EXHIBIT 10.1
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Advisory Agreements for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇.
ADVISORY AGREEMENT
Phage Therapeutics, Inc. ("PhageTx" or the "Company") desires to engage the
advisory services ("Services") of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, PhD, as an advisor
("Advisor") in the general field of Preclinical Testing. Advisor desires to
provide such Services to PhageTx. By execution of this Advisory Agreement (the
"Agreement"), and Advisor agrees to provide such Services in accordance with the
following terms and conditions:
1. Services - At times mutually agreeable to Advisor and PhageTx, and as
requested by PhageTX, Advisor will undertake the designated Services for one (1)
year, commencing on the effective date of this Agreement (See Section 4 below).
It is expected that Advisor will provide at least six (6) days of cumulative
Services during the one (1) year period of this Agreement, consisting of
periodic teleconferences, electronic mail, written communications, direct
meetings, and the like, upon the prior agreement of Advisor and PhageTx.
2. Compensation - In recognition of Advisor's contributions to the Company's
product development efforts, PhageTx wishes Advisor to participate int eh
Company's future success by granting to Advisor an option to purchase shares of
stock in the Company in accord with the legal terms and conditions of the Phage
Therapeutics, Inc. Stock Option Plan. The grant of options will be determined by
the Board of Directors, which functions as Administrator of the Stock Option
Plan, and will be executed through a separate Stock Option Agreement.
3. Independent Contractor - It is agreed that Advisor will have complete freedom
of action as to the details, methods, and means of performing the Services. It
is further understood that Advisor is retained and has contracted with PhageTx
only for the purposes and to the extent set forth in this Agreement, and that
Advisor's relation to PhageTx during the period of this Agreement shall be that
of an independent contractor, and that Advisor shall be free to dispose of such
portion of his entire time, energy and skill as he is not obligated to devote to
PhageTx in such manner as he sees fit and to such person, firms, or corporations
as he deems necessary, so long as same does not create a conflict of interest
between PhageTx and such other persons, firms or corporations. Advisor shall not
be considered under the provisions of this Agreement or otherwise as having the
status of an employee of PhageTx, nor shall Advisor be entitled hereafter to
participate in any plans, arrangements or distributions by PhageTx relating to
any pension, deferred compensation, bonus, stock bonus, hospitalization,
insurance or other benefits extended to its employees, since Advisor is
performing the Services as an independent contractor.
4. Effective Date, Term, Termination and Extension - This Agreement becomes
effective on January 1, 2001, and will continue in effect until December 31,
2001 (the first twelve-month-period). It is provided, however, that either
Advisor or PhageTx may terminate this Agreement at any time during its term by
giving at least one (1) month written notice to the other. At the sole option of
PhageTx, this Agreement may be extended for one (1) or more consecutive twelve
(12)-month period(s), under similar terms as are provided herein, by PhageTx's
providing to Advisor written notice of its desire to continue the Agreement for
an additional term by at least two (2) months prior to the end of the twelve
(12)-month period in question. However, certain of the terms may be modified by
mutual agreement of the parties.
5. Inventions - During Advisor's Service to PhageTx, PhageTx may disclose
certain confidential information to Advisor and may ask Advisor to participate
in activities that may result in inventions related to PhageTx's technology or
business. To the extent that Advisor is not precluded from doing so by a
pre-existing employment contract or another agreement, where, as a direct result
of such Services to PhageTx, Advisor receives or is made aware of techn ical
information by a PhageTx employee, consultant, advisor or contractor that causes
Advisor to conceive, make or develop any inventions relating to PhageTx's
bacteriophage technology or products, Advisor's signature hereon notices that
Advisor agrees to: a) give notice of any such invention to PhageTx; b) assign to
PhagTx all of Advisor's rights therein, in-so-far as those rights are not
subject to conditions of Advisor's current employment or another agreement; and,
c) execute any documents and otherwise reasonably cooperate with PhageTx in
securing patents on such inventions.
6. Security - Advisor shall, during and subsequent to providing Services to
PhageTx, keep confidential and shall not use any technical or other proprietary
information provided by PhageTx, including knowledge of PhageTx projects,
general activities and proprietary information not publicly disclosed relating
to PhageTx's technology, products and business which Advisor may acquire as a
result of the Services or otherwise. Advisor shall hold all such information in
strict confidence and shall not use or disclose such information in any manner,
or cause same to be published without PhageTx's prior written consent. This
obligation of confidence has been agreed to and is provided for between Advisor
and PhageTx in a separate Confidential Disclosure Agreement executed by both
parties on 9 Feb. 2001.
PhageTx shall be free to utilize the results of the Services described under
this Agreement without any further payment or obligation to Advisor. Thus, it is
also essential that Advisor shall undertake not to disclose to PhageTx any
information which is secret or confidential or belonging to Advisor or to a
third party, or with respect to which Advisor is under an obligation to a third
party to maintain confidentiality. Similarly, if during this Agreement Advisor
discloses any inventions to PhageTx which were conceived prior to the term or
are outside the scope of the Services under this Agreement, PhageTx shall have
no liability to Advisor because of its use of such ideas, except that this shall
not be construed as a license under any valid patent now or hereafter issued
thereon.
