CONSULTING AGREEMENT
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This Agreement is entered into as of the 18th day of January, 1999, by
and between GloboMax LLC (GloboMax), a Maryland limited liability company
located at 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000, and Advanced Viral
Research Corp. (AVRC), whose address is 000 Xxxxxxxxx Xxxx. Xxxxx, Xxxxxxx, XX
00000.
AVRC desires to retain GloboMax to provide consulting services to AVRC,
and GloboMax is willing to provide such services to AVRC, on the terms and
conditions set forth herein:
1. Consulting Services
GloboMax hereby agrees to provide AVRC services pertaining to AVRC's
IND submission and to perform all work that is necessary to obtain FDA's
approval. In performing the consulting activities as requested by AVRC, GloboMax
shall comply with the written instructions of AVRC, standard operating
procedures mutually approved by AVRC and GloboMax, and relevant professional
standards.
2. Term of Agreement
Subject to the terms hereof, the term of this Agreement shall begin on
January 18, 1999 and continue through December 31, 1999. The term may be
modified or extended only by mutual written agreement of both parties.
3. Progress Reports
GloboMax shall use reasonable efforts to perform all services, to keep
AVRC advised of the progress of the work, to permit representatives of AVRC to
inspect from time to time, during normal business hours, such results of said
services as are susceptible of inspection, and to provide AVRC with such
documentation, reports, specifications, drawings, models, and the like as are
appropriate to the nature of the services to be performed hereunder.
4. Compensation
In consideration for GloboMax's services hereunder, AVRC shall pay
GloboMax on a monthly basis for the actual hours worked and according to the
following rates during the term of the Agreement:
Hourly Rate Service Provider at GloboMax LLC
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$285 President, Senior V.P., V.P., Officer Division
Director, Division/Section Manager
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$185 Senior Scientist/Team Leader, Senior Biostatitician,
Senior Programmer, Clinical Services Manager,
Project Manager, QA Auditor
$130 Scientist, Biostatitician, Programmer, Project
Coordinator, QA Coordinator, Clinical Data
Coordinator
$85 Data Analyst, Regulatory Coordinator, Technical
Assistant, Administrative Assistant
GloboMax shall also be reimbursed for reasonable out-of-pocket expenses
incurred by its members and employees, and which have the prior approval of
AVRC. Such expenses include all travel, food and lodging where applicable, and
telephone calls which relate to the services provided hereunder.
5. Payment
Payment shall be made to:
GloboMax, LLC
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Fed. I.D. # 00-0000000
Invoices submitted by GloboMax to AVRC shall describe in detail the
services performed and include receipts for all out-of-pocket expenses. AVRC
shall pay invoices received from GloboMax within thirty (30) days upon receipt
of the invoices. Late payment will incur a 0.05% late fee for every day past
due.
6. Termination
Either party reserves the right forthwith to terminate this Agreement
at any time by providing the other part with thirty (30) days prior written
notice. In the event this Agreement is terminated by AVRC without cause,
GloboMax shall cease further charges upon receipt of the termination notice from
AVRC. However, GloboMax shall be entitled to receive payment for all work and
services performed or committed to third parties up to the effective date of
termination, provided that such services and commitments have been previously
authorized by AVRC, and such commitments cannot be canceled or terminated.
7. Confidentiality
Any confidential information acquired by or disclosed to GloboMax from
AVRC which is clearly identified in writing as confidential, concerning existing
or contemplated products, processes, operations, machines, techniques,
transactions, or know-how, or any information or data developed
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or generated pursuant to the performance of this Agreement shall not be
disclosed by GloboMax to others or used for GloboMax's own benefit without the
prior written consent of AVRC. All written documents containing any such AVRC
proprietary/confidential information shall remain the property of AVRC, and all
such documents together with any copies or excerpts thereof shall be promptly
destroyed or returned to AVRC upon request. GloboMax's obligations under this
paragraph shall apply to all such information except that which:
a. is or becomes public domain through no fault of GloboMax, its
directors, officers or employees;
b. was in possession of GloboMax before receipt from AVRC, such
possession being documented prior to the date of such receipt;
c. is lawfully received from a third party having a right to
further disclosure and not under a confidentiality obligation
to AVRC; or
The obligation to hold such information in confidence shall survive the
termination of this Agreement, but shall terminate at the end of five (5) years
from the termination of this Agreement. GloboMax shall not disclose to AVRC, or
induce AVRC to use, any confidential information belonging to others.
8. Publication
GloboMax may not publish any articles or make any presentations
relating to this Agreement or to the services or referring to any date,
information, materials, and results generated as part of the services, in whole
or in part, without the prior written consent of AVRC.
9. Intellectual Property
AVRC's intellectual property rights and trade secrets contained in its
confidential and proprietary information provided to GloboMax shall remain the
property of AVRC.
Each party shall own any intellectual property it creates. To the
extent that the use of such property is necessary to carry out this Agreement,
the other party shall have a non-exclusive, royalty-free license to use such
property for this Agreement.
If intellectual property is jointly created, it shall be jointly owned,
and the parties shall agree in writing on a mechanism for allocating revenues
derived by either party from the use of such property.
