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Scientific Advisory Board Agreement

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SCIENTIFIC ADVISORY BOARD AGREEMENT


This Agreement, effective as of September 1, 2003 (the "Effective Date"), is made between Synta Pharmaceuticals Corp. (the "Company"), a Delaware corporation, and Judah Folkman, MD (the "Consultant").


RECITALS


WHEREAS, the Consultant is a member of the faculty at HARVARD MEDICAL SCHOOL ("HMS") and appointed at CHILDREN'S HOSPITAL Boston ("CHILDREN'S HOSPITAL" or "the Institution"), which permit the Consultant to perform limited consulting services for companies;


WHEREAS, the Company desires that the Consultant provide advice and assistance to the Company in his or her area of expertise; and


WHEREAS, the Consultant desires to provide such advice and assistance to the Company under the terms and conditions of this Agreement;


NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Company and the Consultant hereby agree as follows:


1. SERVICES.
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a. The Consultant shall render to the Company or its designee such consulting services as the Company may mutually agree from time to time (the "Services"); provided, however, that the Consultant shall not be required to devote more than FIVE (5) days per month in the provision of such Services. Meetings with Consultant shall be scheduled as mutually convenient. Consultant may, but shall not be required to, participate by conference telephone. The Company shall provide the Consultant with reasonable prior notice of any Services the Company requires. The Consultant shall use reasonable efforts not use any facilities, funds, or equipment owned or administered by the Institution in the performance of the Services, except with the prior written consent of the Company and in accordance with all applicable policies of the Institution.


b. It is understood that the purpose of the Consulting is to provide periodic review and advice relevant to certain Company matters, and that neither Consultant nor Company will benefit if Consultant provides inaccurate advice or commentary based on insufficient information. To that end, Company shall provide Consultant, in advance of meetings, with accurate, unbiased and sufficient information for him to review the subject matter thereof, and shall promptly provide further information that Consultant reasonably deems relevant to forming any pertinent conclusions relevant to the matter for discussion. It is expressly understood that Consultant has no fiduciary obligation to Company, but instead a contractual one described by the terms of this Agreement; that his role is to provide independent advice uninfluenced by commercial concerns; and that service as a Consultant does not require him to be an advocate for Company or its products in any forum, public or private. Company expressly agrees that under no circumstances will this role be compromised or inaccurately represented.


2. COMPENSATION.


2.1 CONSULTING FEES. The Company shall pay to the Consultant a consulting fee in the amount of $50,000.00 per annum for performance of the Services. Such fees shall payable in four (4) equal calendar quarter installments of twelve thousand five hundred dollars ($12,500.00) each, beginning on SEPTEMBER 1, 2003.


2.2 STOCK OPTIONS. The Company will issue to the Consultant a non-qualified stock option to purchase 100,000 shares of the common stock of the Company, $.0001 par value per share, at a purchase price of $2.7108 per share, such option to vest as follows: 25% vesting on the first anniversary of the grant date of the option (the grant date being the actual date when the Company's Board of Directors grants the option to the Institution) and thereafter 6.25% vesting per quarter over the following three (3) year period, provided that this Agreement remains in effect on the date in which vesting occurs. The option will be subject to the terms and conditions of the Company's 2001 Stock Plan (as amended on August 21, 2002), and shall have additional terms and conditions, as set forth on the stock option agreement certificate to be provided to the Consultant following the grant. Company understands that it is Consultant's intention immediately to transfer such options to Children's Hospital Boston or Children's Medical Center Corporation, pursuant to a transfer agreement approved by the Company, and hereby consents to such transfer.


2.3 REIMBURSEMENT OF EXPENSES. The Company shall reimburse the Consultant for reasonable travel and other out-of-pocket expenses incurred by the Consultant in the performance of the Services, provided that the Consultant shall have submitted to the Company written expense statements and other supporting documentation in a form that is reasonably satisfactory to the Company. Company will accommodate Consultant's request to arrange, at Company's expense, for all of his travel and accommodations in connection with such meetings if they occur outside the Boston metropolitan area. If Consultant makes such arrangements, the Company shall provide the Consultant with a check for any amounts due under this Section within thirty (30) days after the Company receives satisfactory documentation. Notwithstanding the foregoing, the Consultant shall not incur total expenses in excess of $1,000 per occurrence without the prior written approval of the Company.


2.4 NO BENEFITS. The Consultant acknowledges and agrees that the Company will not provide the Consultant with any employee benefits, including without limitation any employee stock purchase plan, social security, unemployment, medical, or pension payments. The Consultant is an independent contractor and not an employee of the Company. Notwithstanding the foregoing, Company shall indemnify, defend and hold harmless Consultant, and CHILDREN'S HOSPITAL, its corporate affiliates, current or future directors, trustees, officers, faculty, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns (the "Indemnitees"), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys' fees and other costs and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of this Agreement (including, but not limited to, actions in the form of tort, warranty, or strict liability), except to the extent caused by the Consultant's misconduct or negligence.


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3. TERM AND TERMINATION.


3.1 TERM. This Agreement shall commence on the Effective Date and shall remain in effect for a period of one (1) year, unless earlier terminated as provided in this Article 3; provided, however, that the term of this Agreement shall automatically extend for additional one-year periods until the Consultant gives the Company written notice that the Agreement will not continue, which notice must be received by the Company at least sixty (60) days prior to the expiration of the term.


3.2 TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement for any reason upon sixty (60) days prior written notice to the Consultant.


3.3 TERMINATION WITH CAUSE. In the event that a party commits a material breach of its obligations under this Agreement, the other party may terminate this Agreement upon sixty (60) days prior written notice to the party in breach, unless the breach is cured within such sixty-day notice period. Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice if either party breaches or threatens to breach any provision of Article 4 or Sections 6.5 or 6.6..


3.4 SURVIVAL. The following provisions shall survive the expiration or termination of this Agreement: Articles 4 and 5; Sections 6.5., 6.6., 6.10., and 6.12.


4. CONFIDENTIAL INFORMATION AND PROPRIETARY MATERIALS.


4.1 CONFIDENTIAL INFORMATION.


4.1.1 DEFINITION OF CONFIDENTIAL INFORMATION. Confidential Information shall mean, subject to the exceptions below, any technical or business information furnished by the Company to the Consultant in connection with this Agreement or developed by the Consultant within the scope and in the course of performing the Services. Such Confidential Information may include, without limitation, trade secrets, know-how, inventions, technical data or specifications, testing methods, business or financial information, research and development activities, product and marketing plans, and customer and supplier information.


4.1.2 OBLIGATIONS. The Consultant shall


(a) maintain all Confidential Information in strict confidence;


(b) use all Confidential Information solely for the purpose of providing the Services as requested by the Company; and


(c) reproduce the Confidential Information only to the extent necessary for providing the Services as requested by the Company, with all such reproductions being considered Confidential Information.


Notwithstanding anything herein to the contrary, Company agrees that it shall not disclose to Consultant any information which is Company Confidential Information: (i) except to the extent necessary for
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