EXHIBIT NO. 10.29
CONSULTANT SERVICES AGREEMENT BETWEEN THE REGISTRANT AND XXXXXX X. XXXXX, PH.D.
DATED
NOVEMBER 1, 1997
NPS PHARMACEUTICALS, INC.
CONFIDENTIAL
Consultant: Xxxxxx X. Xxxxx, Ph.D. Company's
Representative:
Xxxxxx Xxxxxxx, Ph.D.
Address: 00 Xxxx Xxxx Xxxxxx NPS Pharmaceuticals,
Doylestown, Pennsylvania Inc.
18901 000 Xxxxxxx Xxx
Xxxx Xxxx Xxxx, Xxxx
00000
S.S.# or
Employer I.D. #: ###-##-####
CONSULTANT SERVICES AGREEMENT
EFFECTIVE DATE: NOVEMBER 1, 1996
This Consultant Services Agreement (hereinafter "Agreement") is entered into
by the above-referenced party (hereinafter "Consultant") whose address is as
shown above, and NPS PHARMACEUTICALS, INC., a Delaware corporation, (hereinafter
the "Company"). Consultant and the Company are collectively designated herein as
the "Parties" and the term "Party" shall mean either one of the Parties as the
text may require.
The "Effective Date" of this Agreement is as shown above.
WHEREAS, Company requires a party such as Consultant to perform services as
defined in Exhibit "A" hereto (the "Services");
WHEREAS, Consultant represents that he is qualified to perform said Services
and desires to perform said Services for and on behalf of the Company on the
terms and conditions set forth herein;
NOW THEREFORE, for and in consideration of the foregoing recitals and the
promises, covenants, terms, conditions, and obligations hereinafter set forth,
the Parties agree as follows:
I. REPRESENTATIVE AND NOTICE
The Company's Representative for the purposes of this Agreement shall be as
shown above. All notices from Consultant to the Company shall be directed to the
attention of the Company Representative at the Company's address shown above.
II. SCOPE OF SERVICES
The Services to be performed by Consultant pursuant to the terms and
conditions of this Agreement shall include, but are not limited to, the work,
activities and services set forth in Exhibit "A" SERVICES.
III. ASSIGNMENT AND DELEGATION
The Parties agree that the Services as defined herein are unique personal
services that are to be performed only by Consultant.
IV. COMPENSATION AND EXPENSES
Compensation for Services shall be as set forth in Exhibit "B."
V. DURATION OF SERVICES
1. Consultant shall perform Services for the benefit of the Company from
time to time or for such other period as shall be stated on Exhibit "A" hereto.
1
2. The Parties, by their mutual written consent, may extend the period for
performing Services under this Agreement.
3. Either Party may terminate Consultant's performance of Services by
giving thirty (30) days advance written notice to the other Party.
4. The Company's obligations under Section IV shall terminate upon
expiration of the above period or upon termination by either Party of
Consultant's performance of the Services as provided in this Section V.
5. Except for Consultant's obligation to perform Services, Consultant's
obligations under this Agreement shall survive expiration of the above period
and/or termination of Consultant's performance of Services.
VI. COMPLIANCE WITH STATE AND FEDERAL LAWS
Consultant shall comply with all requirements of any applicable federal,
state, or local law, rule or regulation. Consultant represents that he has all
licenses or other authorizations required to enable him to perform Services
hereunder in the jurisdiction where the Services are to be performed.
VII. INDEPENDENT CONTRACTOR
Consultant is and shall be in the performance of Services hereunder as an
independent contractor. Consultant shall be available as a qualified
professional consultant in the field identified on Exhibit "A."
VIII. PROFESSIONAL RESPONSIBILITY
1. Consultant agrees that he will provide in connection with performance of
all Services under this Agreement the standards of care, skill and diligence
normally provided by competent professionals in the performance of services
similar to that contemplated by this Agreement.
