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EXHIBIT 10.34
CONSULTING AGREEMENT FOR MEMBERS
OF THE ARIAD BOARD OF SCIENTIFIC AND MEDICAL ADVISORS
This Agreement is made between ARIAD Pharmaceuticals, Inc. (the "Company") and
Xxxx X. Xxxxxx, Ph.D. (the "Consultant") and shall be effective as of July 1,
1997 (the "Effective Date").
The Consultant has been involved in scientific research in fields of
particular interest to the Company. The Company wishes to retain the Consultant
in a consulting capacity and as a Co-chair of the Board of Scientific and
Medical Advisors of the Company, and the Consultant desires to perform such
consulting services. The duties of the Consultant will be within the guidelines
of the Harvard University Faculty of Medicine Policy on Conflicts of Interest
and Commitment, as well as other regulations and policies of Harvard University.
Accordingly, the parties agree as follows:
1. SERVICES.
1.1 The Consultant will advise the Company's management,
employees and agents, at reasonable times, in the Company's field of interest.
The Company's field of interest is: the discovery, development and
commercialization of pharmaceutical products based on (a) intervention in signal
transduction pathways; (b) gene and cell therapy; and (c) functional genomics
(the Company's "Field of Interest"). The Company's Field of Interest may be
changed at the sole discretion of the Company from time to time.
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1.2 Consultation may be sought by the Company over the
telephone, in person at the Consultant's office, or through written
correspondence, and will involve reviewing activities and developments in the
Company's Field of Interest. In addition, the Consultant will make herself
available in person at the Company's offices or other reasonable locations. The
Consultant's time commitment shall be sufficient for the Consultant to meet
objectives established by the Company and agreed upon by the parties. The
Consultant also will co-chair the Board of Scientific and Medical Advisors of
the Company, will be a member of the Board of Directors of the Company (subject
to nomination by the Board of Directors and election by the shareholders of the
Company), and agrees to use her best efforts to attend all such meetings. Time
spent at such meetings will accrue against the Consultant's time commitment
hereunder.
1.3 The position of Co-chair of the Board of Scientific and
Medical Advisors of the Company is not an executive officer position of the
Company and does not include direct responsibilities for the operation of a
material segment of the Company's business.
1.4 The Consultant acknowledges that in her capacity as a
member of the Board of Directors of the Company, she will have fiduciary
responsibilities to the Company and its shareholders which extend beyond, and
are independent of, her obligations as set forth in this Agreement.
2. CASH COMPENSATION. As consideration for the consulting services
provided by the Consultant, the Company shall pay to the Consultant the amount
of $95,000 per year. The annual fee shall be paid in installments of $7,917 per
month. Reasonable expenses of the Consultant
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incurred at the request of the Company will be reimbursed promptly by the
Company, subject to customary verification.
3. STOCK OPTIONS. All options for shares of Common Stock of the
Company and its subsidiary, ARIAD Gene Therapeutics, Inc., previously granted to
the Consultant, shall continue to vest and be exerciseable through their
original terms, subject to the terms and conditions of the stock option plans
for employees and consultants of the Company and its subsidiary.
4. TERM. The term of this Agreement will begin on the Effective
Date of this Agreement and will end at the end of the calendar quarter in which
the fifth anniversary of this Agreement occurs or upon earlier termination as
provided below (the "Term"). This Agreement may be terminated at any earlier
time prior to the fifth anniversary hereof by either party with at least 30 days
written notice. The Term will be automatically renewed for successive one-year
periods, unless either party provides written notice at least 30 days prior to
the end of the Term that such party does not wish to renew this Agreement.
5. CERTAIN OTHER CONTRACTS.
5.1 As of the Effective Date, the Consultant will be
employed by an academic or research institution (the "Institution"). The Company
recognizes that the Consultant's primary responsibility will be to the
Institution. In connection with such employment, the Consultant may enter into
certain agreements with the Institution relating to ownership of intellectual
property rights, conflicts of interest and other matters, and will be
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subject to certain policy statements of the Institution (collectively, the
"Institutional Agreement"). If any provision of this Agreement is in conflict
with the Institutional Agreement, then the Institutional Agreement will govern
to the extent of such conflict, and the conflicting provisions of this Agreement
will not apply.
5.2 The Consultant will not disclose to the Company any
information that the Consultant is obligated to keep secret pursuant to a
confidentiality agreement with a third party, and nothing in this Agreement will
impose any obligation on the Consultant to the contrary. If any provision of
this Agreement is in conflict with any such confidentiality agreement, then such
confidentiality agreement will govern to the extent of such conflict, and the
conflicting provisions of this Agreement will not apply.
