arbitrarily withheld, or except if the Consultant
is acting in the course of his duties on behalf and for the benefit of ViRexx in
connection with ViRexx's business practices and policies, directly or
indirectly, disclose, divulge, reveal, report, publish, transfer or use for any
purpose, or cause to be disclosed, divulged, revealed, reported, published,
transferred or used for any purpose, the Confidential Information which has been
obtained, created, learned or disclosed by, or to, the Consultant.
2.3 Disclosure
of any Confidential Information of ViRexx by the Consultant shall not be
prohibited if the disclosure is directly pursuant to a valid and existing order
of a governing court or other governmental body or agency within Canada;
provided, however that:
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(i)
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the
Consultant shall first provide immediate written notice to ViRexx of any
possible or prospective order, or proceeding pursuant to which any order
may result; and
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(ii)
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ViRexx
shall have been afforded a reasonable opportunity to prevent or limit any
disclosure.
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3. Ownership of ViRexx Intellectual
Property and Confidential Information
3.1 The
Consultant agrees that all right, title and interest in any Confidential
Information and any Intellectual Property pertaining to the business of ViRexx
shall be and shall remain the exclusive property of ViRexx.
3.2 The
Consultant agrees immediately to disclose in writing to ViRexx all Confidential
Information and any Intellectual Property pertaining to the business of ViRexx
developed in whole or in part by the Consultant during the term of the
Consultant's relationship with ViRexx and does hereby assign to ViRexx, any
right, title or interest the Consultant may have in the Confidential Information
or the Intellectual Property. The Consultant agrees to execute any
instruments and to do all other things reasonably requested by ViRexx, in order
to vest more fully in ViRexx, all ownership rights in those items transferred by
the Consultant to ViRexx.
3.3 All
notes, data, tapes, reference items, sketches, drawings, memoranda, computer
information, memory, and all disks, records, inventions, technology and all
intellectual property and other materials in any way relating to any of the
Confidential Information or to the business of ViRexx shall belong exclusively
to ViRexx and the Consultant does hereby transfer any interest he may have in it
and agrees to turn it over to ViRexx including but not limited to all originals
and all copies of the materials in, or that at any time whatsoever were in, the
Consultant's possession, power or control, at the request of ViRexx, or in the
absence of a request, on the termination of the Consultant's relationship with
ViRexx, howsoever the Consultant's termination occurs, including but not limited
to, the Consultant's retirement or death.
4. Injunctive Relief
4.1 The
Consultant understands and agrees that ViRexx shall suffer irreparable harm in
the event that the Consultant breaches any of the Consultant's obligations under
this Agreement and that monetary damages shall be inadequate to compensate
ViRexx for the breach. Accordingly the Consultant agrees that, in the
event of a breach or threatened or potential breach by the Consultant of any of
the provisions of this Agreement, ViRexx, in addition to and not in limitation
of any other rights, remedies or damages available to ViRexx at law or in
equity, shall be entitled to an interim injunction, interlocutory injunction,
and permanent injunction, in order to prevent or to restrain any such breach by
the Consultant, or by any or all of the Consultant's partners, co-venturers,
ViRexx's servants, agents, representatives and any and all persons directly or
indirectly acting for, on behalf of, or with the Consultant.
5. Accounting for Profits and
Indemnification
5.1 The
Consultant agrees that if the Consultant shall violate any of the Consultant's
covenants under this Agreement, ViRexx shall be entitled to an accounting and
repayment of all profits, compensation, royalties, commissions, remunerations or
benefits which the Consultant directly or indirectly shall have realized or may
realize relating to, growing out of, or in connection with any violations of
this Agreement. This remedy shall be in addition to and not in
limitation of any injunctive relief at law or in equity or otherwise under this
Agreement.
5.2 The
Consultant agrees to defend, hold harmless and indemnify ViRexx against and in
respect of:
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(i)
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any
and all losses and damages resulting from, relating or incident to, or
arising out of any misrepresentation or breach by the Consultant of any
warranty or covenant made or contained in this
Agreement;
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(ii)
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any
and all actions, suits, proceedings, claims demands, judgments, costs, and
expenses (including all legal fees, on a solicitor and his own client
basis), incident to the foregoing.
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6. Severability
6.1 In
the event that any provision or part of any provision of this Agreement shall be
deemed to be void or invalid by a court of competent jurisdiction, the remaining
provisions or parts shall be and remain in full force and effect. The
Consultant agrees that the breach or alleged breach by ViRexx of:
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(i)
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any
covenant contained in another agreement (if any) between ViRexx and the
Consultant or;
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(ii)
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any
obligation owed to the Consultant by
ViRexx;
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shall not
affect the validity or enforceability of the covenants and agreements of the
Consultant set forth in this Agreement.
