EXHIBIT 10.35
CONSULTING AGREEMENT
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THIS AGREEMENT (the "Agreement"), entered into as of this 27th day of
January, 1998 between GREENFIELD CHEMICAL, INC., with an office at ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Consultant"), and GENSIA SICOR INC., a Delaware
corporation with offices at ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"),
W I T N E S S E T H :
- - - - - - - - - - -
WHEREAS, the Consultant possesses expertise in the area of pharmaceutical
manufacturing, and desires to make available Consultant's expertise for the
benefit of Company by providing services in such area of expertise; and
WHEREAS, Company desires to utilize such services from time to time during
the term of this Agreement;
NOW, THEREFORE, in view of the foregoing premises which are hereby
incorporated as part of this Agreement, and consideration of the mutual
covenants herein contained, the parties hereto agree as follows:
1. The services to be rendered by Consultant (the "Services") shall
include:
(a) assisting the Company's subsidiaries, including SICOR S.p.A.,
Sicor de Mexico and Gendchem Pharma Ltd., in improving efficiencies of operation
and cooperation among these entities;
(b) assisting the Company's Genchem Pharma Ltd. subsidiary in the
field of contract manufacture of research and development quantities of bulk
active ingredients (drug substances) for third parties with an emphasis in the
area of oncology;
(c) assisting the Company's subsidiaries in the field of contract
manufacture of final dosage forms (drug products); and
(d) assisting the Company in evaluating acquisition opportunities and
conducting due diligence with respect thereto.
2. Consultant agrees that during the term of the Agreement Consultant
shall perform the Services to the best of Consultant's abilities and in
accordance with the Company's reasonable requests. Consultant will determine
the method, details and means of performing the Services.
3. It is the express intention of the parties that Consultant be an
independent contractor and not an employee, agent joint venturer or partner of
Company. Nothing in this Agreement shall be interpreted or construed as
establishing or creating the relationship of employer and employee between
Company and Consultant or any employee or agent of Consultant. Both parties
acknowledge that Consultant is not an employee of Company for state or federal
tax purposes.
4. This Agreement shall remain in effect until December 31, 2000, and
thereafter as mutually agreed to in writing, provided, however, that this
Agreement may be terminated at the convenience of either party upon thirty (30)
days' written notice.
5. (a) Consultant recognizes and acknowledges that the data collected,
developed and maintained for Company by Consultant is a valuable property right
of the Company and is to be kept confidential and secret and therefore agrees to
keep all information relating to such data in confidence and trust, and will not
use or disclose any such information without the written consent of the Company,
except as such use may be necessary in the ordinary course of Consultant's
performance of the Services for the Company.
(b) Consultant agrees that all documents and other physical property
furnished to Consultant by the Company or produced by Consultant or others in
connection with the performances of the Services shall be and remain the sole
property of the Company, and that Consultant return and deliver all such
documents and property (including any copies thereof) to Company upon request or
upon the termination of this Agreement.
(c) During the term of this Agreement and thereafter, Consultant will
not solicit any employee of the Company to leave the Company for any reason or
to devote less than all of any such employee's efforts to the affairs of the
Company. During the term of this Agreement, Consultant further agrees that
Consultant will not buy or sell Company stock or discuss such subject with any
third parties.
6. In consideration for the Services rendered hereunder, Company shall
compensate Consultant at the rate of One thousand dollars ($1,000.00) per day
(or reasonable portion thereof) spent in performance of the Services, together
with reimbursement for other out-of-pocket expenses, including all travel,
hotel, meal and other expenses incurred in performance of the Services, actually
incurred on behalf of the Company and approved in advance by Company. For all
time spent in travel outside the United States, the Consultant will be paid at
the rate of five hundred dollars ($500.00) per day. Consultant shall invoice
Company not more than ten (10) days after the end of each calendar month, with
each invoice setting forth the days worked and a description of the services
performed during the preceding calendar month. Company shall pay such invoice
within thirty (30) days of receipt by Company. Company agrees that, during the
term of this Agreement, it shall require Consultant's Services for a minimum of
one hundred (100) days per year.
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7. Consultant hereby represents that neither the execution of this
Agreement, the consulting relationship with the Company nor the performance of
the Services will violate any obligations of Consultant to any person or entity,
including, without limitation, the obligation to keep confidential any
proprietary information of such person or entity.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
9. This Agreement cannot be altered or otherwise amended except pursuant
to an instrument in writing signed by Consultant and Company.
IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement
as of the date first above written.
GREENFIELD CHEMICAL, INC. GENSIA SICOR INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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ADDENDUM TO AGREEMENT
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The Company and Consultant hereby agree to amend the Consulting Agreement dated
January 24, 1998 by adding the following:
The Company and Consultant agree that Consultant may assign the rights and
obligations of this agreement to XYZ Chemical, Inc. It is expressly understood
that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will be required to own a majority of the common and voting
stock of the XYZ Chemical, Inc.
IN WITNESS WHEREOF, the Company and Consultant execute this addendum on this day
of February 1998.
GREENFIELD CHEMICAL, INC. GENSIA SICOR INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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03/06/98