2. Consultant represents that he has no conflicts of interest in rendering
his professional services to the Company. Upon request from the Company,
Consultant will disclose the general nature of previous work performed for
others in the "Area of Technology of Possible Interest to Consultant or Others"
defined in Exhibit "C" herein.
IX. INSURANCE
Insurance shall be provided as mutually agreed.
X. DEFINITION OF CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
1. "Confidential Information" shall mean:
(a) any and all Intellectual Property or information whether business,
financial, technical or otherwise, of any type whatsoever, in any form
whatsoever, which is (I) proprietary to the Company; or (ii) submitted or
disclosed to the Company by a third party.
(b) Confidential Information (whether or not reduced to writing and in
any and all stages of development) includes but is not limited to:
discoveries, ideas, inventions, designs, formulas, test results, test
procedures, protocols, concepts, drawings, specifications, techniques,
models, data, software, research, processes, procedures, works of
authorship, formulas, improvements, trade secrets, know-how, marketing plans
and supplies, product plans, customer names (and other information relating
to customers), supplier names (and other information relating to suppliers),
and financial information.
2
(c) Confidential Information shall not include anything that is publicly
known or generally employed by the trade at or after the effective date of
this Agreement.
2. "Intellectual Property" shall mean, without limitation, all copyrights,
discoveries, inventions, improvements (whether or not patentable), patents,
patent applications, trademarks, service marks, trade secrets, know-how and all
other Intellectual Property rights of any type whatsoever.
XI. ASSIGNMENT OF RIGHTS IN INTELLECTUAL PROPERTY
1. Consultant hereby assigns to the Company all of Consultant's rights in
all Intellectual Property rights which are made, discovered, developed,
assembled, created, or conceived, in whole or in part, by Consultant: (a) during
the course of and within the scope of Services; or (b) for the period ending one
(1) year after termination of Services with the material aid or inclusion of
Confidential Information.
2. All of Consultant's Intellectual Property assigned to the Company
hereunder shall be deemed Confidential Information except for anything that is
publicly known or generally employed by the trade, without the fault of
Consultant, at or after the effective date of this Agreement.
3. Consultant hereby agrees to disclose promptly and fully to the Company
anything which qualifies as Intellectual Property and/or Confidential
Information hereunder.
4. Consultant shall, upon the Company's reasonable request, execute all
documents and take such other action as may be necessary or desirable, to
protect, enhance, exploit or vest in the Company any and all of Consultant's
Intellectual Property rights assigned to Company hereunder.
XII. CONFIDENTIALITY
1. Consultant understands that Confidential Information is confidential and
secret and agrees to respect the confidentiality and secrecy of the same.
Consultant also understands that all Confidential Information is the property of
the Company or of a third party submitting the same to the Company. Consultant
agrees to treat Confidential Information submitted to the Company by third
parties as if confidential and proprietary to the Company. Consultant further
understands and agrees that the relationship between Consultant and the Company
is of a confidential nature and imposes an affirmative obligation upon
Consultant to protect, xxxxxx and respect the confidentiality of Confidential
Information.
2. Except as lawfully authorized or as may be required in the performance
of Consultant's responsibilities for the Company, Consultant:
(a) agrees not to directly or indirectly disclose, reveal, report,
publish, or transfer possession of, or access to, any Confidential
Information to any person or entity;
(b) agrees, at the expense of the Company, promptly at all times
hereafter to execute and deliver any and all acts and instruments as may be
necessary or desirable to perfect and protect the Company's interest in the
Confidential Information; and
(c) agrees not to directly or indirectly use the Confidential
Information except for the benefit of the Company in the performance of
Consultant's responsibilities for the Company.
3. Upon and in accordance with the Company's instructions, Consultant shall
return or dispose of all Confidential Information. Consultant shall, whenever
requested by the Company, give a prompt and full accounting of all Confidential
Information given to Consultant and all copies or reproductions thereof.
Confidential Information shall remain the property of the Company even if
Consultant is in possession thereof.
