Sample Business Contracts

Consulting Agreement - Aastrom Biosciences Inc. and Stephen G. Emerson

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                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Agreement") is entered into as of July 1,
1995, by and between AASTROM BIOSCIENCES, INC., a Michigan corporation
("Company") and STEPHEN G. EMERSON, M.D., Ph.D. ("Consultant"), with respect to
the following facts:


     A.   Consultant is an employee of the University of Pennsylvania

     B.   Company desires to obtain the consulting services of Consultant, and
          Consultant desires to provide such consulting services, as set forth
          in this Agreement.


     NOW, THEREFORE, the parties agree as follows:

          1.   ENGAGEMENT.  Company hereby appoints Consultant, and Consultant
               hereby accepts such appointment, upon the terms and conditions
               set forth herein.

          2.   ASSIGNMENT.  Consultant is engaged as a consultant for the
               following described assignments:

               2.1  Assist Company in the planning, design, direction,
                    supervision and implementation of Company's research
                    programs and clinical trials.

               2.2  Assist Company with investor relations, financing and other
                    needed presentations.

               2.3  Assist Company in such other matters and areas as may be
                    mutually approved by Consultant and Company.

               Consultant shall perform such consulting services at times and
               places which are mutually convenient to Company and Consultant,
               with Consultant making himself available for at least
               approximately eight (8) hours per month at Company's facility.

          3.   RESTRICTIONS.  Consultant shall not perform any consulting or
               other services for any other commercial party which is engaged in
               research, development, technology, or products which are similar
               to or competing with that of Company.
          4.   COMPENSATION.  As compensation for Consultant performing the
               consulting services pursuant to this Agreement, Company shall pay
               to Consultant a consulting fee of $3,125 (Three Thousand One
               Hundred Twenty Five Dollars) per calendar quarter, payable
               quarterly in arrears, as of the last day of the months of
               September, December, March and June.  Consultant shall be
               entitled to reimbursement for necessary out-of-pocket
               expenditures incurred in the performance of his consulting
               services, but subject to Consultant's obtaining the preapproval
               of Company prior to Consultant incurring said expenditures.

          5.   TERM.  The term of this Agreement shall commence on July 1, 1995,
               and shall continue until June 30, 1996, unless sooner terminated
               in accordance with the provisions hereof.

          6.   TERMINATION.

               6.1  Termination Without Cause.  Either party may terminate this
                    Agreement without cause upon not less than thirty (30) days'
                    prior written notice delivered to the other.  The death of
                    Consultant shall automatically terminate this Agreement.

               6.2  Termination for Cause.  The non-defaulting party shall have
                    the right to terminate this Agreement upon the occurrence of
                    any of the following events, and the expiration of any
                    applicable period of cure:  (a) the failure of Company to
                    make any payment within ten (10) days after the date of
                    receipt of a written notice from Consultant stating that a
                    payment is past due; (b) the failure of Consultant to
                    perform the assignment to the reasonable satisfaction of
                    Company; (c) the failure of a party to comply with any other
                    term or condition of this Agreement, and the expiration of
                    ten (10) days after written notice thereof, specifying the
                    nature of such default, without cure; and (d) any attempt by
                    Consultant to assign or otherwise transfer Consultant's
                    rights hereunder.

          7.   INDEPENDENT CONTRACTOR.  The parties expressly intend and agree
               that Consultant is acting as an independent contractor and not as
               an employee of Company.  Consultant retains sole and absolute
               discretion, control, and judgment in the manner and means of
               carrying out the assignment, except as to the policies and
               procedures set forth herein.  Consultant understands and agrees
               that Consultant shall not be entitled to any of the rights and
               privileges established for Company's employees (if any),
               including but not limited to 
               the following: retirement benefits, medical insurance coverage,
               life insurance coverage, disability insurance coverage, severance
               pay benefits, paid vacation and sick pay, overtime pay, or any of
               them. Consultant understands and agrees that Company will not pay
               or withhold from the compensation paid to Consultant pursuant to
               this Agreement any sums customarily paid or withheld for or on
               behalf of employees for income tax, unemployment insurance,
               social security, workers' compensation or any other withholding
               tax, insurance, or payment pursuant to any law or governmental
               requirement, and all such payments as may be required by law are
               the sole responsibility of Consultant. Consultant agrees to hold
               Company harmless against and indemnify Company for any of such
               payments of liabilities for which Company may become liable with
               respect to such matters. This Agreement shall not be construed as
               a partnership agreement. Company shall have no responsibility for
               any of Consultant 's debts, liabilities or other obligations or
               for the intentional, reckless or negligent acts or omissions of
               Consultant or Consultant's employees or agents.

