Sample Business Contracts

Consulting Agreement - Athena Neurosciences Inc. and Dennis J. Selkoe

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                              CONSULTING AGREEMENT

     This Consulting Agreement, made as of this the first day of July, 1986, is
between ATHENA NEUROSCIENCES, INC., a Delaware corporation, (hereinafter
"COMPANY"), having principal offices in care of Fairfield Venture Partners,
650 Town Center Drive, Suite 810, Costa Mesa, California 92626, and DENNIS J.
SELKOE, M.D., (hereinafter "CONSULTANT"), having an address at 166 Moss Hill
Road, Jamaica Plain, Massachusetts 02130.

     The following terms and conditions will govern the parties to this

     1.   Prior and Other Work of Consultant.

          (a)  CONSULTANT is a member of the Professional Staff of Brigham and
               Women's Hospital ("Brigham"), is a member of the Faculty of
               Medicine of Harvard University ("Harvard"), is responsible for a
               variety of clinical and research duties, and is subject to all
               requirements imposed by the following instruments, warranted by
               CONSULTANT to be in force on the Effective Date (as hereinafter
               defined), a copy of each of which is attached hereto and made a
               part hereof: (a) Brigham and Women's Hospital Patent Policy, (b)
               Brigham's Statement of Policy on Consulting Agreements, and (c) a
               certain Brigham and Women's Hospital Participation Agreement,
               dated March 16, 1986 between Brigham and the CONSULTANT (all of


               which individually or collectively are referred to hereinafter as

          (b)  Subject to his obligations under the instruments, the CONSULTANT
               hereby warrants that he is free to enter into this Agreement with
               the COMPANY and to provide the consulting services required
               hereunder and the CONSULTANT represents that he is not a party to
               any existing agreement which would prevent his entering into this
               Agreement or which would affect the COMPANY'S rights or the
               CONSULTANT'S duties under this Agreement.

          (c)  The CONSULTANT advises the COMPANY that the CONSULTANT is a
               member of the professional staff of Brigham and the faculty of
               Harvard, as described above, and that to his best knowledge and
               belief, this Agreement is not in conflict with the patent and
               copyright policy of Brigham or Harvard, if any, or in conflict
               with the instruments or any of the CONSULTANT'S commitments
               thereunder. The CONSULTANT agrees to use his best efforts to (i)
               segregate work done under this Agreement from his work done for
               Brigham or Harvard, as the case may be, so as to minimize any
               questions of disclosure of, or rights under, any inventions to
               Brigham or Harvard, as the case may be, and (ii) assist the
               COMPANY and Brigham or Harvard, as the case may



               be, in fairly resolving any such questions which may arise.

          (d)  The CONSULTANT agrees that for the term of this Agreement, and
               for a period of six (6) months thereafter, the CONSULTANT will
               not, without the prior written consent of the COMPANY, enter into
               any agreement with anyone other than the COMPANY to consult or
               otherwise render services in the Field (as hereinafter defined),
               provided that this Agreement shall not abrogate the CONSULTANT'S
               obligations to Brigham or Harvard. During the term of this
               Agreement, and for a period of six (6) months thereafter,
               CONSULTANT will not (i) own, manage, operate or control, or
               participate in the ownership, management, operation or control of
               (except that, for purposes of this subparagraph, an ownership
               interest of one percent (1%) or less of a corporation with a
               class of securities registered under the Securities Act of 1934,
               as amended, shall not be prohibited), or (ii) be associated with
               as a director, officer, employee, partner or consultant (whether
               or not for compensation), or (iii) permit the use of his name in
               connection with any corporation, partnership, joint venture, sole
               proprietorship or any other form of business which is or will be,
               directly or indirectly,


               selling products or services in the Field (as hereinafter
               defined). Before performing any services for others, as a
               consultant or otherwise, in the Field other than the services
               required by his principal employment, CONSULTANT shall, during
               the term of this Agreement, and for a period of six (6) months
               thereafter, notify the COMPANY of the general nature of the
               services to be performed and the party for whom they will be
               performed, in order that the COMPANY may determine whether a
               conflict of interest may arise.

          (e)  The CONSULTANT agrees not to disclose to the COMPANY any trade
               secrets or other information which he does not have the right to
               disclose, and which the COMPANY is not free to use without
               liability of any kind. The CONSULTANT further agrees to inform
               the COMPANY of any patents, known to him, which the COMPANY may
               be in a position to violate as a result of information provided
               by the CONSULTANT. Consistent with and during the term of this
               Agreement, the CONSULTANT agrees to inform the COMPANY of any
               other research he is involved in which is or becomes directly
               within the scope of the work described on Appendix A attached
               hereto and related to the


               subject matter of this Agreement. It is understood and agreed
               that as a member of the professional staff of Brigham, CONSULTANT
               is responsible to disclose to Brigham any discovery or inventions
               made by him as defined in the Brigham Participation Agreement and
               to file this present Consulting Agreement with Brigham, before
               execution hereof, in order that Brigham can fully comply with its
               contractual obligations and commitments.