7. Publicity - Advisor shall not originate any publicity, news releases, or
other public announcement, written or oral, whether to the public press or
otherwise, relating to this Agreement, to any amendment hereto, or to
performance hereunder without PhageTx's prior written consent.
8. Conflict of Interest - Advisor represents that he is presently under no
obligation to any third party (including a prior employer, government
organization, and others with whom he may now consult or may have consulted
previously) which would prevent his carrying out his duties and obligations
under this Agreement or which is inconsistent with the provisions contained
herein. To avoid any potential conflict of interest, Advisor agrees to provide
written notice to PhageTx within one (1) week of entering into any consulting,
advisory or research agreement with a corporate third party in the field of
bacteriophage technology or products during the period Advisor is providing
Services to PhageTx. The term "Corporate" is intended to mean any organization
operating in the United States of America or in a foreign country with an
expressed intent to make profits and includes organizations like limited
partnerships, joint ventures, corporations, and the like.
9. Freedom of Action - It is agreed that Advisor's rendering of services under
this Agreement shall in no way conflict or interfere with his existing
professional responsibilities. In that Advisor is an independent contractor, and
not an employee of PhageTx, PhageTx shall not be responsible for Advisor's acts
while Advisor is performing the Services hereunder, whether on PhageTx's
premises or elsewhere, and Advisor shall not have authority to speak for,
represent, or obligate PhageTx in any way without the explicit prior written
authority from PhageTx.
If any part of this Agreement shall be held as unenforceable, the remainder of
the Agreement shall nevertheless remain in full force and effect and the
unenforceable provision shall be construed by the court in such a manner as to
be held enforceable while giving maximum effect to the intended meaning.
Please indicate Advisor's acceptance of the foregoing by returning a fully
executed copy of this Agreement to PhageTx.
Phage Therapeutics, Inc.: Advisor:
▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, PhD
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. Honour /s/ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/
------------------------- -------------------------
▇▇▇▇▇▇▇ ▇. Honour, PhD ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, PhD
President & CEO Advisor
Date: 02.09.01 Date: 2/08/01
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ADVISORY AGREEMENT
Phage Therapeutics, Inc. ("PhageTx" or the "Company") desires to engage the
advisory services ("Services") of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, RAC, as an advisor
("Advisor") in the general field of Regulatory Affairs. Advisor desires to
provide such Services to PhageTx. By execution of this Advisory Agreement (the
"Agreement"), and Advisor agrees to provide such Services in accordance with the
following terms and conditions:
1. Services - At times mutually agreeable to Advisor and PhageTx, and as
requested by PhageTX, Advisor will undertake the designated Services for one (1)
year, commencing on the effective date of this Agreement (See Section 4 below).
It is expected that Advisor will provide at least twelve (12) days of cumulative
Services during the one (1) year period of this Agreement, consisting of
periodic teleconferences, electronic mail, written communications, direct
meetings, and the like, upon the prior agreement of Advisor and PhageTx.
2. Compensation - In recognition of Advisor's contributions to the Company's
product development efforts, PhageTx wishes Advisor to participate int eh
Company's future success by granting to Advisor an option to purchase shares of
stock in the Company in accord with the legal terms and conditions of the Phage
Therapeutics, Inc. Stock Option Plan. The grant of options will be determined by
the Board of Directors, which functions as Administrator of the Stock Option
Plan, and will be executed through a separate Stock Option Agreement.
3. Independent Contractor - It is agreed that Advisor will have complete freedom
of action as to the details, methods, and means of performing the Services. It
is further understood that Advisor is retained and has contracted with PhageTx
only for the purposes and to the extent set forth in this Agreement, and that
Advisor's relation to PhageTx during the period of this Agreement shall be that
of an independent contractor, and that Advisor shall be free to dispose of such
portion of his entire time, energy and skill as he is not obligated to devote to
PhageTx in such manner as he sees fit and to such person, firms, or corporations
as he deems necessary, so long as same does not create a conflict of interest
between PhageTx and such other persons, firms or corporations. Advisor shall not
be considered under the provisions of this Agreement or otherwise as having the
status of an employee of PhageTx, nor shall Advisor be entitled hereafter to
participate in any plans, arrangements or distributions by PhageTx relating to
any pension, deferred compensation, bonus, stock bonus, hospitalization,
insurance or other benefits extended to its employees, since Advisor is
performing the Services as an independent contractor.
4. Effective Date, Term, Termination and Extension - This Agreement becomes
effective on January 1, 2001, and will continue in effect until December 31,
2001 (the first twelve-month-period). It is provided, however, that either
Advisor or PhageTx may terminate this Agreement at any time during its term by
giving at least one (1) month written notice to the other. At the sole option of
PhageTx, this Agreement may be extended for one (1) or more consecutive twelve
(12)-month period(s), under similar terms as are provided herein, by PhageTx's
providing to Advisor written notice of its desire to continue the Agreement for
an additional term by at least two (2) months prior to the end of the twelve
(12)-month period in question. However, certain of the terms may be modified by
mutual agreement of the parties.
