EXHBIT 10.7
October 13,1992
Molecular Geriatrics Inc.
Consulting Agreement
Molecular Geriatrics, Inc. ("MGI") wishes to retain Xxxxx Xxxxxx
("Advisor") for the purpose of consulting in an identified field ("Field"), and
Advisor wishes to be so retained to provide advisory services to MGI in the
Field. MGI and Advisor, intending to be legally bound, therefore agree that:
1. Upon Advisor's return to MGI of a copy of this Consulting
Agreement, duly signed by Advisor, an agreement will be deemed to have been
entered into between both parties effective as of the date hereof upon the terms
and conditions set forth below. Commencement of activities, payments, and
obligations under this Agreement shall take place upon the dosing of a private
placement of securities by Molecular Geriatrics in order to obtain financing for
its proposed activities ("Offering"), of which MGI will notify Advisor.
2. The Field of this Agreement shall be therapeutics for Alzheimer's
disease and precursor or related conditions, including any applications in other
neurodegenerative diseases derived from the results of the research done under
this Agreement. The diagnosis of Alzheimer's disease and precursor or related
conditions is specifically excluded from the Field.
3. Both parties expect that the Advisor will perform consulting
services personally, or to the extent Advisor utilizes others, Advisor shall be
responsible for oversight of those others. Advisor shall provide such advisory
services in relation to the Field as MGI may request, including the following:
Advisor shall advise and inform MGI of developments within the Field; Advisor
shall assist MGI in research and development, and other problems in the Field;
Advisor shall assist MGI in making suggestions and recommendations for new
products, and modifying or improving compounds, preparations and processes of
interest to MGI and related to the Field; and Advisor shall assist in the
performance of such evaluations of MGI products in the Field AS MGI shall
request. At MGI's request, Advisor shall make written reports and consult with
MGI's personnel at MGI's facilities or at other mutually agreed locations, at
mutually agreed times.
The Advisor shall have the following additional responsibilities:
Chairman of Scientific Advisory Board, and Advisor on all aspects of Molecular
Geriatrics' research. It is expected that time requirements for consulting under
the agreement shall be no more than six hours per week.
4. As full consideration for Advisor's services, as well as agreement
to the terms and conditions herein, MGI shall pay Advisor as follows: $55,000
per year, payable monthly during 1992, and payable in thirds on January 1, July
1, and December 10 in years thereafter. In recognition of the long term role the
Advisor shall have in relation to MGI's research, MGI shall grant Advisor
600,000 shares of founder's stock at $.00l/share. These founder's shares shall
vest in an amount of one quarter (1/4) of the grant at the end of the first
year, one quarter (1/4) more at the end of the second year, one quarter (1/4)
more at the end of the third year, and the final one quarter (1/4) at the end of
the fourth year, thus being fully vested at the end of four years, with each
year being calculated from the date of the grant.
5. MGI shall reimburse Advisor for reasonable expenses incurred by
Advisor at MGI's prior request in the performance of services hereunder. Such
reimbursement shall be within thirty (30) days of receipt of appropriate
statements and receipts.
6. This Agreement shall be effective for a period of 60 months
following full execution of the Agreement and the completion of the Offering. It
may be extended upon mutual agreement of the parties.
7. Advisor's duties and agreements under Paragraphs 8 through 12 of
this Agreement expire five (5) years after the term specified in Paragraph 6 of
this Agreement, or any extension thereof.
8. Advisor shall exercise due care to prevent the unauthorized
disclosure of Confidential Information. Confidential Information shall include
all information concerning MGI and the Field disclosed to Advisor or developed
as a result of Advisor's services under this Agreement, including without
limitation the ideas, processes, methods, formulae, discoveries, inventions,
procedures, techniques, software, designs, data and practices employed by MGI,
except any portion thereof which is in the public domain or becomes part of the
public domain through no breach by Advisor. Further, Advisor agrees not to use
Confidential information for any purpose other than that indicated in this
Agreement without MGI's prior written approval. Advisor agrees not to disclose
any Confidential Information to any third party unless specifically authorized
by MGI, or unless that party is bound by the same restrictions with respect to
Confidential Information as the Advisor.
9. Advisor agrees not to disclose the terms of this Agreement to
others, except as required by the institution at which the Advisor is employed,
and not to use the name of MGI in any public manner, unless given MGI's prior
written approval.
