CONSULTING AGREEMENT
Exhibit
99.1
THIS
CONSULTING AGREEMENT (“the Agreement”) is made at Seattle, Washington as of
March 25, 2008, by and between Dendreon Corporation, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Dendreon”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (“Consultant”).
WHEREAS,
Consultant’s term as a member of the Board of Directors of Dendreon will end at
the Annual Meeting of Stockholders on June 4, 2008 (the “Effective
Date”);
WHEREAS,
Dendreon desires to secure the services and the availability of Consultant to
provide information, analysis and other services as described below (the
“Services”);
NOW,
THEREFORE, Dendreon and Consultant agree as follows:
1. Services. Consultant
shall provide the Services when and as reasonably requested by Dendreon during
the term of this Agreement. The specific time required and the dates
of performance of the Services shall be mutually agreed upon by Consultant and
Dendreon.
2. Compensation and
Payment. Consultant shall provide up to 4 hours of Services
per month for no fee. Consultant will not be reimbursed for any
out-of-pocket expenses unless the type and amount of the expense(s) have been
approved by Dendreon in advance.
3. Effect on
Options. The parties agree that Consultant’s rendering of
Services while this Agreement is in effect shall delay commencement of the
three-month maximum exercise period applicable (upon termination of “continuous
service”) to the options granted to Consultant under the 2000 Equity Incentive
Plan and the 2002 Broad Based Equity Incentive Plan (the “Plans”) and shall
constitute Consultant’s continuous service under the Plans for such
purpose.
4. Term and
Expiration.
4.1 Term. This
Agreement shall commence on the Effective Date and shall continue for a period
of three (3) months.
4.2 Effect of
Expiration. Upon expiration of this Agreement, (i)
Consultant’s continuous service under the Plans shall be deemed to have
terminated as set forth in Section 3 above; and (ii) neither Consultant nor
Dendreon shall have any further obligations under this Agreement, except that
any obligations and liabilities accrued through the date of expiration and the
provisions of Sections 6, 8, 10, 11 and 12 shall survive
expiration.
5. Project
Representative. ▇▇▇▇▇▇▇▇ ▇. Gold, M.D., shall be Dendreon’s
project representative and shall have primary responsibility for directing and
overseeing the services provided by Consultant.
6. Independent
Contractor. Consultant shall provide the Services under this
Agreement as an independent contractor and not as an employee of
Dendreon. Consultant shall be responsible for payment of all taxes
due on fees that are paid to her for the Services. Consultant is not
and shall not be the agent or representative of Dendreon for any purpose under
this Agreement and shall not have the power to bind Dendreon, unless
specifically authorized to be and/or do so in particular
circumstances.
7. No
License. This Agreement does not and shall not be construed to
grant or operate to grant Consultant any license or other right to any patent,
trademark, copyright or other intellectual property of Dendreon.
8. Confidentiality.
8.1 Confidential
Information. Consultant acknowledges that Dendreon may provide
Consultant with information that is nonpublic or proprietary to Dendreon,
including information relating to employees, job descriptions and compensation,
methods, techniques and processes, and technical and scientific data,
unpublished findings, biological material, know-how, specifications, patent
applications, algorithms, programs, designs, drawings, and formulae, and
engineering, manufacturing, marketing, financial and business plans and data
(“Confidential Information”). Confidential Information does not
include information that: (i) is or later becomes available to the public
through no breach of this Agreement by the Consultant; (ii) is obtained by
Consultant from a third party without a restriction on use or disclosure; (iii)
was in the rightful possession of Consultant, without a restriction on use or
disclosure, prior to receipt of the information from Dendreon; or (iv) is
required to be disclosed in response to a valid order from a judicial or
administrative authority. Consultant will notify Dendreon promptly of any
subpoena or court order requesting Confidential Information.
8.2 Use and Disclosure of
Information. All Confidential Information shall remain the
property of Dendreon. Consultant agrees that she will not, without
Dendreon’s prior written authorization, disclose Confidential Information to any
third party and that she shall use Confidential Information only for the purpose
of providing the Services. Consultant shall take all reasonable
precautions to prevent unauthorized disclosure of any Confidential
Information. Consultant additionally acknowledges that Consultant
and/or Dendreon may receive information from third parties subject to a duty on
Dendreon’s part to maintain the confidentiality of such information and to use
it only for certain limited purposes (“Third Party
Information”). Consultant agrees that she will hold Third Party
Information in the strictest confidence and will not disclose it to anyone or
use it for any purpose other than performance of the Services, unless expressly
authorized in writing by Dendreon.