5. Inventions - During Advisor's Service to PhageTx, PhageTx may disclose
certain confidential information to Advisor and may ask Advisor to participate
in activities that may result in inventions related to PhageTx's technology or
business. To the extent that Advisor is not precluded from doing so by a
pre-existing employment contract or another agreement, where, as a direct result
of such Services to PhageTx, Advisor receives or is made aware of techn ical
information by a PhageTx employee, consultant, advisor or contractor that causes
Advisor to conceive, make or develop any inventions relating to PhageTx's
bacteriophage technology or products, Advisor's signature hereon notices that
Advisor agrees to: a) give notice of any such invention to PhageTx; b) assign to
PhagTx all of Advisor's rights therein, in-so-far as those rights are not
subject to conditions of Advisor's current employment or another agreement; and,
c) execute any documents and otherwise reasonably cooperate with PhageTx in
securing patents on such inventions.
6. Security - Advisor shall, during and subsequent to providing Services to
PhageTx, keep confidential and shall not use any technical or other proprietary
information provided by PhageTx, including knowledge of PhageTx projects,
general activities and proprietary information not publicly disclosed relating
to PhageTx's technology, products and business which Advisor may acquire as a
result of the Services or otherwise. Advisor shall hold all such information in
strict confidence and shall not use or disclose such information in any manner,
or cause same to be published without PhageTx's prior written consent. This
obligation of confidence has been agreed to and is provided for between Advisor
and PhageTx in a separate Confidential Disclosure Agreement executed by both
parties on October 16, 2000
-----------------
PhageTx shall be free to utilize the results of the Services described under
this Agreement without any further payment or obligation to Advisor. Thus, it is
also essential that Advisor shall undertake not to disclose to PhageTx any
information which is secret or confidential or belonging to Advisor or to a
third party, or with respect to which Advisor is under an obligation to a third
party to maintain confidentiality. Similarly, if during this Agreement Advisor
discloses any inventions to PhageTx which were conceived prior to the term or
are outside the scope of the Services under this Agreement, PhageTx shall have
no liability to Advisor because of its use of such ideas, except that this shall
not be construed as a license under any valid patent now or hereafter issued
thereon.
7. Publicity - Advisor shall not originate any publicity, news releases, or
other public announcement, written or oral, whether to the public press or
otherwise, relating to this Agreement, to any amendment hereto, or to
performance hereunder without PhageTx's prior written consent.
8. Conflict of Interest - Advisor represents that he is presently under no
obligation to any third party (including a prior employer, government
organization, and others with whom he may now consult or may have consulted
previously) which would prevent his carrying out his duties and obligations
under this Agreement or which is inconsistent with the provisions contained
herein. To avoid any potential conflict of interest, Advisor agrees to provide
written notice to PhageTx within one (1) week of entering into any consulting,
advisory or research agreement with a corporate third party in the field of
bacteriophage technology or products during the period Advisor is providing
Services to PhageTx. The term "Corporate" is intended to mean any organization
operating in the United States of America or in a foreign country with an
expressed intent to make profits and includes organizations like limited
partnerships, joint ventures, corporations, and the like.
9. Freedom of Action - It is agreed that Advisor's rendering of services under
this Agreement shall in no way conflict or interfere with his existing
professional responsibilities. In that Advisor is an independent contractor, and
not an employee of PhageTx, PhageTx shall not be responsible for Advisor's acts
while Advisor is performing the Services hereunder, whether on PhageTx's
premises or elsewhere, and Advisor shall not have authority to speak for,
represent, or obligate PhageTx in any way without the explicit prior written
authority from PhageTx.
If any part of this Agreement shall be held as unenforceable, the remainder of
the Agreement shall nevertheless remain in full force and effect and the
unenforceable provision shall be construed by the court in such a manner as to
be held enforceable while giving maximum effect to the intended meaning.
Pleas indicate Advisor's acceptance of the foregoing by returning a fully
executed copy of this Agreement to PhageTx.
Phage Therapeutics, Inc.: Advisor:
▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. Honour /s/ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/
------------------------- -----------------------
▇▇▇▇▇▇▇ ▇. Honour, PhD ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President & CEO Advisor
Date: 02.09.01 Date: 2/09/01
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ADVISORY AGREEMENT
Phage Therapeutics International Inc., and its wholly owned subsidiary Phage
Therapeutics, Inc., ("PhageTx" or the "Company") desire to engage the advisory
services ("Service") of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PhD, as an advisory ("Advisor") in the
general fields of microbiology, mycobacteriology, bacteriophage biology,
mycobacteriophage, and bacteriophage therapeutics. Advisor desires to provide
such Service to PhageTx. By execution of this Advisory Agreement (the
"Agreement"), Advisor agrees to provide such Service in accordance with the
following terms and conditions:
1. Service - At time mutually agreeable to Advisor and PhageTx, and as requested
by PhageTx, Advisor will undertake the designated Service for one (1) year,
commencing on the effective date of this Agreement (See Section 4 below). It is
expected that Advisor will provide at least seventy-two (72) days of cumulative
Service during the one (1) year period of this Agreement, consisting of periodic
teleconferences, electronic mail, written communications, direct meetings, and
the like, upon the prior agreement of Advisor and PhageTx.
