Consulting Agreement - BioMedicines Inc. and Hana Berger Moran
Agreement ("AGREEMENT") dated 1 May, 1999 between Dr. Hana Berger Moran
("CONSULTANT") and BioMedlcines, Inc. ("BIOMEDICINES"), a Delaware corporation
having an address for purposes of this AGREEMENT at 1301 Marina Village Parkway,
Suite 200. Alameda, CA, 94501.
BIOMEDICINES and CONSULTANT (each a party ["PARTY"] to the AGREEMENT) intend to
establish a consulting relationship and each PARTY has therefore entered into
this AGREEMENT in order to define the terms of the consulting relationship.
WHEREAS, CONSULTANT is knowledgeable in developmental and regulatory matters of
importance to the advancement of the business of BIOMEDICINES; and
WHEREAS, BIOMEDICINES desires that it be able to utilize CONSULTANT's expertise
in advancing its drug development programs and business development activities;
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth the PARTIES hereby agree as follows:
1. CONSULTANT ACTIVITIES
BIOMEDICINES agrees to contract with CONSULTANT for the provision of the
following services by CONSULTANT to BIOMEDICINES:
- creation and execution of drug development and regulatory strategies for
current or new drugs
- preparation of drug development and regulatory documentation or reports for
regulatory authorities in one or more countries or geographic areas
- preparation for and the conduct of meetings with regulatory authorities
worldwide
- advising and assisting the company with respect to establishing, monitoring
and complying with the requirements of current Good Manufacturing
Practices, Good Laboratories Practices, and Good Clinical Practices
worldwide
- advising BIOMEDICINES with respect to the worldwide harmonization of
regulatory guidelines
- assisting BIOMEDICINES in becoming and remaining knowledgeable with respect
to current regulatory guidelines, particularly with regard to the U.S. Food
and Drug Administration
- preparing for, attending and participating in project team meetings
- evaluating new product candidates from developmental and regulatory
perspectives
- other such drug or business development activities for which the
CONSULTANT's services are requested from time to time and which are
otherwise mutually agreed.
CONSULTANT and BIOMEDICINES agree that services described above shall be
rendered in a manner, place and timeframe reasonably and mutually agreed by the
PARTIES.
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BIOMEDICINES agrees that payment to CONSULTANT for requested services shall be
made in accordance with the following schedule:
A maximal daily fee of two thousand dollars ($2,000.00) will be paid for each
full day of consultations provided to BIOMEDICINES for services physically
rendered in the North American continent, adjusted pro rata (i.e.,
$250.00/hour).
A maximal daily fee of two thousand eight hundred dollars ($2,800.00) will be
paid for each full day of consultations provided to BIOMEDICINES for services
physically rendered outside of the North American continent, adjusted pro rata
(i.e., $350.00/hour).
CONSULTANT will also receive compensation at one-half the stated standard hourly
rates for the actual hours devoted to air travel on behalf of BIOMEDICINES. Such
compensation during air travel will, therefore, not exceed one thousand dollars
($1.000.00) per day for travel originating and terminating within the North
American continent or fourteen hundred dollars ($1,400.00) per day for travel
originating or terminating outside the North American continent. In addition,
however, such compensation shall be due if and only if such hours of air travel
are devoted to BIOMEDICINES-related activities such as preparing for
BIOMEDICINES' meetings and the like. Moreover, in no event shall the sum of
consulting- and travel-related fees in any one day exceed the daily maxima of
either $2,000.00 or $2,800.00, as appropriate.
BIOMEDICINES will provide reimbursement for reasonable expenses (air fare, auto
rental or public transport, meals, telephone or fax charges and the like) for
requested travel. BIOMEDICINES will also provide reimbursement for other,
reasonable out-of-pocket expenses as negotiated on a case-by-case basis with the
BIOMEDICINES.
Air travel is to be made with economy (coach) class fares unless CONSULTANT
attends meetings outside of the North American continent on behalf of
BIOMEDICINES in which case business class airfare will be authorized.
In the event that CONSULTANT provides consulting activities to BIOMEDICINES and
to another client during the course of business travel on behalf of
BIOMEDICINES, CONSULTANT also agrees to bill BIOMEDICINES reasonably, equitably
and pro rata for all such travel-related expenses.
CONSULTANT hereby represents that there are no binding agreements to which the
CONSULTANT is a party or by which the CONSULTANT is bound, forbidding or
restricting CONSULTANT's activities herein. In addition, the CONSULTANT consents
to being named as a scientific or regulatory advisor in various reports,
brochures or other documents produced by or on behalf of BIOMEDICINES, including
any and all documents filed with the Food and Drug Administration, other similar
health authorities, the Securities and Exchange Commission or other similar
governmental authorities.