7. No Prior
Agreements
7.1 The
Consultant represents to the best of the Consultant's knowledge that the
Consultant's performance of all the terms of this Agreement do not and shall not
breach any fiduciary or other duty or any covenant, agreement or understanding
(including any agreement relating to any proprietary information, knowledge or
data acquired by the Consultant in confidence, trust or otherwise prior to the
Consultant's employment by ViRexx) to which the Consultant is a party or by the
terms of which the Consultant may be bound. The Consultant covenants and agrees
that the Consultant shall not disclose to ViRexx, or induce ViRexx to use any
proprietary information, knowledge or data belonging to any previous employer or
others. The Consultant further covenants and agrees not to enter into
any agreement or understanding, either written or oral, in conflict with the
provisions of this Agreement.
8. Consultant's
Status
8.1 Nothing
in this Agreement shall be construed as constituting a commitment, guarantee,
agreement or understanding of any kind or nature that ViRexx shall continue to
employ the Consultant. No change of the Consultant's duties as an
Consultant of ViRexx shall result in, or be deemed to be, a modification of the
terms of this Agreement.
9. Successors
9.1 This
Agreement shall be binding on and shall enure to the benefit of ViRexx and the
Consultant, and their respective heirs, personal and legal representatives,
successors and assigns. As used in this Agreement, the term "ViRexx"
shall also include any corporation or entity which is a parent, subsidiary, or
affiliate of ViRexx. The Consultant consents to the enforcement of
any and all provisions of this Agreement by or for the benefit of ViRexx as to
any other corporation or entity regarding any of the Confidential
Information.
10. Governing Law
10.1 This
Agreement shall at all times and in all respects be governed by the laws of the
Province of Alberta and all parties hereto shall irrevocably attorn to the
courts of competent jurisdiction of the Province of Alberta.
11. Notices
11.1 Any
notice required or permitted to be given to the Consultant shall be sufficiently
given if delivered to the Consultant personally or if mailed by registered mail
to the Consultant's address last known to ViRexx.
11.2 Any
notice required or permitted to be given to ViRexx shall be sufficiently given
if delivered personally or faxed or if mailed by registered mail
to:
0000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxx
X0X
0X0 Fax:
(000) 000-0000
or at
such other address as the Employer may advise the Consultant in
writing.
11.3 Any
notice given by mail shall be deemed to have been given forty eight (48) hours
after the time it is posted. Any notice given by personal delivery or
fax shall be deemed to have been given on the day of personal delivery or
faxing.
11.4 Either
one of the parties may advise the other, in the manner aforesaid, of any change
of address for the giving of notices.
12. Entire Agreement
12.1
It is acknowledged that the parties are parties to an consulting agreement and
that this Agreement and the consulting agreement along with any future agreement
respecting options or warrants contain the entire agreements and understandings
by and between ViRexx and the Consultant with respect to the subject matter, and
no representations, promises, agreements or understandings, written or oral,
express or implied shall be valid or binding unless the same is in writing and
signed by the party intended to be bound. No waiver of any provision
of this Agreement shall be valid unless it is in writing and signed by the party
against whom the waiver is sought to be enforced; moreover, no valid waiver of
any provision of this Agreement shall be deemed a waiver of any other provision
of this Agreement at the time or shall be deemed a valid waiver of the provision
at any other time.
13. Assignment
13.1 This
Agreement is assignable by ViRexx without the prior consent of the
Consultant.
13.2 As
this Agreement is personal in nature with respect to the Consultant, it is not
assignable by the Consultant under any circumstance.
14. Gender
14.1 Whenever
the singular is used, it shall be deemed to extend to and include the
plural. Where one gender is used, it shall include all
genders.
15. Headings
15.1 The
headings and other captions in this Agreement are for convenience and reference
only and are not to be construed in any way as additions or limitations of the
covenants and agreements contained in this Agreement.
16. Effective Date
16.1 This
Agreement is effective as of the date and year first above mentioned and
indicated herein.
IN
WITNESS WHEREOF, ViRexx and the Consultant have duly executed this Agreement,
where applicable by their respective corporate officers hereunto duly
authorized.
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Per:
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/s/
Xxxxxxx Xxxxxxx
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SIGNED,
SEALED AND DELIVERED
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)
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in
the presence of:
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)
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)
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/s/
Xxxxxx Xxxxxxxx
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)
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XX.
XXXXXX X. XXXXXXXX
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/s/
X. Xxxxxxx
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)
)
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WITNESS
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)
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