EX-10.28 4 dex1028.htm CONSULTING AGREEMENT CORONADO BIOSCIENCES, INC. CONSULTING AGREEMENT
Exhibit 10.28
CORONADO BIOSCIENCES, INC.
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 1st day of November, 2010, by and between CORONADO BIOSCIENCES, INC., a Delaware corporation (the “Company”), and XXXX XXXXXXX, PH.D. (“CONSULTANT”).
The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on the terms described below.
In consideration of the mutual promises contained herein, the parties agree as follows;
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ownership of such Inventions and to obtain whatever protection for such Inventions, including copyright and patent rights in any and all countries on such Inventions as the Company shall determine.
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(a) The Company will pay, within 30 days after the effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the termination date and related expenses, if any, submitted in accordance with the Company’s policies and in accordance with the provisions of Section 1 of this Agreement; and
(b) Sections 2, 3, 4, 6.3, 7, and 8 through 10 will survive termination of this Agreement.
7. INDEPENDENT CONTRACTOR; BENEFITS; TAXES.
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security, unemployment insurance or disability insurance contributions, and will not obtain workers’ compensation insurance on Consultant’s behalf. Consultant shall be solely responsible for paying any and all taxes of any nature, national insurance contributions, VAT and other contributions arising from or relating to this Agreement. The Company may, however, report payments made to Consultant hereunder to tax authorities and shall inform Consultant of such actions. Consultant agrees to provide proof of payment of appropriate taxes on any fees paid to Consultant under this Agreement upon reasonable request of the Company. Consultant hereby indemnifies and holds harmless the Company and its affiliated entities with regard to any taxes, penalties, or interest that may be imposed on Consultant by any governmental authority arising from or relating to the Agreement and with respect to any claim or determination that Consultant is an employee, agent or partner of the Company.
8. NONSOLICITATION; NON-DISCLOSURE.
10.1 Governing Law. This Agreement shall be governed by the laws of New York without regard to conflicts of law rules.
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IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date first written above.
| CONSULTANT | CORONADO BIOSCIENCES, INC. | |||||
| /s/ Xxxx Xxxxxxx | By: | /s/ Xxxx X. Xxxxxxxxx | ||||
| Xxxx Xxxxxxx, Ph.D. | Name: Xxxx X. Xxxxxxxxx | |||||
| Title: Executive Vice President – COO/CFO |
| Address: |
| XXX XXX |
| XXXXXXXX-XXX-XXXX |
| XXXXX |
| XX XX00 OAT |
[SIGNATURE PAGE TO CONSULTING AGREEMENT]
EXHIBIT A
Services and Compensation
1. Reporting Obligations: Consultant shall report to the Company’s Executive Vice President—COO/CFO or his designee(s).
| • | Consultation regarding the development and commercialization of the Company’s programs, including consultation regarding technology transfer; and |
| • | Other projects to be determined by mutual agreement between Consultant and the Company’s Executive Vice President—COO/CFO or his designee(s). |
The manner and means that Consultant chooses to complete the Services are in Consultant’s sole discretion and control. Consultant agrees to provide his own equipment, tools, and other materials at his own expense; however, the Company will make its facilities and equipment available to Consultant when necessary.
A. The Company will pay Consultant a consulting fee of £100,000 per year during the Term payable at a rate of £8,333.33 per month.
B. Consultant may also be considered from time to time for equity and/or stock option grants in the Company. Any such equity and/or stock option grants shall be subject to approval by the Board of Directors of the Company and subject to Consultant’s execution and delivery of various agreements and documents related to such grants which are determined by the Company in its reasonable discretion to be necessary or desirable for such purpose.
C. The Company will reimburse Consultant for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, provided such expenses are reasonable and such Consultant submits receipts for such expenses to the Company in accordance with Company policy.
| T x00 (0)00 0000 0000 F x00 (0)00 0000 0000 E enquiries@uclcons www.uclconsultants. |
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CONSULTANCY SERVICES AGREEMENT
UCL Consultants Limited shall provide consultancy services to the Client under the following terms and conditions.
| A | UCL Consultants Limited (Company No. 03332258), a wholly owned subsidiary company of UCL Business PLC and University College London, whose registered address is The Network Building, 00 Xxxxxxxxx Xxxxx Xxxx, Xxxxxx, X0X 0XX
(“UCL-C”) | |
| B | Coronado Biosciences Inc., a Delaware corporation whose principal place of business is at 4365 Executive Dr. Ste 0000 Xxx Xxxxx, XX, 00000 Xxxxxx Xxxxxx of America.
