EXHIBIT 10.7
Dated 12 FEBRUARY 1999
NEUROVEX LIMITED
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CONSULTANCY SERVICES AGREEMENT
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TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION............................... 1
2. NATURE OF ENGAGEMENT......................................... 1
3. COMMENCEMENT DATE............................................ 2
4. CONSULTANCY FEE.............................................. 2
5. EXPENSES..................................................... 3
6. INDEPENDENT CONTRACTOR STATUS................................ 3
7. CONFLICTS OF INTEREST........................................ 4
8. CONFIDENTIALITY.............................................. 6
9. INTELLECTUAL PROPERTY........................................ 7
10. INCAPACITY................................................... 8
11. TERMINATION OF AGREEMENT..................................... 8
12. GENERAL...................................................... 9
SCHEDULE 1 DEFINITIONS AND INTERPRETATION............................. 11
SCHEDULE 2 EXISTING COMMITMENTS....................................... 14
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THIS AGREEMENT is made the 12th day of FEBRUARY 1999
BETWEEN:
(1) NEUROVEX LIMITED whose registered office is at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇/▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Company")
(2) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
("▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇")
WHEREAS:-
(A) The Company wishes to engage ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to perform consultancy
services on the terms set out below.
(B) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is a full time employee of University College
London, employed to carry out scientific research and is involved in
scientific research in fields of particular interest to the Company.
(C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is free to accept such engagement on the terms set
out below.
IT IS AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 The Definitions set out in the Schedule apply in this Agreement which
shall be interpreted in accordance with the rules of interpretation
also set out in the Schedule.
2. NATURE OF ENGAGEMENT
2.1 The Company engages ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ accepts
engagement as a consultant who will provide consulting services to the
Company in respect of gene delivery vectors so long as such services do
not go beyond consulting in respect of the Field ("the Services"). For
the avoidance of doubt, the Board may not require ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to
provide services which may conflict with his Existing Commitments as
set out in Schedule 2.
2.2 Prior to entering into this Agreement, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ was employed
and continues to be employed by University College London
("University") the company acknowledges, that in connection with
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ employment by the University, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇
sole responsibility is to the University.
2.3 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will (unless unavoidably prevented from doing so by
reason of ill health, prior teaching or other academic commitments, any
necessary attendance at scientific conferences or otherwise) provide
the Services at such
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other times as may be reasonably requested by the Company on a
"when-needed" basis for up to 1 day each week, unless otherwise agreed
with University.
2.4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall:-
2.4.1 perform the Services to the best of his ability in an expert
and diligent manner and in such a way as at all time to
promote the best interests of the Company and
the Group;
2.4.2 faithfully and diligently perform his duties and exercise only
such powers as are consistent with them;
2.4.3 obey all and any lawful and reasonable directions of the
Board;
2.4.4 keep the Board promptly and fully informed (in writing if so
requested) of his conduct in relation to the business or
affairs of the Group and provide such explanations as they may
require;
2.4.5 not at any time make any untrue or misleading statement
relating to the Group.
2.5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall perform the Services at the Company's
laboratory and office at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (and/or such other place of business of the Group as the
Board may reasonably require from time to time consistent with the
Consultant's duties). ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will, if an for as long as
required by the Company, make visits in the ordinary course of his
duties to such places anywhere in the world as the Company may
reasonably specify having regard to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ other
commitments.
2.6 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ warrants that, by entering into this Agreement, he
is not in breach of any express or implied term of any contractual or
other obligation to any third party which is binding on him and in
particular University has, to the extent required, consented to
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ entering into this Agreement.
3. COMMENCEMENT DATE
This Agreement will start on 12 February 1999 ("Commencement Date") and
will continue (unless earlier terminated according to its terras) until
terminated by either party on 6 months' written notice.
3.1 Provided that no other provision of this Agreement will cease to have
effect by reason of the operation of this Clause.
