CONSULTANT'S AGREEMENT
This agreement is between J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, consultant, and IDT, Inc. of
Pittsburgh, PA.
WHEREAS, IDT, Inc. and J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ both believe that it is their best
interest to collaborate on hyperthermia projects by IDT.
THEREFORE, the parties agree to the following:
1. J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be engaged as a consultant to IDT
and will do his best to perform the same duties as he had as an employee Of
IDT in the development of its hyperthermia project. For this purpose he
will be paid the sum of TEN THOUSAND DOLLARS ($10,000.00) per month. Said
payment shall be paid in the amount of FIVE THOUSAND DOLLARS ($5,000.00) on
the first day of each month and FIVE THOUSAND DOLLARS ($5,000.00) on the
fifteenth day of the month. Payment to be made in advance. Consultant
will submit to IDT a detailed activity report, via fax, on the fourteenth
and last day of each month. i.e. status of machine development, clinical
trials and protocols.
2. IDT, INC. agrees to keep consultants group insurance in force, and
consultant agrees to have the sum of THREE HUNDRED TWENTY TWO DOLLARS AND
EITHT TWO CENTS ($322.82) deducted from consultant monthly fee.
3. IDT shall reimburse consultant for reasonable expenses in the cost of doing
business such as phone, general office, etc., as paid in the past with
exception of cell phone.
4. All air fares, car rentals, and hotels will be approved by IDT and paid in
advance for any travel incurred.
5. It is agreed that the development and interaction with trial sites and
anyone working on the machines should deal directly with consultant,
however, ▇▇▇▇▇ ▇▇▇▇▇▇▇ or a clinical director will be included in the loop.
This agreement will remain in force as long as all articles of this agreement
are met.
Date 2/1/98 Date 2/2/99
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J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /S/
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
President, IDT, Inc.
CONSULTING AGREEMENT
THIS AGREEMENT entered into by and between IDT, INC., a Pennsylvania
corporation (hereinafter referred to as "IDT") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
(hereinafter referred to as "▇▇. ▇▇▇▇▇▇").
WITNESSETH THAT:
WHEREAS, ▇▇. ▇▇▇▇▇▇ has assisted IDT- since January 7, 1997 in the
following:
1. The development of the ThermoChem-HT System as a device for the
administration of intraperitoneal hyperthermic chemotherapy (IPHC).
2. A research trial to include a Protocol entitled "PHASE I STUDY OF
INTRAPERITONEAL HYPERTHERMIC ADMINISTRATION OF MITOMYCIN C ADMINISTERED BY THE
THERMOCHEM-HT DEVICE FOR ADVANCED GASTROINTESTINAL AND OVARIAN CANCERS".
3. Obtaining an investigational device exemption from the FDA to conduct
the Phase I study as Wake Forest University School of Medicine.
WHEREAS, IDT wishes to retain ▇▇. ▇▇▇▇▇▇ in the following:
1. To participate in the development of a PMA (Pre Market Application)
for the ThermoChem-HT System and disposables to be submitted to the FDA for
market clearance.
2. Assist IDT in a market analysis of the use of the ThermoChem-HT and
disposables in the treatment of advanced gastrointestinal and advanced ovarian
cancer.
WHEREAS, ▇▇. ▇▇▇▇▇▇ agrees to the following:
1. To participate in the development of a PMA (Pre Market Application)
for the ThermoChem-HT System and disposables to be submitted to the FDA for
market clearance.
2. Assist IDT in a market analysis of the use of the ThermoChem-HT and
disposables in the treatment of advanced gastrointestinal and advanced ovarian
cancer.
NOW, THEREFORE in consideration of the mutual covenants herein contained,
and intending to be legally bound hereby, the parties agree as follows:
1. IDT agrees to pay ▇▇. ▇▇▇▇▇▇ for tasks completed as described above
the sum of THIRTY THOUSAND DOLLARS ($30,000).
2. IDT agrees to pay ▇▇. ▇▇▇▇▇▇ for ongoing consulting as described above
the sum of FIFTEEN THOUSAND DOLLARS ($15,000) upon acceptance by the FDA of a
PMA (Pre Market Application) for the ThermoChem-HT and disposables.
3. IDT agrees to pay ▇▇. ▇▇▇▇▇▇ for all reasonable out-of-pocket costs he
incurs in the performance of the tasks described herein upon ▇▇. ▇▇▇▇▇▇
delivering to IDT of receipts for such costs all out-of-pocket expenses shall be
preapproved by IDT.