5.3 The consulting work performed hereunder will not be
conducted on time that is required to be devoted to the Institution or any other
third party. The Consultant shall not use the funding, resources and facilities
of the Institution or any third party to perform consulting work hereunder and
shall not perform the consulting work hereunder in any manner that would give
the Institution or any third party rights to the product of such work.
5.4 The Consultant has disclosed and, during the Term, will
disclose to the Chief Executive Officer of the Company any potential conflicts
between this Agreement and other contracts binding the Consultant.
6. EXCLUSIVE SERVICES DURING THE TERM. Subject to written waivers
that may be provided by the Company upon request, the Consultant agrees that (i)
during the Term of this Agreement and (ii) if the Consultant terminates this
Agreement pursuant to the provisions contained in Section 4,
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for three (3) months after such termination, she will not (a) provide any
services as an employee, director, advisor, or consultant to any other business
or commercial entity in the biotechnology and/or pharmaceutical fields or (b)
participate in the formation of any business or commercial entity in the
biotechnology and/or pharmaceutical fields. The foregoing restriction shall not
prohibit the Institution or the Consultant's laboratory from performing research
for a biotechnology and/or pharmaceutical company pursuant to a sponsored
research agreement, so long as Consultant does not perform services for the
sponsor other than as required by the sponsored research agreement.
7. DIRECTION OF PROJECTS AND INVENTIONS TO THE COMPANY. Subject to
the Consultant's obligations under the Institutional Agreement and
confidentiality agreements with third parties, during the Term of this
Agreement, the Consultant will use reasonable efforts to disclose to the Chief
Executive Officer of the Company, on a confidential basis, technology and
product opportunities which come to the attention of the Consultant in the
Company's Field of Interest, and any invention, improvement, discovery, process,
formula or method or other intellectual property relating to or useful in, the
Company's Field of Interest, whether or not patentable, whether or not
copyrightable.
8. INVENTIONS DISCOVERED BY THE CONSULTANT WHILE PERFORMING
SERVICES HEREUNDER. The Consultant will promptly disclose to the Chief Executive
Officer of the Company any invention, improvement, discovery, process, formula,
or method or other intellectual property, whether or not patentable, whether or
not copyrightable (collectively,
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"Invention") made, conceived or first reduced to practice by the Consultant,
either alone or jointly with others, while performing services hereunder. The
Consultant hereby assigns to the Company all of her right, title and interest in
and to any such Inventions. The Consultant will execute any documents necessary
to perfect the assignment of such Inventions to the Company and to enable the
Company to apply for, obtain, and enforce patents or copyrights in any and all
countries on such Inventions. The Consultant hereby irrevocably designates the
Chief Patent Counsel of the Company as her agent and attorney-in-fact to execute
and file any such document and to do all lawful acts necessary to apply for and
obtain patents and copyrights, and to enforce the Company's rights under this
paragraph. This Section 8 will survive the termination of this Agreement.
9. CONFIDENTIALITY.
9.1 The Consultant acknowledges that, during the course of
performing her services hereunder, the Company will be disclosing information to
the Consultant related to the Company's Field of Interest, Inventions, projects
and business plans, as well as other information ("Confidential Information").
The Consultant acknowledges that the Company's business is extremely
competitive, dependent in part upon the maintenance of secrecy, and that any
disclosure of the Confidential Information would result in serious harm to the
Company.
9.2 The Consultant agrees that the Confidential Information
only will be used by the Consultant in connection with consulting activities
hereunder, and will not be used in any way that is detrimental to the Company.
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9.3 The Consultant agrees not to disclose, directly or
indirectly, the Confidential Information to any third person or entity, other
than representatives or agents of the Company. The Consultant will treat all
such information as confidential and proprietary property of the Company.
9.4 The term "Confidential Information" does not include
information that (a) is or becomes generally available to the public other than
by disclosure in violation of this Agreement, (b) was within the relevant
party's possession prior to being furnished to such party, (c) becomes available
to the relevant party on a nonconfidential basis or (d) was independently
developed by the relevant party without reference to the information provided by
the Company.
9.5 The Consultant may disclose any Confidential Information
that is required to be disclosed by law, government regulation or court order.
If disclosure is required, the Consultant will give the Company advance notice
so that the Company may seek a protective order or take other action reasonable
in light of the circumstances.
9.6 Upon termination of this Agreement, the Consultant will
promptly return to the Company all materials containing Confidential
Information, as well as data, records, reports and other property, furnished by
the Company to the Consultant or produced by the Consultant in connection with
services rendered hereunder. Notwithstanding such return, the Consultant shall
continue to be bound by the terms of the confidentiality provisions contained in
this Section 9 for a period of three years after the termination of this
Agreement.
