{"id":38701,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-versicor-inc-and-david-v-milligan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-versicor-inc-and-david-v-milligan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-versicor-inc-and-david-v-milligan.html","title":{"rendered":"Consulting Agreement &#8211; Versicor Inc. and David V. Milligan"},"content":{"rendered":"<pre>\n                         CONSULTING AGREEMENT\n\n     This Consulting Agreement (\"AGREEMENT\"), effective as of January 1, \n1997, is between VERSICOR INC. (\"VERSICOR\"), a Delaware corporation having \nits principal office at 111 Locke Drive, Marlborough, Massachusetts 01752, \nand David V. Milligan, Ph.D. (\"CONSULTANT\").\n\n     WHEREAS, VERSICOR wishes to engage the services of the CONSULTANT in the\narea of anti-infective drug discovery (\"FIELD\"); and,\n\n     WHEREAS, the CONSULTANT wishes to provide consulting services to \nVERSICOR on the terms herewith set forth;\n\n     THEREFORE, VERSICOR and CONSULTANT agree that:\n\n1.   TERM\n\n     The term of this AGREEMENT shall be until December 31, 1997, commencing \non January 1, 1997, unless sooner terminated in accordance with the \nprovisions of Section 9. It may be extended for additional periods of time as \nagreed by the mutual consent of VERSICOR and CONSULTANT.\n\n2.   SERVICES\n\n     During the term of this AGREEMENT, CONSULTANT agrees to diligently and \nconscientiously use his best efforts to discharge projects in the FIELD as may \nbe reasonably requested from time to time by VERSICOR. Responsibilities of \nCONSULTANT include providing such advice and information relating to the \nFIELD as VERSICOR may reasonably request from time to time, and communicating \nwith various third parties on behalf of VERSICOR on matters related to the \nFIELD. During the term of this AGREEMENT, CONSULTANT shall not take part in \nany activity in the FIELD which is a conflict of interest with his activities \non behalf of VERSICOR, and he shall not assist any other person or \norganization that competes, or intends to compete with VERSICOR in this \nFIELD. Notwithstanding the provisions of this Section 2, nothing in this \nAGREEMENT shall preclude CONSULTANT from providing consulting services to any \nother person or entity for such projects which are not within the FIELD. It \nis understood that provision of these services would not preclude \nCONSULTANT'S full time employment by another, non-competing, organization \n(e.g. as CEO or senior officer).\n\n3.   COMPENSATION\n\n     VERSICOR shall pay CONSULTANT at the rate of US$8,333.33 per month \nVERSICOR shall also reimburse CONSULTANT for all travel, office and related \nexpenses reasonably incurred in connection with the performance of duties as \na consultant to VERSICOR.\n\n                                       1\n\n\n     In a monthly invoice, CONSULTANT shall document the time spent and \nexpenses incurred in connection with providing consulting service to \nVERSICOR. VERSICOR shall pay such invoice within thirty (30) days of its \nreceipt.\n\n     The CONSULTANT shall not be entitled to any benefits, coverages, or \nprivileges, including, without limitation, social security, unemployment, \nworkers' compensation, medical or pension payments, or holiday\/vacation pay \nor other such benefits made available to employees of VERSICOR.\n\n4.   INDEPENDENT CONTRACTOR\n\n     CONSULTANT shall be considered to be an independent contractor and not \nan agent or employee of VERSICOR and has no authority to bind VERSICOR.\n\n5.   RECORDS AND REPORTS\n\n     CONSULTANT agrees to keep records, in such form as the parties may \nagree, to make reports in writing to VERSICOR at VERSICOR's reasonable \nrequest and to deliver to VERSICOR upon termination of the AGREEMENT or at \nany other time upon request by VERSICOR all records, files, memoranda, notes, \ndesigns, data, reports, drawings, plans, software, software documentation, \nsketches, laboratory and research notebooks and other documents (and all \ncopies or reproductions of such materials) relating to the business of \nVERSICOR. Such written records shall be available to and remain the sole \nproperty of VERSICOR.\n\n6.   REPRESENTATIONS AND WARRANTEES\n\n     CONSULTANT represents and warrants that CONSULTANT is free to enter into \nthis AGREEMENT and perform the consulting services provided for in this \nAGREEMENT. CONSULTANT agrees that all information CONSULTANT discloses to \nVERSICOR shall be received by VERSICOR without further obligation to \nCONSULTANT than as provided herein. CONSULTANT also represents that, except \nas he has disclosed in writing to VERSICOR, he is not bound by the terms of \nany agreement with any previous employer or other party to refrain from using \nor disclosing any trade secret or confidential or proprietary information in \nthe course of his performance of services under this AGREEMENT or to refrain \nfrom competing, directly or indirectly, with the business of such previous \nemployer or any other party.\n\nCONSULTANT further represents that his performance of all the terms of this \nAGREEMENT does not and will not breach any agreement to keep in confidence \nproprietary information, knowledge or data acquired by him in confidence or \nin trust prior to the commencement of this AGREEMENT, and he will not \ndisclose to VERSICOR or induce VERSICOR to use any confidential or \nproprietary information or material belonging to any previous employer or \nothers.