Exhibit 10.1
SCIENTIFIC CONSULTING AGREEMENT
March 21, 2007
TO: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FROM: Tetragenex Pharmaceuticals, Inc.
We are pleased to engage your services as a consultant to Tetragenex
Pharmaceuticals, Inc. (the "Company"), and in this letter to set
forth the terms of your engagement.
1. SERVICES
You agree that you shall serve as lead scientific consultant and
Chairman of the scientific advisory board to the Company,
specifically by applying your extensive clinical and research
experience in order to assist the Company on the next phase of
development for Nemifitide and other development issues with regard
to other Tetragenex compounds for the terms set forth below. Duties
as a consultant will include but not be limited to:
o Researching the neurobiological background of nemifitide and
its related family of compounds, engaging other scientific
consultants to the company, as well as external field experts
in the process of conducting your research
o Organizing coherent and scientifically accurate presentation
materials detailing the neurobiology, basic and clinical
pharmacology of nemifitide with regard to its application in
treatment of various central nervous system disorders,
including but not limited to depression
o Presenting neurobiological, pharmacological, and clinical data
to potential licensing, potential development and potential
investors or investment partners of the company
o Train other scientific consultants to the company in the
aforementioned presentation materials you develop to the
degree they may assist you in presentation, or participate in
lieu of you should you become unavailable to present on
occasion
o Leveraging your industry expertise and contacts in an effort
to facilitate obtaining meetings with potential licensing
partners, investors, and clinical investigators
o Serving as the lead scientific expert in the development of
product key message shaping and marketing plan development
activities for nemifitide and its related family of compounds
o Assisting as point scientist in the neqotiation proceedings of
and potential product sale or licensing activities of the
company associated with nemifitide and its related family of
compounds
o Attending all critical licensing and drug development meetings
in person with potential pharmaceutical partners
o Working directly or indirectly with other scientific
consultants to the company, as well as external field experts
as needed
o Working with and coordinating all meetings with ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ your point person and other directors at Tetragenex
when ▇▇. ▇▇▇▇▇▇▇▇'▇ not available
o Input into initial protocol design
o Advising with investigator selection
o Reviewing and giving input into collected data
o Participating in "think tank" discussions whether by phone or
at meetings
o Suggestions on development strategies
2. TERM
This Agreement shall commence on March 21, 2007 and shall continue
for a term of 36 months until March 21, 2010 (the "Termination
Date").
3. COMPENSATION
(a) To pay normal expenses when fulfilling the services stated
above including travel, meals, and lodging, provided they are
pre-approved by Company management.
(b) To issue you a warrant to purchase 650,000 common shares of
the Company's stock at an exercise price of U.S. $1.30 per
share. These warrants shall expire on March 21, 2012. These
warrants shall be fully vested upon the signing of this
agreement.
(c) An additional 100,000 warrants shall be issued under the same
terms upon the success of the licensing of Nemifitide. The
common shares underlying these warrants shall carry piggy-
back registration rights.
Each party's obligations under this agreement may not be
assigned or transferred to any other person or company without
the prior written consent of the other party. It is expressly
acknowledged by both the company and ▇▇. ▇▇▇▇▇ that ▇▇.
▇▇▇▇▇'▇ efforts be based on a best effort obligation and in no
way does this consulting agreement guarantee, imply or in any
other way ensure the ultimate success of the licensing of
Tetragenex's lead compound or any other compound. ▇▇. ▇▇▇▇▇
has absolutely no liability in any regard in the event
licensing and/or development efforts are unsuccessful as a
result of his efforts.
4. INDEPENDENT CONTRACTOR
Your relationship to the Company under this agreement shall not
restrict you in any way from consulting, being employed, advising,
or working with any other company whether in the Pharmaceutical area
or other areas whether directly or indirectly involved in CNS and/or
anti-depressants. Your relationship to the Company shall also be
that of an independent contractor, and nothing herein shall be
deemed to constitute either a joint venture or an employment
relationship. You have no authority hereunder to assume or create
any obligation or responsibility, express or implied, on behalf of
or in the name of Tetragenex Pharmaceuticals, Inc. or to bind the
Company in any manner whatsoever. However, you are not restricted
from advising, suggesting, implying or directly
recommending to potential pharmaceutical partners, licensing and/or
development ideas and terms. In the event the licensing opportunity
arises you will work directly with ▇▇ ▇▇▇▇▇▇▇▇ and/or other
directors in advising on structure and implementation of licensing
and/or development agreement.
5. CONFIDENTIALITY
You will not at any time disclose or use for your own benefit or
purposes or the benefit or purposes of any other person, firm,
partnership, joint venture, association, corporation other business
organization, entity or enterprise other than the Company and any of
its subsidiaries or affiliates, any trade secrets, information, data
or other confidential information relating to customers, development
programs, costs, marketing, trading, investment, sales activities,
promotion, credit and financial data, financing methods, plans, or
the business and affairs of the Company generally, or of any
subsidiary or affiliate the Company; PROVIDED, HOWEVER, that the
foregoing shall not apply to information that is not unique to the
Company or that is or becomes through no fault of yours generally
known to the industry or the public.
6. ENTIRE AGREEMENT AND AMENDMENT
This Agreement represents the entire Agreement between us and
supersedes upon execution all prior negotiations, representations,
understandings and agreements, whether oral or written. This
Agreement may only be amended by a written instrument signed by both
parties.
7. GOVERNING LAW
This Agreement shall be governed and construed in accordance with
the laws of the State of New Jersey, without regard to the conflict
of law principles of the State of New Jersey.
If the terms of this Agreement are acceptable to you, please
indicate your assent by signing and returning to us the enclosed
copy.
TETRAGENEX PHARMACEUTICALS, INC.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Co-Chief Executive Officer
****
ACCEPTED AND AGREED TO
THIS 21 DAY OF March, 2007
By: /s/ ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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