(the “Client”) | |
| Xxxx Xxxxxxxxx (Executive Vice President — COO & CFO) (the “Client Contact”) | ||
| C | UCL-C shall provide the following Services: - | |
| in support of the Licence Agreement signed between UCL Business and Coronado Biosciences, Inc of November 5, 2007 for the prevention, treatment, diagnosis, detection, monitoring, and predisposition testing of all diseases, states or conditions in humans or other animals (“TaNK”). The Services shall consist of advice on future technology transfer for TaNK with advice on technical issues (by telephone, meetings); testing of samples and reports. Summary of Activities attached.
To be undertaken at the equivalent rate of 1 day per week.
(the “Services”) | ||
| D | Consultant who shall undertake the Services for UCL-C: | |
| Xx. Xxxx Xxxxxxx
(the “Consultant”) | ||
| E | Work on the Services shall commence on 1 November, 2010 (the “Commencement Date”) | |
| F | Work on the Services is estimated to finish on October 31, 2011 in the first instance (the “Completion Date”). If the Services are not completed by the Completion Date, the parties will agree the terms of any continuation of the provision of Services. | |
| G | The Client will pay UCL-C the following amount/s at the following intervals: | |
| A Fixed Price of £30,000 to be paid in 12 monthly instalments of £2,500, commencing on 31 October plus costs for research reagents/disposables as invoiced to a maximum of £25,000 per annum plus VAT (where applicable).
(the “Price”) | ||
| H | UCL-C shall be entitled to charge the Client additionally for expenses reasonably incurred in the performance of the Services only with the prior approval of the Client.
(the “Expenses”) | |
| I | The Services may be terminated by either party on three month’s notice. |
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AGREED by the Parties through their authorised signatories:-
| For and behalf of UCL Consultants Ltd | For and behalf of The Client | |||||
| /s/ Xxxxxxx Westfold- Xxxxx | Director | /s/ Xxxx X. Xxxxxxxxx | EVP, COOBCFO | |||
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| Signed | Title | Signed | Title | |||
| Xxxxxxx Westfold- Xxxxx | Dec. 23rd, 2010 | Xxxx X. Xxxxxxxxx | 12/2/10 | |||
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| Print name | Date | Print name | Date |
Terms and Conditions
1. Definitions The following words shall have the following meanings:
1.1. The definitions UCL-C, Completion Date, Commencement Date, Expenses, Price and Services shall have the meanings set out above.
1.2. Affiliate means any entity that controls, is controlled by, or is under common control with a Party. For purposes of this Agreement, control means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise.
1.3. Agreement shall mean the contract formed by the Parties’ acceptance of this agreement on the terms and conditions herein.
1.4. Background IP shall mean all information, techniques, know-how, software, materials (regardless of the form or medium in which they are disclosed or stored) and intellectual property rights (owned by or licensed to the Parties at the date of this Agreement or generated outside of the Services) that are provided by one Party to the other for use in the Services (whether before or after the date of this Agreement).
1.5. Client shall mean the person or organisation and its Affiliates, named in clause B above, that is to receive and pay for the Services.
1.6. Confidential Information shall mean any and all information, including Results, Background IP and information relating to the business or affairs of the Party, provided directly or indirectly by one Party to the other Party in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations, whether before, on or after the date of this Agreement and which in each case at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and any copy of the foregoing.
1.7. Consultant shall mean the person or persons named in clause D above who shall provide the Services.
1.8. Results shall mean all information, designs, inventions, software and other matter capable of being the subject of intellectual property rights which is conceived and first reduced to practice or writing or developed in whole or in substantial part for the purpose of the Services.
1.9. Parties shall mean UCL-C and the Client and ‘Party’ shall mean either of them.
2. Duration and Termination
2.1. This Agreement shall commence on the Commencement Date and UCL-C shall use its reasonable endeavours to complete the Services by the Completion Date, or such other date as may be agreed by the Parties.
2.2. This Agreement may be terminated by either Party giving written notice to the other as specified in clause 1 above.
2.3. If the Consultant is or becomes unavailable to work on the Services and UCL-C is unable to provide a suitable replacement, this Agreement may be terminated by either Party giving written notice to the other Party, such notice to take effect either forthwith or as specified in the notice.
2.4. Either Party may also terminate this Agreement forthwith if the other Party:
(a) commits a material breach of the terms or conditions of this Agreement and in the case of a breach capable of remedy within 30 days, does not remedy the breach within 30 days of notice from the terminating Party specifying the breach and requiring it to be remedied; or
(b) compounds or makes arrangements with its creditors or goes into liquidation (voluntarily or otherwise) other than for the purpose of a bona fide reconstruction or a receiver, administrative receiver or administrator is appointed in respect of the whole or any part of its business or assets or if any similar or analogous event occurs.