4. CONSULTANCY FEE
4.1 The Company will pay ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ an annual fee at a rate of
(pound) 25,000 each year (plus VAT where applicable) (or at such higher
rate as may be awarded to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to Clause 4.3)
which will accrue from day to day and be payable in equal monthly
instalments in arrears on or about the last
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working day of each month ("the Fee"). The Fee covers any and all
duties performed by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant hereto.
4.2 The fee shall be payable within 5 business days of receipt by the
Company of an invoice from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in respect of the
Services for each month.
4.3 On or about 1 November of each year, commencing on 1 November 1999,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ fee will be reviewed and the rate of fees then
payable may be (but will not necessarily be) increased by the Company
with effect from the date of such review and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may be
awarded such bonus, share option or other performance related benefits
as the Company's remunerating committee decides in its sole discretion.
4.4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may at the absolute discretion of the Company be
considered for participation in one or more Company share option plans
to be established subject to and in accordance with the rules of such
plan(s).
5. EXPENSES
5.1 Within 30 days of receipt of a monthly expenses invoice from ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ supported by the appropriate vouchers or other proof of
payment the Company will reimburse ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for all expenses
described in that invoice which have been reasonably incurred by him in
providing the Services including but not limited to travel, hotels,
meals, telephone, fax and express delivery services. If ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ incurs expenses which relate partly to the performance of the
Services and partly to his other interests then the Company will
reimburse ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for an appropriate proportion of the
expenses.
6. INDEPENDENT CONTRACTOR STATUS
6.1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ acknowledges and agrees that he is an independent
contractor and that this consulting arrangement will not give him any
rights to any pension, insurance, car or other fringe benefits from the
Company except as expressly contemplated by this Agreement.
6.2 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees to indemnify and hold the Company harmless
from any income tax due on payments to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under this
Agreement or the amount of such payments grossed up at the applicable
rate of tax if the Inland Revenue deems payments made to be payments
net of tax, together with any penalties and interest which may be
levied on the Company in respect of income tax deductions which the
Inland Revenue determines should have been made from payments to
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ made pursuant to this Agreement.
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7. CONFLICTS OF INTEREST
7.1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall not without the prior written permission of
the Board act (whether as a consultant, advisor, director, employee or
otherwise) for or collaborate with any other company, firm, business
which:
7.1.1 carries or it is intended to carry on research and associated
business actively in the Field save where ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
acts as a consultant, advisor, director, employee or otherwise
for such company, firm or business outside the Field;
7.1.2 which carries out research, development or a business in
competition with or in a business which is the same as or
similar to any business of the Company save where ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ acts as a consultant, advisor, director, employee or
otherwise for such company, firm or business outside the
Field;
7.1.3 might impair his ability to act at all times in the best
interests of the Company; or
7.1.4 requires him to disclose Confidential Information in order
properly to discharge his obligations to or to further his
interest in such company, firm or business.
7.2 For the avoidance of doubt the Existing Commitments listed as outlined
in Schedule 2 including any extensions thereto have been approved by
the board.
7.3 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall not directly or indirectly:-
7.3.1 for the period of 12 months after the termination of his
engagement hereunder be engaged or concerned or interested in
any business carried on within the Restricted Area wholly or
partly in competition with any Restricted Business.
"Restricted Area" means the United Kingdom, Europe, the United
States of America and any other country in which the Company
carries on or to the knowledge of the consultant intends to
carry on any Restricted Business as at the termination of his
employment. "Restricted Business" means research and
development activities in the Field and all or any other
commercial activities carried on or to be carried on by the
Company in which ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ worked or about which
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ knew Confidential Information to any
material extent at any time during the final two years of his
engagement;
7.3.2 for the period of 12 months after the termination of his
engagement hereunder, induce or attempt to persuade any
Employee to leave employment or engagement by the Company or
offer employment or engagement to any Employee. An "Employee"
is any person who is and was, at any time during the period of
two years prior to the termination of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇
engagement, employed or engaged by the Company or any Group
Company in a senior management, senior
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technical or senior sales position and who, by reason of such
position, possesses any Confidential Information or is likely to be
able to solicit the custom of any customer of the Company or any Group
Company or to induce any such customer to cease dealing with the
Company or any Group Company, were he to accept employment or
engagement in a business which is similar to or in competition with
any Restricted Business;
7.3.3 at any time, before or after the termination of his engagement, induce
or seek to induce, by any means involving the disclosure or use of
Confidential Information or otherwise, any customer of the Company to
cease dealing with the Company or to restrict or vary the terms upon
which it deals with the Company;
7.3.4 at any time after the termination of his engagement directly or
indirectly to disclose or make use of any Confidential Information;
7.3.5 at any time after the termination of his engagement, represent himself
or permit himself to be held out as having any connection with or
interest in the Company.