2. Compensation - As compensation for Advisor's Service, PhageTx will pay
Advisor three thousand dollars ($3,000) per month for each month of Service
provided during the one (1) year period of this Agreement as an advisory fee
("Fee"). In addition, should Advisor incur other expenses, such as for office
supplies, clerical work, shipping, materials or project-related travel, and in
the event such expenses are previously determined to be agreeable to Advisor and
acceptable to PhageTx, Advisor shall be reimbursed for all such expenses.
PhageTx shall make payment to Advisor in accordance with this paragraph within
thirty (30) days of recepts of an invoice with attached receipts from Advisor
itemizing such expenses. Invoices should be directed to: Phage Therapeutics,
Inc., ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇. Attn: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, Controller.
In recognition and consideration of Advisor's potential contributions to the
Company's technology and product development efforts, PhageTx wishes Advisor to
participate in the Company's future success by granting to Advisor an option to
purchase shares of stock in the Company in accord with the legal terms and
conditions of the PhagTx Stock Option Plan. The actual grant of options will be
determined by the PhageTx Board of Direcotrs, which functions as the
Administrator of the Stock Option Plan.
3. Independent Contractor - It is agreed that Advisor will have complete freedom
of action as to the details, methods, and means of performing th Service. It is
further understood that Advisor is retained by and has contracted with PhageTx
only for the purposes and to the extent set forth in this Agreement, and that
Advisor's relation to PhageTx during the period of this Agreement shall be that
of an independent contractor. Advisor shall not e considered under the
provisions of this Agreement or otherwise as having the status of an employee of
PhageTx.
4. Effective Date, Term, Termination and Extension - This Agreement becomes
effective on January 1, 2001, and will continue in effect until December 31,
2001 (the first twelve-month-period). It is provided, however, that either
Advisor or Phage Tx may terminate this Agreement at any time during its term by
giving at least one (1) month written notice to the other. At the sole option of
PhageTx, this Agreement may be extended for one (1) or more consecutive twelve
period(s), under similar terms as are provided herein, except that certain of
the terms may be modified by mutual agreement of the parties, by PhageTx's
providing to Advisor written notice of its desire to continue the Agreement for
an additional term by at least two (2) months prior to the end of the twelve
(12)-month period in question.
5. Inventions - During Advisor's Service to PhageTx, PhageTx may disclose
certain confidential information to Advisor and may ask Advisor to participate
in activities that may result in inventions related to PhageTx's technology or
business. To the extent that Advisor is not precluded from doing so by a
pre-existing employment contract or another agreement, where, as a direct result
of such Services to PhageTx, Advisor receives or is made aware of technical
information by a PhageTx employee, consultant, advisor or contractor that causes
Advisor to conceive, make or develop any inventions relating to PhageTx's
bacteriophage technology or products, Advisor's signature hereon notices that
Advisor agrees to: a) give notice of any such invention to PhageTx; b) assign to
PhagTx all of Advisor's rights therein, in-so-far as those rights are not
subject to conditions of Advisor's current employment or another agreement; and,
c) execute any documents and otherwise reasonably cooperate with PhageTx in
securing patents on such inventions.
6. Security - Advisor shall, during and subsequent to providing Services to
PhageTx, keep confidential and shall not use any technical or other proprietary
information provided by PhageTx, including knowledge of PhageTx projects,
general activities and proprietary information not publicly disclosed relating
to PhageTx's technology, products and business which Advisor may acquire as a
result of the Services or otherwise. Advisor shall hold all such information in
strict confidence and shall not use or disclose such information in any manner,
or cause same to be published without PhageTx's prior written consent. This
obligation of confidence has been agreed to and is provided for between Advisor
and PhageTx in a separate Confidential Disclosure Agreement executed by both
parties on November 25, 1998.
Title to all property involved shall remain exclusively with PhageTx. Upon
termination of the Service or this Agreement, or upon request at any time,
Advisor shall account for and return to PhageTx all papers and materials
containing any such confidential
information.
PhageTx shall be free to utilize the results of the Services described under
this Agreement without any further payment or obligation to Advisor. Thus, it is
also essential that Advisor shall undertake not to disclose to PhageTx any
information which is secret or confidential or belonging to Advisor or to a
third party, or with respect to which Advisor is under an obligation to a third
party to maintain confidentiality. Similarly, if during this Agreement Advisor
discloses any inventions to PhageTx which were conceived prior to the term or
are outside the scope of the Services under this Agreement, PhageTx shall have
no liability to Advisor because of its use of such ideas, except that this shall
not be construed as a license under any valid patent now or hereafter issued
thereon.