10. Indemnification
AVRC shall indemnify, defend, and hold harmless GloboMax, its members
and employees, for any and all damages, costs, expenses, and other liabilities,
including reasonable attorney's fees and court costs, incurred in connection
with any third-party claim, action, or proceeding arising from
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any breach of AVRC of any of its obligations hereunder; provided, however, that
AVRC shall have no obligation hereunder with respect to any claim, action or
proceeding to the extent that it arises from the negligence or willful
misconduct of GloboMax or any of its members or employees; or the breach by
GloboMax of any of its obligations under this Agreement.
GloboMax shall indemnify, defend, and hold harmless AVRC, its
directors, officers, employees, or representatives for any and all damages,
costs, expenses, and other liabilities, including reasonable attorney's fees and
court costs, incurred in connection with any third party claim, action or
proceeding arising from (a) any breach by GloboMax of any warranty or obligation
hereunder, or (b) any negligence or willful misconduct of GloboMax or any of its
members or employees, or the breach by GloboMax of any of its obligations under
this Agreement; provided, however that GloboMax shall have no obligation
hereunder with respect to any claim, action, or proceeding to the extent arising
from the negligence or willful misconduct of AVRC or any of its directors,
officers, employees, or representatives, or the breach of AVRC of any of its
obligations under this Agreement.
11. Conflicts
GloboMax represents that it has the legal right to enter into this
Agreement and that it is under no obligation to any third party that
would prevent it from fulfilling its obligations under this Agreement.
12. Assignments
This Agreement is not assignable by GloboMax without the prior written
consent of AVRC, AVRC shall have the right to assign this Agreement to any of
its subsidiaries or affiliates.
13. Severability
Any provision or provisions of this Agreement which shall prove to be
invalid, void, or illegal shall in no way affect or impair or
invalidate any other provisions, and the remaining provisions shall
remain in full force and effect.
14. No Waiver and No Warranties
No waiver or modification of this Agreement or any provision hereof
shall be valid and no evidence of waiver or modification shall be offered or
received in evidence in any proceeding, arbitration or litigation between the
parties hereto arising out of or affecting this Agreement or the rights or
obligations of the parties hereunder, unless such waiver or modification is in
writing duly signed by both parties.
15. Force Majeure
GloboMax shall not be liable for any failure to perform as required by
this Agreement, to the extent such failure to perform is due to circumstances
reasonably beyond GloboMax's control, such
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as labor disturbances or labor disputes of any kind, accidents, failure of any
governmental approval required for full performance, civil disorders or
commotion, acts of aggression, acts of God, energy or other conservation
measures, explosions, failure of utilities, mechanical breakdowns, material
shortages, disease, or other such occurrences. Performance shall be excused for
the period of such delay. Notice of the start and stop of any such force majeure
shall be provided to AVRC.
16. Governing Law
This Agreement and the rights and obligations of both parties shall be
governed and construed in accordance with the laws of the State of Maryland,
without giving effect to its choice of law or conflict of laws rules.
17. Publicity
Except as required by law, neither party shall use the name of the
other party nor the name of any employee or agent of the other party in any
advertising, news release, announcement, or other form of publicity concerning
this Agreement without the prior written permission of the other party.
18. Independent Contractor
The status of the parties shall be as independent contractors and not
as employer-employee or principal-agent of the other. The only monetary or
economic obligation of AVRC to GloboMax shall be to provide payment for
GloboMax's services. Neither party shall have the authority to legally bind the
other in contract, debt, or otherwise, nor shall either hold itself out as
having such authority.
19. Order of Precedence
This Agreement represents the entire and only agreement between the
parties hereto with respect to the services being performed hereunder, and takes
precedence over the terms of all prior representations, discussions, proposals,
or agreements relative thereto.
20. Notices
Any notices required to be given or which shall be given under this
Agreement shall be in writing delivered by first class mail addressed to the
parties as follows:
GloboMax LLC Advanced Viral Research Corp.
Xxxxx Xxxxx, Phamr.D., Ph.D. Xx. Xxxxxx X. Xxxxxxxxx
President & CEO President & CEO
0000 Xxxxxxx Xxxxx, Xxxxx 000 000 Xxxxxxxxx Xxxx., Xxxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
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21. Entire Agreement
This Agreement contains the complete understanding between the parties
with respect to the subject matter hereof, and supercedes all other agreements,
whether written or oral, between the parties concerning such subject matter. No
amendments, changes, or supplements to this Agreement, including without
limitation, changes in the services to be performed, total costs, and periods of
performance, shall be effective unless made in writing and signed by authorized
representatives of both parties.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed.
GloboMax LLC Advanced Viral Research Corp.
By: /s/ Xxxxx Xxxxx, Pharm, D., Ph.D. By: /s/ Xx. Xxxxxx X. Xxxxxxxxx
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Name: Xxxxx Xxxxx, Pharm, D., Ph. D. Name: Xx. Xxxxxx X. Xxxxxxxxx
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Title: President & CEO Title: President & CEO
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Date: January 18, 1999 Date: January 18, 1999
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