EXHIBIT 10.20
AGREEMENT
This Agreement dated as of the 30 day of December, 1999, between
COLUMBIA LABORATORIES INC., a corporation organized
And existing under and by virtue of the laws of the State of
Delaware, having an office at 0000 XX 000xx Xxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000, XXX (hereinafter referred to as the "Company")
and
XXXXXXXXX XX XXXXXXX, with offices at Hopital deNyon, Xxxx
0000, Xxxxxxxxxxx (hereinafter referred to as "xx Xxxxxxx")
W I T N E S S E T H:
WHEREAS, the Company is and will be engaged in the development,
testing, registration, manufacture, licensing and sale of pharmaceutical
products; and
WHEREAS, xx Xxxxxxx is a physician with Board certification in
obstetrics, gynecology and reproductive endocrinology and, by reason of this and
his other knowledge, skill and ability, is uniquely qualified to aid the Company
in the development, testing, registration, manufacture, licensing and sale of
pharmaceutical products; and
WHEREAS, the Company is desirous of establishing a business
relationship with xx Xxxxxxx to provide assistance to the Company in the
development, testing, registration, manufacture, licensing and sale of
pharmaceutical products and xx Xxxxxxx is desirous of assisting the Company in
the development, testing, registration, manufacture, licensing and sale of
pharmaceutical products; and
WHEREAS, the Company and xx Xxxxxxx desire to enter into this Agreement
so the rights, duties, benefits and obligations of each will be fully set forth
herein; and
NOW, THEREFORE, in consideration of the mutual promises
contained by each party to the other, and for other good and valuable
consideration, the Company and xx Xxxxxxx agree as follows:
1. NATURE OF ENGAGEMENT
The Company and xx Xxxxxxx agree to establish the following
professional and business relationship:
x. xx Xxxxxxx shall be employed by the Company to provide
services at its Paris, France offices; and
x. xx Xxxxxxx shall be employed by the Company to perform
medical research at his Nyon, Switzerland medical practice; and
x. xx Xxxxxxx'x workweek shall be divided between Paris,
France and Nyon, Switzerland as follows: twenty (20%) percent France and eighty
(80%) percent Switzerland.
2. TERM
a. The term of this Agreement shall be for a period of one (1)
year from the date hereof ("Initial Period"), unless sooner terminated in
accordance with the terms and conditions set forth herein.
b. At the end of the Initial Period, upon the mutual agreement
of xx Xxxxxxx and the Company, the term of this Agreement may be extended for an
additional period of years ("Renewal Period(s)"), either upon the terms and
conditions set forth herein, or upon any other terms and conditions as may be
mutually agreed in writing between xx Xxxxxxx and the Company. The foregoing
provisions of this Subparagraph 2(b) notwithstanding, this Agreement shall
terminate at the end of the Initial Period or Renewal Period(s), as the case may
be, as provided for in this Paragraph 2, and there shall not be any automatic
renewal or other similar extension of the term of employment.
3. DISABILITY
If, during the effective term of this Agreement, xx Xxxxxxx
shall become unable to perform his duties as provided for herein by reason of
illness or injury, for a consecutive period of ninety (90) days ("Disability
Period"), the Company may, on thirty (30) days' written notice to xx Xxxxxxx,
immediately terminate this Agreement, with no further obligation to xx Xxxxxxx.
4. TERMINATION
a. Company Termination for Cause
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This Agreement may be immediately terminated by the
Company for cause at any time, upon written notice to xx Xxxxxxx, after which
all obligations of the Company to xx Xxxxxxx shall thereupon cease. For purposes
of this Agreement, the term "Cause" when used in reference to the termination of
this Agreement, shall mean only any or all of the following:
i. Failure on the part of xx Xxxxxxx to follow
material instructions or policy of the Board of Directors given or adopted in
good faith, or carry out an agreed policy or course of action as determined by
the Board of Directors or a committee of the Board of Directors, any or all of
which may be to the detriment of the Company, provided the Company shall serve
written notice to xx Xxxxxxx of his breach of this Subparagraph 4(a)(i) setting
forth particularly xx Xxxxxxx'x conduct creating the breach, and that xx Xxxxxxx
shall cure such breach within thirty (30) days of such written notice and the
failure to do so will then permit the Company to implement the provisions of
this Paragraph 4; or
ii. Willful misconduct or gross negligence of xx
Xxxxxxx in connection with the performance of his duties and services; or
iii. The termination of this Agreement shall
automatically result in the cancellation of the Company's business relationship
with xx Xxxxxxx and his medical practice.
b. Termination by xx Xxxxxxx
xx Xxxxxxx may terminate this Agreement without
penalty of any kind upon ninety (90) days prior written notice to the Company.
