SCIENTIFIC ADVISORY BOARD AND CONSULTING AGREEMENT (the “Agreement”), made this
day of ("the Effective Date"), is entered into by Nanoviricide, Inc., a Florida
corporation with its principal place of business at 135 Wood Street, West Haven,
CT 06516 (the “Company”), and (the “Consultant”).
Company desires to retain distinguished physicians and scientists as members
the Company's Scientific Advisory Board (the "Board") to advise the Company
respect to new and existing compounds and products in research and development
in the field of HIV, Hepatitis C and other viral diseases. The Company and
Consultant desire to enter into this Agreement in order to set forth the basis
on which Consultant will serve as a member of the Board and provide consulting
services to the Company in relation thereto.
consideration of the mutual covenants set forth below, the parties hereby agree
Consultant will provide ongoing advice to the Company with respect to research,
development and marketing of anti-viral and anti-microbial products. Such
services shall be performed as requested by the Company, at such places and
times as shall be mutually agreeable to the Company and Consultant. It is
anticipated that the Board will meet in person on four (4) occasions per year.
In addition, Consultant shall be available to consult with the Company with
respect to anti-viral and anti-microbial diseases opportunities, over the
telephone and in person, as requested by the Company and at mutually agreeable
times and locations. Services performed pursuant to this Agreement shall be
performed at such times as shall not conflict with Consultant's obligations
Consultant's primary employer or other third parties for whom Consultant
provides consulting services. Consultant shall have no minimum consulting
Consultant agrees to perform all services for the Company hereunder faithfully,
diligently and to the best of Consultant's skill and ability.
Consultant represents that Consultant has the authority to enter into this
Agreement and that Consultant's performance of the terms of this Agreement
service as a member of the Board and a consultant to the Company do not and
not breach any obligation or agreement of Consultant to Consultant's primary
employer or any
Consultant understands and acknowledges that the payments Consultant will
receive pursuant to Section 2 below are intended solely to compensate Consultant
for the services Consultant will provide hereunder. Such payments shall in
way influence Consultant's professional judgment in performing services
hereunder or otherwise.
anticipated that the Company shall hold approximately four(4)Scientific Advisory
Board meetings per annum. The Consultant will be granted each quarter 10,000
warrants to purchase the Company’s common stock at 120% of the Company’s closing
stock quote on the day following the meeting. Should the Company not call a
quarterly meeting, quarterly options will be granted on May 15, August 15,
November 15, and February 15. The warrants have a four year expiry date.
Company will reimburse Consultant for travel and other out-of-pocket expenses
reasonably and properly incurred by Consultant in the course of performing
services under this Agreement; provided, however, that Consultant provides
Company with appropriate receipts and other relevant documentation for all
costs as part of any request by Consultant for reimbursement. Notwithstanding
the foregoing, Consultant shall obtain the prior
consent of the Company for any expenses that will exceed, in the aggregate,
understood and agreed that Consultant is an independent contractor and not
employee of the Company. Consultant has no authority to obligate the Company
contract or otherwise and shall in no way represent Consultant to be an employee
or officer of the Company. Consultant will not be eligible for any employee
benefits, nor will the Company make deductions from Consultant's fees for any
taxes. Taxes shall be the sole responsibility of Consultant.
Company acknowledges that Consultant has other employment and consulting
obligations, and that these obligations may take priority over the obligations
Consultant has to the Company by reason of this Agreement.
Company's policy is that persons who serve as principal investigators for
clinical trials sponsored by the Company may not hold stock or other equity
interests in the Company. Consultant agrees that if in the future Consultant
becomes a principal investigator or otherwise plays a significant role in any
clinical trial sponsored by the Company, Consultant will comply with this
order to avoid conflicts concerning ownership of intellectual property,
Consultant will not conduct work for the Company on the premises of Consultant's
employer or with its facilities unless there is a written agreement covering
such work between the Company and such institution.
During the course of Consultant's services hereunder, the Company may disclose,
or Consultant may otherwise have access to, Proprietary Information of the
Company. For purposes of this Agreement, "Proprietary Information" shall mean
information relating to the Company's research and development programs and
results, therapeutic candidates and products, clinical and preclinical data,
Inventions (as defined in Section 7), trade secrets, business strategy, patent
rights, licenses, product and marketing strategy and materials, market data,
personnel, consultants, suppliers, manufacturers, licensors, licensees,
partners, affiliates, customers, potential customers or others, or other matters
related to and treated confidentially by the Company.
Proprietary Information subject to this Section 5 shall not include information
that: (i) is or later becomes available to the public through no breach of
Agreement by Consultant; (ii) is obtained by Consultant from a third party
had the legal right to disclose the information to Consultant; (iii) is already
in the possession of Consultant on the date this Agreement becomes effective
was not Proprietary Information or subject to other restrictions on disclosure
as of that date as shown by written records predating the date it was obtained
under this Agreement; or (iv) is required to be disclosed by law, government
regulation, or court order, provided
Consultant gives the Company prompt notice of such disclosure requirement and
assists the Company so as to enable the Company to seek limitations or
exemptions from such disclosure requirement.
