IXION
THIS CONSULTING AGREEMENT, dated February 21, 1997 is between Xx. Xxxxx
X. Xxxx, Department of Pathology, University of Florida College of Medicine
and Ixion Biotechnology, Inc., a Delaware corporation with principal
offices at 00000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000.
WHEREAS, you have been performing consulting services for us pursuant to
a consulting agreement dated October 6, 1994, and
WHEREAS, we propose that you continue to perform consulting services for
us, and
WHEREAS, we understand you are willing to perform such services for us,
upon revised terms and conditions set forth below.
NOW, THEREFORE, we agree with you as follows:
1. You will perform such consulting services as we may request during
the term of this Agreement as Chief Scientist of the Company and as Chairman
of the Company=s Scientific Advisory Board. You will be available to perform
such services at reasonable times during the term of this Agreement as may be
determined by you in your discretion taking into account your obligations as a
full-time professor in the Department of Pathology at the University of
Florida College of Medicine. In no event shall you be obligated to perform
services hereunder for a total of more than four days in any calendar month
during the term of this agreement.
2. In full compensation for your services and agreements hereunder, we
will pay you at the rate of $50,000.00 per year. Should your services exceed
the 48 days referred to above, an appropriate adjustment will be made in your
payments. In addition, we will reimburse you (as discussed below) for all
reasonable traveling and living expenses necessarily incurred by you while you
are away from your regular place of business or at our premises at our request
and are engaged in the performance of services for us under this Agreement.
You will submit invoices promptly showing any disbursements for reasonable and
necessary expenses incurred on this engagement.
3. The manner in which you render services to us will be within your
sole control and discretion.
4. You will observe our rules, policies, and regulations with respect
to conduct, scientific misconduct, and the health, safety, and protection of
persons and property, while on our premises. You will comply with all
governmental laws, ordinances, rules and regulations applicable to your
services hereunder, or to the performance thereof.
5. All of the following sections 5 and 6 are subject to your
obligations to the University of Florida under its patent policy (including
the University=s policy respecting publication of the results of scientific
investigation). All inventions, improvements, discoveries, patent
applications, patents, trade secrets, know-how, biological material, data,
reagents, or other intellectual property, patentable or unpatentable
(Ainvention@), which are made or conceived by you during the term of this
Agreement (i) relating to Oxalobacter formigenes, oxalate, or oxalate-related
disorders, (ii) relating to islet progenitor/stem cells (AIPSCs@), or (iii)
relating to any other invention, provided rights thereto shall be waived or
not owned by the University of Florida, shall be our sole and exclusive
property throughout the world. Promptly upon conception of such invention,
you will disclose it us, and we shall have full power and authority to file
and prosecute patent applications throughout the world thereon and to procure
and maintain patents thereon. You shall, at our request and expense, execute
documents and perform such acts as our counsel may deem advisable, to confirm
in us all right, title, and interest throughout the world, in and to, such
invention, discovery, or idea, and all patent applications, patents, and
copyrights thereon, and to enable and assist us in procuring, maintaining,
enforcing and defending patents, xxxxx patents, copyrights, and other
applicable statutory protection throughout the world on any such invention,
discovery, or idea which may be patentable or copyrightable.
6. All information and know-how which you in any way obtain from us
and all inventions which shall become our property pursuant to this Agreement,
shall be held secret and confidential by you and shall not be used or revealed
by you unless, until, and to the extent we shall consent thereto in writing,
or such information, know-how, inventions, discoveries, and ideas are
generally available to the public through no action or inaction of yours.
7. You will not disclose to us any knowledge, information, inventions,
discoveries, or ideas which you possess under an obligation of secrecy to a
third party.
8. You do not have any express or implied obligation to a third party
which in any way conflicts with any of your obligations under this Agreement,
except your obligations as an employee of the University of Florida, of which
we are aware.
9. It is understood that we will have the royalty-free and unrestricted
right to use and disclose to third parties, any inventions disclosed to us by
you in the course of your services under this Agreement.
10. All written information, drawings, documents and materials prepared
by you in the course of your service hereunder shall be our sole and exclusive
property, and will be delivered to us by you promptly after expiration or
termination of this Agreement, together with all written information,
drawings, documents and materials, if any, furnished by us to you in
connection with your services hereunder and not consumed by you in the
performance of such services.
11. You assume all risk and liability for loss of, or damage to, your
property, and for personal injury, sickness and/or disease, including death
resulting therefrom, sustained by you, if or where such loss or damage is
incurred or such injury, sickness, or disease is sustained, in connection with
your presence on our property and/or any services hereunder, unless caused by
our negligence or the negligence of our employees or agents.
12. During the term of this Agreement, you agree not to perform for a
third party any services which are in the field of this Agreement. During
the period of this Agreement, and for the two years thereafter, you will not,
directly or indirectly, engage in any business which is substantially
competitive with any business then actively being conducted by us, or
contemplated by us in the near future, nor will you consult with or advise any
such competitive business or otherwise, directly or indirectly, engage in any
activity which is substantially competitive with or in any way adversely
affects any material activity of ours.
13. The term of this Agreement shall commence on the date first above
mentioned, and shall terminate a) on December 31, 2000, or b) upon thirty days
notice by either party, unless sooner terminated by your death, or in
accordance with the terms of this Agreement.
14. The provisions of paragraphs 5, 6, 7, 9, 10, 11, and 16 shall
survive and continue after expiration or termination of this Agreement.
15. Any assignment by you of this Agreement or of any of the rights or
obligations hereunder, without our written consent, shall be void. No
modifications of this Agreement or waiver of any of the terms or conditions
contained hereunder shall be binding unless in writing and signed by both
parties. This Agreement shall be governed by the laws of the State of
Florida.
16. We will have the sole and exclusive power to determine when we have
adequate resources available to pay your cash compensation, otherwise, such
compensation shall be deferred.
If you agree to the foregoing, please indicate your acceptance thereof
by signing the enclosed duplicate copy of this Agreement and returning it to
us.
Very truly yours,
Ixion Biotechnology, Inc.
By
Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
Accepted and Agreed
Xxxxx X. Xxxx, Ph.D.