5. DUTIES
x. xx Xxxxxxx shall perform the following duties in connection
with his engagement, all of which shall be subject to the paramount direction of
the Board of Directors:
i. To serve as a Member of the Board of Directors of
the Company;
i. To serve as Director of Research and
Development;
ii. To assist the Company in its business affairs and
scientific dealings relating to the development, testing, registration,
manufacture, licensing and sale
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of pharmaceutical products, as well as in the Company's dealings with other
companies; and
iii. To undertake and conduct research for the Company within his
private medical practice in Nyon, Switzerland, as may be given to him from time
to time by the Board of Directors.
x. xx Xxxxxxx shall devote his best efforts and skills to the
affairs of the Company, and to the performance of the duties set forth in
Subparagraph 5(a). xx Xxxxxxx shall not participate in any outside business
activity that will either interfere with or be a conflict of interest with the
performance of his duties pursuant to this Agreement. Notwithstanding the
foregoing, xx Xxxxxxx will be permitted to maintain a private practice in Nyon,
Switzerland.
6. COMPENSATION
x. xx Xxxxxxx shall receive for the performance of his duties
and services on behalf of the Company, as provided for herein, annual
compensation of approximately Two Hundred Ten Thousand (US$210,000.00) United
States Dollars, which shall be paid by the Company to xx Xxxxxxx in monthly
installments.
b. The aforesaid compensation shall be allocated twenty (20%)
percent to xx Xxxxxxx'x employment in France and eighty (80%) percent to his
employment contract services in Nyon, Switzerland. The compensation paid to xx
Xxxxxxx in Switzerland shall include a lodging allowance of approximately
Thirty-Six Thousand (US$36,000.00) United States Dollars. Payment for the Nyon,
Switzerland services shall be made to his medical practice.
x. xx Xxxxxxx may receive a bonus if it is determined to be
warranted by the Board of Directors in their sole discretion.
7. FRINGE BENEFITS
In addition to the compensation set forth in Paragraph 6
above, xx Xxxxxxx shall be entitled to receive the following benefits virtue of
his employment by the Company in France;
a. Any benefits under group hospitalization, health, dental
care or sick leave plan, life or other insurance or death benefit plan, travel
or accident insurance, or contingent compensation plan, or any other present or
future plan, including any
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qualified retirement plan, for which any executive of the Company is or shall
become eligible; and
b. A vacation of up to four (4) weeks in each year, at such
time or times as shall be approved by the Company, and which approval shall not
be unreasonably refused. Full compensation shall be paid to xx Xxxxxxx and his
medical practice during any such vacation period; and
x. xx Xxxxxxx may incur and shall be reimbursed for reasonable
expenses which are related to the Company's business, including expenses for
entertainment, travel and similar items ("Approved Reimbursable Expenses"). All
such reimbursement of Approved Reimbursable Expenses shall be made within sixty
(60) days of receipt by the Company from xx Xxxxxxx of an itemized account and
proper substantiation of such Approved Reimbursable Expenses. In order to
facilitate the payment of Approved Reimbursable Expenses, the Company may
furnish xx Xxxxxxx with Company acquired credit cards; and
x. xx Xxxxxxx shall be given an office with secretarial help
and any and all reasonable facilities and services as to be suitable with his
position as Director of Research and Development so as to assist him in the
performance of his duties and activities; and
e. The Company shall provide de Ziegler with an apartment in
Paris, France, which shall have a maximum rent per month of Eighteen Thousand
(18,000) French francs. Notwithstanding the foregoing, de Ziegler may lease any
apartment in Paris, France and the Company will pay monthly rental stipend to de
Ziegler of no more than Eighteen Thousand (18,000) French francs.
f. If xx Xxxxxxx'x employment shall be terminated by the
Company whatsoever the reason or cause, in addition to any benefits required to
be paid by French law, xx Xxxxxxx'x medical practice shall continue to receive
monthly payments due it for a period of twelve (12) months.
