Exhibit 10.2
SIXTH AMENDMENT TO CONSULTING AGREEMENT
This SIXTH AMENDMENT TO CONSULTING AGREEMENT (the "Amendment") is made as
of the 1st day of January 2003 (the "Effective Date"), by and between XXXX X.
XXXXXXXXX, an individual residing at 00 Xxxxxxx Xxxx, Xxxxx Xxxx, Xxx Xxxxxx
00000 ("Consultant"), and TEXAS BIOTECHNOLOGY CORPORATION, a Delaware
corporation located at 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000 (the
"Corporation").
WHEREAS, the Corporation and Consultant have entered into that certain
Consulting Agreement, dated January 1, 1992 (the "Agreement"), as set forth in
Exhibit "A" attached hereto and incorporated herein by reference; and
WHEREAS, pursuant to the Agreement, the Corporation has retained
Consultant to provide consulting services to the Corporation with respect to
corporate governance, business development and other such matters; and
WHEREAS, the Corporation and Consultant desire to amend the Agreement as
herein set forth.
NOW, THEREFORE, for and in consideration of the foregoing and of the
mutual covenants contained herein, the parties hereto agree as follows:
1. Definitions. If not otherwise defined herein, all capitalized terms
used herein shall have their respective meaning assigned to them in the
Agreement.
2. Amendment to Section 2. Effective as of the date hereof, Section 2 of
the Agreement is hereby amended by deleting paragraph (a) in its entirety and
substituting the following in lieu thereof:
"(a) Consultant's retention under this agreement shall commence on
the date hereof (the "Commencement Date") and shall end on the earliest
of: (i) the death or disability (as defined herein) of Consultant; (ii)
the termination of Consultant's retention by the Corporation for cause (as
defined herein); or (iii) two years after the Effective Date. After the
expiration of such two-year period, this Agreement may be renewed for
additional periods on all the remaining terms and conditions set forth
herein upon mutual agreement of Consultant and the Corporation."
3. Amendment to Section 3. Effective as of October 1, 2002, Section 3 of
this Agreement is hereby amended by amending the fee rate to be $60,000 per
annum.
4. The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Agreement and
except as expressly modified and superseded by this Amendment, the terms and
provisions of the Agreement are ratified and confirmed and shall continue in
full force and effect. Corporation and Consultant agree that the
Agreement as amended shall continue to be legal, valid, binding and enforceable
in accordance with its terms.
5. Except as expressly modified or amended hereby, the terms and
provisions of the Agreement shall remain in force and effect in accordance with
the terms hereof; provided, however, that from and after the date hereof any
reference to the Agreement shall be deemed and construed as meaning the
Agreement as amended and modified hereby.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first written above.
CONSULTANT:
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
CORPORATION:
TEXAS BIOTECHNOLOGY CORPORATION
/s/ Xxxxx X. Given, M.D.
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Xxxxx X. Given, M.D.
President and Chief Executive Officer
