Consulting Agreement - TolerRx Inc. and Herman Waldmann
DATED October 27, 2000
(1) TOLERRX, INC.
(2) PROFESSOR HERMAN WALDMANN
Consulting Agreement
<Page>
THIS CONSULTING AGREEMENT ("Agreement") is entered into as of October 27, 2000
("Effective Date") by and between TolerRx, Inc., a Delaware corporation having
its principal place of business at 84 Berkeley St, Boston, Massachusetts,
02116, USA ("Company"), and Herman Waldmann of 4 Apsley Road, Oxford OX27QY.
United Kingdom ("Consultant").
1. CONSULTING SERVICES
1.1 Subject to and upon the terms and conditions set forth in this
Agreement, the Company hereby retains the Consultant, and the
Consultant hereby agrees to provide to the Company the Consulting
Services defined in Section 1.2. In rendering the Consulting
Services hereunder, the Consultant shall act solely as an
independent contractor, and this Agreement shall not be construed to
create any employee/employer or principal/agent relationship between
the Consultant and the Company.
1.2 During the Term (as defined in Section 4.1 below) of this Agreement,
it is hereby acknowledged and agreed by the Company and the
Consultant that the Consultant's consulting services (the
"Consulting Services") shall be: (i) chairing and attending meetings
of the Company's Scientific Advisory Board no less than 4 times per
year and no more than 6 times per year, (ii) serving as a
nonexecutive member of the Board of Directors, and (iii) such
consulting and technical advisory services as shall be reasonably
requested from time to time by the President or the Board of
Directors of the Company in the field of investigation and
commercial development of therapies with the intended purpose of
inducing immunotolerance using antibodies against antigens CD4 and
CD8 and the regulatory mechanisms associated with these forms of
immunotolerance ("the Field"). This Field may be changed or expanded
through a written amendment to this Agreement and subject to the
consent of the Consultant's employer, the University of Oxford.
1.3 During the Term of this Agreement, the Consultant will devote the
time equivalent of fifteen (15) working days per year (which
includes time spent in attendance at Scientific Advisory Board
meetings and up to ten (10) visits to the Company) in the
performance of the Consulting Services.
1.4 The Consultant shall provide the Consulting Services hereunder at
such times and locations as are mutually agreed upon by the
Consultant and the Company; provided, however, that the Consultant
shall not provide such Consulting Services at the University of
Oxford, or at the offices or facilities of any future employer of
the Consultant, or of any other person to whom the Consultant
provides consulting services, unless otherwise specified in any
development agreement, license agreement or other agreement between
the Company, on one hand, and the University of Oxford or such other
employer or person, on the other hand, or unless the parties agree
otherwise.
1.5 It is understood and agreed that, during the Term and subject to the
provisions of Section 10, the Consultant may not be involved in any
capacity in other businesses, endeavours and undertakings, except
for his consulting relationships
<Page>
with Millennium Pharmaceuticals, Inc., Nextran, Inc. and any venture
capitalist companies or firms and except for his employment role at
the University of Oxford, and provided that the Consultant may be
involved with not-for-profit organisations and professional
societies and may allocate time to academic appointments. In
addition the Company agrees that the Consultant shall be allowed
until 31 December 2000 to terminate his consultancies with Peptor,
Ltd. and XTL Pharmaceuticals and the period until 31 December 2001
to terminate his consultancy with Xoma Corporation.
1.6 It is hereby expressly acknowledged and agreed by the Company and
the Consultant that, in determining and mutually agreeing upon the
times and locations for the performance by the Consultant of his
consulting services to the Company, due consideration shall be given
to the Consultant's commitments to the University of Oxford or any
future employer of the Consultant or to any of the other permitted
activities referred to in Section 1.5. The Company shall use its
best efforts to schedule such times and locations so as to avoid any
conflict with the Consultant's obligations to the University of
Oxford or any future employer of the Consultant or any of such other
business endeavours or undertakings and in relation to the
Consultant's obligations to the University of Oxford, those
obligations shall take precedence over obligations to the Company.