7.3.6 for the period of 12 months after the termination of his engagement,
deal with, seek employment with, be employed or engaged by or engage in
business with any customer of the Company of any Group Company or work
on any account or business of any customer of the Company or any Group
Company for the purpose of providing that customer with services which
are the same as or similar to any services which he was involved in
providing to that customer at any time in the 12 months preceding the
termination of his engagement;
7.3.7 for the period of 12 months after the termination of his engagement,
solicit business from any customer of the Company or any Group Company
for the purpose of providing to that customer services which are the
same as or similar to those which he has been involved in providing to
that customer at any time in the 12 months preceding the termination of
his engagement;
7.3.8 interfere or seek to interfere with contractual or other trade
relations between the Company or any Group Company and any of its or
their suppliers; or
7.3.9 communicate to any person, concern, undertaking, firm or body corporate
anything which is intended to or which will or may damage the
reputation or good standing of the Company or any Group Company;
For the avoidance of doubt nothing in the above clause shall restrict ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ from taking or continuing any employment the sole purpose of which is
academic research, meaning research otherwise for commercial gain. Each
restriction in this Clause 7.3 (whether drafted separately or together with
another) is independent and severable from the other restrictions and
enforceable
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accordingly. If any restriction is unenforceably for any reason but
would be enforceable if part of the wording were deleted, it will apply
with such deletions as may be necessary to make it enforceable.
8. CONFIDENTIALITY
8.1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall
8.1.1 abide by all directions of the Board from time to time
concerning the use, disclosure and supply of Confidential
Information;
8.1.2 not disclose or supply to any third party outside the Company
any or all of the Confidential Information without the prior
permission of the Board and without adhering to the Company's
standard operating practices with regard to such disclosure or
supply;
8.1.3 for the period of his engagement pursuant to this Agreement
use his best endeavours to prevent the publication, disclosure
or unauthorised use of any Confidential Information.
8.1.4 not without the prior permission of the Board make any
statements on the Company's behalf or concerning the Company
to the press, media, venture capitalists, brokers, banks,
financial analysts and/or any other ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
unconnected with the Company.
8.1.5 not without the prior authority of the Company remove from
Company premises or copy or allow others to copy the contents
of any Document, which contains any Confidential Information
or which belongs to the Company;
8.1.6 return to the Company on request all Documents in his
possession or under his control which belong to the Company or
which contain or refer to any Confidential Information;
8.1.7 if so requested by the Company, delete all Confidential
Information from any computer disks, tapes or other re-usable
material in his possession or under his control and deliver up
or destroy all other Documents and tangible items in his
possession or under his control which contain or refer to any
Confidential Information or which belongs to the Company and
shall give an undertaking to the Company to this effect.
8.2 The obligations set out in this Clause 8 shall survive the expiry or
termination of this Agreement for whatever reason for a period of 3
years thereafter or until such times as the Confidential Information
comes into the public domain, whichever it the earlier.
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9. INTELLECTUAL PROPERTY
9.1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall make full and prompt disclosure to the Company
of any and all Know How (including in particular inventions) conceived,
originated or reduced to practice by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ during the
period of this Agreement in connection with the performance of the
Services and shall promptly supply to the Company any and all Materials
and Documents created originated or reduced to practice by ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ during the period of this Agreement in connection with the
performance of the Services. This obligation shall apply whether or not
the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has conceived, created or originated said Know
How, Materials or Documents alone or jointly with others and whether or
not on the premises of the Company or during normal working hours.