4. Except as IDT may otherwise consent in writing or as required by law,
▇▇. ▇▇▇▇▇▇ shall use his best efforts to not divulge or communicate to any
person, entity or corporation, in any manner whatsoever, at any time either
during or subsequent to his retention as a consultant by IDT, any information,
knowledge or data of IDT which ▇▇. ▇▇▇▇▇▇ may receive or acquire during the
course of consulting work related to designs, formulas, processes, methods,
inventions, discovery procedures, techniques, data, testing, results or other
matters which are of a secret or confidential nature and marked confidential in
writing of which might be harmful to IDT's competitive position in its field.
IDT agrees that the confidentiality and use provisions of this Agreement shall
not apply to the following:
(a) Any Confidential/Proprietary Information which appears in issued
patents or printed publications in integrated form or which otherwise
is or becomes generally known to the public other than through fault
of ▇▇. ▇▇▇▇▇▇.
(b) Any Confidential/Proprietary Information which ▇▇. ▇▇▇▇▇▇ can show by
written records was in ▇▇. ▇▇▇▇▇▇'▇ possession prior to disclosure; or
(c) Any Confidential/Proprietary Information which comes into ▇▇. ▇▇▇▇▇▇'▇
possession by independent third party not associated with IDT, and who
is under no obligation to IDT to maintain the confidentiality of the
information.
5. This Agreement shall be binding upon the administrators, successors,
and assigns of the parties hereto.
6. IDT shall indemnify ▇▇. ▇▇▇▇▇▇ and hold him harmless for all acts,
decisions, or omissions made by him in good faith while performing services for
II)T pursuant to this consulting agreement. IDT shall pay all expenses,
liabilities, costs, damages, including attorney's fees, actually incurred by ▇▇.
▇▇▇▇▇▇ in connection with the defense of any action, suit or proceeding, and in
connection with any related appeal, including the cost of court settlements,
arising out of or in anv way related to ▇▇. ▇▇▇▇▇▇'▇ performance of services for
IDT pursuant to this consulting agreement.
7. IDT acknowledges that ▇▇. ▇▇▇▇▇▇'▇ primary obligation is to the Wake
Forest University School of Medicine. It is the intent of the parties that
efforts and specific responsibilities under this Agreement be separate and
distinct from those duties performed at Wake Forest University School of
Medicine. In the
event of conflict between this Agreement and any terms of employment between ▇▇.
▇▇▇▇▇▇ the Wake Forest University School of Medicine, including work
responsibilities or assignments and ownership of developments, the terms and
conditions of employment will take precedence unless specific arrangements have
been-made in advance between IIDT and the Wake Forest University School of
Medicine.
IDT, INC.
Date: 3/12/99 By ▇▇▇▇▇ ▇▇▇▇▇▇▇ Pres. /s/
-------------------- -------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ PRESIDENT
Date: 3/8/99 By ▇▇▇▇▇ ▇▇▇▇▇▇, M.D. /s/
-------------------- -------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, M.D.
CONSULTING AGREEMENT
THIS AGREENENT entered into by and between IDT, INC., a Pennsylvania
corporation (hereinafter referred to as "IDT") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Pharm. D.
(hereinafter referred to as "▇▇. ▇▇▇▇▇▇▇").
WITNESSETH THAT:
WHEREAS, ▇▇. ▇▇▇▇▇▇▇ has assisted IDT since January 7, 1997 in the
following:
1. The development of the ThermoChem-HT System as a device for the
administration of intraperitional hyperthermic chemotherapy (IPHC).
2. A research trial to include a Protocol entitled "PHASE I STUDY OF
LNTRAPERITONEAL HYPERTHERMIC ADMINISTRATION OF MITOMYCIN C ADMINISTERED BY THE
THERMOCHEM-HT DEVICE FOR ADVANCED GASTROINTESTINAL AND OVARIAN CANCERS ".
3 . Obtaining an investigational device exemption from the FDA to conduct
the Phase I study as Wake Forest University School of Medicine.
WHEREAS, IDT wishes to retain ▇▇. ▇▇▇▇▇▇▇ in the following:
1. To participate in the development of a PMA (Pre Market Application)
for the ThermoChem-HT System and disposables to be submitted to the FDA for
market clearance.