10. Ownership of any information, inventions, or discoveries (whether
patentable or not), improvements, innovations, suggestions, ideas, and reports,
conceived, developed, or reduced to practice by Advisor as a result of Advisor's
services under this Agreement, shall be governed by Paragraph 5.01 of Sponsored
Research Agreement between A.EC.O.M. and MGI.
11. MGI or Advisor may terminate this Agreement without cause upon
thirty (30) days prior written notice. Termination of this Agreement shall not
affect any rights obligations which have accrued prior thereto.
12. Advisor warrants and represents that execution and delivery hereof
by Advisor and Advisor's fulfillment of the terms of this Agreement are not
inconsistent with other contractual obligations Advisor may have, or with the
policies of the institution with which Advisor is associated, including, but not
limited to, policies regarding the administration of grants and funded research.
Advisor agrees that during the term of this Agreement, Advisor shall not become
employed by, nor perform consulting services for, any person or entity
reasonably determined by MGI to constitute a competitor in MGI's field of
business. If this Agreement is terminated by MGI as a result of a breach hereof
by Advisor, or is terminated by Advisor prior to the expiration of the term
hereof, then Advisor shall not become employed by, nor perform consulting
services for, any person or entity reasonably determined by MGI to constitute a
competitor in MGI's field of business for a period of one year after the
termination, which agreement shall survive the termination.
13. Advisor's status under this Agreement is that of an independent
contractor, and Advisor shall have no authority to act on behalf of MGI. The
manner in which Advisor renders services to MGI will be within Advisor's sole
control and discretion, provided that Advisor will cooperate with MGI and use
Advisor's best efforts on MGI's behalf within the scope of the terms of this
Agreement. Advisor may not assign this Agreement to any third party.
14. MGI agrees to indemnify Advisor for the cost of defense and for
damages awarded, if any, as a result of any claims, liabilities, suits or
judgments arising out of this Consulting Agreement, so long as such claims,
liabilities, suits, or judgments are not attributable to grossly negligent or
intentionally wrongful acts or omissions by Advisor or a breach of this
Consulting Agreement.
15. This Agreement: (i) constitutes the entire understanding of the
parties hereto with respect to the manors herein contained and supersedes all
prior agreements or undertakings of any nature whatsoever; (ii) may not be
amended orally; and (iii) will be governed by the laws of the State of Illinois.
16. Any attachments hereto are deemed to be part of this Agreement.
Attachment: No _X__ Yes __ If Yes, number of pages ___
17. Any modifications in this Agreement, including any attachment
referred to in Paragraph 17, must be made in writing and executed by both
parties.
18. The MGI contact for communications shall be Xxxxxxx Xxxxxxxx or
whomever else MGI may designate.
19. This Agreement is to be executed in duplicate. Please return one
fully executed copy to: Molecular Geriatrics, X.X. Xxx 000, Xxxxxxxxxxxx,
Xxxxxxxx 00000.
ADVISOR
Company/Individual
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Address
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City/State/Zip Code
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Authorized Signature
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Date
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Name
Title
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MOLECULAR GERIATRICS, INC.
Molecular Geriatrics, Inc.
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
Authorized Signature
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Date
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Name
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Title
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Molecular Geriatrics Inc. October 13, 1992
Consulting Agreement
Molecular Geriatrics, Inc. ("MGI") wishes to retain Xxxxx Xxxxxx
("Consultant") for the purpose of consulting in an identified field ("Field"),
and Consultant wishes to be so retained to provide Consultancy services to MGI
in the Field. MGI and Consultant, intending to be legally bound, therefore agree
that:
1. Upon Consultant's return to MGI of a copy of this Consulting Agreement,
duly signed by Consultant, an agreement will be deemed to have been entered into
between both parties effective as of the date hereof upon the terms and
conditions set forth below. Commencement of activities, payments, and
obligations under this Agreement shall take place upon the closing of a private
placement of securities by Molecular Geriatrics in order to obtain financing for
its proposed activities ("Offering"), of which MGI will notify Consultant.
2. The Field of this Agreement shall be therapeutics for Alzheimer's
disease and precursor or related conditions, including any applications in other
neurodegenerative diseases derived from the results of the research done under
this Agreement. The diagnosis of Alzheimer's disease and precursor or related
conditions is specifically excluded from the Field.
