Consulting Agreement

Exhibit 10.26


CONSULTANT: - James L Warren ACTIVBIOTICS CONTACT: - Melissa Packard EFFECTIVE DATE: - June 16, 2006


[ACTIVBIOTICS(R) LOGO]


CONSULTING AGREEMENT


This Consulting Agreement (together with its attachments, this "Agreement") made as of the date written above (the "Effective Date") is between ActivBiotics, Inc., a Delaware corporation having an address at 110 Hartwell Avenue, Lexington, MA 02421 (together with its affiliates and subsidiaries, "ActivBiotics"), and the consultant named on the signature page ("Consultant") ActivBiotics desires to have the benefit of Consultant's knowledge and experience, and Consultant desires to provide Consulting Services (defined below) to ActivBiotics, all as provided in this Agreement.


1. CONSULTING SERVICES. ActivBiotics retains Consultant and Consultant agrees to provide Consulting Services to ActivBiotics (the "Consulting Services") as it may from time to time reasonably request and as specified in the business terms exhibit attached to this Agreement ("Business Terms Exhibit") Any changes to the Consulting Services (and any related compensation adjustments) must be agreed upon in writing between Consultant and ActivBiotics prior to commencement of the changes. Consultant understands and agrees that it is not the intent of ActivBiotics that this Agreement or any actions of ActivBiotics be construed as imposing any duty or obligation, express or implied, on Consultant to use, purchase, prescribe, or recommend any product of ActivBiotics


1.1 PERFORMANCE. Consultant agrees to render the Consulting Services to
ActivBiotics, or to its designee, (a) at such reasonably convenient
times and places as ActivBiotics may direct, (b) under the general
supervision of ActivBiotics, and (c) on a best efforts basis.
Consultant will comply with all rules, procedures and standards
promulgated from time to time by ActivBiotics with regard to
Consultant's access to and use of ActivBiotics' property, information,
equipment and facilities Consultant agrees to furnish ActivBiotics
with written reports with respect to the Consulting Services if and
when requested by ActivBiotics.


1.2 THIRD PARTY CONFIDENTIAL INFORMATION. Consultant agrees not to use any
trade secrets or other confidential information of any other person,
firm, corporation, institution or other entity in connection with any
of the Consulting Services.


1.3 NO CONFLICTS. Consultant is under no contractual or other obligation
or restriction which is inconsistent with Consultant's execution of
this Agreement or the performance of the Consulting Services, During
the Term (defined below), Consultant will not enter into any
agreement, either written or oral, in conflict with Consultant's
obligations under this Agreement Consultant will arrange to provide
the Consulting Services in such manner and at such times that the
Consulting Services will not conflict with Consultant's


responsibilities under any other agreement, arrangement or
understanding or pursuant to any employment relationship Consultant
has at any time with any third party.


1.4 COMPLIANCE WITH POLICIES. If Consultant is a faculty member at or
employee of a university or hospital ("Institution") or of another
company, Consultant represents and warrants that pursuant to
Institution's or company's policies concerning professional consulting
and additional workload, Consultant is permitted to enter into this
Agreement. If Consultant is required by Consultant's Institution to
disclose to it any proposed agreements with industry, Consultant has
made such disclosure. If Institution's prior approval of this
Agreement is required by Institution policies, Consultant has obtained
or will obtain and deliver to ActivBiotics, Institution's consent on
the form attached to this Agreement prior to beginning the Consulting
Services.


1.5 ABSENCE OF DEBARRMENT. Consultant represents that neither Consultant
nor any Consultant Personnel (defined below) has been debarred, and to
the best of Consultant's knowledge, is not under consideration to be
debarred, by the U.S. Food and Drug Administration from working in or
providing consulting services to any pharmaceutical or biotechnology
company under the Generic Drug Enforcement Act of 1992.


1.6 CONSULTANT PERSONNEL. In the event that others are, or may hereafter
become, associated with Consultant or are used by Consultant in
connection with the Consulting Services ("Consultant Personnel"),
Consultant agrees to procure from them agreements containing analogous
obligations to those in this Agreement, and Consultant agrees to
cooperate with ActivBiotics in procuring execution by them of
assignments and other papers as may be required by the terms of this
Agreement.


2. COMPENSATION.


2.1 PAYMENT. In consideration for the Consulting Services rendered by Consultant to ActivBiotics, ActivBiotics agrees to pay Consultant the fees set forth in the Business Terms Exhibit Unless otherwise specified in the Business Terms Exhibit, payments are due net thirty (30) days from ActivBiotics' receipt of Consultant's invoice. Invoices will contain such detail as ActivBiotics may reasonably require and will be payable in U.S. Dollars.


2.2 EXPENSES. ActivBiotics will reimburse Consultant for all reasonable travel and other expenses incurred by Consultant in rendering the Consulting Services, provided that such expenses are consistent with ActivBiotics' Travel and Expense Policy, are agreed upon in advance, and are confirmed by appropriate written expense statements and other supporting documentation.


3. INVENTIONS.


3.1 DEFINITION. Consultant will promptly disclose in confidence to
ActivBiotics all inventions, discoveries, improvements, ideas,
designs, processes, products, computer programs, works of authorship,
databases, mask works, trade secrets, know-how, research and creations
(whether or not patentable or subject to copyright or trade secret
protection) that Consultant makes, conceives or reduces to practice,
either alone or jointly with others, and that (a) result from the
performance of the Consulting Services, and/or (b) result from use of
facilities, equipment, supplies, Research Materials (defined below),
or Confidential Information (defined below) of ActivBiotics
("Inventions").


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3.2 OWNERSHIP. All Inventions will be the exclusive property of
ActivBiotics For purposes of the copyright laws of the United States,
all Inventions will constitute "works made for hire", except to the
extent such Inventions cannot by law be "works made for hire". To the
extent Inventions have not been previously assigned to ActivBiotics,
Consultant hereby assigns and, to the extent any such assignment
cannot be made at present, hereby agrees to assign to ActivBiotics,
without further compensation, all right, title and interest in and to
all Inventions and any and all related patents, patent applications,
copyrights, copyright applications, trademarks, trade names, trade
secrets and other proprietary rights in the United States and
throughout the world.


3.3 RESEARCH MATERIALS. If the Consulting Services entail laboratory work
or experiments, "Research Materials" means all materials furnished by
ActivBiotics, all materials developed by Consultant in connection with
the Consulting Services and all materials, the cost of which are
reimbursed to Consultant by ActivBiotics hereunder Research Materials
include, in the case of biological materials, all progeny and
unmodified derivatives of ...