2. Assist IDT in a market analysis of the use of the ThermoChem-HT and
disposables in the treatment of advanced gastrointestinal and advanced ovarian
cancer.
WHEREAS, ▇▇. ▇▇▇▇▇▇▇ agrees to the following:
1. To participate in the development of a PMA (Pre Market Application)
for the ThermoChem-HT System and disposables to be submitted to the FDA for
market clearance.
2. Assist IDT in a market analysis of the use of the ThermoChem-HT and
disposables in the treatment of advanced gastrointestinal and advanced ovarian
cancer.
NOW, THEREFORE in consideration of the mutual covenants herein contained,
and intending to be legally bound hereby, the parties agree as follows:
1. IDT agrees to pay ▇▇. ▇▇▇▇▇▇▇ for tasks completed as described above
the sum of TWENTY THOUSAND DOLLARS ($20,000).
2. IDT agrees to pay ▇▇. ▇▇▇▇▇▇▇ for ongoing consulting as described
above the sum of FIFTEEN THOUSAND DOLLARS ($15,000) upon acceptance by the FDA
of a PMA (Pre Market Application) for the ThermoChem-HT and disposables.
3. IDT agrees to pay ▇▇. ▇▇▇▇▇▇▇ for all resonable out-of-pocket
costs he incurs in the performance of the tasks described herein upon ▇▇.
▇▇▇▇▇▇▇ delivering to IDT of receipts for such costs all out-of-pocket expenses
shall be preapproved by IDT.
4. Except as IDT may otherwise consent in writing or as required by law,
▇▇. ▇▇▇▇▇▇▇ shall use his best efforts to not divulge or communicate to any
person, entity or corporation, in any manner whatsoever, at any time either
during or subsequent to his retention as a consultant by IDT, any information,
knowledge or data of IDT which ▇▇. ▇▇▇▇▇▇▇ may receive or acquire during the
course of consulting work related to designs, formulas, processes, methods,
inventions, discovery procedures, techniques, data, testing results or other
matters which are of a secret or confidential nature and marked confidential in
writing of which might be harmful to IDT's competitive position in its field.
IDT agrees that the confidentiality and use provisions of this Agreement shall
not apply to the following:
(a) Any Confidential/Proprietary Information which appears in issued
patents or printed publications in integrated form or which
other-wise is or becomes Generally known to the public other than
through fault of ▇▇. ▇▇▇▇▇▇▇;
(b) Any Confidential/Proprietary Information which ▇▇. ▇▇▇▇▇▇▇ can
show by written records was in ▇▇. ▇▇▇▇▇▇▇'▇ possession prior to
disclosure; or
(c) Any Confidential/Proprietary Information which comes into ▇▇.
▇▇▇▇▇▇▇'▇ possession by independent third party not associated
with IDT, and who is under no obligation to EDT to maintain the
confidentiality of the information.
5. This Agreement shall be binding upon the administrators, successors,
and assigns of the parties hereto.
6. IDT shall indemnify ▇▇. ▇▇▇▇▇▇▇ and hold him harmless for all acts,
decisions, or omissions made by him in good faith while performing services for
DDT pursuant to this consulting agreement. IDT shall pay all expenses,
liabilities, costs, damages, includin2 attorney's fees, actually incurred by ▇▇.
▇▇▇▇▇▇▇ in connection with the defense of any action, suit or proceeding, and in
connection with any related appeal, including the cost of court settlements,
arising out of or in any way related to ▇▇. ▇▇▇▇▇▇▇'▇ performance of services
for IIDT pursuant to this consulting agreement.
7. IDT acknowledges that ▇▇. ▇▇▇▇▇▇▇'▇ primary obligation is to the Wake
Forest University School of Medicine. It is the intent of the parties that
efforts and specific responsibilities under this Agreement be separate and
distinct from those duties performed at Wake Forest University School of
Medicine. In the event of conflict between this Agreement and any terms of
employment between ▇▇. ▇▇▇▇▇▇▇ the Wake Forest University School of Medicine,
including work responsibilities or assignments and ownership of developments,
the terms and conditions of employment will take precedence unless specific
arrangements have bee-n-made in advance between IDT and the Wake Forest
University School of Medicine.
IDT, INC.
Date: 3/12/99 By ▇▇▇▇▇ ▇▇▇▇▇▇▇ President/s/
--------------------- ----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, PRESIDENT
Date: 3/8/99 By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/
--------------------- ----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PHARM. D.