\n\n                                       2\n\n\n\n         If CONSULTANT is aware of circumstances under which VERSICOR may not \nbe free to use CONSULTANT's  information without liability of any kind, or \nthe use of which by VERSICOR would result in a possible infringement of one \nor more unexpired patents or other proprietary rights known to CONSULTANT, \nthen CONSULTANT agrees to disclose such circumstances to VERSICOR and, upon \ndisclosure of such circumstance, CONSULTANT shall be under no obligation to \ndisclose further related information to VERSICOR.\n\n7.       NON-DISCLOSURE AND OTHER RESTRICTIONS\n\n         While serving as a CONSULTANT to VERSICOR, CONSULTANT may obtain \nknowledge or private information belonging to, or possessed or used by, \nVERSICOR and its business. This knowledge or information (the \"PROPRIETARY \nINFORMATION\") may include, but is not limited to, knowledge or information in \nthe form of proprietary, confidential or trade secret processes, plans, \nmaterials, formulas, and the like relating to VERSICOR's business, products \nand other activities.\n\n         CONSULTANT agrees to treat such knowledge or information as \nconfidential.\n\n         CONSULTANT agrees that he will not, without the prior written \nconsent of VERSICOR, at any time during the term of this AGREEMENT or \nextensions thereof as provided in Section 1, and for a period of five (5) \nyears after termination of this AGREEMENT, directly or indirectly reveal, \nfurnish or make known to any person or use for CONSULTANT'S benefit or the \nbenefit of others any PROPRIETARY INFORMATION of VERSICOR, disclosed to, \nlearned of, developed, or otherwise acquired by CONSULTANT while performing \nservices for VERSICOR. CONSULTANT is permitted to disclose the information \nobtained under the terms of this AGREEMENT to third parties only on a \nneed-to-know basis related to the performance of work under this AGREEMENT, \nprovided that VERSICOR has approved the disclosure in advance, and only if \nsuch persons are bound to protect the confidentiality of such information to \nthe same extent as the CONSULTANT pursuant to this AGREEMENT.\n\n         This obligation is specifically qualified and limited by the \nunderstanding that CONSULTANT will not have any obligation or liability of \nany kind with respect to any PROPRIETARY INFORMATION which:\n\n         (a)   is generally known to the public at the time of disclosure or \n               becomes generally known through no wrongful act on the part of \n               the CONSULTANT;\n\n         (b)   becomes known to the CONSULTANT through disclosure by sources \n               other than VERSICOR having the legal right to disclose such \n               PROPRIETARY INFORMATION;\n\n         (c)   has been independently developed by the CONSULTANT without \n               reference to or use of the PROPRIETARY INFORMATION; or\n\n\n\n                                      3\n\n\n\n\n\n         (d)   is required to be disclosed by the CONSULTANT to comply with \n               applicable laws or governmental regulations, PROVIDED THAT the \n               CONSULTANT provides prior written notice of such disclosure to \n               VERSICOR and takes reasonable and lawful actions to avoid \n               and\/or minimize the extent of such disclosure.\n\n8.       INTELLECTUAL PROPERTY\n\n         CONSULTANT agrees that all inventions, data, works, discoveries, \ndesigns, technology and improvements, (whether or not protectable by a patent \nor a copyright) (\"INVENTIONS\") related to the business of the VERSICOR, which \nare conceived of, made, reduced to practice, created, written, designed or \ndeveloped, authored or made by CONSULTANT, alone or in combination with \nothers, in the course of the performance of services under this AGREEMENT, \nshall be the sole and exclusive property of VERSICOR. The inventions are to \nbe promptly reported to VERSICOR but otherwise maintained in confidence by \nCONSULTANT. All works authored by the CONSULTANT under this Agreement shall \nbe deemed \"works made for hire\" to the extent permitted by the copyright law.\n\n         CONSULTANT hereby assigns to VERSICOR all INVENTIONS and any and all \nrelated patents, copyrights, trademarks, trade names, and other industrial and \nintellectual property rights and applications therefor, in the United States \nand elsewhere, and appoints any officer of VERSICOR as his duly authorized \nagent to execute, file, prosecute and protect the same before any government \nagency, court or authority.\n\n         CONSULTANT agrees to cooperate fully with VERSICOR and its nominees \nto obtain patents or register copyrights in any and all countries for these \nINVENTIONS, and to execute all papers for use in applying for and obtaining \nsuch protection thereon as VERSICOR may desire, together with assignments \nthereof to confirm VERSICOR's ownership thereof, all at VERSICOR's expense.\n\n         No rights are hereby given to VERSICOR in any inventions conceived \nand evidenced in an invention record or disclosure, or under any patents or \npatent applications that CONSULTANT may own prior to the effective date of \nthis AGREEMENT or may subsequently acquire which do not arise out of the work \nperformed by CONSULTANT during the term of this AGREEMENT.\n\n9.       