7. Publicity - Advisor shall not originate any publicity, news releases, or
other public announcement, written or oral, whether to the public press or
otherwise, relating to this Agreement, to any amendment hereto, or to
performance hereunder without PhageTx's prior written consent.
8. Conflict of Interest - Advisor represents that he is presently under no
obligation to any third party (including a prior employer, government
organization, and others with whom he may now consult or may have consulted
previously) which would prevent his carrying out his duties and obligations
under this Agreement or which is inconsistent with the provisions contained
herein. To avoid any potential conflict of interest, Advisor agrees to provide
written notice to PhageTx within one (1) week of entering into any consulting,
advisory or research agreement with a corporate third party in the field of
bacteriophage technology or products during the period Advisor is providing
Services to PhageTx. The term "Corporate" is intended to mean any organization
operating in the United States of America or in a foreign country with an
expressed intent to make profits and includes organizations like limited
partnerships, joint ventures, corporations, and the like.
9. Freedom of Action - It is agreed that Advisor's rendering of services under
this Agreement shall in no way conflict or interfere with his existing
professional responsibilities. In that Advisor is an independent contractor, and
not an employee of PhageTx, PhageTx shall not be responsible for Advisor's acts
while Advisor is performing the Services hereunder, whether on PhageTx's
premises or elsewhere, and Advisor shall not have authority to speak for,
represent, or obligate PhageTx in any way without the explicit prior written
authority from PhageTx.
If any part of this Agreement shall be held as unenforceable, the remainder of
the Agreement shall nevertheless remain in full force and effect and the
unenforceable provision shall be construed by the court in such a manner as to
be held enforceable while giving maximum effect to the intended meaning.
Please indicate Advisor's acceptance of the foregoing by returning a fully
executed copy of this Agreement to PhageTx.
Phage Therapeutics, Inc.: Advisor:
19017 - 120th Avenue Ne, Suite 102 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PhD
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. Honour /s/ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PhD /s/
-------------------------------- --------------------------
▇▇▇▇▇▇▇ ▇. Honour, PhD ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PhD
President & CEO Advisor
Date: 01.05.01 Date: 2/04/01
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ADVISORY AGREEMENT
Phage Therapeutics International Inc., and its wholly owned subsidiary Phage
Therapeutics, Inc., ("PhageTx" or the "Company") desire to engage the advisory
services ("Service") of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, MD, having offices and laboratory
operations located at Kuzell Institute for Arthritis and Infectious Diseases,
California Pacific Medical Center Research Institute, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("Kuzell") as an advisor ("Advisor") in the
general fields of bacterial infectious diseases, bacteriophage biology and
bacteriophage therapeutics. Advisor desires to provide such Service to PhageTx.
By execution of this Advisory Agreement (the "Agreement"), Advisor agrees to
provide such Service in accordance with the following terms and conditions:
1. Service - At time mutually agreeable to Advisor and PhageTx, and as requested
by PhageTx, Advisor will undertake the designated Service for one (1) year,
commencing on the effective date of this Agreement (See Section 4 below). It is
expected that Advisor will provide at least seventy-two (72) days of cumulative
Service during the one (1) year period of this Agreement, consisting of periodic
teleconferences, electronic mail, written communications, direct meetings, and
the like, upon the prior agreement of Advisor and PhageTx.
2. Compensation - As compensation for Advisor's Service, PhageTx will pay
Advisor a minimum of one thousand dollars ($1,000) per day for each full day of
Service provided during the one (1) year period of this Agreement as an advisory
fee ("Fee"). As compensation for any Service rendered in excess of twenty four
(24) days per year, PhageTX shall also pay Advisor one thousand dollars ($1,000)
per day for each full day of work. Partial days of work on which Advisor renders
Service shall be compensated by PhageTx on a fractional basis determined by
dividing the actual number of hours worked by either (8) and multiplying the
fractional result obtained by the applicable per day rate. In addition, at
certain times PhageTx may request that Advisor travel away from his home, and in
the event that this is agreeable to Advisor, Advisor shall be reimbursed for air
travel (economy class), as well as all reasonable living expenses, including,
but not limited to, car rental, meals, and lodging. For both the Fee and the
reimbursement of expenses, PhageTx shall make all payments to Advisor in
accordance with this paragraph within thirty (30) days of recepts of an invoice
with attached receipts from Advisor itemizing such expenses. Invoices should be
directed to: Phage Therapeutics, Inc., ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇. Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Controller.
In recognition and consideration of Advisor's potential contributions to the
Company's technology and product development efforts, PhageTx wishes Advisor to
participate in the Company's future success by granting to Advisor an option to
purchase shares of stock in the Company in accord with the legal terms and
conditions of the PhagTx Stock Option Plan. The actual grant of options will be
determined by the PhageTx Board of Direcotrs, which functions as the
Administrator of the Stock Option Plan, and will be provided under a separate
Stock Option Agreement.