8. DISCLOSURE OR INFORMATION
Xx Xxxxxxx recognizes and acknowledges that during the course
of his professional relationship with the Company he will have access to certain
confidential information and that such information constitutes valuable, special
and unique property
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of the Company. During the term of this Agreement and following termination
thereof, xx Xxxxxxx will not disclose such information, including any trade
secrets or confidential information of the Company obtained during the course of
his relationship with the Company, except any information as may have become
part of the public domain through no fault of xx Xxxxxxx.
Xx Xxxxxxx and the Company acknowledge it would be very
difficult or impossible to measure the damages resulting from a breach of this
Paragraph 8, and that any such breach would cause immediate and irreparable
harm. Therefore, in consequent of the foregoing, xx Xxxxxxx hereby agrees that
any breach or threatened breach by him of any provision of this Paragraph 8
shall entitle the Company, in addition to any other legal remedies available to
it, to obtain from any court of competent jurisdiction a temporary and permanent
injunction in order to enjoin such breach or threatened breach without the
necessity on the part of the Company, in any application for such injunctive
relief, to show immediate and irreparable harm, which would be a requirement of
such an application absent this covenant waiving those requirements. xx Xxxxxxx
also covenants the service of any papers to commence any legal proceedings
including proceedings to obtain injunctive relief, may be done by utilizing
Federal Express in lieu of any other form of personal delivery of the process of
orders of the Court and upon doing so the service and notice provisions for the
commencement of legal proceedings shall be satisfied.
9. DEATH DURING EMPLOYMENT
If xx Xxxxxxx dies during the term of this Agreement, the
Company shall pay compensation which would otherwise be payable to xx Xxxxxxx
and to his medical practice for a period of six (6) months from the date of his
death under this Agreement. Said sum shall be paid to the surviving spouse of xx
Xxxxxxx, or if there is no surviving spouse, then to his surviving children in
equal shares, or if there are none, then to his estate.
10. NOTICES
Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and actually delivered, or if sent
either by Federal Express, or
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postage prepaid, by certified mail, return receipt requested, with a copy by
ordinary mail to the addresses below:
As to the Company: 0000 XX 000xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000, XXX
As to xx Xxxxxxx: Hopital deNyon
Xxxx 0000, Xxxxxxxxxxx
Or such other address as either party shall designate by written notice to the
other.
11. ASSIGNMENT
The rights and obligations of the Company under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of the Company. xx Xxxxxxx acknowledges the services to be rendered by
him are unique and personal and, accordingly, he may not assign any of his
rights, duties, obligations or benefits under this Agreement.
12. ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding
of the Company and xx Xxxxxxx with respect to the subject matter hereof, and
shall incorporate, merge and supercede all prior agreements and understandings
had between the Company and xx Xxxxxxx, either oral or written, if any. No
modification, change or amendment to this Agreement shall be binding upon the
Company or xx Xxxxxxx unless the same is in writing, and signed by both parties.
13. MISCELLANEOUS
a. This Agreement and the implementation of it shall be
subject to and governed by the laws of the State of New Jersey and any legal
proceedings relating to (i) the interpretation or enforcement of any of the
provisions of this Agreement, or (ii) any dispute relating to the employment
relationship created by this Agreement shall, with the exception of a dispute
under Paragraph 8 of this Agreement, be resolved by arbitration before the
American Arbitration Association in their New Jersey offices, in accordance with
their rules then in effect. Disputes under Paragraph 8 of this Agreement shall
only be brought in the Courts of the State of New Jersey.
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b. The paragraph headings contained herein are for references
purposes only and shall not in any way affect the meaning or the interpretation
of this Agreement.
c. The failure of any provision of this Agreement shall in no
matter affect the right to enforce the remainder of this Agreement, and the
waiver by either the Company or xx Xxxxxxx of any breach of any provision of
this Agreement shall not be construed to be a waiver by the Company or xx
Xxxxxxx of any succeeding breach of such provision or a waiver by such party of
any breach of any other provision of this Agreement.
IN WITNESS WHEREOF, the parties here to have executed this Agreement as
of the date first above written.
COLUMBIA LABORATORIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Chairman
/s/ Xxxxxxxxx xx Xxxxxxx
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Xxxxxxxxx xx Xxxxxxx
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