Exhibit 10.13
CONSULTING AGREEMENT
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This CONSULTING AGREEMENT (this "Agreement"), made as of the 28th day of
May, 1996 by and between T CELL SCIENCES, INC., a Delaware corporation (the
"Company") and XXXXX X. XXXXX (the "Consultant").
WITNESSETH
In consideration of the mutual covenants contained herein, the Company and
the Consultant hereby agree as follows:
1. Consulting Responsibilities.
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Effective as of May 28, 1996, the Company hereby retains the Consultant as
a consultant to the Company. This consulting capacity shall be in addition
to the Consultant's responsibilities as Chairman of the Board and outside
director of the Company's Board of Directors. The Consultant's consulting
duties shall be under the direction of the President and Chief Executive
Officer and shall include, without limitation:
(a) Advising the Company on relationships with the FDA in connection with
the preparation for clinical trials and other matters.
(b) Working with the NIH and other government agencies on behalf of the
Company.
(c) Serving on the IBA Board of Directors in an individual capacity and as
a representative of the Company.
(d) Meeting with investor groups about the Company.
(e) Undertaking specific projects for the Company at the request of the
Company's Board of Directors.
The Consultant agrees to devote as much time to the Company as is
reasonably necessary for the performance of these duties.
2. Compensation; Expenses.
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(a) In consideration for serving as an outside director, the Consultant
shall receive the same monetary and stock option compensation as that
received by other outside directors of the Company.
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(b) In consideration for serving as Chairman of the Board for so long as
the Consultant shall so serve, the Consultant shall receive the sum of
$30,000 per year or such other amount as shall be determined by the
Board of Directors from time to time, in its sole discretion.
(c) In consideration for serving as consultant to the Company in
accordance with this Agreement, the Consultant shall receive the sum
of $30,000 per year payable in twelve equal installments of $2,500 on
the first business day of each month. At any time during the term of
this Agreement, the Board of Directors, in its sole discretion, may
increase or decrease the amount of consideration paid to the
Consultant for his consulting duties.
(d) The Company shall reimburse the Consultant for reasonable travel,
lodging and meal expenses incurred by him in connection with the
performance of his consulting duties in accordance with the Company's
reimbursement policies applicable at the time, and shall be entitled
to the use of secretarial services at the Company consistent with his
consulting duties for the Company.
3. Confidentiality; Inventions.
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(a) Beginning on the date hereof and at any time hereafter, the Consultant
shall treat as confidential any proprietary, confidential or secret
information relating to the business or interests of the Company,
including, without limitation, its organizational structure,
operations, business plans, technical secrets, projects, research data
or result, inventions, trade secrets, projects, research data or
results, inventions, trade secrets, customer lists or other work
product developed by or for the Company whether on the premises of the
Company or elsewhere ("Confidential Information"). Beginning on the
date hereof and at any time hereafter, the Consultant shall not
disclose in any manner or in any forum or make use of in any way or
manner any Confidential Information other than in performing the
services required of him under this Agreement or as required by law,
without the prior written consent of the Company. The provisions of
this Subparagraph (a) shall not apply to any Confidential Information
which is (i) publicly known under circumstances involving no breach of
this Agreement or (ii) lawfully and in good faith made available to
the Consultant by a third party without restrictions as to disclosure.
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(b) Any and all inventions and discoveries, whether or not patentable,
which the Consultant conceives or makes during the term of this
Agreement and any extensions thereof, and which are a direct result of
work performed hereunder, shall be the sole and exclusive property of
the Company. The Consultant shall promptly execute any and all
applications, assignments or other instruments which an officer of the
Company or its Board of Directors shall deem necessary or useful in
order to apply for and obtain Letters Patent in the United States and
all foreign countries for said inventions and discoveries and in order
to assign and convey to the Company the sole and exclusive right,
title and interest in and to said inventions, discoveries, patent
applications and patents thereon. The Company will bear the cost of
preparation of all such patent applications and assignments, and the
cost of prosecution of all such patent applications in the United
States Patent Office and in the patent offices of foreign countries.
4. Conflict of Interest.
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The Consultant represents that execution of this Agreement and the
performance of the consulting services hereunder does not and will not
breach any other agreement, arrangement, obligation, understanding or
employment relationship with a third party. During the term of this
Agreement, the Consultant agrees not to enter into any consulting or
employment relationship with a third party that directly relates to the
products under development at the Company.
5. Term and Termination.
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This Agreement shall be effective as of May 28, 1996 and shall expire on
May 29, 1999 (the "Expiration Date") unless extended by mutual agreement in
writing. The Consultant, in his sole discretion, may terminate this
Agreement upon sixty (60) days written notice to the Company. The Company
may not terminate this Agreement before the Expiration Date. Expiration or
termination of this Agreement for consulting services shall have no impact
on the Consultant's rights and obligations as a member of the Board of
Directors of the Company.
6. Governing Law.
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This Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
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Xxxxx X. Xxxxx
T CELL SCIENCES, INC.
By:________________________
Una X. Xxxx, Ph.D.
President and
Chief Executive Officer
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