3. Independent Contractor - It is agreed that Advisor will have complete freedom
of action as to the details, methods, and means of performing the Service. It is
further understood that Advisor is retained by and has contracted with PhageTx
only for the purposes and to the extent set forth in this Agreement, and that
Advisor's relation to PhageTx during the period of this Agreement shall be that
of an independent contractor, and that Advisor shall be free to dispose of such
portion of his entire time, energy and skill as he is not obligated to devote to
PhageTx in such manner as he sees fit to such persons, firms, or corporations as
he deems necessary, so long as same does not create a conflict of interest
between PhageTx and such other persons, firms or corporations.
Advisor shall not be considered under the provisions of this Agreement or
otherwise as having the status of an employee of PhageTx, nor shall Advisor be
entitled hereafter to participate in any plans, arrangements or distributions by
PhageTx relating to any pension, deferred compensation, bonus, stock bonus,
hospitalization, insurance or other benefits extended to its employees, since
Advisor is performing the Service as and independent contractor.
4. Effective Date, Term, Termination and Extension - This Agreement becomes
effective on January 1, 2001, and will continue in effect until December 31,
2001 (the first twelve-month-period). It is provided, however, that either
Advisor or Phage Tx may terminate this Agreement at any time during its term by
giving at least one (1) month written notice to the other. At the sole option of
PhageTx, this Agreement may be extended for one (1) or more consecutive twelve
period(s), under similar terms as are provided herein, except that certain of
the terms may be modified by mutual agreement of the parties, by PhageTx's
providing to Advisor written notice of its desire to continue the Agreement for
an additional term by at least two (2) months prior to the end of the twelve
(12)-month period in question.
5. Inventions - During Advisor's Service to PhageTx, PhageTx may disclose
certain confidential information to Advisor and may ask Advisor to participate
in activities that may result in inventions related to PhageTx's technology or
business. To the extent that Advisor is not precluded from doing so by a
pre-existing employment contract or another agreement, where, as a direct result
of such Services to PhageTx, Advisor receives or is made aware of technical
information by a PhageTx employee, consultant, advisor or contractor that causes
Advisor to conceive, make or develop any inventions relating to PhageTx's
bacteriophage technology or products, Advisor's signature hereon notices that
Advisor agrees to: a) give notice of any such invention to PhageTx; b) assign to
PhagTx all of Advisor's rights therein, in-so-far as those rights are not
subject to conditions of Advisor's current employment or another agreement; and,
c) execute any documents and otherwise reasonably cooperate with PhageTx in
securing patents on such inventions.
6. Security - Advisor shall, during and subsequent to providing Services to
PhageTx, keep confidential and shall not use any technical or other proprietary
information provided by PhageTx, including knowledge of PhageTx projects,
general activities and proprietary information not publicly disclosed relating
to PhageTx's technology, products and business which Advisor may acquire as a
result of the Services or otherwise. Advisor shall hold all such information in
strict confidence and shall not use or disclose such information in any manner,
or cause same to be published without PhageTx's prior written consent. This
obligation of confidence has been agreed to and is provided for between Advisor
and PhageTx in a separate Confidential Disclosure Agreement executed by both
parties on 01-01-2001
Title to all property involved shall remain exclusively with PhageTx. Upon
termination of the Service or this Agreement, or upon request at any time,
Advisor shall account for and return to PhageTx all papers and materials
containing any such confidential information.
PhageTx shall be free to utilize the results of the Services described under
this Agreement without any further payment or obligation to Advisor. Thus, it is
also essential that Advisor shall undertake not to disclose to PhageTx any
information which is secret or confidential or belonging to Advisor or to a
third party, or with respect to which Advisor is under an obligation to a third
party to maintain confidentiality. Similarly, if during this Agreement Advisor
discloses any inventions to PhageTx which were conceived prior to the term or
are outside the scope of the Services under this Agreement, PhageTx shall have
no liability to Advisor because of its use of such ideas, except that this shall
not be construed as a license under any valid patent now or hereafter issued
thereon.
7. Publicity - Advisor shall not originate any publicity, news releases, or
other public announcement, written or oral, whether to the public press or
otherwise, relating to this Agreement, to any amendment hereto, or to
performance hereunder without PhageTx's prior written consent.
8. Conflict of Interest - Advisor represents that he is presently under no
obligation to any third party (including a prior employer, government
organization, and others with whom he may now consult or may have consulted
previously) which would prevent his carrying out his duties and obligations
under this Agreement or which is inconsistent with the provisions contained
herein. To avoid any potential conflict of interest, Advisor agrees to provide
written notice to PhageTx within one (1) week of entering into any consulting,
advisory or research agreement with a corporate third party in the field of
bacteriophage technology or products during the period Advisor is providing
Services to PhageTx. The term "Corporate" is intended to mean any organization
operating in the United States of America or in a foreign country with an
expressed intent to make profits and includes organizations like limited
partnerships, joint ventures, corporations, and the like.