2.5. In the event of termination in accordance with clause 2.4 above, the rights, benefits and licences granted or agreed to be granted herein to the Party in receipt of such notice shall automatically be deemed terminated or cease forthwith upon such termination and any rights assigned or agreed to be assigned shall automatically be reassigned to the Party terminating this Agreement. Nothing in this clause shall affect any rights or licences granted or agreed to be granted under this Agreement to the Party terminating this Agreement by the other party.
2.6. On termination of this Agreement the Client, within 30 days receipt of a UCL-C invoice, shall pay to UCL-C:
(a) any payment which was due to UCL-C prior to the date of termination but which was not paid prior to termination, and
(b) a proportion of the next payment (if any) falling due after the date of termination reflecting UCL-C’s actual expenditure on the Services prior to the date of termination and any non-cancellable commitments entered into by UCL-C on behalf of the Services.
2.7. On termination of this Agreement, if this Agreement states that UCL-C will prepare a report, it will be provided to the Client once any payments due under clause 2.6 above have been received by UCL-C.
3. Price and Payment
3.1. Where the Price is quoted on a daily rate basis, a day shall mean up to seven (7) hours work. Any hours worked beyond seven (7) hours in a day shall be charged pro-rata to the Client.
3.2. UCL-C retains the discretion to charge for any reasonable costs incurred in connection with any variation in or delay to the Services resulting from the Client’s instructions or lack of instructions.
3.3. In consideration of the Services to be provided by UCL-C to the Client, the Client shall pay to UCL-C the sums described in clause G above in accordance with the payment provisions set out in that clause.
3.4. All sums due under this Agreement:
(a) are exclusive of Value Added Tax which shall be paid by the Client to UCL-C as applicable and at the current rate in addition to any amount or rate quoted;
(b) shall be paid on the due date(s) by the Client to UCL-C as specified above or no more than 30 days after receipt of UCL-C’s invoice;
(c) shall be made in Sterling (GBP) by the Client in accordance with the instructions set out in UCL-C’s invoice.
(d) All payments shall quote UCL-C’s invoice number.
3.5. Without prejudice to any other right or remedy available to UCL-C, UCL-C reserves the right to charge interest in accordance with the Late Payments of Commercial Debts (Interest) Xxx 0000.
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4.1. Each Party shall keep confidential and secret any and all Confidential Information that is acquired through this Agreement.
4.2. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement. Each Party shall be responsible for ensuring that its officers and employees comply with the provisions of this clause. If a Party intends to use the services of subcontractors, consultants or third parties to work on, advise or manage any aspect of the Services, that Party shall first ensure such subcontractors, consultants or other third parties sign legally-binding agreements requiring them to abide by conditions of confidentiality no less binding than those provided herein.
4.3. In the event of one Party visiting any of the establishments of the other Party, the visiting Party undertakes that any information which may come to its knowledge as a result of any such visit, inclusive of the form, materials and design of the various elements of any relevant plant and equipment which may be seen at such establishments as well as all the plant as a whole, the methods of operation thereof and the various applications thereof, shall be kept strictly confidential and shall be regarded as Confidential Information for the purpose of this Agreement.
4.4. The obligations in clauses 4.1, 4.2 and 4.3 shall not apply to Confidential Information, disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), where the Receiving Party can clearly demonstrate that the information:
(a) was in the public domain prior to its disclosure or enters into the public domain after disclosure otherwise than by default of the Receiving Party;
(b) becomes known to the Receiving Party by action of a third party not in breach of any obligation of confidentiality to the Disclosing Party;
(c) was in the Receiving Party’s possession before receipt from the Disclosing Party and was not acquired directly or indirectly from the Disclosing Party;
(d) was independently developed by or for the Receiving Party at any time, independently of the Confidential Information disclosed to it by the Disclosing Party;
(e) is required to be disclosed by law or government regulation or court order. In such cases, the Receiving Party shall wherever practicable give reasonable advance notice of the intended disclosure to the other Party and shall limit the disclosure to the extent legally required to be disclosed. The relaxation of the obligations of confidentiality shall apply solely for such compliance and for as long as is necessary to comply with the relevant law or regulatory requirement.
4.5. The provisions of this clause 4 shall survive any termination of this Agreement for a period of 5 years from termination.
5. Intellectual Property
5.1. All Background IP used in connection with the Services shall remain the property of the Party (or its licensors) who introduces it and no licence is granted to either Party’s Background IP unless specifically agreed to in writing.
5.2. UCL C shall promptly disclose all Results to the Client to be used by the Client for the advancing of the TaNK project under the terms of the above Licence Agreement (Ref: Section C above).
5.3. For the avoidance of doubt all Results arising out of the Services shall remain the property of UCL-C to be passed on to UCL Business for the support of the above Licence Agreement for TaNK as further set out under Clause 6.1 of the Licence Agreement.
6.1. The Client may attend, on reasonable notice and at mutually agreed times, UCL-C’s premises and inspect the progress of the Services.