     2.   Term. Effective as of the date this Consulting Agreement is executed
by CONSULTANT ("Effective Date"), and continuing for the next following year
(365 days), CONSULTANT shall serve as a consultant and scientific advisor to
COMPANY within the field of research and clinical practice pertaining to
diagnostic strategies relating to Alzheimer's Disease, as and to the extent
described on the attached Appendix A (hereinafter "Field"), and also including
such other work as hereinafter from time to time may be designated by the
parties in writing to be part of the Field, to the extent his commitments to
Brigham and Harvard do not preclude such engagement. This Agreement shall renew
automatically for consecutive one-year (365 day) terms, unless either party
notifies the other at least 60 days prior to any anniversary of the Effective
Date hereof of an intent not to renew under the terms hereof.



     3.   Role. CONSULTANT shall make himself personally available to COMPANY to
the extent set forth in Appendix A during the term of this Agreement for the
purpose of providing services hereunder at the request of COMPANY. Such
consultations shall be held at such times and locations as may be designated by

     4.   Compensation.

          (a)  As compensation for the services to be performed hereunder,
               COMPANY shall pay CONSULTANT a fee in an amount to be fixed
               annually by agreement between COMPANY and CONSULTANT. Such
               Compensation shall be in accordance with a budget prepared by
               CONSULTANT and approved by the COMPANY, such budget to be
               approved at least sixty (60) days prior to the commencement of
               any renewal term thereof.

          (b)  COMPANY shall also reimburse CONSULTANT for all reasonable travel
               and other expenses incurred upon its behalf and when authorized
               in advance by COMPANY. Such expenses shall be confirmed by
               appropriate receipts and shall be submitted in accordance with
               COMPANY'S standard expense account procedure.

     5.   Duties of CONSULTANT. The responsibilities of CONSULTANT shall consist

          (a)  providing the services in the Field described in


               Appendix A toward the objective of developing inventions of
               commercial value to COMPANY, and reporting thereon as requested
               by COMPANY; and

          (b)  refraining, during the term of this Agreement and for a period of
               one (1) year thereafter, from recruiting or otherwise soliciting
               or inducing any employees of COMPANY or any of its affiliates to
               terminate their relationship with the COMPANY or any of its

Nothing under this paragraph 5 shall:

               (i)  be construed to permit or require the CONSULTANT to
                    disclose, and the CONSULTANT shall not disclose, to COMPANY
                    any information, including without limitation any advice or
                    suggestions regarding any product, product development,
                    formula, or technological or manufacturing process, whether
                    or not relating to the Field, which the CONSULTANT shall be
                    under any duty, express or implied, to Brigham, Harvard or
                    any other person or persons to keep secret, develop or
                    otherwise to deal with; or

               (ii) grant to COMPANY any license under any patent or patent
                    application not expressly assigned or assignable to COMPANY
                    in accordance herewith.


     6.   Inventions, Trade Secrets, Confidential Information. Except as may be
determined otherwise in accordance with sections (a) and (c) of paragraph 1

          (a)  The CONSULTANT agrees to keep confidential, and not to use, other
               than for the purposes of the Agreement, all information furnished
               by the COMPANY and all information developed by the CONSULTANT
               pursuant to this Agreement, except to the extent that such
               information was already known to the CONSULTANT or is, or later
               becomes, publicly known under circumstances involving no breach
               of this Agreement, or other fault of the CONSULTANT, or is
               lawfully furnished to CONSULTANT without restriction or
               disclosure by a third party.

          (b)  The CONSULTANT agrees to keep, separate and segregated from other
               work, all documents, records, notebooks, correspondence, deposits
               of micro-organisms, cells or parts thereof, cell lines, parts and
               progeny thereof, and all products produced thereby, including
               modified or unmodified compounds such as DNA or parts thereof
               whether or not included in a vector or host system which directly
               relate to his consulting work under this Agreement. Subject to
               paragraphs 1 and 5 hereof, all rights, title and interest therein
               shall be in the COMPANY, and upon


               expiration or other termination of this Agreement, all documents,
               records, notebooks, and similar repositories of or containing
               confidential information (the CONSULTANT may retain all copies
               thereof but he will not, except to the extent permitted in
               paragraph 6(a) or with the prior written consent of the COMPANY,
               provide such information to anyone other than the COMPANY for a
               period of three years after the termination of this Agreement,
               unless the COMPANY shall terminate this Agreement) then in
               CONSULTANT'S possession or subject to his control, whether
               prepared by him or others, will be turned over to the COMPANY.