10. FREEDOM TO PUBLISH.
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10.1 The Company acknowledges the Consultant's obligation to
disseminate new knowledge and research findings. Notwithstanding the
confidentiality provisions, or any other provision, of this Agreement, the
Consultant may publish the results of the Consultant's work performed in the
Company's Field of Interest pursuant to this Agreement.
10.2 The Consultant acknowledges that publication or oral
disclosure of any Invention or other work prior to filing for patent or
copyright protection could result in the complete loss of any commercial value
of the Consultant's research to the Institution, the Company, and/or the
Consultant, as the case may be. The Consultant agrees to provide the Company
with prompt notice of the intention to publish, or disclose, any work directly
involving the Company or services provided under this Agreement. A draft of the
relevant paper, chapter, report, presentation or other document (except
scientific abstracts), which will be held in confidence by the Company, will be
provided to the Company at least 60 days prior to publication or disclosure, but
no later than the date of initial submission, in order to allow the Company to
have relevant patent or copyright applications prepared, if appropriate. All
relevant scientific abstracts (e.g., research summaries of less than 250 words)
will be provided to the Company at least seven days prior to submission for
publication or presentation.
11. USE OF NAME. It is understood that the name of the Consultant
and the Institution will appear in disclosure documents required by securities
laws, and in other regulatory and administrative filings in the ordinary course
of the Company's business. It is also understood that the name of the Consultant
and the Institution will appear in connection with
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the Company's Board of Scientific and Medical Advisors. The above-described uses
will be deemed to be non-commercial uses. The name of the Consultant and the
Institution will not be used for any commercial purpose without the Consultant's
consent.
12. NO CONFLICT; VALID AND BINDING. The Consultant represents that
neither the execution of this Agreement nor the performance of the Consultant's
obligations under this Agreement (as modified to the extent required by Section
5) will result in a violation or breach of any other agreement by which the
Consultant is bound. The Company represents that this Agreement has been duly
authorized and executed and is a valid and legally binding obligation of the
Company, subject to no conflicting agreements.
13. NOTICES. Any notice provided under this Agreement shall be in
writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail service (such as Federal Express), or
sent by regular mail (and a return receipt is received) to the following
address: In the case of the Company:
ARIAD Pharmaceuticals, Inc.
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn.: Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
In the case of the Consultant:
Xxxx X. Xxxxxx, Ph.D.
00 Xxxxx Xxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
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or to such other address as may have been designated by the Company or the
Consultant by notice to the other given as provided herein.
14. INDEPENDENT CONTRACTOR; WITHHOLDING. The Consultant will at all
times be an independent contractor, and as such will not have authority to bind
the Company. The Consultant recognizes that no amount will be withheld from her
compensation for payment of any Federal, state or local taxes and that the
Consultant has sole responsibility to pay such taxes, if any, and file such
returns as shall be required by applicable laws and regulations.
15. ASSIGNMENT. Due to the personal nature of the services to be
rendered by the Consultant, the Consultant may not assign this Agreement. The
Company may assign all rights and liabilities under this Agreement (as a group
with other similar agreements with members of the Board of Scientific and
Medical Advisors) to a subsidiary or an affiliate or to a successor to all or a
substantial part of its business and assets without the consent of the
Consultant. Subject to the foregoing, this Agreement will inure to the benefit
of and be binding upon each of the heirs, assigns and successors of the
respective parties.
16. SEVERABILITY. If any provision of this Agreement shall be
declared invalid, illegal or unenforceable, such provision shall be severed and
the remaining provisions shall continue in full force and effect.
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17. REMEDIES. The Consultant acknowledges that the Company would
have no adequate remedy at law to enforce Sections 6, 8 and 9 hereof. In the
event of a violation by the Consultant of such Sections, the Company shall have
the right to seek injunctive relief, as well as any other relevant damages.
18. GOVERNING LAW; ENTIRE AGREEMENT; AMENDMENT. This agreement shall
be governed by the laws of the State of New York applicable to agreements made
and to be performed within such State, represents the entire understanding of
the parties with regard to the matters covered by this Agreement, supersedes all
prior agreements between the parties, EXCEPT Sections 8 (Confidentiality), 9
(Inventions Discovered by the Employee While Performing Services Hereunder), 10
(Non-Competition and Non-Solicitation), and 11 (Indemnification) of the
Employment Agreement between the Consultant and the Company dated as of January
3, 1992 and amended as of March 2, 1994, and may only be amended in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written below.
ARIAD PHARMACEUTICALS, INC.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
CONSULTANT
/s/ Xxxx X. Xxxxxx, Ph.D.
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Xxxx X. Xxxxxx, Ph.D.
July 1, 1997
Date
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