3. Both parties expect that the Consultant will perform consulting services
personally, or to the extent Consultant utilizes others. Consultant shall be
responsible for oversight of those others. Consultant shall provide such
Consultancy services in relation to the Field as MGI may request, including the
following: Consultant shall advise and inform MGI of developments within the
Field; Consultant shall assist MGI in research and development, and other
problems in the Field; Consultant shall assist MGI in making suggestions and
recommendations for new products, and modifying or improving compounds,
preparations and processes of interest to MGI and related to the Field; and
Consultant shall assist in the performance of such evaluations of MGI products
in the Field as MGI shall request. At MGI's request. Consultant shall make
written reports and consult with MGI's personnel at MGI's facilities or at other
mutually agreed locations, at mutually agreed times.
o The Consultant shall have the following additional responsibilities:
Chairman of Scientific Consultancy Board, and Consultant on all aspects of
Molecular Geriatrics' research. It is expected that time requirements for
consulting under the agreement shall be no more than two hours per week.
4. As full consideration for Consultant's services, as well as agreement to
the terms and conditions herein, MGI shall pay Consultant as follows: $20,000
per year, payable monthly during 1992, and payable in thirds on January 1, July
1, and December 10 in years thereafter.
5. MGI shall reimburse Consultant for reasonable expenses incurred by
Consultant at MGI's prior request in the performance of services hereunder. Such
reimbursement shall be within thirty (30) days of receipt of appropriate
statements and receipts.
6. This Agreement shall be effective for a period of 60 months following
full execution of the Agreement and the completion of the Offering. It may be
extended upon mutual agreement of the parties.
7. Consultant's duties and agreements under Paragraphs 8 through 12 of this
Agreement expire five (5) years after the term specified in Paragraph 6 of this
Agreement, or any extension thereof.
8. Consultant shall exercise due care to prevent the unauthorized
disclosure of Confidential Information. Confidential Information shall include
all information concerning MGI and the Field disclosed to Consultant or
developed as a result of Consultant's services under this Agreement, including
without limitation the ideas, processes, methods, formulae, discoveries,
inventions, procedures, techniques, software, designs, data and practices
employed by MGI, except any portion thereof which is in the public domain or
becomes part of the public domain through no breach by Consultant. Further,
Consultant agrees not to use Confidential information for any purpose other than
that indicated in this Agreement without MGI's prior written approval.
Consultant agrees not to disclose any Confidential Information to any third
party unless specifically authorized by MGI, or unless that party is bound by
the same restrictions with respect to Confidential Information as the
Consultant.
9. Consultant agrees not to disclose the terms of this Agreement to others,
except as required by the institution at which the Consultant is employed, and
not to use the name of MGI in any public manner, unless given MGI's prior
written approval.
10. Ownership of any information, inventions, or discoveries (whether
patentable or not), improvements, innovations, suggestions, ideas, and reports,
conceived, developed,, or reduced to practice by Consultant as a result of
Consultant's services under this Agreement, shall be governed by Paragraph 5.01
of Sponsored Research Agreement between A.E.C.O.M. and MGI.
11. MGI or Consultant may terminate this Agreement without cause upon
thirty (30) days prior written notice. Termination of this Agreement shall not
affect any rights obligations which have accrued prior thereto.
12. Consultant warrants and represents that execution and delivery hereof
by Consultant and Consultant's fulfillment of the terms of this Agreement are
not inconsistent with other contractual obligations Consultant may have, or with
the policies of the institution with which Consultant is associated, including,
but not limited to, policies regarding the administration of grants and funded
research. Consultant agrees that during the term of this Agreement, Consultant
shall not become employed by, nor perform consulting services for, any person or
entity reasonably determined by MGI to constitute a competitor in MGI's field of
business. If this Agreement is terminated by MGI as a result of a breach hereof
by Consultant, or is terminated by Consultant prior to the expiration of the
term hereof, then Consultant shall not become employed by, nor perform
consulting services for, any person or entity reasonably determined by MGI to
constitute a competitor in MGI's field of business for a period of one year
after the termination, which agreement shall survive the termination.
13. Consultant's status under this Agreement IS that of an independent
contractor, and Consultant shall have no authority to act on behalf of MGI. The
manner in which Consultant renders services to MGI will be within Consultant's
sole control and discretion, provided that Consultant will cooperate with MGI
and use Consultant's best efforts on MGI's behalf within the scope of the terms
of this Agreement. Consultant may not assign this Agreement to any third party.
