Common use of Offices and Duties Clause in Contracts

Offices and Duties. (a) During the Term (as hereinafter defined), Executive shall serve as the Chief Financial Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are from time to time reasonably assigned to Executive by the Company’s Chief Executive Officer or Board of Directors (the “Board”). Such duties and responsibilities shall include but not be limited to general oversight and management over all financial operations of the Company and any subsidiaries of the Company. Executive shall report to the Company’s Chief Executive Officer. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to his or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoing, Company acknowledges that Executive shall be permitted to render the services set forth in Schedule 1 hereto and such other activities that do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Board has expressly consented and approved in advance in writing. Executive represents and warrants to the Company that Executive has the legal right to enter into this Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms and that Executive is not a party to any agreement or understanding, written or oral, which could prevent Executive from entering into this Agreement or performing all of Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all of the Company’s obligations hereunder.

Offices and Duties. (a) During the Term (as hereinafter defined), Executive shall serve as the Chief Financial Executive Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are from time to time reasonably assigned to the Executive by the Company’s board of directors. The Company’s board of directors may elect or designate Executive to serve in such other corporate offices of the Company or a subsidiary or affiliate of the Company as the Company’s board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive shall accept so long as such other offices, and the duties and responsibilities related thereto, are reasonably complimentary to Executive’s role as Chief Executive Officer or Board of Directors (the “Board”). Such duties and responsibilities shall include but not be limited to general oversight and management over all financial operations of the Company and any subsidiaries of the Company. Executive shall report to the Company’s Chief Executive Officerno lesser role than senior executive management of such subsidiary or affiliate. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to his him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoing, Company acknowledges that Executive shall be permitted to render the services set forth may engage or participate in Schedule 1 hereto and such other activities, including serving on the board of directors of other companies whose business activities are not directly competitive with that of the Company, and in a manner as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Board Company’s board of directors has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities of the Company. The Executive represents and warrants to the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms terms; and (ii) that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all of the Company’s obligations hereunder.

Offices and Duties. (a) During the Term (as hereinafter defined), Executive shall serve as the Chief Financial Executive Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are from time to time reasonably assigned to the Executive by the Company’s Chief board of directors. The Company’s board of directors may elect or designate Executive Officer or Board of Directors (the “Board”). Such duties and responsibilities shall include but not be limited to general oversight and management over all financial operations serve in such other corporate offices of the Company and any subsidiaries or a subsidiary or affiliate of the Company. Executive shall report to Company as the Company’s Chief board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive Officershall accept. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to his him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoing, Company acknowledges that Executive shall be permitted to render the services set forth may engage or participate in Schedule 1 hereto and such other activities that incidental to any other full-time employment or occupation as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Board Company’s board of directors has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s board of directors, and observe and comply with such rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors. The Executive represents and warrants to the Company that the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms and that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all of the Company’s obligations hereunder.

Offices and Duties. (a) During The Company hereby employs Executive during the Term (as hereinafter defined), Executive shall ) to serve as the Company’s President and Chief Financial Executive Officer and to perform such executive and supervisory duties on behalf of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are the Company’s Board of Directors may from time to time reasonably assigned direct. During such period as Xxxxx X. Xxxxxxxx, Ph.D. is a consultant to Executive or employed by the Company, Executive agrees to serve as Co-President with Xxxxx X. Xxxxxxxx. Until such time as the Company employs a person to act as a controller or Chief Financial Officer, Executive also agrees to serve as the Company’s Acting Chief Executive Financial Officer. The Company agrees to employ a person to act as a controller or Chief Financial Officer immediately after the Company receives its initial debt or equity financing. By its approval of this Agreement, the Company’s Board of Directors (the “Board”). Such duties and responsibilities shall include but not be limited also agree to general oversight and management over all financial operations of the Company and any subsidiaries of the Company. elect Executive shall report to serve as the Company’s Chief Executive OfficerChairman of the Board. Executive hereby accepts such employment and agrees that throughout the Term he she shall faithfully, diligently and to the best of his her ability, in furtherance of the business of the Company, perform the duties assigned to his her or incidental to the offices assumed by him her pursuant to this Section. Executive shall devote substantially all of his her business time and attention to the business and affairs of the Company Company, but Executive shall not be required to devote any minimum amount of time or report or perform her duties hereunder on a fixed or periodic basis, and the performance of Executive’s Executive may engage or participate in such other activities incidental to any other employment, occupation or business venture or enterprise as do not materially interfere with or compromise her ability to perform her duties and responsibilities hereunder. Notwithstanding the foregoing, however, until such time as the Company acknowledges that has received debt or equity financing aggregating not less than $1,250,000.00, Executive shall not be required to work on a full-time basis for the Company and may continue to work as a professor at Seton Hall University and during such period Executive shall be permitted paid at a per annum rate equal to render seventy-five percent (75%) of the services set forth in Schedule 1 hereto and Base Salary and, within six (6) months after such other financing is received by the Company Executive shall cease her teaching activities as presently conducted by her, although Executive may continue to teach on less than a full-time basis provided that do it does not materially interfere or conflict with, with or compromise his her ability to perform, his perform her duties hereunder, and do not create as a potential business conflict, and with respect to which the Board has expressly consented and approved in advance in writing. Executive represents and warrants to the Company that Executive has the legal right to enter into this Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms and that Executive is not a party to any agreement or understanding, written or oral, which could prevent Executive from entering into this Agreement or performing all of Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all full-time employee of the Company’s obligations hereunder.

