CONSULTING AGREEMENT
This Consulting Agreement (herein referred to
as "Agreement")
is made and entered into as of this
December 1, 2016 (the "Effective
Date"), by and between Monopar Therapeutics Inc. (herein
referred to as "Monopar"), a Delaware limited liability corporation. located
at corporation,
located at 5 Revere Dr., Suite 200,
Northbrook, IL 60062, and Andrew P. Mazar (herein referred
to as "MAZAR") who resides at # (each
herein referred to as "Party" and collectively as "Parties'').
RECITALS
WHEREAS, MAZAR
specializes in the field of pre-clinical and clinical
development,
including but not limited to:
pre-clinical study design, clinical trial design, clinical
operations, manufacturing operations, regulatory
strategy, drug candidate evaluation, and investor due
diligence; and
WHEREAS, Monopar desires to contract with MAZAR to
provide certain consultation services, as requested
by Monopar, and MAZAR wishes to provide such services to
Monopar, upon the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the premises
and mutual covenants contained herein, the Parties
agree as follows:
1.
Consulting
Arrangement. MAZAR
agrees to perform consulting services as described herein upon the
terms and conditions herein set forth.
2.
Term of
Agreement Subject to the
provision for early termination set forth below in
Section S
of this Agreement, this Agreement
shall commence as of the Effective Date and shall continue for a
period of twelve (12) months from the Effective Date (the
"Term"). Either Party may terminate this Agreement without
cause with 10-days’ prior
written notice.
3.1
Specific
Duties. MAZAR shall provide
consulting services to Monopar, such duties to include
pre-clinical study design, clinical trial design,
clinical operations oversight,
manufacturing oversight, regulatory strategy, drug candidate
evaluation, and investor due diligence with such other specific
requirements as Monopar may specify from time to time during the
Term (herein referred to as the "Services").
3.2
MAZAR's
Obligations. MAZAR
shall be diligent in the performance of Services, and be
professional in his commitment to meeting his obligations
hereunder. MAZAR represents and warrants that MAZAR is not
party to any
other existing agreement, which any of
them would prevent him from entering into this Agreement or which
would adversely affect this Agreement. MAZAR shall not perform
Services for any other individuals or entities in direct
competition with Monopar, except as
provided for by mutual written agreement of the
Parties. MAZAR shall not perform services for any party
which would require or facilitate
the unauthorized disclosure of any confidential or
proprietary information of Monopar.
3.3
Reporting.
MAZAR will report to and liaise with Chandler Robinson, M.D., and
Christopher M. Starr, Ph.D. and/or any other assigned Monopar
employee or consultant as may be designated in writing by
Monopar.
3.4
Compensation.
Monopar shall pay MAZAR a cash
retainer of $25,000 per month not to exceed $300,000 for the period
of this Agreement, unless modified in writing by mutual agreement
amongst the Parties.
MAZAR
shall not be reimbursed, and is responsible for the facilities and
equipment necessary to perform Services required under this
Agreement.
4.
Reimbursement of Other
Expenses. So long as Monopar's
prior approval has
been obtained, Monopar shall
promptly reimburse
MAZAR for all direct
expenses incurred in providing
the Services to Monopar pursuant to this Agreement, including
travel, meals and lodging.
The invoice submitted by MAZAR
pursuant to this Section 4 shall also include a detail of all reimbursable
expenses incurred during the period covered by such
invoice.
5.
Termination of
Agreement - Failure to
perform. In the event that
MAZAR ceases
to perform the Services or breaches
its obligations as required hereunder for any reason, Monopar shall have the right to immediately
terminate this Agreement upon notice to MAZAR and to enforce such
other rights and remedies as it may have as a result
of said breach.
6.
Certain
Liabilities. It is understood
and agreed that MAZAR shall be acting as an
independent contractor and not as an
agent or employee of, or partner, joint venturer or in
any other relationship with Monopar MAZAR will be solely
responsible for all
his insurance, employment taxes, FICA
taxes and all obligations to governments or other
organizations arising out of this consulting assignment. MAZAR
acknowledges that no
income, social security or other taxes
shall be withheld or accrued by Monopar for MAZAR'
s benefit. MAZAR assumes all risks and hazards
encountered in the
performance of duties under this
Agreement. Unless Monopar has provided prior written approval,
MAZAR shall not use
any sub-contractors to perform MAZAR's
obligations hereunder. MAZAR shall be solely responsible for
any and all injuries, including death, to all persons and any and
all loss or damage to property, which may result from
performance under this
Agreement.
7.
Indemnities. MAZAR hereby
agrees to indemnify Monopar and hold Monopar harmless from and against all claims
(whether asserted by a person,
firm, entity or governmental unit or otherwise). liabilities, losses, damages, expenses, charges and fees which Monopar
may sustain or incur arising
out of or attributable to any breach, gross negligence or willful misconduct by MAZAR, as applicable, in the
performance under this Agreement. Monopar hereby agrees to indemnify MAZAR and hold
MAZAR harmless from and against all liabilities losses, damages,
expenses, charges and fees which MAZAR may sustain or incur by reason of any
claim which may be asserted against MAZAR by any person,
firm, corporation or governmental unit and which may arise out
of or be attributable to any gross
negligence or willful misconduct by Monopar or its
employees or contractors, as
applicable, in the performance of this
Agreement.
8.
Warranties.