2. COMPENSATION
2.1 Subject to the provisions of this Section 2.1, the Company shall, so
long as the Consultant is providing the Consulting Services to the
Company under this Agreement, pay the Consultant a consulting fee in
an amount equal to $80,000.00 per year (the "Consulting Fee") which
amount is to be paid in arrears in equal quarterly instalments,
commencing within thirty days of the Company receiving proceeds from
a debt, convertible debt or equity financing of not less than
$2,000,000.
2.2 The company will not withhold any tax or Social Security payments
due from the Consultant to any governmental taxing authority. The
Consultant hereby agrees that he or she will promptly pay all taxes
and fees upon the income he or she has earned from the Company, and
will indemnify and hold the Company harmless against the claims of
any governmental taxing authority made in connection with the
revenue derived by the Consultant under this Agreement.
2.3 Except for the Consulting Fee provided for under this Section 2
(payment of which is subject to the provisions of Section 2.1) and
the expense reimbursement provided pursuant to Section 3, the
Company shall have no obligation to provide any other compensation
to the Consultant with respect to the Consulting Services rendered
by the Consultant to the Company.
3. EXPENSES
The Company shall reimburse the Consultant for any actual expenses incurred
by the Consultant while rendering the Consulting Services under this
Agreement so long as such expenses are reasonable and necessary,
appropriately documented, and, where feasible, approved in advance by the
Company.
<Page>
4. TERM; TERMINATION
4.1 This Agreement shall take effect as of the Effective Date and shall
continue thereafter in full force and effect until terminated in
accordance with the provisions of Section 4.2-4.3 or otherwise
provided that permission for the continuance of this Agreement must
be obtained from the Consultant's employer in advance on an annual
basis and failure to obtain such permission shall result in
termination of this Agreement on the day before the next anniversary
of this Agreement. For the purposes of this Agreement, the period
commencing on the Effective Date and ending on the effective date of
termination shall be referred to as the "Term". The Consultant shall
begin providing the Consulting Services to the Company on the
Effective Date.
4.2 This Agreement and the Consulting Services provided by the
Consultant hereunder shall terminate immediately upon the
Consultant's death (but without prejudice to any accrued rights of
the Consultant).
4.3 This Agreement and the Consulting Services provided by the
Consultant hereunder may be terminated at any time by either the
Consultant or the Company for any reason or no reason by giving at
least thirty (30) days' prior written notice of termination to the
other party.
4.4 The provisions of Sections 5, 6.1, 6.3, 7, 8, 9, 10, 11 and 12 shall
survive the termination of this Agreement.
5. CONFIDENTIAL INFORMATION
5.1 For purposes of this Agreement, the term "Confidential Information"
shall mean (i) confidential information, knowledge or data of the
Company; (ii) trade secrets of the Company; and (iii) any other
information of the Company disclosed to the Consultant or to which
the Consultant is given access by the Company during the Term.
Without limiting the generality of the foregoing, the term
Confidential Information shall include
5.1.1 all inventions, improvements, developments, ideas,
processes, prototypes, plans, drawings, designs, models,
formulations, specifications, methods, techniques,
shop-practices, discoveries, innovations, creations,
technologies, formulae, algorithms, data, computer
databases, reports, laboratory notebooks, papers, writings,
photographs, source and object codes, software programs,
other works of authorship, know-how, patents, trademarks and
copyrights (including all records pertaining to any of the
foregoing), whether or not reduced to writing and whether or
not patented or patentable or registered or registrable
under patent, copyright, trademark or similar statute, that
are owned by the Company or that are required to be assigned
to the Company by any person, including, without limitation,
any employee or consultant of the Company, or that are
licensed to the Company by any person (collectively,
"Inventions");
5.1.2 information regarding the Company's plans for research and
development or for new products;
<Page>
5.1.3 engineering or manufacturing information proprietary to the
Company or any of its operations or products;
5.1.4 information regarding regulatory matters concerning the
Company;
5.1.5 information regarding any acquisition or strategic alliance
effected by the Company or any proposed acquisition or
strategic alliance being considered by the Company;
5.1.6 information regarding the status or outcome of any
negotiations engaged in by the Company;
5.1.7 information regarding the existence or terms of any contract
entered into by the Company;
5.1.8 information regarding any aspect of the Company's
intellectual property position;
5.1.9 information regarding prices or costs of the Company;
5.1.10 information regarding any aspect of the Company's business
strategy, including, without limitation, the Company's
marketing, selling and distribution strategies;
5.1.11 information regarding customers or suppliers of the Company;
5.1.12 information regarding the skills, compensation and other
terms of employment or engagement of the Company's employees
and consultants;
5.1.13 business plans, budgets, unpublished financial statements
and unpublished financial data of the Company;
5.1.14 information regarding marketing and sales of any actual or
proposed produce or services of the Company; and
5.1.15 any other information that the Company may designate as
confidential.
