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Exhibit 10.22
CONSULTING AGREEMENT
Date: January 5, 1994
Xxxxxxx Xxxxxx
c/x Xxxxx Group Companies, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxx, XX 00000
Dear Xxxxxxx:
RiboGene, Inc. (the "Company") wishes to obtain your services as a
consultant on the matters described on Exhibit A attached hereto. This letter
shall constitute an agreement between you and the Company and contains all the
terms and conditions relating to the services you are to provide.
1. Term and Termination. This agreement shall become effective
on the date hereof and shall terminate on the date six (6) years from the date
set forth above; provided, however, that this Agreement may be terminated
by any party if the other party hereto materially breaches any term in this
Agreement or the exhibit hereto and such breach is not cured within thirty (30)
days after the receipt of notice of such breach; provided, however, that if you
dispute that your have materially breached this Agreement, the cure period shall
commence from the date it is determined by an arbitrator or arbitrators (under
Section 10) that you have in fact materially breached this Agreement, and
provided, further, however, that in the event of your death or disability or in
the event that you terminate this Agreement by reason of a material breach by
the Company as above provided, then the consideration otherwise payable to you
hereunder shall continue to be paid to you or your estate, as the case may be.
Notwithstanding the foregoing, if it shall be determined that you have
materially breached this Agreement or the Non-Competition Agreement of even date
herewith between you and the Company, and such breach(es) is (are) not cured
within the applicable cure period, the Company shall be under no obligation to
continue to make payments to you or your estate hereunder after such cure period
has lapsed.
2. Consideration. As consideration for your services and other
obligations, you will be paid as set forth on Exhibit A attached hereto for
consulting on the matters described herein.
3. Support. As additional consideration for your services
hereunder, the Company will provide you with such support facilities and space
as may be required in the Company's judgment to enable you to properly perform
your services hereunder.
4. Independent Contractor. Your relationship with the Company
will be that of an independent contractor and not that of an employee. You will
not be eligible for any employee benefits, nor will Company make deductions from
payments made to you for taxes, which will be your responsibility. You will have
no authority to enter into contracts that
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bind the Company or create obligations on the part of the Company without the
prior written authorization of the Company.
5. Report to President. All services to be performed by you will be
as agreed between you and the President of the Company and may be rendered via
telephone at mutually convenient times. You will be required to report to the
President of the Company concerning your services performed under this
agreement.
6. Confidentiality. You shall keep in confidence and shall not
disclose or make available to third parties or make any use of any information
or documents relating to your services under this agreement or to the products,
methods of manufacture, trade secrets, processes, business or affairs or
confidential or proprietary information of the Company (other than information
in the public domain through no fault of your own), except with the prior
written consent of the Company or to the extent necessary in performing tasks
assigned to you by the Company. You will not remove any of the Company's
property from the Company premises without permission from the Company. When
requested by the Company and in all events at the termination or expiration of
this agreement, you will return to the Company any of the Company's property
that has come into your possession during the term of this agreement, unless
authorization from the Company to keep such property has been received. Your
obligations under this Paragraph 6 will survive termination of this agreement.
7. Amendment. Any amendment to this agreement must be in writing
signed by you and the Company.
8. Notices. All notices, requests and other communications called for
by this agreement shall be deemed to have been given if made in writing and
personally delivered or mailed, postage prepaid, if to you at the address set
forth above and if to the Company at 00000 Xxxxx Xxxxxxxxx, Xxxxxxxx X,
Xxxxxxx, Xxxxxxxxxx 00000, Attention: President, or to such other addresses as
either party shall specify to the other.
9. Governing Law. The validity, performance and construction of this
agreement shall be governed by the laws of the State of California.
10. Arbitration. By signing this agreement, you acknowledge and
understand that any disagreement regarding this agreement will be determined by
submission to arbitration pursuant to the rules of the American Arbitration
Association, and not by a lawsuit or resort to court process proceedings.
Judgment upon the award of the arbitrator(s) may be entered in any court of
competent jurisdiction. All parties to this Agreement, by entering into it, are
giving up any right to have any such dispute decided in a court before a jury,
and instead are accepting the use of arbitration. Costs of the arbitration,
including without limitation attorney fees, shall be paid as allocated by the
arbitrator(s).
11. Prior Agreements. This agreement supersedes any prior consulting
or other agreements between you and the Company.
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If this agreement is satisfactory, you should execute and return the
original and one copy to us, retaining the third copy for your file.
Very truly yours,
RIBOGENE, INC.
By: /s/ [SIGNATURE]
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Title: President
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AGREED TO AND ACCEPTED
/s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
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EXHIBIT A
DESCRIPTION OF INITIAL CONSULTING
MATTERS AND COMPENSATION
Consulting Fee: Consultant shall be paid an aggregate amount of $1,000,000
through the termination of the Agreement, with such amount
payable in equal quarterly installments of $50,000 each
commencing January 1, 1995 and on the first day of each
subsequent calendar quarter thereafter until such installments
paid aggregate to $1,000,000.
Project: Consultant shall advise and assist the Company on matters
relating to the successful introduction and marketing of
RiboGene products (primarily those products purchased from
Hyline Laboratories, Inc.).