Offices and Duties. (a) During The Company hereby employs Executive during the Term (as hereinafter defined), Executive shall ) to serve as the Company's President and Chief Financial Executive Officer and to perform such executive and supervisory duties on behalf of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are the Company's Board of Directors may from time to time reasonably assigned to Executive by direct. By its approval of this Agreement, the Company’s Chief Executive Officer or 's Board of Directors (shall also agree to elect Executive to serve as the “Board”). Such duties Company's Chairman, and responsibilities shall include but not be limited may elect or designate Executive to general oversight and management over all financial operations serve in such other corporate offices of the Company and any subsidiaries or a subsidiary or affiliate of the Company as the Company. 's Board of Directors from time to time may deem necessary, proper or advisable and as the Executive shall report to the Company’s Chief Executive Officeraccept. Executive hereby accepts such employment and agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to his him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoingCompany, Company acknowledges that but Executive shall not be permitted required to render the services set forth devote any minimum amount of time or report or perform his duties hereunder on a fixed or periodic basis, and Executive may engage or participate in Schedule 1 hereto and such other activities that incidental to any other employment, occupation or business venture or enterprise as do not materially interfere or conflict with, with or compromise his ability to perform, perform his duties hereunder, and do not create a potential business conflict, and with respect to which the Board has expressly consented and approved in advance in writing. Executive represents and warrants shall at all times be subject to the Company that Executive has the legal right to enter into this Agreement direction and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms and that Executive is not a party to any agreement or understanding, written or oral, which could prevent Executive from entering into this Agreement or performing all of Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all control of the Company’s obligations hereunder's Board of Directors, and observe and comply with such rules, regulations, policies and practices as the Company's Board of Directors may from time to time establish.

Offices and Duties. Commencing as of the date the Company consummates the acquisition of Artisan (a) During the “Effective Date”), the Company agrees to employ Employee during the Term (as hereinafter defined), Executive shall serve as ) to manage the Chief Financial Officer day-to-day activities of “artisan” and to perform such other duties and work with other employees of the Company and shall have such duties its Affiliates (as defined below, but essentially, IVFH and responsibilities that are commensurate with such position its subsidiaries, whether now in existence or later established) in connection therewith on behalf of the Company as the Board of Directors of the Company or the Company’s senior officers (e.g., the Chief Executive Officer or the President and such other duties and responsibilities consistent with such position as are Chief Information Officer) may from time to time reasonably assigned to Executive by the Company’s Chief Executive Officer or direct. The Board of Directors (the “Board”). Such duties and responsibilities shall include but not be limited to general oversight and management over all financial operations of the Company and any subsidiaries may elect or designate Employee to serve in such corporate offices of the CompanyCompany or an Affiliate as it may from time to time deem necessary, proper or advisable with the consent of Employee, which shall not be unreasonably withheld or delayed. Executive shall report to the Company’s Chief Executive Officer. Executive Employee hereby accepts such employment and agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the CompanyCompany and its Affiliates, perform the duties assigned to his or incidental to the offices assumed by him pursuant to this Section. Executive Employee shall devote all of his business time and attention to the business and affairs of the Company Company. The previous sentence notwithstanding, Employee may, during business hours, (i) attend to personal matters involving charitable activities and passive investments and (ii) devote less than 5% of his time to the business of W.A. Imports, Inc., a corporation formed under the laws of Illinois which is in the business of importing, distributing and/or manufacturing citrus products and condiments (“WAI”), which business activities shall be limited to preparing sales invoices and attending trade shows, provided that these matters do not interfere with the performance of Executive’s his duties and responsibilities hereunderunder this Agreement. Notwithstanding Employee shall at all times be subject to the foregoingdirection and control of the Board of Directors of the Company and observe and comply with such rules, regulations, policies and practices as the Board of Directors of the Company acknowledges may from time to time reasonably establish in the exercise of its good faith discretion. The term “Affiliate” means, at any time during the Term, any company, corporation, partnership, association or entity of any type or nature that Executive shall be permitted to render controls or is controlled by the services set forth in Schedule 1 hereto and such other activities that do not interfere or conflict withCompany, or compromise his ability to performis under common control with the Company. By way of illustration, his duties hereunderas of the Effective Date, Affiliates include IVFH and do not create a potential business conflict, and with respect to which the Board has expressly consented and approved in advance in writing. Executive represents and warrants to the Company that Executive has the legal right to enter into this Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms and that Executive is not a party to any agreement or understanding, written or oral, which could prevent Executive from entering into this Agreement or performing all of Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all of the Company’s obligations hereundersubsidiaries.

