Exhibit 10.25
CONSULTING AGREEMENT, as amended in September 2004.
THE CONSULTING AGREEMENT (the "Agreement"), made the first day of October,
2002, and entered into by Omrix Biopharmaceuticals, Inc., a Delaware corporation
(the "Company"), and Bemsol SA, a Belgian corporation represented by Xxxxxxxx
Xxxxxxxxx, with an address of 22, avenue des Pommiers at X-0000 Xxxxxxx (the
"Consultant") is amended as of 23 September 2004 as follows:
2. Term. This Agreement is renewed for a period of two years, ending on 30
September 2006 (such period, as it may be extended, being referred to as the
"Consultation Period"), unless sooner terminated in accordance with the
provisions of Section 4.
3. Compensation and Benefits.
3.1 Compensation. In consideration for the consulting services
rendered by the Consultant, the Consultant shall receive the compensation as
indicated on Exhibit A.
3.2 Reimbursement of Expenses. The Company shall reimburse the
Consultant for all reasonable and necessary expenses incurred or paid by the
Consultant in connection with, or related to, the performance of his services
under this Agreement. The Consultant shall submit to the Company itemized
monthly Statements of such expenses incurred in the previous month. The Company
shall pay to the Consultant amounts shown on each such statement within 30 days
after receipt thereof. As a specific item, it is agreed that Omrix will
compensate the cost of the Consultant's car as indicated in Exhibit A.
3.3 Benefits. The Consultant shall not be entitled to any benefit,
coverage or privilege, including, without limitation, social security,
unemployment, medical or pension payments, made available to employees of the
Company.
4. Termination.
At its expiration, the Consultation Period may be renewed by mutual agreement
for an additional period of one year. Conversely, this agreement can be ended
prior to its normal end if both parties agree so and settle any compensation
and/or prejudice pending. As an indication for the prejudice to the Consultant
of an early termination of the contract, it is agreed that Omrix will compensate
the Consultant for the fee due for the remaining period of this agreement,
limited to a maximum of one year.
Notwithstanding the foregoing, the Company may terminate the Consultation
Period, effective immediately upon receipt of written notice, if the Consultant
breaches or threatens to breach any provision of Section 6.
7.1 Independent Contractor Status. The Consultant shall perform all
services under this Agreement as an "independent contractor" and not as an
employee of the Company.
7.2 Consent to use of Name. The Consultant hereby consents to the use of
his name by the Company, as required, in connection with any business plan or
marketing materials prepared for use by the Company and any registration
statement, prospectus or other document filed with the United States Securities
and Exchange Commission, the National Association of Securities Dealers, Inc.
and the Nasdaq Stock Market.
8. Notices. All notices required or permitted under this Agreement shall be
in writing and shall be deemed effective upon personal delivery or upon postal
deposit by registered or certified mail, postage prepaid, addressed to the other
party at the address shown above, or at such other address or addresses as
either party shall designate to the other in accordance with this Section 8.
9. Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.
10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and Supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.
11. Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Consultant.
12. Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Delaware.
13. Successors and Assigns. This Agreement shall be binding upon, and inure
to the benefit of, both parties and their respective successors and assigns,
including any corporation with which, or into which, the Company may be merged
or which may succeed to its assets or business, provided, however, that the
obligations of the Consultant are personal and shall not be assigned by him.
14. Miscellaneous.
14.1 No delay or omission by the Company in exercising any right under
this Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.
14.2 The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
14.3 In the event that any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
14.4 All articles not mentioned in the amendment remain in force as
originally agreed.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
Omrix Biopharmaceuticals, INC.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Title: Chief Executive Officer
Bemsol SA
By: /s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
Title: Managing Director
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SCHEDULE A
Services and Compensation
I. Services
a) Meetings/Phone Calls with Company Management, mostly Xxxxxx Xxxx and
other members of the Management Committee
b) Meetings/Phone Calls with industry contacts, if requested by
Management and determined appropriate by Consultant
c) Review and Comments on Drafts of Company Materials, Sections of
Business Plans, etc
d) The service time is set to 60% of a standard full time schedule.
II. Compensation
a) Euro 24.750 Consulting fee per quarter
b) If services are performed on an occasional basis in excess of 60% of a
standard full time schedule at the mutual agreement of the parties,
Consultant will receive additional cash consulting fees equal to Euro
770 per day.
c) The Company will pay the Consultant Euro 1.000 per month, payable
quarterly, for the use of its car.
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