Exhibit 99.1
CONSULTANT AGREEMENT
This Consulting Agreement (the "Agreement") made as of January 21, 2002 by
and between Xxxxxx Xxxxxx ("Consultant") and Wasatch Pharmaceutical, Inc.
("Company").
W I T N E S S E T H
WHEREAS, the Company requires and will continue to require business
services relating to management, strategic planning and product marketing for
the Company; and
WHEREAS, Consultant shall provide Company with strategic planning and
product marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agrees to
render various business services to the Company upon the terms and
conditions hereinafter set forth.
2. TERMS
The term of this agreement began as of the date of this Agreement, and
shall terminate on January 31, 2003, unless earlier terminated in
accordance with paragraph 7 herein or as extended by the parties from
time to time.
3. SERVICES
During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, product sales matters in connection with the operations of
the business of the Company. Consultant agrees to provide on a timely
basis the following services, and additional services contemplated
thereby:
(a) The implementation of short-range and long-range strategic
planning to Develop and enhance the Company's products and
services;
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(b) Develop and assist in the implementation of a marketing
program to enable the Company to broaden the markets for
its products and services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of Marketing sales and other executive
personnel consistent with the growth of operations of
the Company;
(d) The identification, evaluation, structuring, negotiating
and closing of strategic alliances.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and timely
basis, with all data and information about it, its subsidiaries,
its management, its products and services and its operations as
shall be reasonably requested by Consultant, and shall advise
Consultant of any facts which would affect the accuracy of any
data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with
full and complete copies of all brochures or other sales
materials to its products and services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
Concurrently with the execution hereof, the Company shall grant
and issue to Consultant a warrant to purchase 10,000,000 Shares
of $.001 par value capital voting stock ("Shares"); which Shares
shall be registered with the United States Securities and
Exchange Commission and applicable state securities agencies so
as to enable the Shares to be freely saleable and tradable in
the public securities markets. The Company shall use its best
and diligent efforts to maintain all SEC and other registrations
so as to enable said Shares to be fully saleable and tradable
for a period of five (5) years from the date hereof. The warrant
shall have a purchase price of $0.005 per share, and shall
expire on January 31, 2007 at 5:00 P.M. C.S.T. Consultant in
providing the foregoing services shall be reimbursed for any
pre-approved out-of-pocket costs, including without limitation,
travel, lodging, telephone, postage and overnight shipping
charges.
The Company also agrees that if the aggregate Shares fail to
attain a market price of $50,000 for five(5) seperate trading
days during a period of five (5) years from the date of
Consultant's exercise of the warrant; then the Company shall
issue a supplemental warrant to Consultant for additional Shares
at the purchase price set forth in the initial warrant, upon
written demand of Consultant to the Company. If the Company
fails to issue the supplemental warrant within five (5) days
from the
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date of Consultants written demand notice, then it immediately shall pay to
Consultant liquidated damages of $50,000.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which
it supplies to Consultant and acknowledges its awareness that Consultant
will rely on such continuing functions. Consultant in the absence of notice
in writing from the Company will rely on the continuing accuracy of
material information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant from
any and all claims or demands of any kind relating to the Company's breach
of its agreements hereunder.
7. MISCELLANEOUS
Termination: This Agreement may be terminated by Consultant upon written
notice to the Company for a material breach of this contract which shall be
effective five (5) business days from the date of such notice.
Modification: This Agreement sets forth the entire understanding of the
Parties with respect to the subject matter hereof, and may be amended only
in a writing signed by both parties.
Notices: Any notices required and permitted to be given hereunder shall be
in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to
such other address or facsimile telephone number, as the party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a Party to insist upon strict adherence to any
term of this Agreement on one or more occasions will not be considered a
waiver or deprive the other Party of the right thereafter to insist upon
adherence to that term of any other term on this Agreement.
Assignment: The Options under this Agreement are assignable at the
direction of the Consultant.
Severability: If any provision of this agreement is invalid, illegal, or
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unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or
out of this Agreement shall be submitted to arbitration under
the rules of the American Arbitration Association and the
decision of the arbitrator(s) shall be enforceable in any court
having jurisdiction thereof. Arbitration shall occur only in
DuPage County, Illinois. The interpretation and the enforcement
of this Agreement shall be governed by Illinois law as applied
to residents of the State of Illinois relating to contracts
executed in and to be performed solely within the State of
Illinois. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbitrator(s)) shall be entitled to
recover that party's reasonable attorney's fees incurred) as
determined by the arbitrator(s)).
In WITNESS WHEREOF, this Agreement has been executed by the Parties as
of the date first above written.
COMPANY CONSULTANT
WASATCH PHARMACEUTICAL, INC XXXXXX XXXXXX
By: /s/ Xxxx X. Xxxxxx By:
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Xxxx X. Xxxxxx Xxxxxx Xxxxxx
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