Offices and Duties. (a) During the Term (as hereinafter defined), Executive shall serve as the Chief Financial Officer President of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are from time to time reasonably assigned to the Executive by the Company’s Chief Executive Officer and board of directors. The Company’s board of directors may elect or Board of Directors (the “Board”). Such duties and responsibilities shall include but not be limited designate Executive to general oversight and management over all financial operations serve in such other corporate offices of the Company and any subsidiaries or a subsidiary or affiliate of the Company. Executive shall report to Company as the Company’s Chief board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive Officershall accept. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to his him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoing, Company acknowledges that Executive shall be permitted to render the services set forth may engage or participate in Schedule 1 hereto and such other activities that incidental to any other full-time employment or occupation as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Board Company’s board of directors has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s Chief Executive Officer and its board of directors, and observe and comply with such rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s Chief Executive Officer. The Executive represents and warrants to the Company that the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms and that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all of the Company’s obligations hereunder.

Offices and Duties. (a) During the Term (as hereinafter defined), Executive shall serve as the Chief Financial Officer President and CEO of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are from time to time reasonably assigned to Executive by the Company’s Chief Executive Officer or Board of Directors (the “"Board”"). Such duties and responsibilities shall include but not be limited to the following: (i) general oversight and management over all financial day to day operations of the Company and any subsidiaries of the Company, (ii) oversight and supervision, directly or indirectly, over all employees of the Company, including but not limited to the right and authority to hire and terminate such employees (other than the Chief Financial Officer), and (iii) in conjunction with the Board, setting the overall direction and strategy of the Company. Executive shall report to the Company’s Board of Directors. Executive will be the most senior employee of the Company and all employees of the Company will report directly or indirectly to him; provided the foregoing shall not be interpreted as preventing the Chief Financial Officer to report dually to Executive and to the Board or any committee thereof, including the Audit Committee. Executive will advise the Board before terminating any officer of the Company and will give Board the opportunity to comment on and discuss such proposed termination, although Executive’s decision (with respect to all employees other than the Chief Executive Officer) will be final. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to his him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoing, Company acknowledges that Executive shall be permitted to render the services set forth in Schedule 1 hereto and such other activities that do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Board has expressly consented and approved in advance in writing. Executive represents and warrants to the Company that Executive has the legal right to enter into this Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms and that Executive is not a party to any agreement or understanding, written or oral, which could prevent Executive from entering into this Agreement or performing all of Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all of the Company’s obligations hereunder.

Offices and Duties. (a) During The Company hereby employs Executive during the Term (as hereinafter defined), Executive shall ) to serve as the Company’s Co-President and Chief Financial Operating Officer and to perform such executive and supervisory duties on behalf of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are the Company’s Board of Directors may from time to time reasonably assigned direct. During such period as Xxxxx X. Xxxxxxxxx, Ph.D. is a consultant to Executive or employed by the Company’s Chief , Executive Officer or Board of Directors (the “Board”). Such duties and responsibilities shall include but not be limited agrees to general oversight and management over all financial operations of the Company and any subsidiaries of the Company. Executive shall report to the Company’s Chief Executive Officerserve as Co-President with Xxxxx X. Xxxxxxxxx. Executive hereby accepts such employment and agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to his or incidental to the offices assumed by him pursuant to this Section. Executive shall devote substantially all of his business time and attention to the business and affairs of the Company Company, but Executive shall not be required to devote any minimum amount of time or report or perform his duties hereunder on a fixed or periodic basis, and the performance of Executive’s Executive may engage or participate in such other activities incidental to any other employment, occupation or business venture or enterprise as do not materially interfere with or compromise his ability to perform his duties and responsibilities hereunder. Notwithstanding the foregoing, however, the commencement date of the Term (the “Commencement Date”) shall be deferred until the date that is not more than six (6) months following the date on which the Company acknowledges that has received debt or equity financing aggregating not less than $2,500,000.00, and until such date Executive shall serve as a consultant to the Company at an hourly rate of $120.00 per hour and shall be permitted to render continue his full time employment with Unigene Laboratories Inc. As a consultant to the services set forth in Schedule 1 hereto and such other activities that do Company, Executive shall not interfere or conflict with, or compromise his ability be required to perform, his duties hereunderdevote any minimum number of hours to the business of the Company, and do not create a potential business conflicthe shall coordinate his schedule and responsibilities with Xx. Xxxxxxxxx, and with respect to which the Board has expressly consented and approved in advance in writing. Executive represents and warrants to the Company that Executive has the legal right to enter into this Agreement and to perform all President of the obligations on Executive’s part to be performed hereunder in accordance with its terms and that Executive is not a party to any agreement or understanding, written or oral, which could prevent Executive from entering into this Agreement or performing all of Executive’s obligations hereunderCompany. The Company represents and warrants shall give notice to Executive that of the date on which it has received such financing aggregating not less than $2,500,000.00, and Executive shall advise the Company has the legal right to enter into this Agreement and to perform all of the obligations date on the Company’s part which he intends to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oralcommence his full-time employment under this Agreement, which could prevent date shall be not less than six (6) months after the Company from entering into this Agreement or performing all date of the Company’s obligations hereundernotice to him.