14. MGI agrees to indemnify Consultant for the cost of defense and for
damages awarded, if any, as a result of any claims, liabilities, suits or
judgments arising out of this Consulting Agreement, so long AS such claims,
liabilities, suits, or judgments are not attributable to grossly negligent or
intentionally wrongful acts or omissions by Consultant or a breach of this
Consulting Agreement.
15. This Agreement: (i) constitutes the entire understanding of the parties
hereto with respect to the matters herein contained and supersedes all prior
agreements or undertakings of any nature whatsoever; (ii) may not be amended
orally; and (iii) will be governed by the laws of the State of Illinois.
16. Any attachments hereto are deemed to be part of this Agreement.
Attachment: NO.X_ Yes__ If Yes, number of pages___
*
17. Any modifications in this Agreement, including any attachment referred
to in Paragraph 17, must be made in writing and executed by both parties.
18. The MGI contact for communications shall be Xxxxxxx Xxxxxxxx or
whomever else MGI may designate.
19. This Agreement is to be executed in duplicate. Please return one fully
executed copy to: Molecular Geriatrics, Inc., X.X. Xxx 000, Xxxxxxxxxxxx,
Xxxxxxxx 00000.
CONSULTANT
Company Name ___________________
Address ___________________
City/State/Zip Code ___________________
Authorized Signature ___________________
Date ___________________
Name ___________________
Title
MOLECULAR GERIATRICS, INC.
Molecular Geriatrics, Inc.
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
Authorized Signature ___________________
Date ___________________
Name ___________________
Title ___________________
Molecular Geriatrics Corporation January 31, 1994
Consulting Agreement
Molecular Geriatrics Corporation ("MGC") wishes to retain Xxxxx Xxxxxx,
Ph.D. ("Consultant") for the purpose of consulting in an identified field
("Field"), and Consultant wishes to be so retained to provide consulting
services to MGC in the Field. MGC and Consultant, intending to be legally bound,
therefore agree that
1. Upon Consultant's return to MGC of a copy of this Consulting
Agreement, duly signed by Consultant, an agreement will be deemed to have been
entered into between both parties effective as of the January 31,1994 hereof
upon the terms and conditions set forth below. Commencement of activities,
payments, and obligations under this Agreement shall take place upon the closing
of a private placement of securities by Molecular Geriatrics in order to obtain
financing for its proposed activities ("Offering"), of which MGC will notify
Consultant.
2. The Field of this Agreement shall be: Diagnostic applications
ofALZ-50, ADAP, A-68, and related proteins and reagents.
3. Both parties expect that the Consultant will perform consulting
services personally, or to the extent Consultant utilizes others, Consultant
shall be responsible for oversight of those others. Consultant shall provide
such consulting services in relation to the Field as MGC may request, including
the following: Consultant shall advise and inform MGC of developments within the
Field; Consultant shall assist MGC in research and development, and other
problems in the Field; Consultant shall assist MGC in making suggestions and
recommendations for new products, and modifying or improving compounds,
preparations and processes of interest to MGC and related to the Field; and
Consultant shall assist in the performance of such evaluations of MGC products
in the Field as MGC shall request. At MGC's request. Consultant shall make
written reports and consult with MGC's personnel at MGC's facilities or at other
mutually agreed locations, at mutually agreed times.
4. As full consideration for Consultant's services, as well as
agreement to the terms and conditions herein, MGC shall pay Consultant as
follows: $14,000 per year. This fee payment shall be made at the beginning of
each agreement year.
5. MGC shall reimburse Consultant for reasonable expenses incurred by
Consultant at MGC's prior request in the performance of services hereunder. Such
reimbursement shall be within thirty (30) days of receipt of appropriate
statements and receipts.
6. This Agreement shall be effective for a period of 36 months
following full execution of the Agreement. It may be extended upon mutual
agreement of the parties.
7. Consultant's duties and agreements under Paragraphs 8 through 12 of
this Agreement expire five (5) years after the term specified in Paragraph 6 of
this Agreement, or any extension thereof.
8. Consultant shall exercise due care to prevent the unauthorized
disclosure of Confidential Information. Confidential Information shall include
all information concerning MGC and the Field disclosed to Consultant or
developed as a result of Consultant's services under this Agreement, including
without limitation the ideas, processes, methods, formulae, discoveries,
inventions, procedures, techniques, software, designs, data and practices
employed by MGC, except any portion thereof which is in the public domain or
becomes part of the public domain through no breach by Consultant. Further,
Consultant agrees not to use Confidential Information for any purpose other THAN
that indicated in this Agreement without MGC's prior written approval.