          (c)  CONSULTANT shall promptly disclose any and all concepts, ideas,
               inventions, discoveries or developments, whether or not
               patentable, relating to the Field which become known during the
               term of, or by virtue of, this Consulting Agreement. CONSULTANT
               shall assign to COMPANY or any person or organization designated
               in writing by the COMPANY, at no additional consideration other
               than the consideration for this Consulting Agreement, all of
               CONSULTANT'S right, title and interest in any invention, whether
               or not patentable, in the Field that is conceived or


               first reduced to practice during the provision of the services of
               CONSULTANT to COMPANY during the term of this Consulting
               Agreement, or for a period of 90 days thereafter, whether
               conceived and/or reduced to practice either solely or jointly
               with others. In addition, CONSULTANT shall render all assistance
               reasonably requested by COMPANY, and not of such a nature as to
               impair his obligations to Brigham and Harvard, in order to enable
               COMPANY to file, obtain and enforce any Letters Patent, whether
               foreign or domestic, on said invention, including the execution
               of such papers and documents as may be necessary to obtain
               patents in the United States and abroad, and shall otherwise
               provide full cooperation to COMPANY in obtaining those patents in
               which CONSULTANT is named as an inventor or co-inventor, even
               though such cooperation may be required to take place at a time
               following the expiration and/or termination of this Agreement.
               COMPANY shall promptly reimburse CONSULTANT in providing the
               assistance required by this paragraph upon the submission to
               COMPANY of an itemized statement of such expenses.

          (d)  Nothing contained in this Agreement shall prevent CONSULTANT from
               publishing the results of his



               work in the Field, provided that such publication is made in
               accordance with the procedures set forth in this paragraph 6.
               CONSULTANT shall submit to COMPANY a copy of any early draft of
               any manuscript to be published by CONSULTANT, solely or in
               co-authorship with others, or with scientists in COMPANY'S
               employ, containing information developed during any project
               undertaken pursuant to this Agreement, at least sixty (60) days
               prior to the submission thereof for publication, and to delay
               submission thereof upon written notice from COMPANY for a
               reasonable period not to exceed sixty (60) days to allow COMPANY
               to perfect its interest in any patentable subject matter
               disclosed therein, or otherwise protect the property rights of
               the subject information, in a manner to be determined by the
               COMPANY. At the end of said period the CONSULTANT at his sole
               discretion, shall have the right to submit the manuscript for

          (e)  It is understood and agreed that CONSULTANT shall receive the
               principal scientific credit for any inventions, ideas,
               developments or research results conceived or reduced to practice
               by CONSULTANT, or by COMPANY in consultation with the CONSULTANT,
               relating to an immuno-diagnostic


               test or a DNA probe for Alzheimer's Disease, and the primary
               authorship of any articles, abstracts or other publications by
               the COMPANY or any of its employees relating thereto. The
               scientific responsibility and credit will, however, be shared by
               CONSULTANT and, if appropriate, Dr. Kosik.

          (f)  CONSULTANT, shall use all reasonable efforts to ensure that any
               invention by CONSULTANT which is conceived or reduced to practice
               during the term of this Agreement, which invention relates both
               to CONSULTANT'S work under this Agreement and to CONSULTANT'S
               research is defined under the aforesaid Participation Agreement,
               shall be vested in the COMPANY.

     7.   Miscellaneous.

          (a)  The CONSULTANT shall be deemed to be an independent contractor of
               the COMPANY and not an employee or agent of the COMPANY; the
               CONSULTANT shall have no power to bind or subject the COMPANY to
               liability in any way.

          (b)  Any previous agreements, oral or written, between the COMPANY and
               the CONSULTANT are superseded to the extent that this Agreement
               is inconsistent therewith.

          (c)  This Agreement is to be governed by and construed in accordance
               with the laws of the Commonwealth of Massachusetts.


          (d)  If any one or more of the provisions of this Agreement are held
               to be invalid, illegal or unenforceable in any respect, the
               validity, legality, and enforceability of the remaining
               provisions shall not in any way be affected or impaired thereby;
               but such provisions and/or this Agreement shall be reformed and
               construed so as to be valid, operative, and enforceable to the
               maximum effect allowed in law or in equity.

          (e)  All notices given pursuant to this Agreement shall be in writing
               and shall be deemed to have been sufficiently given if delivered
               by hand or sent by certified or registered mail, postage prepaid,
               addressed to either party hereto at the respective addresses set
               forth at the beginning of this Agreement.

          (f)  COMPANY may assign all rights under this Agreement to any
               successors or assigns of all or substantially all of the business
               of the COMPANY.

          (g)  The COMPANY shall have the right to obtain injunctive relief,
               including, without limitation, specific performance, for breach
               or threatened breach of the terms of paragraphs 1 or 6, and the
               obligations of the CONSULTANT under those paragraphs will survive
               the termination for any reason of this Agreement. It is expressly
               understood and agreed that nothing herein


               contained shall be construed as prohibiting the COMPANY from
               pursuing any other remedies available for such breach or
               threatened breach, including, without limitation, the recovery of
               damages by the COMPANY.

Agreed to and Accepted:

CONSULTANT                              ATHENA NEUROSCIENCES, INC.

/s/ Dennis J. Selkoe                    By: /s/ Authorized Signatory
--------------------                    ----------------------------------
Dennis J. Selkoe

Effective Date:  July 1, 1986