9.2 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall not make any filings for Patent Rights in
respect of any inventions made by him the subject of Clause 9. Any and
all such filings shall be made by the Company and any resulting Patent
Rights shall as between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Company be
exclusively owned by the Company.
9.3 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall assign to the Company (or any person or entity
designated by the Company) all Person's right, title and interest in
and to any and all Know How, Materials and Documents the subject of
Clause 9 and hereby irrevocably and unconditionally waives any or all
claims to moral rights in any such items.
9.4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees both during and after the term of this
Agreement to do or procure the doing of all such acts and things and to
sign or procure the signing of all such deeds and documents as the
Company may in its sole discretion require from time to time without
limitation in connection with the filing, prosecution, maintenance and
renewal of Patent Rights and the making of assignments provided always
that the Company shall bear the full cost in relation thereto.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ further agrees that he irrevocably designates and
appoints each director of the Company other than ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as
the agent and attorney-in-fact of him to do such acts and things and
execute all such deeds and documents as the Company may deem necessary
or desirable in order to protect its rights and interest in any such
Know How, Material or Document.
9.5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby expressly acknowledges that the Company is
under no duty or obligation under the terms of this Agreement to file,
prosecute, maintain or renew any Patent Rights where the Company's
considerations, objectives or priorities from time to time do not
support such action in any particular country.
9.6 References to the Company in this Clause 9 will be deemed to include
any or, where indicated by the context, all of the Group Companies.
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10. INCAPACITY
10.1 If ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is unable to perform the Services because of
illness or personal injury ("Incapacity"), he must report that fact
immediately to the Chief Executive or the Chairman of the Company and,
after three months of such inability, the obligations to make payments
in accordance with Clause 4 will cease unless the Board at its sole
discretion shall elect to continue with such payment.
11. TERMINATION OF AGREEMENT
11.1 Without prejudice to any remedy which the Company may have against
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for breach or non-performance of any of the
provisions of this Agreement the Company may by written notice to the
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ forthwith terminate this Agreement if ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇:-
11.1.1 commits any serious breach or is in continuing breach of his
obligations under this Agreement or repeatedly breaches such
obligations; or
11.1.2 engages in any conduct which, in the opinion of the Board, is
likely to cause his continued engagement to be detrimental to
the interest of the Company or the Group; or
11.1.3 is convicted of any criminal offence which is punishable with
6 months or more imprisonment (save for motoring offence for
which he is not sentenced to a term of immediate or suspended
imprisonment); or
11.1.4 commits any act of dishonesty, whether or not relating to the
performance of the Services; or
11.1.5 becomes bankrupt or makes any arrangement or composition with
his creditors generally; or
11.1.6 is, in the reasonable opinion of the board, incompetent in the
performance of the Services or is likely to bring the
reputation of the Company into disrepute.
Tax Liabilities
11.2 It is hereby declared that it is the intention of the parties that
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have the status of a self employed person and
shall be responsible for all income tax liabilities and National
Insurance or similar contributions in respect of his fees and ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ hereby agrees to indemnifying the Company in respect of any
claims that may be made by the relevant authorities against the Company
in respect of income tax or National Insurance or similar contributions
relating to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ services hereunder.
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Payment in lieu
11.3 On serving or receiving notice to terminate this Agreement or at any
time thereafter during the currency of such notice the Company will, at
its discretion, be entitled to pay ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ his fee under
Clause 4.1 in lieu of his remaining entitlement to notice.
Claims
11.4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have no claim against the Company in respect
of the termination of this Agreement:
11.4.1 by reason of the liquidation of the Company for the purpose of
amalgamation or reconstruction or as part of any arrangements
for the amalgamation or demerger of the undertaking of the
Company not involving liquidation provided that ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ shall have been offered employment with the
amalgamated or reconstructed or de-merged company or companies
on terms no less favourable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ than under
this Agreement; or
11.4.2 in relation to any provision in any articles of association,
agreement or arrangement which has the effect of requiring
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to sell or give up any shares, securities,
options or rights at any price or which causes any options or
other rights granted to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to become
prematurely exercisable or lapse.