Consultant agrees not to disclose any Confidential Information to any third
party unless specifically authorized by MGC, or unless that party is bound by
the same restrictions with respect to Confidential Information as the
Consultant.
9. Consultant agrees not to disclose the existence of this Agreement
or discuss its terms with others, except as required by the institution at which
the Consultant is employed, and not to use the name of MGC in any public manner,
unless given MGC's prior written approval.
10. Ownership of any information, inventions, or discoveries (whether
patentable or not), improvements, innovations, suggestions, ideas, and reports,
conceived, developed, or reduced to practice by Consultant as a result of
Consultant's services under this Agreement, shall be governed by Paragraph 5.01
of Sponsored Research Agreement between A.E.C.O.M. and MGC.
11. MGC or Consultant may terminate this Agreement without cause upon
thirty (30) days prior written notice. Termination of this Agreement shall not
affect any rights obligations which have accrued prior thereto.
12. Consultant warrants and represents that execution and delivery
hereof by Consultant and Consultant's fulfillment of the terms of this Agreement
are not inconsistent with other contractual obligations Consultant may have or
with the policies of the institution with which Consultant Is associated,
including, but not limited to, policies regarding the administration of grants
and funded research. Consultant agrees that during the term of this Agreement,
Consultant shall not become employed by, nor perform consulting services for,
any person or entity reasonably determined by MGC to constitute a competitor in
MGC's field of business. If this Agreement is terminated by MGC as a result of a
breach hereof by Consultant, or is terminated by Consultant prior to the
expiration of the term hereof, then consultant shall not become employed by, nor
perform consulting services for, any person or entity reasonably determined by
MGC to constitute a competitor in MGC's field of business for a period of one
year after the termination, which agreement shall survive the termination.
13. Consultant's status under this Agreement is that of an independent
contractor, and Consultant shall have no authority to act on behalf of MGC. The
manner in which Consultant renders services to MGC will be within Consultant's
sole control and discretion, provided that Consultant will cooperate with MGC
and use Consultant's best efforts on MGC's behalf within the scope of the terms
of this Agreement. Consultant may not assign this Agreement to any third party.
14. MGC agrees to indemnify Consultant for the cost of defense and for
damages awarded, if any, as a result of any claims, liabilities, suits or
judgments arising out of this Consulting Agreement, so long as such claims,
liabilities, suits, or judgments are not attributable to grossly negligent or
intentionally wrongful acts or omissions by consultant or a breach of this
Consulting Agreement.
15. This Agreement (i) constitutes the entire understanding of the
parties hereto with respect to the matters herein contained and supersedes all
prior agreements or undertakings of any nature whatsoever, (ii) may not be
amended orally; and (iii) will be governed by the laws of the State of Illinois.
16. Any attachments hereto are deemed to be part of this Agreement.
Attachment: No _X_ Yes __ If Yes, number of pages ___
17. Any modifications in this Agreement, including any attachment
referred to in Paragraph 16, must be made in writing and executed by both
parties.
18. The MGC contact for communications shall be Xxxxxxx Xxxxxxxx or
whomever else MGC may designate.
19. This Agreement is to be executed in duplicate. Please return one
fully executed copy to: Molecular Geriatrics Corporation, 000 Xxxxxxxx Xx.,
Xxxxx 000, Xxxx Xxxxx, Xxxxxxxx 00000.
CONSULTANT
Company/Individual Xxxxx Xxxxxx,. Ph.D
Address Dept. of Pathology F538
City/State/Zip Code Aecom, 0000 Xxxxxx Xxxx Xxx., Xxxxx, XX 00000
Authorized Signature /s/ Xxxxx Xxxxxx 1/27/94
January 31,1993
Name
Title Xxxxx Xxxxxx
Professor of Pathology and Neuroscience
MOLECULAR GERIATRICS CORPORATION
Molecular Geriatrics Corporation 000
Xxxxxxxx Xx., Xxxxx 000 Xxxx Xxxxx. XX
00000
Authorized Signature /s/ Xxxxxx Xxxxx
January 31,1993
Name Xxxxxx Xxxxx
Title C.O.O.