TERMINATION\n\n         VERSICOR or CONSULTANT may terminate this AGREEMENT upon fourteen \n(14) days written notice to other party. Such termination will be without \nprejudice to any right or remedy either VERSICOR or CONSULTANT might have as \na result of this AGREEMENT or due to a failure of the other to perform its \nobligations under this AGREEMENT.\n\n\n\n                                      4\n\n\n\n\n     If this AGREEMENT is terminated by VERSICOR, CONSULTANT shall be entitled \nto full payment for all expenses already incurred and for performance of \nconsulting services prior to the date of termination, for which VERSICOR is \nobligated to pay as described in Section 3 of this AGREEMENT, subject to the \nlimitations on reimbursement of expenses paid or incurred prior to the \neffective date of termination. Such payments shall constitute full settlement\nof any and all claims of CONSULTANT of every description against VERSICOR. \nNotwithstanding the foregoing, VERSICOR may terminate this AGREEMENT, effective \nimmediately upon receipt of written notice, if CONSULTANT breaches or threatens \nto breach any provision of this AGREEMENT.\n\n10.  NOTICES\n\n     Notices, and other communications required to be given hereunder shall be \neffective when sent by either party by registered or certified mail to the \nother party at the address set forth below or to such other address as one party\nmay from time-to-time designate by written notice to the other.\n\n     ------------------------              ------------------------\n     Versicor Inc.                         David V. Milligan, Ph.D.\n     111 Locke Drive                       801 Interlaken Lane\n     Marlborough, MA 01752                 Libertyville, IL 60048\n     Phone: (508) 481-6700                 Phone: (847) 367-0895\n     Fax: (508) 460-9765                   Fax: (847) 367-1342\n\n     Invoices are to be sent directly to:\n\n     ACCOUNTS PAYABLE\n     Versicor Inc.\n     111 Locke Drive\n     Marlborough, MA 01752\n\nInvoices must be submitted with full letterhead information. They must be \nsigned, and clearly marked as an \"INVOICE.\" If appropriate, invoices should also\nreference either a protocol or purchase order number.\n\n11.  IMPOSSIBILITY OF PERFORMANCE\n\n     Neither of the parties hereto shall be liable in damages for any delay or \ndefault which is caused by conditions beyond its control, including but not \nlimited to Acts of God, governmental restrictions, continuing domestic or \ninternational problems such as war or insurrections, strikes, fires, floods, \nwork stoppages, embargoes, and\/or lack of materials; provided however that any \nparty hereto shall have the right to terminate this AGREEMENT if the other party\nis unable to fulfill its obligations hereunder due to any of the above-mentioned\ncauses.\n\n\n                                       5\n\n\n12.  SEPARABILITY AND WAIVER\n\n     If any of the terms, provisions, or conditions of this AGREEMENT or the \napplication thereof to any circumstances shall be ruled invalid or \nunenforceable, the validity or enforceability of the remainder of this AGREEMENT\nshall not be affected thereby, and each of the other terms, provisions, and \nconditions of this AGREEMENT shall be valid and enforceable to the fullest \nextent permitted by law.\n\n     A waiver or consent regarding any term, provision, or condition of this \nAGREEMENT given by VERSICOR on any one occasion shall be effective only in that\ninstance and shall not be construed as a bar or waiver of any right on any \nother occasion.\n\n13.  AMENDMENT\n\n     This AGREEMENT may be amended or modified only by a written instrument \nexecuted by both VERSICOR and CONSULTANT.\n\n14.  SUCCESSORS AND ASSIGNS\n\n     This AGREEMENT shall be binding upon, and inure to the benefit of, both \nparties and their respective successors and assigns, including any \ncorporation with which, or into which, VERSICOR may be merged or which may \nsucceed to its assets or business, provided, however, that the obligations of \nCONSULTANT are personal and shall not be assigned by CONSULTANT.\n\n15.  ENTIRE AGREEMENT\n\n     This AGREEMENT constitutes the entire agreement between the parties and \nsupersedes all prior agreements and understandings, whether written or oral, \nrelating to the subject matter of this AGREEMENT.\n\nIN WITNESS WHEREOF, the parties hereto have caused this six (6) page \nAGREEMENT to be executed in duplicate.\n\nVERSICOR INC.                          CONSULTANT\n\nBy: \/s\/ Timothy J. Barberich           By: \/s\/ David V. Milligan\n    ------------------------               ---------------------\nName:                                  Name: David V. Milligan\n     -----------------------                 -------------------\nTitle: Director                        Title: --\n      ----------------------                 -------------------\nDate: 1-16-97                          Date: 2-11-97\n      ----------------------                  -------------------\n\n\n                                       6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9247],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9539,9541],"class_list":["post-38701","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-versicor-inc","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38701","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38701"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38701"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38701"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38701"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}