Exhbit 10.29
SCIENTIFIC ADVISORY AND CONSULTING AGREEMENT
THIS AGREEMENT, effective as of September 1, 1993, is by and between
Xxxxxxx X. Xxxxx, Ph.D., (hereinafter referred to as "CONSULTANT"), and
INGENEX, Incorporated, a Delaware corporation having offices at 000 Xxxxxx
Xxxxx Xxxx., Xxxxx Xxx Xxxxxxxxx, XX 00000 ("INGENEX").
W I T N E S S E T H
WHEREAS, CONSULTANT is an expert in technical matters of particular
importance to the advancement if INGENEX's technology; and
WHEREAS, INGENEX desires that it be able to utilize CONSULTANT'S
expertise in its development and manufacturing 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 a period of one (1) year from
the effective date. During this initial one year period, this Agreement may be
terminated by Consultant or Ingenex upon sixty (60) days notice. The term of
this Agreement shall automatically be extended for two (2) consecutive periods
of one year each, unless either party shall give written notice of
non-renewal, to the other, at least thirty (30) days prior to the expiration
of the initial, or then current renewal, term.
ARTICLE II - SCIENTIFIC ADVISOR
CONSULTANT agrees to serve under the term of this Agreement as a
Scientific Advisor to INGENEX.
ARTICLE III - ADVISORY FUNCTION
CONSULTANT, as a Scientific Advisor to INGENEX, agrees to meet at
least monthly to advise INGENEX of advances in his field of expertise, and to
consult with INGENEX, assessing the feasibility of development and
manufacturing programs under consideration by INGENEX and offering guidance
for current and future development and manufacturing of INGENEX's products. In
addition to these monthly meetings, CONSULTANT further agrees to meet
individually and in groups as called upon from time to time to review and
advise INGENEX on its research, development and commercialization of its
technology, and to consult at reasonable times
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and upon reasonable prior notice with INGENEX and INGENEX's management,
agents, employees and other Scientific Advisors on projects. CONSULTANT, as a
Scientific Advisor to INGENEX, is expected to make innovative and valuable
contributions to INGENEX. In order to protect INGENEX's patent rights, any
actual research done by CONSULTANT under this Agreement shall be done at
INGENEX's place of business or at some other location approved in advance by
INGENEX and no such research shall be done by CONSULTANT at his employer's
place of business.
ARTICLE IV - COMPENSATION
In consideration of CONSULTANT'S performance of the Consulting
Services, during the Term the Company shall pay CONSULTANT a consulting fee at
the rate of forty thousand dollars ($40,000) per year for an initial one year
term, to begin on the effective date of this Agreement, and be payable in
equal monthly installments on the last day of each month. Compensation for
CONSULTANT'S services shall be reviewed by the Board of Directors at the end
of each one (1) year period. In no event shall CONSULTANT'S compensation be
reduced below its current level.
ARTICLE V - EXPENSES
INGENEX will promptly reimburse CONSULTANT for all reasonable and
necessary expenses incurred by him in connection with his consulting
hereunder, as approved by INGENEX.
ARTICLE VI - CONFIDENTIALITY AGREEMENT
CONSULTANT recognizes and acknowledges that the technology possessed
and under development by INGENEX 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 his consulting
duties with INGENEX under this Agreement) all "Confidential Information" of
INGENEX. "Confidential Information" shall not include, however, information in
the public domain; information disclosed to CONSULTANT by a third party
entitled to disclose it; or, information already known to the CONSULTANT prior
to receipt from INGENEX.
ARTICLE VII - REPRESENTATION OF CONSULTANT
CONSULTANT hereby represents that his current principle place of
employment has received full disclosure as to the CONSULTANT'S acting as a
Scientific Advisor to INGENEX and of the duties required of the CONSULTANT
under this Agreement, and that such employer consents fully to CONSULTANT'S
execution of this Agreement and position of Scientific Advisor for INGENEX.
CONSULTANT further represents that there are no binding agreements to which he
is a party or by which he is bound, forbidding or restricting his activities
herein. In addition, the CONSULTANT consents to being named as a Scientific
Advisor in various reports, brochures or other documents produced by or on
behalf of INGENEX, including any and all documents filed with
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the Securities and Exchange Commission.
ARTICLE VIII - OWNERSHIP OF INVENTIONS
In consideration for the compensation paid to CONSULTANT by INGENEX
in Article IV, CONSULTANT hereby:
a. assigns to INGENEX all his right, title and interest in all
inventions which arise from his consulting activities for INGENEX hereunder,
and agrees to cooperate fully in the prosecution of any patent application
resulting from any such invention, at the expense of INGENEX, which
cooperation shall include executing any necessary documents in connection
therewith; and
b. agrees, during the term of this Agreement, not to consult on the
development of retroviral vectors and/or other vectors for gene therapy, and
production systems related thereto for any other commercial, for-profit
entity; or, for any other commercial, for-profit entity whose primary business
is the development of retroviral vectors and/or other vectors for gene
therapy, and production systems related thereto; provided, however, that
nothing in this section shall prevent CONSULTANT from consulting on the
development of retroviral vectors and other vectors, and productions systems
related thereto, for any non-profit, non-commercial entity.
ARTICLE IX - SURVIVAL
The provisions of this Agreement relating to confidentiality,
assignment of inventions, and cooperation during patent prosecution shall
survive any termination or expiration hereof.
ARTICLE X - MISCELLANEOUS
CONSULTANT shall keep confidential from INGENEX all confidential,
technical, scientific, and other confidential information concerning the
business and research plans of CONSULTANT'S employer, M.D. Xxxxxxxx Cancer
Center.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
by proper persons thereunto duly authorized.
XXXXXXX X. XXXXX, PH.D.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Ph.D.
Date:9/15/93
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INGENEX, INCORPORATED
By:/s/ Xxxxx X. Xxxxxx
----------------------------
Title:President and CEO
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Date:8/26/93
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