Provided that it shall be the Company's responsibility to ensure
that it has in place and enforces its own systems for maintenance of
confidentiality in its Confidential Information and that such
Confidential Information is not disclosed to the Consultant except
to the extent reasonably necessary to enable him to perform the
Consulting Services.
5.2 The Consultant acknowledges that, except to the extent otherwise
provided in this Section 5.2 or in Section 5.4, all Confidential
Information disclosed to or acquired by the Consultant may be a
valuable, special, and unique asset of the Company and is to be held
in trust by the Consultant for the Company's sole benefit. Except as
otherwise provided in this Section 5.2 or in Section 5.4, the
Consultant shall use all reasonable endeavours not to, at any time
during or after the Term, use for himself or others, or disclose or
communicate to any person for any reason, any Confidential
Information without the prior written consent of the Company.
Notwithstanding anything in this Section 5.2 to the contrary, it is
<Page>
understood that, (i) except to the extent otherwise expressly
prohibited by the Company the Consultant may disclose or use
Confidential Information in performing the Consulting Services and
(ii) the Consultant may disclose any Confidential Information
pursuant to a request or order of any court or governmental agency,
provided that, if permitted or not prohibited, the Consultant
promptly notifies the Company of any such request or order and
provides reasonable co-operation (at the Company's expense) in the
efforts, if any, of the Company to contest or limit the scope of
such request or order.
5.3 The Consultant acknowledges and agrees that the Company has
received, and may receive in the future, confidential or proprietary
information from third parties ("Third Party Confidential
Information") subject to a duty on the Company's part to maintain
the confidentiality for such Third Party Confidential Information
and to use it only for certain limited purposes. During the Term and
thereafter and provided that such Third Party Confidential
Information is clearly identified to him prior to its disclosure by
the Company, the Consultant shall hold Third Party Confidential
Information in the strictest confidence and will not use or disclose
to anyone any Third Party Confidential Information, unless expressly
authorised in writing by the Company or unless otherwise provided
below in this Section 5.3 or in Section 5.4. Notwithstanding
anything in this Section 5.3 to the contrary, it is understood that,
(i) except to the extent otherwise expressly prohibited by the
Company, the Consultant may disclose or use Confidential Third Party
Information in performing his Consulting Services for the Company
but only to the extent required or reasonably necessary for the
performance of such Consulting Services in the ordinary course and
within the scope of his Consulting Services and (ii) the Consultant
may disclose any Third Party Confidential Information pursuant to a
request or order of any court or governmental agency, provided that,
if permitted or not prohibited, the Consultant promptly notifies the
Company of any such request or order and provides reasonable
co-operation (at the Company's expense) in the efforts, if any, of
the Company to contest or limit the scope of such request or order.
