EXHIBIT 10.29
CONSULTING AGREEMENT
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COLLATERAL THERAPEUTICS, INC., ___________, 199_
a California corporation
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Gentlemen:
The following contains all the items of my consulting agreement (the
"Agreement") with COLLATERAL THERAPEUTICS, INC., a California corporation, (the
"Company").
The amount of time I will spend as an Advisor to the Company and the nature
of the services provided and my compensation are set forth in EXHIBIT A hereto.
In rendering such services to the Company, I shall act as an independent
contractor and not as an employee of the Company. The Company or I may
terminate this agreement at any time, with or without cause.
I understand that the Company possesses and will possess information that
has been created, discovered or developed by, or has otherwise become known to,
the Company (including without limitation, information created, discovered,
developed or made known by or to me arising specifically out of my retention as
an Advisor by the Company), and/or in which property rights have been assigned
or otherwise conveyed or disclosed to the Company, which information has
commercial value in the business in which the Company is engaged or intends to
engage. All of the aforementioned information is hereinafter called
"Proprietary Information." By way of illustration, but not limitation,
Proprietary Information includes trade secrets, research results, processes,
formulae, data and know-how, improvements, inventions, techniques, marketing
plans, strategies, forecasts and customer lists.
In consideration of my retention as an Advisor and the compensation to be
received by me from the Company from time to time, I hereby agree as follows:
1. All Proprietary Information shall be the sole property of the Company
and its assigns, and the Company and its assigns shall be the sole owner of all
patents and other rights in connection therewith. I hereby assign to the
Company any rights I may have or acquire in all Proprietary Information. At all
times during my retention as an Advisor by the Company and at all times after
termination of such retention as an Advisor, I will keep in confidence and trust
all Proprietary Information, and I will not disclose, sell, use, lecture upon or
publish any Proprietary Information without the written consent of the Company,
except as may be necessary in the ordinary course of performing my duties as an
Advisor of the Company.
2. I agree that during the period that I am retained as an Advisor to the
Company I will not, without the Company's express written consent, except as
permitted by this Section 2, engage in any employment or activity (whether as a
consultant, advisor or otherwise) in any business competitive with the Company
in the area of _____________________. The Company recognizes that I currently
may have certain agreements and perform consulting services for others. During
the 20 days following the execution of this Agreement, the Company and I will
review such agreements and services to determine whether they constitute
activities which would be in conflict with the Agreement. If the Board of
Directors of the Company determines that any such activity conflicts with this
Agreement, and I do not immediately terminate the conflicting activity and/or
agreement, the Company shall have the right to immediately terminate this
Agreement with no obligation to me. In addition, prior to entering into any
additional activity and/or agreement which could conflict with my obligations to
the Company, I shall disclose the contemplated activity and submit such
additional agreement to the Company which will, within 30 days of such
submission, advise me whether the Company has concluded that entering into such
activity and/or additional agreement would conflict with this Agreement. If the
Company has so concluded, I will notify the Company within ten (10) days that I
will not enter into the additional agreement.
3. All documents, data, records, apparatus, equipment, chemicals,
molecules, organisms and other physical property, whether or not pertaining to
Proprietary Information, furnished to me by the Company, a third party or
produced by myself or others in connection with my retention as an Advisor shall
be and remain the sole property of the Company and shall be returned promptly to
the Company as and when requested by the Company. Should the Company not so
request, I shall return and deliver all such property upon termination of my
retention as an Advisor by me or by the Company for any reason and I will not
take with me any such property or any reproduction of such property upon such
termination.
4. I agree that for a period of two (2) years following termination of my
retention as an Advisor with the Company, I will not solicit or in any manner
encourage employees of the Company to leave its employ.
5. I will promptly disclose to the Company, or any persons designated by
it, all improvements, inventions, formulae, processes, techniques, know-how and
data, whether or not patentable, made or conceived or reduced to practice or
learned by me, either alone or jointly with others, during the period of my
retention as an Advisor which (a) arise from services provided by me under this
Agreement and related to or useful in the business of the Company, or (b) result
from tasks assigned me by the Company, or (c) funded by the Company, or (d)
result from use of premises owned, leased or contracted for by the Company (all
said improvements, inventions, formulae, processes, techniques, know-how and
data shall be collectively hereinafter called "Inventions"). Such disclosure
shall continue for one year after termination of this Agreement with respect to
anything that would be an Invention if made, conceived, reduced to practice or
learned during the term hereof.