9. Freedom of Action - It is agreed that Advisor's rendering of services under
this Agreement shall in no way conflict or interfere with his existing
professional responsibilities. In that Advisor is an independent contractor, and
not an employee of PhageTx, PhageTx shall not be responsible for Advisor's acts
while Advisor is performing the Services hereunder, whether on PhageTx's
premises or elsewhere, and Advisor shall not have authority to speak for,
represent, or obligate PhageTx in any way without the explicit prior written
authority from PhageTx.
If any part of this Agreement shall be held as unenforceable, the remainder of
the Agreement shall nevertheless remain in full force and effect and the
unenforceable provision shall be construed by the court in such a manner as to
be held enforceable while giving maximum effect to the intended meaning.
Please indicate Advisor's acceptance of the foregoing by returning a fully
executed copy of this Agreement to PhageTx.
Phage Therapeutics, Inc.: Advisor:
19017 - 120th Avenue Ne, Suite 102 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, MD
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Kuzell Institute for Arthiritis and
Infectious Diseases
California Pacific Medical Center
Research Institute
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. Honour /s/ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/
-------------------------------- ---------------------
▇▇▇▇▇▇▇ ▇. Honour, PhD ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, MD
President & CEO Advisor
Date: 01.02.01 Date: 12/22/00
-------- --------
ADVISORY AGREEMENT
Phage Therapeutics International Inc., and its wholly owned subsidiary Phage
Therapeutics, Inc., ("PhageTx" or the "Company") desire to engage the advisory
services ("Service") of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PhD, as an advisor ("Advisor") in the
general fields of microbiology, bacteriophage biology and bacteriophage
therapeutics. Advisor desires to provide such Service to PhageTx. By execution
of this Advisory Agreement (the "Agreement"), Advisor agrees to provide such
Service in accordance with the following terms and conditions:
1. Service - At time mutually agreeable to Advisor and PhageTx, and as requested
by PhageTx, Advisor will undertake the designated Service for one (1) year,
commencing on the effective date of this Agreement (See Section 4 below). It is
expected that Advisor will provide at least twelve (12) days of cumulative
Service during the one (1) year period of this Agreement, consisting of periodic
teleconferences, electronic mail, written communications, direct meetings, and
the like, upon the prior agreement of Advisor and PhageTx.
2. Compensation - As compensation for Advisor's Service, PhageTx will pay
Advisor a minimum of one thousand dollars ($1,000) per day for each full day of
Service provided during the one (1) year period of this Agreement as an advisory
fee ("Fee"). As compensation for any Service rendered in excess of twelve (12)
days per year, PhageTX shall also pay Advisor one thousand dollars ($1,000) per
day for each full day of work. Partial days of work on which Advisor renders
Service shall be compensated by PhageTx on a fractional basis determined by
dividing the actual number of hours worked by either (8) and multiplying the
fractional result obtained by the applicable per day rate. In addition, at
certain times PhageTx may request that Advisor travel away from his home, and in
the event that this is agreeable to Advisor, Advisor shall be reimbursed for air
travel (economy class), as well as all reasonable living expenses, including,
but not limited to, car rental, meals, and lodging. For both the Fee and the
reimbursement of expenses, PhageTx shall make all payments to Advisor in
accordance with this paragraph within thirty (30) days of recepts of an invoice
with attached receipts from Advisor itemizing such expenses. Invoices should be
directed to: Phage Therapeutics, Inc., ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇. Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Controller.
In recognition and consideration of Advisor's potential contributions to the
Company's technology and product development efforts, PhageTx wishes Advisor to
participate in the Company's future success by granting to Advisor an option to
purchase shares of stock in the Company in accord with the legal terms and
conditions of the PhagTx Stock Option Plan. The actual grant of options will be
determined by the PhageTx Board of Direcotrs, which functions as the
Administrator of the Stock Option Plan, and will be provided under a separate
Stock Option Agreement.
3. Independent Contractor - It is agreed that Advisor will have complete freedom
of action as to the details, methods, and means of performing the Service. It is
further understood that Advisor is retained by and has contracted with PhageTx
only for the purposes and to the extent set forth in this Agreement, and that
Advisor's relation to PhageTx during the period of this Agreement shall be that
of an independent contractor, and that Advisor shall be free to dispose of such
portion of his entire time, energy and skill as he is not obligated to devote to
PhageTx in such manner as he sees fit to such persons, firms, or corporations as
he deems necessary, so long as same does not create a conflict of interest
between PhageTx and such other persons, firms or corporations.
Advisor shall not be considered under the provisions of this Agreement or
otherwise as having the status of an employee of PhageTx, nor shall Advisor be
entitled hereafter to participate in any plans, arrangements or distributions by
PhageTx relating to any pension, deferred compensation, bonus, stock bonus,
hospitalization, insurance or other benefits extended to its employees, since
Advisor is performing the Service as and independent contractor.