8.3 Return of Information;
Survival. Upon expiration of this Agreement, and in any case
upon Dendreon’s request, Consultant shall promptly return to Dendreon all
Confidential Information and Third-Party Information (along with any and all
copies of each) in written, electronic or other form that is in the possession
or control of Consultant. Consultant’s obligations under this
Agreement with respect to Confidential Information and Third-Party Information
shall survive the expiration of this Agreement without limit as to
time.
9. No
Conflicts. Consultant represents and warrants that she is not
a party to any agreement or business relationship that conflicts with the terms
of this Agreement or that adversely affects Consultant’s ability to perform the
Services for Dendreon. Further, Consultant agrees that she will not
enter into any such agreement or business relationship during the term of this
Agreement.
10. Assignment of
Developments. For purposes of this Section 10, “Developments”
means designs, conceptions, innovations, compositions of matter, genetic and
biological materials, methods, algorithms, discoveries, formulae, processes,
trade secrets, know-how, inventions, systems, methods, improvements, ideas,
works of authorship or copyrightable works. Consultant hereby assigns
and agrees to assign to Dendreon or its designee all of her right, title and
interest in and to all Developments conceived, made or reduced to practice in
the course of providing Services under this Agreement. To the extent
any Development is copyrightable, it is a work made for
hire. Consultant shall promptly and fully disclose, by written notice
to Dendreon, any Developments conceived, made or reduced to practice by
Consultant or by Consultant working with others, in the course of Consultant’s
provision of Services under this Agreement. During and after the term
of this Agreement, Consultant agrees to cooperate fully in obtaining patent,
copyright, or other proprietary protection for such Developments, all in the
name of Dendreon and at its expense, and shall execute and deliver all requested
applications, assignments and other documents, and shall take such other
measures as Dendreon shall reasonably request in order to perfect and enforce
Dendreon’s rights in such Developments.
11. Nonsolicitation. Consultant
agrees that during the term of this Agreement and for a period of three (3)
months thereafter, Consultant will not, without Dendreon’s prior written
permission, induce or attempt to induce any employee, officer, director, agent,
independent contractor, consultant, customer, strategic partner, licensor,
licensee, supplier or other service provider of Dendreon to terminate a
relationship with, cease providing services or products to, or cease purchasing
products or services from, Dendreon.
12. Notices. Any written notice
required under this Agreement shall be given by reputable overnight courier, or
by first class mail, registered or certified with return receipt requested, at
the respective addresses set forth below, or by personal delivery, and shall be
effective on the date of actual receipt or the date on which delivery is
refused, as the case may be:
Dendreon: General
Counsel
Dendreon Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Consultant: ▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
13. Severability. If
any provisions, or any portion of any provision, contained in this Agreement is
determined to be invalid under any statute or rule of law, then it shall, to
that extent alone, be deemed omitted, and the remainder of this Agreement shall
remain in full force and effect.
14. Governing
Law. This Agreement shall be construed and interpreted in
accordance with and governed by the laws of the State of Washington, without
giving effect to conflict of law considerations.
15. Assignment. This
Agreement and the rights and obligations hereunder may not be assigned by
Consultant without Dendreon’s prior written consent and shall be binding upon
and shall inure to the benefit of the parties and their respective successors,
permitted assigns and legal representatives.
16. Waiver and
Modification. Waiver by either party of any default by the
other party shall not be deemed a waiver of any other default. No
provision of this Agreement shall be deemed waived, amended or modified by
either party, unless such waiver, amendment or modification is in writing and
signed by authorized representatives of both parties.
17. Third-Party
Beneficiaries. This Agreement shall not confer any rights or
remedies upon any third party unless such third party is a successor or
permitted assign.
18. Complete
Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all prior or contemporaneous agreements, understandings, proposals and
communications, oral or written, regarding such subject matter. For
the purpose of clarity, both the Employee Inventions and Confidentiality
Agreement and the Release Agreement between Consultant and Dendreon shall
continue in full force and neither such agreement shall be integrated or
otherwise affected by this section or by any other provision of this
Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
| ▇▇▇▇ ▇. ▇▇▇▇▇▇ | Dendreon Corporation | |||
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/s/
▇▇▇▇▇▇▇▇ ▇. Gold, M.D.
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Name:
▇▇▇▇▇▇▇▇ ▇. Gold, M.D.
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Title:
President and Chief Executive Officer
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| Date: March 25, 2008 | Date : March 27, 2008 |