Consultant acknowledges that the protection of Proprietary Information is
necessary to conduct the Company's business, and the Company is and shall at
times remain the sole owner of the Company's Proprietary
During the term of this Agreement and for five (5) years thereafter, Consultant
will keep in confidence and trust all Proprietary Information, and shall not
or disclose such Proprietary Information, except as such use may be required
performing services as a consultant to the Company.
understands that the Company has received and in the future will receive from
third parties information that is confidential or proprietary ("Third-Party
Information"), subject to a duty on the part of the Company to maintain the
confidentiality of such information and to use it only for certain limited
purposes. During the term of this Agreement and thereafter, Consultant will
Third-Party Information which Consultant learns in connection with Consultant's
services hereunder in the strictest confidence and will not disclose
or use such Third-Party Information except as permitted by the agreement
between the Company and such third party, unless expressly authorized to act
otherwise by the Company.
TO INVENTIONS AND
connection with Consultant's services hereunder, or by use of the resources
the Company, Consultant may produce, develop, create or invent Inventions and
Intellectual Property (each as defined below) related to the business of the
Company. Consultant shall
and furnish to the Company complete and current records of all such Inventions
and Intellectual Property and disclose to the Company in writing any such
Inventions and Intellectual Property. Consultant agrees that all such Inventions
and Intellectual Property are and shall be the exclusive property of the
Company, and that the Company may use or pursue them without restriction or
additional compensation. Consultant: (i) hereby assigns, sets over and transfers
to the Company all of Consultant's right, title and interest in and to such
Inventions and Intellectual Property; (ii) agrees that Consultant and
Consultant's agents shall, during and after the period Consultant is retained
Company, cooperate fully in obtaining patent, trademark, service mark, copyright
or other proprietary protection for such Inventions and Intellectual Property,
all in the name of the Company (but only at Company expense), and, without
limitation, shall execute all requested applications, assignments and other
documents in furtherance of obtaining such protection or registration and
confirming full ownership by the Company of such Inventions and Intellectual
Property; and (iii) shall, upon termination or expiration of this Agreement,
provide to the Company in writing a full, signed statement of all Inventions
Property in which Consultant participated prior to such termination or
purposes of this Agreement, "Intellectual Property" shall mean any Invention,
writing, trade name, trademark, service mark or any other material registered
otherwise protected or protectible under state, federal, or foreign patent,
trademark, copyright, or similar laws; and "Inventions" shall mean ideas,
discoveries, inventions, developments and improvements, whether or
reduced to practice and whether or not patentable or otherwise within the
definition of Intellectual Property.
Consultant acknowledges that the protection of Intellectual Property is
necessary to conduct the Company's business, and the Company is and shall at
times remain the sole owner of the Company's Intellectual Property.
Agreement shall commence on the Effective Date and be effective until 31st
December 2007, unless the Agreement is extended beyond this term by prior
written agreement of the parties; in the absence of which this Agreement and
obligations contained herein or understood between the parties in relation
membership on the Board and other advisory services shall forthwith
Either party can terminate this Agreement at any time upon sixty (60) days
notice in which event this Agreement and any obligations
herein or understood between the parties in relation to membership on the Board
shall forthwith lapse and only those fees payable to the date of termination
shall be payable by the Company.
parties shall mutually agree in writing with respect to any extension of the
EFFECT OF TERMINATION.
expiration or termination of this Agreement, each party shall be released from
all obligations and liabilities to the other occurring or arising after the
of such expiration or termination, except
that expiration or termination of this Agreement shall not relieve (i)
Consultant of Consultant's obligations under Sections 5, 6 and 7 hereof; (ii)
the Company of its obligations to reimburse Consultant for expenses under
Section 2(b) hereof; or (iii) Consultant or the Company from any liability
arising from any breach of this Agreement. Upon expiration or termination of
this Agreement for any reason whatsoever, Consultant shall promptly surrender
deliver to the Company all documents and other materials pertaining to
Consultant's work with the Company, and any documents or other materials
(including reproductions thereof) containing any Proprietary
rights and liabilities of the parties hereto shall bind and inure to the benefit
of their respective successors, heirs, executors and administrators, as the
may be; provided, however, that because the Company has specifically contracted
for Consultant's services, Consultant may not assign or delegate Consultant's
obligations under this Agreement, either in whole or in part, without the prior
written consent of the Company.
LEGAL AND EQUITABLE REMEDIES.
Consultant's services are personal and unique and since Consultant may have
access to Proprietary Information, the Company shall have the right to enforce
this Agreement and any of its provisions by injunction, specific performance
other equitable relief without prejudice to any other rights and remedies that
the Company may have for a breach of this Agreement.
COMPLETE UNDERSTANDING; MODIFICATION.
Agreement constitutes the final, exclusive and complete understanding and
agreement of the parties hereto and supersedes all prior understandings and
agreements. Any waiver, modification or amendment of any provision of this
Agreement shall be effective only if in writing and signed by the parties
notices, requests, consents and other communications hereunder shall be in
writing, addressed to the receiving party's address as set forth below or to
such other address as a party may designate by notice hereunder, and either
delivered by hand, (ii) sent by overnight courier, or (iii) sent by registered
or certified mail, return receipt requested, postage prepaid.
notices, requests, consents and other communications hereunder shall be deemed
to have been given either (i) if by hand, at the time of the delivery thereof
the receiving party at the address of such party set forth above, (ii) if sent
by overnight courier, on the next business day following the day such notice
delivered to the courier service, or (iii) if sent by registered or certified
mail, on the third business day following the day such mailing is
Agreement may be executed by the parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
first written above.