The Services shall be performed in a
professional manner, consistent with
industry standards. In performing the Services, MAZAR shall not
make any unauthorized use of any confidential or
proprietary information of any other party or infringe
the intellectual property rights of any other
party.
9.
Arbitration.
Any controversy or claim between Monopar and MAZAR
arising out of or relating to this Agreement, or the
breach thereof,
shall be submitted to arbitration in
accordance with the rules of the American Arbitration Association.
The site of the arbitration shall be Chicago, Illinois,
and except as provided herein the arbitration shall be conducted in
accordance with the Rules of the American Arbitration Association
prevailing at the time the demand for arbitration is made
hereunder. At least one member
of the arbitration panel shall be an expert knowledgeable in the
area of biopharmaceutical clinical development. Judgment upon any
award rendered by the arbitrator(s) may be entered in any court of
competent jurisdiction and shall be binding and final. The cost of
arbitration shall be borne by the losing
Party, as determined by the
arbitrator(s).
10.
Confidential
Information. MAZAR has executed the attached
confidential disclosure agreement referenced herein as
Appendix A
prior to commencement of the
Services.
MAZAR hereby represents and warrants
that the obligations thereunder shall be
binding.
11.
Inventions.
MAZAR agrees that all ideas, developments, suggestions
and inventions conceived or reduced to practice arising out of or
during the course of performance under this Agreement shall be the
exclusive property of Monopar and shall be promptly communicated
and assigned to Monopar. MAZAR shall require any employees of or
other parties contracted by MAZAR to disclose the same to MAZAR and
to be bound by the provisions of this paragraph. During the period
of this Agreement and thereafter at any reasonable time when called
upon to do so by Monopar, MAZAR shall
require any employees of or
other parties contracted by MAZAR to execute patent applications,
assignments to Monopar (or any designee of Monopar) and other
papers and to perform acts which Monopar believes necessary to
secure to Monopar full protection and ownership of the rights in
and to the services performed by MAZAR and/or for the preparation,
filing and prosecution of applications for patents or inventions
made by any employees of or other parties contracted by MAZAR
hereunder. The decision to file patent applications on inventions
made by any employees of or other parties contracted by MAZAR shall
be made by Monopar and shall be for such countries, as Monopar
shall elect. Monopar agrees to bear all the expense in connection
with the preparation,
filing and prosecution of applications
for patents and for all matters provided in this paragraph
requiring the time and/or assistance of MAZAR as to such
inventions.
12.1
Notice.
Any notices to be given hereunder by
either Party to the other may be effectuated, in writing, by personal
delivery or by mail, registered or certified,
postage prepaid, with return
receipt requested. Mailed notices shall be addressed to the parties
at the following addresses:
If to
Monopar:
If to MAZAR:
Monopar Therapeutics Inc. 5 Revere Dr., Suite 200
Northbrook, IL, 60062
Attention: Chandler Robinson, MD MBA MSc
Email: #
Andrew P. MAZAR
#
Email: #
or at such other addresses as either Monopar or
MAZAR may designate by written notice to each other. Notices
delivered personally shall be deemed duly given on the
date of actual receipt; mailed notices shall be deemed duly given
as of the fourth day after the date so
mailed.
12.2
Waiver of
Breach. The waiver by either Party to a breach of any
provision in this
Agreement cannot operate or be
construed as a waiver of any subsequent breach by either
Party.
12.3
Severability.
If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, that
provision shall be deemed modified to the extent necessary to make
it valid or enforceable,
or if it cannot be so modified, then
severed, and the remainder of the Agreement shall continue in full
force and effect as if the Agreement had been signed with the
invalid portion so modified or severed.
12.4
Choice of
Law. This Agreement has been
made and entered into in the State of Illinois, and the laws of
such state, excluding its choice of law rules, shall govern
the validity and interpretation of this Agreement and the
performance due hereunder. The losing
party in any dispute hereunder shall pay the
attorneys' fees and disbursements of the prevailing
party.
12.5
Integration.
The drafting, execution and delivery of this Agreement by the
Parties have been induced by no representations, statements, warranties
or agreements other than those expressed herein. This Agreement
embodies the entire understanding of the Parties, and there
are no further or other agreements or understandings, written or
oral, in effect between the Parties relating to the subject matter
hereof unless expressly referred to herein.
12.6
Modification.
This Agreement may not be modified unless such is in writing and
signed by both Parties to this Agreement.
12.7
Assignment.
MAZAR shall not be
permitted to assign this Agreement to
any other person or entity without the prior written consent of
Monopar. MAZAR hereby agrees that Monopar shall be permitted
to assign this Agreement to any
affiliate of Monopar. This Agreement shall be binding upon
and shall inure
to the benefit of the
successors and permitted assigns of the
parties.
12.8
Survival.
The provisions
of Sections 7, 8, 9, 10, and
11 shall survive expiration or termination of this Agreement for
any reason. Expiration
or termination of this Agreement shall
not affect Monopar's obligations to pay any amounts that may then
be due to MAZAR
IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the day and year
first above written.
ACCEPTED AND AGREED
TO:
..
Andrew P.
Mazar
MONOPAR THERAPEUTICS INC.
/s/ Andrew
P. Mazar
/s/ Chandler D. Robinson
BY: ANDREW P.
MAZAR
BY: CHANDLER D. ROBINSON
ITS:
CHIEF EXECUTIVE OFFICER
APPENDIX A
See executed CDA attached