          8.   CONFIDENTIALITY.

               8.1  Acknowledgment of Proprietary Interest.  Consultant
                    recognizes the proprietary interest of Company in any Trade
                    Secrets of Company.  As used herein, the term "Trade
                    Secrets" includes all of Company's confidential or
                    proprietary information, including without limitation any
                    confidential information of Company encompassed in any
                    reports, investigations, experiments, research or
                    developmental work, inventions, technology, experimental
                    work, work in progress, drawings, designs, plans, proposals,
                    codes, marketing and sales programs, financial projections,
                    cost summaries, pricing formula, and all concepts or ideas,
                    materials or information related to the business, products
                    or sales of the Company or the Company's customers which has
                    not previously been released to the public at large by duly
                    authorized representatives of the Company, whether or not
                    such information would be enforceable as a trade secret or
                    the copying of which would be enjoined or restrained by a
                    court as constituting unfair competition.  Consultant
                    acknowledges and agrees that any and all Trade Secrets of
                    Company, learned by Consultant during the course of the
                    engagement by Company or otherwise, whether developed by
                    Consultant alone or in conjunction with others or otherwise,
                    shall be and is the property of Company.
               8.2  Ownership of Work.  All inventions, patents, discoveries,
                    reports and ideas arising from Consultant's services to
                    Company hereunder shall be the sole property of Company and
                    shall be Company's Trade Secrets.  Consultant agrees to
                    assign and hereby assigns to Company, its successors or
                    assigns, all Consultant's right, title and interest in and
                    to said Trade Secrets, inventions or discoveries and any
                    patent application or letters parent thereon.  Consultant
                    agrees to reasonably cooperate with Company, at no expense
                    to Consultant, to effect such ownership rights.  Consultant
                    hereby irrevocably appoints Company and its officers as his
                    agent and attorney-in-fact to execute and file any patent
                    applications and related documents pertaining to said Trade
                    Secrets if he is deemed to be an "inventor" of an invention
                    which is part of Company's Trade Secrets.

               8.3  Publication.  Any publications and reports by Consultant
                    concerning Consultant's scientific work may be released in
                    accordance with Employer's customary practices, policies and
                    agreements.  Provided, however, Consultant shall not publish
                    any manuscript or other document, solely or in co-authorship
                    with others, pertaining to Company's Trade Secrets or
                    Company's other information attributable to any project
                    undertaken by Company, without Company's prior written

               8.4  Covenant Not to Divulge Trade Secrets.  Consultant
                    acknowledges and agrees that Company is entitled to prevent
                    the disclosure of Trade Secrets of Company.  As a portion of
                    the consideration for the appointment of Consultant and for
                    the compensation being paid to Consultant by company,
                    Consultant agrees at all times during the term of the
                    engagement with Company and thereafter to hold in strictest
                    confidence, and not to disclose or allow to be disclosed to
                    any person, firm or corporation, other than to persons
                    engaged by Company to further the business of Company, and
                    not to use except in the pursuit of the business of Company,
                    Trade Secrets of Company, without the prior written consent
                    of Company, including Trade Secrets developed by Consultant.
               8.5  Return of Materials at Termination.  In the event of any
                    termination of Consultant's appointment, with or without
                    cause, Consultant will promptly deliver to Company all
                    materials, property, documents or other information, or any
                    reproduction or excerpt thereof, belonging to Company or
                    containing or pertaining to any Trade Secrets.

               8.6  Remedies Upon Breach.  In the event of any breach of this
                    Agreement by Consultant, Company shall be entitled, if it so
                    elects, to institute and prosecute proceedings in any court
                    of competent jurisdiction, either in law or in equity, to
                    enjoin Consultant from violating any of the terms of this
                    Agreement, to enforce the specific performance by Consultant
                    of any of the terms of this Agreement, and to obtain
                    damages, or any of them, but nothing herein contained shall
                    be construed to prevent such remedy or combination of
                    remedies as Company may elect to invoke.  The failure of
                    Company to promptly institute legal action upon any breach
                    of this Agreement shall not constitute a waiver of that or
                    any other breach hereof.

          9.   MISCELLANEOUS.

               9.1  Governing Law.  This Agreement shall be interpreted,
                    construed, governed and enforced according to the laws of
                    the State of Michigan.

               9.2  Attorneys' Fees.  In the event of any litigation concerning
                    any controversy, claim or dispute between the parties
                    hereto, arising out of or relating to this Agreement or the
                    breach hereof, or the interpretation hereof, the prevailing
                    party shall be entitled to recover from the losing party
                    reasonable expenses, attorneys' fees, and costs incurred
                    therein or in the enforcement or collection of any judgment
                    or award rendered therein.

               9.3  Amendments.  No amendment or modification of the terms or
                    conditions of this Agreement shall be valid unless in
                    writing and signed by the parties hereto.

               9.4  Successors and Assigns.  The rights and obligations of
                    Company under this Agreement shall inure to the benefit of
                    and shall be binding upon the successors and assigns of
                    Company.  Consultant shall not be 
                    entitled to assign any of Consultant's rights or obligations
                    under this Agreement.

               9.5  Entire Agreement.  This Agreement constitutes the entire
                    agreement between the parties with respect to the
                    appointment of Consultant.

               9.6  Employer Policies.  Consultant represents, warrants and
                    covenants that Consultant's performance of the obligations
                    under this Agreement does not and will not violate the terms
                    of any of Consultant's agreements with Employer or any other

                    IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date set forth above.

COMPANY:                                     CONSULTANT:


By: /s/ R. DOUGLAS ARMSTRONG                 /s/ STEPHEN G. EMERSON
    ---------------------------              -------------------------------
    R. Douglas Armstrong, Ph.D.              Stephen G. Emerson, M.D., Ph.D.
    President and CEO