12. GENERAL
12.1 This Agreement sets out the entire agreement of the parties in relation
to the engagement and is in substitution for any previous Agreement
between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Company or any Group Company which
are deemed to have been terminated by mutual consent.
12.2 No amendment or addition to this Agreement shall be effective unless it
is in writing and signed by both parties.
12.3 The termination of this Agreement will not affect such of the
provisions of this Agreement as are expressed to operate or to have
effect after termination and will be without prejudice to any accrued
rights or remedies of the parties.
12.4 The validity, construction and interpretation of this Agreement and any
determination of the performance which it requires shall be governed by
English law.
12.5 All disputes between the Parties arising under, out of or relating to
this Agreement or arising out of the circumstances and relationships
contemplated by this Agreement including disputes relating to the
validity, construction or interpretation of this Agreement and
including its formation, validity, binding effect, interpretation,
performance, breach or termination as well as non-
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contractual claims and including disputes relating to pre-contractual
representations which result in any action or proceeding shall be
subject to the non-exclusive jurisdiction of the English Courts.
12.6 Any notice to be given by a party under this Agreement must be in
writing in the English language and must be delivered by hand or sent
by first class post or facsimile transmission or other means of
telecommunication in permanent written form (provided that the
addressee has his or its own facilities for receiving such
transmissions) to the last known postal address or appropriate
telecommunication number of the other party. Where notice is given by
any of the prescribed means, it is deemed to be received when, in the
ordinary course of that means of transmission, it would be received by
the addressee. To prove the giving of a notice, it is sufficient to
show that it has been despatched. A notice has effect from the sooner
of its actual or deemed receipt by the addressee.
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SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1. In this Agreement the following words and expressions shall have the
following meanings:
1.1 "AGREEMENT" - this agreement and any and all schedules, appendices and
other addenda to it as may be varied from time to time in accordance
with the provisions of this agreement.
1.2 "BOARD" - the board of directors of the Company and includes any
committee of such board duly authorised to act on its behalf.
1.3 "COMMENCEMENT DATE" - February 1999.
1.4 "CONFIDENTIAL INFORMATION" - Know How, Materials either owned by or
licensed to the Company or conceived, created or originated by
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as set out in Clause 11.1 and trade secrets or
confidential information relating to the business affairs or finances
of the Group its suppliers, agents, distributors or customers in either
case including but not confined to the technology
1.5 "CONTROL" - the ownership of more than 50% of the issued share capital
or the legal power to direct or cause the direction of the general
management and policies of the Party.
1.6 "FIELD" - the development and application of viral based vectors for
therapeutic use including the delivery of potentially therapeutic
genes. For the avoidance of doubt it is acknowledge and agreed that
potentially therapeutic genes may have therapeutic prophylactic and
diagnostic uses other than in conjunction with viral based vectors and
all such other uses are not within the definition of "Field" for the
purposes of this Agreement.
1.7 "DOCUMENTS" - reports, research notes, charts, graphs, comments,
computations, analyses, recordings, photographs, paper, notebooks,
books, files, ledgers, records, tapes, discs, diskettes, CD-ROM,
computer programs and documents thereof, computer information storage
means, samples of material, other graphic or written data and any other
media on which Know How can be permanently stored.
1.8 "GROUP" - means the Company and each Group Company for the time being.
1.9 "GROUP COMPANY" - means any company which for the time being is a
holding company or a subsidiary company (as defined in section 736 of
the Companies Act 1985) of the Company or any subsidiary company of
such holding company.