5.4 The Consultant's obligations under Sections 5.2 and 5.3 not to use,
disclose or communicate Confidential Information or Third Party
Confidential Information to any person without the prior written
consent of the Company shall not apply to any Confidential
Information or Third Party Confidential Information which (i) is or
becomes publicly known under circumstances involving no breach by
the Consultant of this Agreement or (ii) was or is approved for
release by the Board or an authorised representative of the Company
or (iii) is known to the Consultant before the Effective Date, and
not impressed already with any obligation of confidentiality to the
Company; or (iv) is independently developed by the Consultant; or
(v) is obtained by the Consultant from a third party in
circumstances where the Consultant has no reason to believe that
there has been a breach of an obligation of confidentiality owed to
the Company.
6. NO IMPROPER DISCLOSURE OR USE OF MATERIALS
6.1 The Consultant shall not improperly use or disclose to or for the
Company's benefit any confidential information or trade secrets of
(i) any former, current or future employers, (ii) any person to whom
the Consultant has previously provided or currently provides
consulting services or (iii) any other person to
<Page>
whom the Consultant owes an obligation of confidentiality. The
Consultant shall not bring onto the premises of the Company any
unpublished documents or any property belonging to any person
referred to in any of the foregoing clauses (i), (ii) and (iii)
unless consented to in writing by such person. Without limiting be
generality of the foregoing, the Consultant shall not disclose to
the Company, and shall not use for the Company's benefit, any
information relating to or arising out of his work conducted at the
University of Oxford, or utilising the funds, personnel, facilities,
materials or other resources of the University of Oxford, until such
information has been published; provided, however, that the
foregoing shall not apply to any and all such information to the
extent that the Company shall be legally entitled to such
information pursuant to any license granted by the University of
Oxford's subsidiary company Isis Innovation Limited to the Company.
6.2 The Consultant agrees that any property situated on the Company's
premises, including disks and other storage media, filing cabinets
or other work areas, is subject to inspection by Company personnel
at any time with or without notice.
6.3 The Consultant will promptly deliver to the Company, upon the
termination of the Consultant's Consulting Services to the Company
or, if earlier, upon the request of the Company, all documents and
other tangible media (including all originals, copies,
reproductions, digests, abstracts, summaries, analyses, notes,
notebooks, drawings, manuals, memoranda, records, reports, plans,
specifications, devices, formulas, storage media, including
software, and computer printouts) in the Consultant's actual or
constructive possession or control that contain, reflect, disclose
or directly relate to any Confidential Information, Third Party
Confidential Information, Assigned Inventions or Proprietary Rights.
The Consultant will destroy any related computer entries on
equipment or media not owned by the Company.
7. INVENTIONS; ASSIGNMENT
7.1 For purposes of this Agreement, the term "Assigned Inventions"
(subject to the provisions of Section 7.3) shall mean any and all
Inventions that (i) are made, conceived, invented, discovered,
originated, authored, created, learned or reduced to practice by the
Consultant, either alone or together with others, in the course of
rendering his Consulting Services hereunder regardless of whether or
not such Inventions were made, conceived, invented, discovered,
originated, authored, created, learned or reduced to practice by the
Consultant at the Company's facilities or during regular business
hours or utilising resources of the Company or (ii) arise out of or
are based upon any Confidential Information or Third Party
Confidential Information. Notwithstanding the foregoing, the term
Assigned Inventions shall expressly exclude any Inventions in
relation to which any work is carried out at the university of
Oxford or using facilities or resources of the University of Oxford.
For purposes of this Agreement, the term "Proprietary Rights" shall
mean any and all rights under or in connection with any patents,
patent applications, copyrights, copyright applications, mask works,
trade secrets and other intellectual property rights with respect to
Assigned Inventions.