4. Effective Date, Term, Termination and Extension - This Agreement becomes
effective on December 1, 2001, and will continue in effect until November 30,
2001 (the first twelve-month-period). It is provided, however, that either
Advisor or Phage Tx may terminate this Agreement at any time during its term by
giving at least one (1) month written notice to the other. At the sole option of
PhageTx, this Agreement may be extended for one (1) or more consecutive twelve
period(s), under similar terms as are provided herein, except that certain of
the terms may be modified by mutual agreement of the parties, by PhageTx's
providing to Advisor written notice of its desire to continue the Agreement for
an additional term by at least two (2) months prior to the end of the twelve
(12)-month period in question.
5. Inventions - During Advisor's Service to PhageTx, PhageTx may disclose
certain confidential information to Advisor and may ask Advisor to participate
in activities that may result in inventions related to PhageTx's technology or
business. To the extent that Advisor is not precluded from doing so by a
pre-existing employment contract or another agreement, where, as a direct result
of such Services to PhageTx, Advisor receives or is made aware of technical
information by a PhageTx employee, consultant, advisor or contractor that causes
Advisor to conceive, make or develop any inventions relating to PhageTx's
bacteriophage technology or products, Advisor's signature hereon notices that
Advisor agrees to: a) give notice of any such invention to PhageTx; b) assign to
PhagTx all of Advisor's rights therein, in-so-far as those rights are not
subject to conditions of Advisor's current employment or another agreement; and,
c) execute any documents and otherwise reasonably cooperate with PhageTx in
securing patents on such
inventions.
6. Security - Advisor shall, during and subsequent to providing Services to
PhageTx, keep confidential and shall not use any technical or other proprietary
information provided by PhageTx, including knowledge of PhageTx projects,
general activities and proprietary information not publicly disclosed relating
to PhageTx's technology, products and business which Advisor may acquire as a
result of the Services or otherwise. Advisor shall hold all such information in
strict confidence and shall not use or disclose such information in any manner,
or cause same to be published without PhageTx's prior written consent. This
obligation of confidence has been agreed to and is provided for between Advisor
and PhageTx in a separate Confidential Disclosure Agreement executed by both
parties on December 3, 2000.
Title to all property involved shall remain exclusively with PhageTx. Upon
termination of the Service or this Agreement, or upon request at any time,
Advisor shall account for and return to PhageTx all papers and materials
containing any such confidential information.
PhageTx shall be free to utilize the results of the Services described under
this Agreement without any further payment or obligation to Advisor. Thus, it is
also essential that Advisor shall undertake not to disclose to PhageTx any
information which is secret or confidential or belonging to Advisor or to a
third party, or with respect to which Advisor is under an obligation to a third
party to maintain confidentiality. Similarly, if during this Agreement Advisor
discloses any inventions to PhageTx which were conceived prior to the term or
are outside the scope of the Services under this Agreement, PhageTx shall have
no liability to Advisor because of its use of such ideas, except that this shall
not be construed as a license under any valid patent now or hereafter issued
thereon.
7. Publicity - Advisor shall not originate any publicity, news releases, or
other public announcement, written or oral, whether to the public press or
otherwise, relating to this Agreement, to any amendment hereto, or to
performance hereunder without PhageTx's prior written consent.
8. Conflict of Interest - Advisor represents that he is presently under no
obligation to any third party (including a prior employer, government
organization, and others with whom he may now consult or may have consulted
previously) which would prevent his carrying out his duties and obligations
under this Agreement or which is inconsistent with the provisions contained
herein. To avoid any potential conflict of interest, Advisor agrees to provide
written notice to PhageTx within one (1) week of entering into any consulting,
advisory or research agreement with a corporate third party in the field of
bacteriophage technology or products during the period Advisor is providing
Services to PhageTx. The term "Corporate" is intended to mean any organization
operating in the United States of America or in a foreign country with an
expressed intent to make profits and includes organizations like limited
partnerships, joint ventures, corporations, and the like.
9. Freedom of Action - It is agreed that Advisor's rendering of services under
this Agreement shall in no way conflict or interfere with his existing
professional responsibilities. In that Advisor is an independent contractor, and
not an employee of PhageTx, PhageTx shall not be responsible for Advisor's acts
while Advisor is performing the Services hereunder, whether on PhageTx's
premises or elsewhere, and Advisor shall not have authority to speak for,
represent, or obligate PhageTx in any way without the explicit prior written
authority from PhageTx.
If any part of this Agreement shall be held as unenforceable, the remainder of
the Agreement shall nevertheless remain in full force and effect and the
unenforceable provision shall be construed by the court in such a manner as to
be held enforceable while giving maximum effect to the intended meaning.
Please indicate Advisor's acceptance of the foregoing by returning a fully
executed copy of this Agreement to PhageTx.
Phage Therapeutics, Inc.: Consultant:
▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PhD
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. Honour /s/ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/
-------------------------------- ------------------------
▇▇▇▇▇▇▇ ▇. Honour, PhD ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PhD
President & CEO Advisor
Date: 12.26.00 Date: 12/20/00
-------- ---------