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1.10 "KNOW HOW" - unpatented technical and other information which is not in
the public domain, including ideas, concepts, inventions, discoveries,
data, formulae, specifications, information relating to Materials,
procedures for experiments and tests and results of experimentation and
testing, results of research or development including laboratory
records clinical trial data, case report forms, data analyses, reports
or summaries and information contained in submissions to and
information from ethical committees and regulatory authorities
1.11 "MATERIAL" - documents and any chemical or biological substances
including any:-
(a) organic or inorganic element or compound;
(b) nucleotide or nucleotide sequence including DNA and RNA
sequences;
(c) gene;
(d) vector or construct including plasmids, phages or viruses;
(e) host organism including bacteria, fungi, algae, protozoa and
hybridomas;
(f) eukaryotic or prokaryotic cell line or expression system or
any development strain or product of that cell line or
expression system;
(g) protein including any peptide or amino acid sequence, enzyme,
antibody or protein conferring targeting properties and any
fragment of a protein or a peptide enzyme or antibody;
(h) drug or pro-drug;
(i) assay or reagent;
(j) or any other genetic or biologic material or micro-organism;
(k) multi-cellular plants;
(l) data for the derivation of molecular structures including NMR
spectra, X Ray diffraction patterns, and other primary
experimental information, assignments and other calculations,
required for determination of the structure, and co-ordinates
of the derived molecular structure;
(m) computer programmes or algorithms.
1.12 "PARTIES" - Neurovex and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
1.13 "PATENT RIGHTS" - patent applications or patents, author certificates,
inventor certificates, utility certificates, improvement patents and
models and certificates of addition and all foreign counterparts of
them and includes any divisions, renewals, continuations,
continuations-in-part, extensions, reissues, substitutions,
confirmations, registrations, revalidation or additions of or to them,
as well as any supplementary protection certificate in respect of them.
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2. In this Agreement:
2.1 unless the context otherwise requires all references to a particular
Clause, paragraph or Schedule shall be a reference to that Clause,
paragraph or Schedule in or to this Agreement as the same may be
amended from time to time pursuant to this Agreement;
2.2 a table of contents and headings are inserted for convenience only and
shall be ignored in construing this Agreement;
2.3 unless the contrary intention appears words importing the masculine
gender shall include the feminine and vice versa and words in the
singular include the plural and vice versa;
2.4 unless the contrary intention appears words denoting persons shall
include any individual, partnership, company, corporation, joint
venture, trust, association, organisation or other entity, in each case
whether or not having separate legal personality;
2.5 reference to the words "include" or "including" are to be construed
without limitation to the generality of the preceding words; and
2.6 reference to any statute or regulation includes any modification or
re-enactment of that statute or regulation.
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SCHEDULE 2
EXISTING COMMITMENTS
EMPLOYMENT
Professor of Molecular Pathology (Established Chair) and Head of Department of
Molecular Pathology (incorporting Medical Molecular Biology Unit and Department
of Chemical Pathology University College London Medical School).
Also, Chairman of Division of Pathology and Infectious Diseases incorporting
Departments of Bacteriology, Immunology, Molecular Pathology, Sexually
Transmitted Diseases and Virology.
Also Director Windeyer Institute of Medical Sciences.
COMMITMENTS EXTERNAL TO UCL
▇▇▇▇▇▇▇▇▇'▇ Disease Society Medical Advisory Panel (Vice Chairman)
British Heart Foundation, Project Grants Committee
MRC, Advisory Board
National Institute for Biological Standards, Scientific Advisory Board
Royal College of Pathologists, Examining Panel in Genetics
Scientific Consultant, Biorex Ltd, Hungary
Scientific Advisory Committee, Gene Therapy Centre, Hadassah Hospital, Israel
COMMITMENTS INTERNAL TO UCL
Deputy Head, UCL Graduate School
Chairman Graduate School Graduate Strategy Sub Committee
Chairman Graduate School Life and Clinical Sciences Research Sub-Committee
UCL and Middlesex Hospital Clinical Research and Development Committee (Vice
Chairman)
UCL Academic Committee, Academic Board, Academic Development and Research
Sub-Committee, Research Degrees Sub-Committee, Research Funding Sub-Committee
EDITORIAL BOARDS
Gene Therapy, Gene Therapy and Molecular Biology, Gene Therapy and Regulation,
International Journal of Biochemistry and Cell Biology, International Journal of
Experimental Pathology and Nucleic Acids Research.