7.2 The Consultant hereby agrees to hold any and all Assigned Inventions
and Proprietary Rights in trust for the sole right and benefit of
the Company and such
<Page>
other person or persons as the Company shall designate in writing,
and the Consultant hereby assigns to the Company and such other
person or persons as the Company shall designate in writing all of
his right, title and interest in and to any and all Assigned
Inventions and Proprietary Rights. The Consultant agrees to give the
Company prompt written notice of any Assigned Invention or
Proprietary Rights and agrees to execute such instruments of
transfer. assignment, conveyance of confirmation and such other
documents as the Company may request to evidence, confirm or perfect
the assignment of all of the Consultant's right, title and interest
in and to any Assigned Invention or Proprietary Rights pursuant to
the foregoing provisions of this Section 7.2. The Consultant hereby
waives to the Company any and all claims of any nature whatsoever
that the Consultant may now or hereafter have for infringement of
any Proprietary Rights assigned hereunder to the Company. The
obligations of the Consultant under this Section are without
prejudice, and are in addition to, any other obligations or duties
of the Consultant, imposed by the applicable law of this Contract,
to assign to the Company all Assigned Inventions and all Proprietary
Rights.
7.3 Notwithstanding anything expressed or implied in Section 7.1 or 7.2
to the contrary, it is hereby understood and agreed that the
Consultant is not assigning, and has not agreed to assign, to the
Company pursuant to this Section 7, and that the term "Assigned
Inventions" shall not include, any right, title or interest in and
to any inventions, improvements, developments, ideas, innovations,
discoveries, designs, creations, processes, methods, techniques,
technologies, prototypes, models, plans, formulations,
specifications, shop-practices, formulas, algorithms, data,
drawings, reports, writings, laboratory notebooks, source and object
codes, software programs, other works of authorship, product names
or marks, marketing materials or programs and know-how (including
all records pertaining to any of the foregoing). Whether or not
reduced to writing and whether or not patentable or registrable
under patent, copyright, trademark or similar statues, that are
made, conceived, invented, discovered, originated, authored,
created, learned or reduced to practice by the Consultant, either
alone or together with others, in the course of his research
activities at the University of Oxford or any other third party or
through the use of funds, personnel, facilities, materials or other
resources of the University of Oxford or any other third party. The
Company hereby expressly acknowledges and agrees that the Consultant
may have a preexisting obligation to assign to the University of
Oxford all of his rights to any and all of the items referred to
above in this Section 7.3.
7.4 At the request and expense of the Company, the Consultant will
assist the Company in every proper way (including, without
limitation, by executing patent applications and assignments of
patents or copyrights) to obtain and enforce in any country in the
world Proprietary Rights relating to any or all Assigned Inventions.
The Consultant's obligation under this Section 7.4 shall continue
beyond the Term. If and to the extent that, at any time after the
Term, the Company requests assistance from the Consultant with
respect to obtaining and enforcing in any country in the world any
Proprietary Rights relating to Assigned Inventions, the Company
shall, in addition to bearing expenses, compensate the Consultant at
a reasonable rate for the time actually spent by the Consultant on
such assistance.
<Page>
7.5 By this Agreement, the Consultant hereby irrevocably constitutes and
appoints the Company as his attorney-in-fact for the purpose of
executing, in the Consultant's name and on his behalf, (i) such
instruments or other documents as may be necessary to evidence,
confirm or perfect any assignment pursuant to the provisions of this
Section 7 or (ii) such applications, certificates, instruments or
documents as may be necessary to obtain or enforce any Proprietary
Rights in any country of the world. This power of attorney is
coupled with an interest on the part of the Company and is
irrevocable provided that the Company shall give the Consultant
prior written notice of any such execution in his name or on his
behalf.
7.6 Without the prior written consent of the Company, the Consultant
shall not, at any time, file any patent or copyright application
with respect to, or claiming, any Assigned Inventions.