3
XIII. PREVIOUS WORK OR SERVICES
1. If Consultant has previously been exposed to proprietary information of
the Company, such disclosure is deemed incorporated herein and controlled by the
terms hereof, and if Consultant has executed an agreement regarding
non-disclosure and non-competition, such agreement is continued and deemed
incorporated herein by reference, except that any such agreement shall be deemed
amended hereby to the extent the Company's rights hereunder extend beyond the
Company's rights as specified therein.
2. Consultant represents to the Company that Consultant has not brought and
has not used, and agrees not to bring to the Company and will not use in the
performance of any Services for the Company, any information, materials or the
like which are confidential and are proprietary to a third party without written
authorization from said third party.
XIV. AREAS OF TECHNOLOGY SUBJECT TO POSSIBLE INTEREST TO CONSULTANT OR OTHERS
In the event and to the extent Consultant has previously performed services
for another and to the extent Consultant has developed personal proprietary
interests in areas of interest to the Company within the "Area of Technology of
Possible Interest to Consultant or Others" identified on Exhibit "C" hereto,
Consultant has advised the Company of the nature of such service, the general
nature of the parties for whom such services were rendered, and the particular
aspects of any facts supporting a claim that any of the "Area of Interest" is in
the public domain or owned by Consultant or some other party, or under any
obligation of confidence or non-use.
XV. MISCELLANEOUS
1. This Agreement may only be amended in writing, signed by each Party
hereto. The terms of this Agreement shall be interpreted under the laws of the
State of Utah. This Agreement constitutes the entire Agreement between the
Parties with respect to the subject matter hereof.
2. Consultant agrees to execute such additional documents and do such
further acts and deeds as may be necessary or desirable to effectuate the
purposes hereof or the perfection of the rights and interests of the Company
expressed herein.
3. Consultant agrees that any breach of this contract or threatened breach
hereof could subject the Company to substantial, immediate and irreparable
damages and consents that the Company would be entitled to equitable relief in
the event thereof. Consultant agrees that Utah law applies and that any
adjudication of interests hereunder be proved in Utah courts.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
CONSULTANT: NPS PHARMACEUTICALS, INC.:
/S/ XXXXXX X. XXXXX By: /s/ XXXXXX XXXXXXX
-------------------------------------------- ----------------------------------------
Xxxxxx X. Xxxxx, Ph.D. Xxxxxx Xxxxxxx, Ph.D.
Date: March 4, 1997 Its: PRESIDENT, CHIEF EXECUTIVE
OFFICER
AND CHAIRMAN OF THE BOARD
Date: March 4, 1997
4
EXHIBIT "A"
SERVICES
Consultant shall perform for the benefit of the Company the following work,
activities and services ("Services") for the period of time specified:
Consultant Services on the Company's Research Review Committee and the
Medicinal Chemistry Committee
From time to time: /X/ Other: / /
------------------------
EXHIBIT "B"
COMPENSATION AND EXPENSES
(Arrangements for payment of "Compensation" and "Reimbursed Expenses")
- Payment for Services for the Research Review Committee is four hundred
(400) shares of the Company's common stock, issued under the Company's
1994 Equity Incentive Stock Plan, per semi-annual meeting attended
(usually two days per meeting).
- Payment for Services for the Medicinal Chemistry Committee is two hundred
(200) shares of the Company's common stock, issued under the Company's
1994 Equity Incentive Stock Plan, per quarterly meeting attended (usually
one day per meeting).
------------------------
EXHIBIT "C"
AREA OF TECHNOLOGY OF POSSIBLE INTEREST
TO CONSULTANT OR OTHERS
For the purpose of the Agreement to which this Exhibit is attached, the
"Area of Technology of Possible Interest to Consultant or Others" shall be:
Consultant knows of no other activities, affiliations or intellectual
property interests which may reasonably be expected to interfere with
the Company's interests hereunder.
/s/ XXXXXX X. XXXXX
Date: March 4, 1997 ------------------------------------------
Xxxxxx X. Xxxxx, Ph.D.
5