Research grant support or research studentships from Government Departments
Research, Councils, Medical Charities and Industry (Glaxo/Wellcome, Smithkline
▇▇▇▇▇▇▇, Pfizer).
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IN WITNESS whereof the parties have executed this document as a deed on the date
appearing at the head of this Agreement.
EXECUTED as a Deed by ) [ILLEGIBLE]
NEUROVEX LIMITED )
acting by )
and
[ILLEGIBLE]
Director
Director/Secretary
SIGNED as a Deed by ) [ILLEGIBLE]
PROFESSOR )
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
in the presence of:- )
Witness' signature: /s/ [ILLEGIBLE]
Name:
Address: [ILLEGIBLE]
Occupation: [ILLEGIBLE]
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THIS DEED OF AMENDMENT is made on 30 July 2001
BETWEEN:
(1) BIOVEX LIMITED (No. 3480520) whose registered office is at The Windeyer
Institute, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "Company")
(2) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
("▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇")
WHEREAS:
(A) The Company and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ entered into an Agreement on 12
February 1999 (the "Agreement") to engage ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to perform
consultancy services.
(B) Schedule 2 to the Agreement lists ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ Existing
Commitments and the Company and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ now wish to enter
into this Deed of Amendment in order to amend the Existing Commitments
as listed in Schedule 2 to the Agreement.
IT IS AGREED as follows:
1. Schedule 2 to the Agreement be amended by replacing it with Schedule 2
to this Deed of Amendment.
2. All other terms of the Agreement remain unchanged.
IN WITNESS of which the parties have executed this instrument as a Deed and have
delivered it upon dating it.
SCHEDULE 2
EXISTING COMMITMENTS
EMPLOYMENT
▇▇▇▇ and Professor of Human Genetics.
Institute of Child Health, University College London.
COMMITMENTS EXTERNAL TO UCL
▇▇▇▇▇▇▇▇▇'▇ Disease Society Medical Advisory Panel (Vice-Chairman).
British Heart Foundation, Project Grants Committee.
MRC, Advisory Board.
National Institute for Biological Standards, Scientific Advisory Board.
Royal College of Pathologists, Examining Panel in Genetics.
Scientific Advisory Committee, Gene Therapy Centre, Hadassah Hospital, Israel.
Great Ormond Street Hospital for Children Trust Board.
COMMITMENTS INTERNAL TO UCL
UCL Council.
UCL Biomedicine Strategy Board.
Institute of Child Health Planning and Executive Committee (Chair).
ICH/GOS Joint Research Strategy Committee.
EDITORIAL BOARDS
Gene Therapy, Gene Therapy and Molecular Biology, Gene Therapy and Regulation.
International Journal of Biochemistry and Cell Biology.
International Journal of Experimental Pathology and Nucleic Acids Research.
Research Grant Support of Research Studentships from Government Departments
Research Councils, Medical Charities and Industry (Glaxo/Wellcome, SmithKline
▇▇▇▇▇▇▇, Pfizer, Biorex, Hungary).
SIGNED as a DEED by )
BIOVEX LIMITED )
acting by )
Director [ILLEGIBLE]
Director/Secretary [ILLEGIBLE]
SIGNED as a DEED by )
PROFESSOR DAVID )
▇▇▇▇▇▇▇▇ )
in the presence of:- )
Witness' signature:
Name:
Address:
Occupation:
SIGNED as a DEED by )
BIOVEX LIMITED )
acting by )
Director
Director/Secretary
SIGNED as a DEED by ) [ILLEGIBLE]
PROFESSOR DAVID )
▇▇▇▇▇▇▇▇ )
in the presence of:- )
Witness' signature: /s/ [ILLEGIBLE]
Name: [ILLEGIBLE]
Address: [ILLEGIBLE]
Occupation: [ILLEGIBLE]