8. AGREEMENT NOT TO COMPETE
8.1 In view of the nature of the business of the Company and the need of
the Company to maintain its competitive advantage in the industry,
the Consultant agrees that, during the Restricted Period (as defined
in Section 8.2), the Consultant shall not, directly or indirectly,
within the United States of America or its Territories or
Possessions or within any other country in the world, engage in, own
an interest in (except as a holder of no more than one per cent (1%)
of the shares of any publicly traded corporation), be employed by,
consult for, act as an advisor to, or otherwise in any way
participate in or become associated with, any Competitive Business
(as defined in Section 8.2) or any corporation, partnership, limited
liability company, business, enterprise, venture or other person or
entity that is engaged or participates in any Competitive Business
(each, a "competitive Business Entity"), unless, in each case, the
Consultant shall have given notice to the Board of Directors of the
Company of his intention to be employed by, consult for, act as an
advisor to, or otherwise in any way participate in or become
associated with, any Competitive Business or any Competitive
Business Entity and the Board of Directors of the Company shall have
approved the Consultant's relationship with or engagement in such
Competitive Business or Competitive Business Entity; provided,
however, that nothing in this Section 8 shall be construed to limit
the ability of the Consultant to be employed by, to conduct research
for, or to engage in research-related activities for, the University
of Oxford or any sponsor of any research carried out by the
University of Oxford. During the Restricted Period, the Consultant
also shall not solicit, or arrange to have any other person or
entity solicit, any person or entity engaged by the Company as an
employee, customer or supplier of, or consultant or advisor to, the
Company to terminate such party's relationship with the Company.
8.2 For purposes of this Section 8, the following terms shall have the
meanings provided therefore below:
"Competitive Business" shall mean any business that involves the
research, development or commercialisation of any products in the
Field.
<Page>
"Restricted Period" shall mean the period commencing on the
Effective Date and ending on the second anniversary of the effective
date of the termination of the Consulting Services.
8.3 The time periods provided for in this Section 8 shall be extended
for a period of time equal to any period of time in which the
Consultant shall be in violation of any provision of this Section 8
and any period of time required for litigation to enforce the
provisions of this Section 8. If at any time the provisions of this
Section 8 shall be determined to be invalid or unenforceable, by
reason of being vague or unreasonable as to area, duration or scope
of activity, this Section 8 shall be considered divisible and scope
of activity shall be as determined to be reasonable by the court of
other body having jurisdiction over the matter; and the Consultant
agrees that this Section 8, as so amended, shall be valid and
binding as though any invalid or unenforceable provision had not
been included herein.
9. NO USE OF NAME, ETC.
9.1 Without the prior written consent of the Company, the Consultant
shall not, at any time, use, for himself or on behalf of any other
person, any name that is identical or similar to or likely to be
confused with the name of the Company or any product or service
produced or provided by the Company. Without the prior written
consent of the Company, the Consultant shall not, at any time after
the termination of the Consultant's Consulting Services to the
Company, directly or indirectly represent himself, whether on his
behalf or on behalf of any other person, as then being in any way
connected or associated with the Company.
9.2 Without the prior written consent of the University of Oxford, the
Company shall not, at any time, use, for itself or on behalf of any
other person, any name or logo or mark that is identical or similar
to or likely to be confused with the name of the University of
Oxford, whether or not such use is in conjunction with the name of
the Consultant. The provisions of this Section 9.2 are intended to
confer a right on the University of Oxford pursuant to the Contacts
(Rights of Third Parties) Act 1999 and may not be amended without
the prior written consent of the University of Oxford.
10. NO CONFLICTING OBLIGATION
The Consultant represents that he is free to enter into this Agreement and
that his performance of all of the terms of this Agreement and of all of
his duties as a consultant to the Company do not and will not breach (a)
any agreement to keep information acquired by the Consultant in confidence
or in trust, (b) any agreement to assign to any third party inventions made
by the Consultant or (c) any agreement not to compete against the business
of any third party. The Consultant further represents that he has not made
and will not make any agreements in conflict with this Agreement. The
Consultant hereby further represents to the Company that he has provided to
the Company true, correct and complete copies of (i) all relevant sections
of written agreements between the Consultant and the University of Oxford
and (ii) any written documents known to the Consultant that set forth the
rights and responsibilities of, or the restrictions imposed upon, faculty
members of the University of Oxford with respect to the involvement by such
faculty members in consulting activities outside of the University of
Oxford.
<Page>
11. LIABILITY
The liability of either party for any breach of this Agreement, or arising
in any other way out of the subject matter of this Agreement, will not
extend to loss of business or profit or any incidental or consequential
damages or losses. In any event, the Company accepts and agrees that the
Consultant's maximum liability under or otherwise in connection with this
Agreement or its subject matter shall not exceed the amount of the
compensation which he has received under section 2.
