CONSULTING AGREEMENT
Exhibit 10.11
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into this 3rd day of January, 2005
(“Effective Date”) by and between CATALYST PHARMACEUTICAL PARTNERS, INC., a Florida corporation
with offices located in Coral Gables, Florida (the “Company”), and XXXXXXX X’XXXXXX, an individual
resident of the State of Virginia (the “Consultant”).
In consideration of the mutual representations, warranties, covenants and agreements contained
in this Agreement, the parties hereto agree as follows:
(a) Retention. The Company agrees to engage the Consultant and the Consultant agrees
to accept such engagement to perform services for the Company as a consultant, subject to the terms
and conditions of this Agreement. The parties agree that the services to be rendered hereunder will
be deemed to be provided at the Company’s offices in Coral Gables, Florida, even if Consultant
provides most of these services from his office in Richmond, Virginia.
(b) Engagement Period. The initial term during which the Consultant shall serve as a
consultant to the Company shall commence on the Effective Date hereof and, unless earlier
terminated pursuant to this Agreement, shall continue until June 30, 2005 (the “Initial Term”).
After the Initial Term, this Agreement shall automatically renew for successive six (6) month
periods unless at least thirty (30) days prior to the expiration of the Initial Term, or any
renewal term, either party hereto notifies the other party in writing of his or its intention to
terminate the Agreement (the “Engagement Period”). If such notice of termination is duly given,
the Agreement shall terminate at the end of the then current term.
(c) Duties and Responsibilities. During the Engagement Period, the Consultant shall
act on a part-time basis as a Senior Advisor to the Company. During the Engagement Period, the
Consultant shall be instructed with respect to the Company’s requests for services by the Company’s
Chief Executive Officer. Consultant shall assist the Company in its regulatory strategy, marketing
issues and other corporate issues. Consultant agrees to offer services of approximately 20 hours
per month.
(d) Consulting Fee. In consideration of the Consultant’s services hereunder, during
the Engagement Period, the Consultant shall receive the following consideration:
(i) | a monthly consulting fee of Five Thousand Dollars ($5,000) (the “Consulting Fee”), payable on the first day of each month: Such fee will be paid with $2,500 per month in cash and $2,500 of Company stock valued at $2.00 per share: |
(ii) | the stock options described in (e) below: |
(e) Stock Options. For joining the Company’s Board of Directors and serving as a
consultant, consultant shall be granted stock options to purchase shares of the Company’s
authorized but unissued common stock, as follows:
(i) | five-year options to purchase 100,000 shares of the Company’s common stock at an exercise price of $2.00 per share, which options shall vest immediately; | ||
(ii) | the options granted hereunder shall be evidenced by a stock option agreement on the form generally used by the Company for stock option grants. |
(f) Independent Contractor. The Consultant is an independent contractor of the
Company and is not entitled to any benefits or privileges given or extended by the Company to its
employees. The Consultant acknowledges that he shall be responsible for the collection and payment
of all withholdings, contributions and payroll taxes relating to his services.
(g) Expenses. In addition to the Consulting Fee, during the Engagement Period, the
Consultant shall be reimbursed for documented out-of-pocket expenses properly and reasonably
incurred by him on behalf of or in connection with the business of the Company. Consultant shall
obtain prior consent from the Company’s Chief Executive Officer for expenses exceeding $1,000.00.
(h) Termination. At any time during the Engagement Period, the Company shall have the
right to terminate the Engagement Period and to discharge the Consultant upon delivery of written
notice ninety (90) days prior to the effective date of such termination to the Consultant. Upon any
such termination by the Company, the Consultant shall be entitled to reimbursement of expenses
properly incurred by the Consultant prior to the date of termination and not previously reimbursed.
The Company shall have no further obligations hereunder from and after the date of such
termination, with the exception of paragraphs 1f(ii) above and (2) below.
(a) Consultant is not a party to any existing agreement which would conflict with this
Agreement or prevent Consultant from providing services to Company in accordance with the terms of
this Agreement.
(b) Consultant has received all releases, consents, waivers or other permission required or
necessitated by such agreements in order to permit the Consultant to enter into this Agreement.
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9. Governing Law. This Agreement shall be construed in accordance with and governed
for all purposes by the laws of the State of Florida applicable to contracts executed and to be
wholly performed within such State.
[Signatures on Next Page]
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Company: CATALYST PHARMACEUTICAL PARTNERS, INC., a Florida corporation |
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By: | /s/ Xxxxxxx X. XxXxxxx | |||
Xxxxxxx X. XxXxxxx, President | ||||
Consultant: |
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/s/ Xxxxxxx X’Xxxxxx | ||||
Xxxxxxx X’Xxxxxx | ||||
Consultant’s Address for Notices: |
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EXHIBIT I
In connection with the engagement of Consultant to advise and assist with the matters set forth in
this Agreement, the Company hereby agrees to indemnify and hold harmless Consultant (hereinafter
called the “Indemnified Person”), to the full extent permitted by law, from and against all losses,
claims, damages, liabilities and expenses incurred by him as they are incurred (including but not
limited to reasonable fees and disbursements of counsel) which: (a) are reasonably related to or
arise out of actions taken or omitted to be taken (including statements made or omitted to be made)
by the Company or by the Indemnified Person (i) with the Company’s consent, or (ii) in conformity
with the Company’s actions or omissions in connection with Consultant’s engagement; or, (b) are
otherwise reasonably related to or arise out of Consultant’s activities on the Company’s behalf
under Consultant’s engagement pursuant to this Agreement.
The Company will not be responsible, however, for any loss, claim, damage, liability or
expense pursuant to clause (b) above to the extent it is finally judicially determined to have
resulted from the willful misconduct or gross negligence by the
Indemnified Party. The Company agrees that Indemnified Person shall
not have any liability to the Company in connection with such
engagement.
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