CONSULTANT agrees to keep and regularly submit suitably detailed records of
activities, time and expenses. As appropriate, the specific BIOMEDICINES project
will be identified, the consulting services performed, the date on which said
services were performed, the time required to perform said services, and the
details of any expenses incurred will appear in each such record
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of activities, time, and expenses. Expense items costing in excess of $25.00
should be accompanied by receipts.
CONSULTANT also agrees to meet or otherwise communicate, as reasonably requested
by BIOMEDICINES, as least bi-weekly with a designated representative of
BIOMEDICINES to review and to discuss past and/or future consulting activities.
BIOMEDICINES is free to terminate the AGREEMENT at any time for any reason by
providing thirty (30) days' written notice to CONSULTANT. BIOMEDICINES agrees to
pay for any work completed by CONSULTANT on behalf of BIOMEDICINES but not yet
paid prior to such termination.
CONSULTANT is free to terminate the AGREEMENT with thirty (30) days' written
notice. CONSULTANT agrees to deliver all work previously committed by CONSULTANT
and all opinions or other work for which any payment has already been received.
2. CONFIDENTIAL INFORMATION
A separate confidentiality agreement has been executed and is incorporated
herein.
3. OWNERSHIP OF INVENTIONS
In consideration for the compensation paid to CONSULTANT by BIOMEDICINES as
described in Section 1, CONSULTANT hereby assigns to BIOMEDICINES all
CONSULTANT's rights, title and interest in all inventions which arise from
CONSULTANT's activities for BIOMEDICINES hereunder, and agrees to cooperate
fully in the prosecution of any patent application resulting from any such
invention, at the expense of BIOMEDICINES, which cooperation shall include
executing any necessary documents in connection therewith. CONSULTANT shall be
paid the standard fees described herein for such activities on behalf of
BIOMEDICINES. CONSULTANT further acknowledges that potentially patentable
concepts may be disclosed to CONSULTANT by BIOMEDICINES during the course of the
AGREEMENT and that such disclosure is confidential as defined in the existing
confidentiality agreement.
4. ADVISORY ROLE AND INDEMNIFICATION
BIOMEDICINES acknowledges that unless otherwise specifically agreed CONSULTANT's
role is advisory in nature and that BIOMEDICINES remains free to accept or
reject CONSULTANT's recommendations or advice. BIOMEDICINES also remains free to
use or not to use any document(s) prepared by CONSULTANT on behalf of
BIOMEDICINES. BIOMEDICINES accepts full responsibility for accepting
CONSULTANT's advice or for using any documents prepared by CONSULTANT.
Furthermore, BIOMEDICINES will indemnify and defend CONSULTANT against any and
all actions against CONSULTANT that arise directly or indirectly from
CONSULTANT's activities on behalf of BIOMEDICINES. provided, however, that such
indemnification shall not extend to any illegal or unlawful actions by
CONSULTANT.
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Notwithstanding the foregoing of this Section 4, however, in the event that
BIOMEDICINES shall subsequently request CONSULTANT to serve as an agent
("AGENT") of BIOMEDICINES and CONSULTANT shall so agree. CONSULTANT shall be
indemnified and entitled to the same privileges and protection as would be
afforded a BIOMEDICINES employee performing those actions undertaken by
CONSULTANT when acting as AGENT for BIOMEDICINES.
5. MISCELLANEOUS
(a) This AGREEMENT supersedes all prior consulting agreements, written or
oral, between the parties hereto relating to consulting activities on behalf of
BIOMEDICINES. This AGREEMENT does not supersede the separate or, confidentiality
agreement. This AGREEMENT may not be modified, changes or discharged, in whole
or in part, except by a written agreement signed by both parties.
(b) This AGREEMENT will be binding upon and inure to the benefit of the
parties and their respective heirs, successors and assigns.
(c) This AGREEMENT shall be construed and interpreted in accordance with
the laws of the State of California for contracts entered into and performed
solely in California.
(d) The provisions of this AGREEMENT are necessary for the protection of
the business interests and good will of the parties and are considered by the
parties to be reasonable for such purpose. The CONSULTANT agrees that any breach
of this AGREEMENT will cause the BIOMEDICINES substantial and irreparable harm.
and therefore, in the event of any such breach, in addition to other remedies
which may be available. the BIOMEDICINES shall have the right to seek specific
performance and other injunctive and equitable relief.
(e) The provisions of this AGREEMENT relating to confidentiality,
assignment of inventions, anti cooperation during patent prosecution shall
survive any termination or expiration hereof.
EXECUTED as of the date written above.
for BIOMEDICINES for CONSULTANT
/s/ Brian G. Atwood /s/ Hana Berger Moran
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signature signature
Brian G. Atwood Hana Berger Moran, Ph.D.
Chairman
SSN: - -
Address: 55 Orinda View Rd.,
Orinda, CA 94563
Telephone: 925-299-1963
Fax: 925-299-0349
4.