12. MISCELLANEOUS
12.1 ENTIRE AGREEMENT. This Agreement represents the entire Agreement of
the parties with respect to the arrangements contemplated hereby. No
prior agreement, whether written or oral, shall be construed to
change, amend, alter, repeal or invalidate this Agreement. This
Agreement may be amended only by a written instrument executed in
one or more counterparts by the parties.
12.2 WAIVER. No consent to or waiver of any breach or default in the
performance of any obligations hereunder shall be deemed or
construed to be a consent to or waiver of any other breach or
default in the performance of any of the same or any other
obligations hereunder. Failure on the part of either party to
complain of any act or failure to act of the other party or to
declare the other party in default, irrespective of the duration of
such failure, shall not constitute a waiver of rights hereunder and
no waiver hereunder shall be effective unless it is in writing,
executed by the party waiving the breach or default hereunder.
12.3 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may be assigned by the Company to
any affiliate of the Company and to a successor of its business to
which this Agreement relates (whether by purchase of otherwise).
"Affiliate of the Company" means any person which directly or
indirectly, controls or is controlled by or is under common control
with the Company and, for the purposes of this definition, "control"
(including the terms "controlled by" and "under common control
with") shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and
policies of another whether through the ownership or voting
securities or holding of office in another, by contract or
otherwise. The Consultant may not assign or transfer any or all of
his rights or obligations under this Agreement.
12.4 Except as stated in clauses 1.6, 6.1, 7.1, and 9.2 (which are
intended to be enforceable by the University of Oxford and which may
not be amended or affected by any other amendment or any term to
this Agreement without the prior written consent of the University
of Oxford), the parties to this Agreement do not intend that by
virtue of the Contracts (Rights of Third Parties) Act 1999 any of
the terms of this Agreement should be enforceable by a person who is
not a party to it.
12.5 NOTICES. Any notices required or permitted hereunder shall be given
to the recipient in person or shall be delivered to such recipient
at the address which
<Page>
appears above or at such other address as the recipient shall
specify in writing or, in the case of the University of Oxford to:
The Director,
Research Services Office
University of Oxford
University Offices
Wellington Square
Oxford
OX1 2JD
Such notice shall be deemed given upon delivery to the recipient in
person or upon personal delivery to the recipient's appropriate
address or, if sent by certificate or registered mail, three days
after the date of mailing.
12.6 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of England and the English Courts shall
have exclusive jurisdiction to hear any matters arising at, or in
connection with this Agreement. Section headings of this Agreement
are for reference only and shall not affect its interpretation. In
the event that any provision of this Agreement should be held
unenforceable by a court of competent jurisdiction, such court is
hereby authorised to amend such provision so as to be enforceable to
the fullest extent permitted by law, and all remaining provisions
shall continue in full force without being impaired or invalidated
in any way.
12.7 COUNTERPARTS. This Agreement may be executed in counterparts, all of
which together shall for all purposes constitute one agreement
binding on each of the parties hereto notwithstanding that each such
party shall not have signed the same counterpart.
12.8 ACKNOWLEDGEMENT. THE CONSULTANT UNDERSTANDS THAT THIS AGREEMENT
AFFECTS HIS RIGHTS TO ASSIGNED INVENTIONS, AND RESTRICTS CONSULTANTS
RIGHTS TO DISCLOSE OR USE CONFIDENTIAL INFORMATION OR THIRD PARTY
CONFIDENTIAL INFORMATION OR TO COMPETE WITH THE COMPANY DURING THE
RESTRICTED PERIOD.
<Page>
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
written above intending it to take effect as a sealed instrument.
SIGNED for and on behalf of
TOLERRX, INC.
By: /s/ Douglas J. Ringler
-----------------------------------
Douglas J. Ringler, President
CONSULTANT
/s/ Herman Waldmann
--------------------------------------
Herman Waldmann