6.3. The Client shall provide adequate insurance to cover the Consultant whilst he/she is visiting and/or working on the Client’s premises or property and shall make the Consultant aware of any health and safety issues that may affect the Consultant whilst visiting and/or working on the Client’s premises or property.
7.1. Neither Party shall use the name, crest, logo, trademark or registered image of the other Party nor the name of any employee, member of staff or student of the other Party for any purpose without the express written permission of the other Party or individual, except that nothing in this clause shall restrict, delay, impede or prevent a Party from using the other Party’s name when making statutory disclosures under the Freedom of Information Xxx 0000 or any subsequent re-enactment or modification thereof.
7.2. The Consultant shall have the right to publish the Results of the Services, in accordance with normal academic practice, subject to the prior written consent of the Client. Such consent shall not be unreasonably withheld.
7.3. Notwithstanding clause 7.2 above, the Client recognises that in accordance with any academic appointment held by the Consultant, the Consultant may wish to submit publications for assessment under the U.K. Government’s Research Excellence Framework (REF). The Client agrees to permit such publications be made available for REF assessment subject to the REF assessor/s being bound by written terms of confidentiality no less binding than those under clause 4 above.
8. Signature/Amendment
8.1. The Client acknowledges and agrees that no signature other than that of an authorised signatory of UCL-C shall make this Agreement binding on UCL-C.
8.2. No variation, amendment or addition to the terms of this Agreement can be made unless it is in writing and signed by an authorised signatory of UCL-C.
9. Warranties, liability and Indemnities
9.1. UCL-C’s aggregate liability to the Client for any loss or damage suffered or incurred by the Client as a result of UCL-C’s breach of contract, negligence or otherwise howsoever arising shall be limited to the sums received or payable to UCL-C under this Agreement in the year in which such liability arises. The Parties agree this to be a genuine and reasonable pre-estimate of anticipated possible losses. This clause shall not limit or exclude any liability that as a matter of English law may not be limited or excluded such as liability for death or personal injury.
9.2. The Client shall indemnify UCL-C from and against any claims or suits made or threatened by a third party against UCL-C arising from this Agreement, the provision of the Services or any other products or services offered or provided by the Client arising from the provision of the Services, save to the extent the claim or suit arises as a result of the negligence or default of UCL-C.
9.3. Neither Party shall be liable to the other Party for any damages, dispute or injury arising during the undertaking of the Services unless caused by the wilful act, negligence or default of an employee, student, consultant or agent of that Party. Nor shall one Party be liable to the other Party for an indirect or consequential loss, damages, claims or demands arising out of this Agreement, including without limitation any economic loss or other loss of income, profits, business, opportunity or goodwill no matter how arising, whether by breach or by negligence and whether in contract, tort or otherwise.
9.4. For the avoidance of doubt, the terms and conditions of this Agreement are agreed to be in lieu of any warranties, obligations or conditions implied by law, trade usage, custom or otherwise as to the merchantable quality or the fitness of any particular purpose of the Services being supplied herein.
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14. Assistance and delay by the Client. The Client shall provide all information and materials sufficient in the reasonable opinion of UCL-C to enable UCL-C to proceed with the Services on or after the Commencement Date. If at any time in the reasonable opinion of UCL-C such information and/or materials are not provided in a timely fashion then UCL-C may alter the Commencement Date or the Completion Date or terminate this Agreement as provided for in this Agreement.
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X. Xxxxxxx Summary of Activities
| • | Assist in completing “tech transfer” activities, at BioReliance and PCT (SOPs, cell banking, analytical method development, lysate production, cell product manufacture, and all aspects of testing, as required) |
| • | UCL to perform testing of mini-bank (lysate potency, CTV-1 phenotype, MRD) |
| • | Assist in the development of the Product Development Plan |
| • | Help with design and implementation of additional studies to support PDP and life cycle management of the program |
| • | Autologous studies |
| • | Assessment of types of tumors |
| • | Toxicity of lysate in normal mice |
| • | A mouse model evaluating the potential adjuvant activity of activated NK cells |
| • | Determination in normal mice if anti-lysate antibodies are produced (accelerating doses) |
| • | Activated NK cell MOA study with Xxxxx Xxxxxxxx at UCSD |
| • | Collaboration with Naoto Ueno at MD Xxxxxxxx for AUTO program in BrCa |
| • | Assist in meetings with investors/activities related to raising capital, preparation/review of prospectus/offering memorandums (specifically in the area of describing the technology) |
| • | Activities at major conferences including: ASH, EBMT, ASCO etc..., |
| • | SAB meeting participation and preparation |
| • | Support of regulatory activities |
| • | Assist in development of IP strategy |
| • | Assist in development of publication and presentation strategy |
| • | Serve as technical resource for all aspects of the CMC program |
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