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6. I agree that all Inventions shall be the sole property of the Company
and its assigns, and the Company and its assigns shall be the sole owner of all
patents and other rights in connection therewith. I hereby assign to the
Company any rights I may have or acquire in all Inventions. I further agree as
to all Inventions to assist the Company at any time, and not just during the
term of this Agreement, in any and all countries, which assistance shall include
the execution of documents and any assignments to the Company or persons
designated by it. In the event that the Company is unable for any reason
whatsoever to secure my signature to any lawful and necessary document required
to apply for or execute any patent application with respect to an invention(s)
(including reissues, renewals, extensions, continuations, divisions or
continuations in part thereof), I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents, as my agents and
attorneys-in-fact to act for and in my behalf and instead of me, to execute and
file any such application and to do all other lawful acts to further the
prosecution and issuance of patents thereon with the same legal force and effect
as if executed by me.
7. As a matter of record I have attached hereto as Exhibit B a complete
list of all inventions or improvements relevant to the subject matter of my
retention as an Advisor by the Company which have been made or conceived or
first reduced to practice by me alone or jointly with others prior to my
engagement by the Company which I desire to remove from the operation of this
Agreement; and I represent and agree that such list is complete.
8. I understand as part of the consideration for the offer of retention
as an Advisor or continued retention as an Advisor by the Company, that I have
not brought and will not bring with me to the Company or use in the performance
of my responsibilities at the Company any equipment, supplies, facility or trade
secret information of any current or former employer which are not generally
available to the public, unless I have obtained written authorization for the
possession and use.
9. I also understand that, in my retention as an Advisor with the
Company, I am not to breach any obligation of confidentiality that I have to
others, and I agree that I shall fulfill all such obligations during my
retention as an Advisor with the Company.
10. I agree that in addition to any other rights and remedies available to
the Company for any breach by me of obligations hereunder, the Company shall be
entitled to enforcement of my obligations hereunder by court injunction.
11. If any provision of this Agreement shall be declared invalid, illegal
or unenforceable, such provision shall be severed and all remaining provisions
shall continue in full force and effect.
12. This Agreement shall be binding upon me, my heirs, executors, assigns
and administrators and shall inure to the benefit of the Company, its successors
and assigns.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of California without reference to principles of conflicts
of laws. If any action at law or
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in equity is necessary to enforce or interpret the terms of the Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements, in addition to any other relief to which the party may
be entitled.
14. I agree that this Agreement will terminate on ________, 19__ or may be
terminated by either the Company or the Advisor at any time, for any reason,
with or without cause, by giving written notice to the other party; termination
to be effective upon the other party's receipt of notice.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
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(Name)
ACCEPTED AND AGREED TO:
COLLATERAL THERAPEUTICS, INC.
By:
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Title:
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EXHIBIT A
Amount Advisor shall devote approximately ______ hours per
month to providing services under this Agreement.
Nature of Services Advisor shall consult for Company, on an exclusive
basis, in the field of _____________________.
Compensation Advisor shall be compensated at the
rate of $________ per month payable promptly
after the end of each calendar month during which this
Agreement is in effect. Subject to the other terms of
the Agreement, this Agreement will be formally renewed
by the Company's Board of Directors on an annual basis.
EXHIBIT B
COLLATERAL THERAPEUTICS, INC.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Ladies and Gentlemen:
The following is a complete list of all inventions or improvements or works
of authorship relevant to the subject matter of my advisory services for the
Company that have been made or conceived or first reduced to practice by me
alone or jointly with others prior to my advisory services for the company. I
desire to remove those inventions and improvements listed, if any, from the
operation of the Consulting Agreement between the Company and me which are noted
by an * and my initials next to such invention or improvement:
_____ No inventions or improvements
_____ See below:
_____ Additional sheets attached.
By:
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Date:
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SCHEDULE OF CONSULTING AGREEMENTS
Xxxxxxx Xxxxxxxx, dated January 1, 1997, as amended effective January 1, 1998
Xxxx Xxxxxxx, PhD., dated February 18, 1997, as amended effective April 1, 1998
Xxxxxxx X. Xxxxxxx Consultant Service, dated Xxxxx 00, 0000
Xxxx Xxxxxxx, Xx.X., dated April 9, 1997
Xxxxxxx X. Xxxxx, M.D., Ph.D., dated May 5, 1997
Xxxxx Xxxxxx, dated May 6, 1997, as amended January 1, 1998
Xxxxxxxxx Xxxxx, M.D., dated May 28, 1997
Xxxxx X. Field, Ph.D., dated June 24, 1997
April X. Xxxxx, dated June 30, 1997
Xxxxxx Xxxxxxx, Ph.D., dated September 10, 1997
Dr. Xxxxx X. X. Xxxx, dated September 18, 1997
Xxxx Xxxxx, dated December 9, 1997
Xxxxx X. Xxxxxxx, Ph.D., dated January 23, 1998
Xxx XxXxxxxx, Ph.D., dated February 24, 1998
