Consulting Services Agreement - Sequenom Inc. and Lindsay Farrer
SEQUENOM, INC. SEQUENOM Sequenom GmbH
11555 Sorrento Valley Road LOGO Mendelssohnstrasse 15 D
San Diego, CA 92121-1331 USA D-22761 Hamburg Germany
Tel. +1-619-350-0345 Tel. +49-40-899676-0
Fax. +1-619-350-0344 Fax. +49-40-899676-10
www.sequenom.com www.sequenom.com
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is entered into this first day of March, by and between
Sequenom, Inc. (the "Company") and Dr. Lindsay Farrer ("Consultant").
NOW, THEREFORE, it is agreed as follows:
1. Definitions: As used herein:
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(a) The term "Products" shall mean the devices, if any, proposed to be
developed by, or with the assistance of, Consultant hereunder as
defined, and with the specifications set forth in Exhibit hereto.
(b) The term "Technology" shall mean the results and product (interim
and/or final) of the consulting services performed by Consultant
hereunder, whether tangible or intangible, including, without
limitation, each and every invention, formula, trade secret, software
program (including without limitation, object code, source code, flow
charts, algorithms and related documentation), listing, routine,
manual, specification, technique, product, concept, know-how, or
similar property, whether or not patentable or copyrightable and
whether or not embodied in any Products, that are made, developed,
perfected, designed, conceived or first reduced to practice by
Consultant, either solely or jointly with others, in the course and
scope of the consulting services performed hereunder.
2. Engagement and Performance of Services
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(a) Engagement. The Company hereby engages Consultant to perform
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consulting services in accordance with the terms and conditions of
this agreement. The specific task and services to be performed by
Consultant are set forth on Exhibit A attached hereto. If such
services include the development of specific Products, the
specifications of such Products are as set forth on Exhibit A
attached hereto.
(b) Facilities, Equipment and Supplies. The Consultant shall provide,
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at his own cost, supplies necessary to perform the consulting
services hereunder.
(c) Other Services. The Company acknowledges and agrees that,
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subject to its obligations hereunder, Consultant shall have the
right to engage in research and development and consulting
activities for himself and others during the term of this
Agreement; provided, however, that Consultant
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shall not perform any consulting services for an actual or
potential competitor of the Company during the term of this
agreement.
(d) Duration of Services. The Company and the Consultant recognize
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that duration of services will not exceed one (1) year.
(e) Compensation. As compensation for the consulting services
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provided by Consultant hereunder, the Company shall pay to
Consultant *** agreement that the project must not exceed ***. In
addition Consultant will receive ***.
(f) Expenses. In addition to the compensation specified in
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subsection 2 (d), the Company will pay reasonable out of pocket
expenses incurred by Consultant and approved in advance by the
Company in the furtherance of or in connection with the
performance of consulting services hereunder.
(g) No Violation of Other's Rights. Consultant represents and
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warrants that in the course of performing services hereunder
Consultant will not infringe or wrongly appropriate any patents,
copyrights, trade secret rights, or other intellectual property
rights of any person or entity anywhere in the world.
3. Protection of Confidential Information. On or before the date hereof,
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the Company and the Consultant shall have entered into a separate
agreement regarding Consultant's use of confidential information.
4. Property Rights. All right, title and interest in and to the Products
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(if any) and the Technology shall at all times be and remain the sole
and exclusive property of the Company, and the Products and the
Technology shall be deemed to be works made for hire. The parties
agree that any patents, trademarks or copyrights that may issue
relating to any of the Products or the Technology shall be in the name
of and assigned to the Company. If the Consultant is acting on the
behalf of his employer then any Agreement between the employer and
Company shall take precedence.
5. Term and Termination. The terms of this agreement may be terminated
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at any time. The provisions of Sections 3 and 4 hereof shall survive
the termination of this Agreement.
6. Miscellaneous.
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(a) Relationships of Parties. Consultant shall at all time during
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the performance of his services hereunder be an independent
contractor, maintaining sole and exclusive control over its
business and operations. At no time will either party hold itself
out to be the agent, employee, lessee, sublessee, partner or joint
venturer of the other party. Neither party hereto shall have the
express or implied right or authority to assume or
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the commission.
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create any obligation on behalf of or in the name of the other
party, or to bind the other party in regard to any contract,
agreement or undertaking with any third party.
(b) Entire Agreement. This Agreement, together with the exhibits
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attached hereto, constitutes the entire agreement between the
parties relating to the subject matter hereof and supersedes all
prior written or oral negotiations, representations or agreements.
No modification of this Agreement shall be binding on either party
unless it is in writing and signed by both parties.
(c) Severability. The provisions of this Agreement are severable,
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and if one or more provisions are judicially determined to be
illegal or otherwise unenforceable, in whole or in part, the
remaining provisions or portions of this Agreement shall
nevertheless be binding on and enforceable by and between the
parties hereto.
(d) Assignment. This Agreement shall inure to the benefit of and be
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binding upon the successors and assigns the parties hereto;
provided, however, that Consultant shall not transfer or assign
this Agreement without the prior written consent of the Company.
(e) Governing Law. The rights and obligations of the parties to this
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agreement shall be governed by and construed in accordance with
the laws of California.
(f) Headings. Section headings are for convenience of reference only
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and shall not be considered in the interpretation of this
Agreement.
(g) Unavoidable Delays. Either party shall be excused for any delays
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or defaults in the performance of this Agreement (except the
payment of amounts due and payable hereunder) unavoidably caused
by the act of the other, the act of any agent of the other, the
act of any governmental authority, acts of God, the elements, war,
litigation, strikes, walkouts, or any other cause beyond
reasonable control. Each party shall use all reasonable diligence
to avoid any such delay or default and to resume performance under
this Agreement as soon as practicable after such delay or default.
(h) Notices. All notices, requests, demands and other communications
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to be given pursuant to this Agreement shall be in writing and
shall be deemed to have been duly given if delivered by hand or
mailed by registered or certified mail, return receipt same day by
First Class mail, postage prepaid, or by dispatch by an
internationally recognized express courier service, and in each
case addressed as follows:
If to Consultant: Dr. Lindsay Farrer
---------------- Chief, Genetics Program
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Boston University School Of Medicine
715 Albany Street
Boston, MA 02118
If to the Company: Sequenom, Inc.
----------------- 11555 Sorrento Valley Road
San Diego, CA 92121
Attn: Dr. Andi Braun
VP R&D - Medical Applications
or such other address as either party hereto shall have designated by
notice in writing to the other party.
(i) Attorneys' Fees and Costs. Should litigation arise concerning
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the enforcement or interpretation of this Agreement, the
prevailing party shall be entitled to recover its reasonable
attorney's fees and costs as determined by the court.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.
SEQUENOM, INC. CONSULTANT:
By: /s/ A. Braun /s/ Lindsay Farrer
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Title: VP R&D-Med Appl. Dr. Lindsay Farrer
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EXHIBIT A
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The term of the Agreement shall be the period from March 1, 1999 to February 28,
2000, subject to termination in accordance with section 5.
DESCRIPTION OF SERVICES AND TASKS
The consultant will:
1. Provide advice and technical assistance to Sequenom on *** San Diego,
including *** for computing.
2. Provide supervision of ***.
3. Assist in *** projects conducted within Sequenom but also together with
third parties. If the Consultant is acting on the behalf of his employer
then any Agreement between the employer and Sequenom shall take precedence.
4. Make every reasonable effort to regular communications with Sequenom
personnel via phone, fax, courier, or normal mail and spend up to three
times for at least 2 days in Sequenom San Diego.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the commission.