Exhibit 10.5
CONSULTING AGREEMENT
This consulting agreement ("Agreement") is made by and between Viracta Therapeutics, Inc., having a place of business at 2533 South Coast Hwy 101, Suite 210, Cardiff, CA 92007 USA, together with its affiliates ("Company") and Daniel Chevallard, an individual with a place of business at [***] ("Consultant"), effective as of March 20, 2024 (one minute before the effective time of Consultant’s resignation from his former position as Chief Financial Officer and Chief Operating Officer of the Company) for the purpose of setting forth the exclusive terms and conditions by which Company will acquire Consultant’s services on a temporary basis.
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6.2 To the fullest extent permitted by Company’s bylaws and applicable law, Company shall indemnify, defend and hold harmless Consultant from and against losses and expenses (including reasonable attorneys’ fees, judgments, settlements and all other costs, direct or indirect) actually and reasonably incurred by reason of, or based upon, any threatened, pending or completed action, suit, proceeding, investigation or other dispute relating or pertaining to any alleged act or failure to act within the course and scope of the services, provided that Consultant was not in breach of this Agreement, acted in good faith and in a manner the Consultant reasonably believed to be in the best interests of Company and, if any criminal proceedings are involved, had no reasonable cause to believe Consultant’s conduct was unlawful. Company’s obligations under the foregoing sentence are conditioned upon the Consultant: (a) providing the Company with prompt notice of any such claims; (b) allowing Company to control the defense and settlement of such claims; (c) providing Company with the information and assistance necessary for such defense and settlement of the claims; and (d) not entering into any settlement with respect to such claims without the express consent of Company. Company’s obligation to advance expenses or provide indemnity hereunder shall be deemed satisfied to the extent of any payments made by an insurer on behalf of Company.
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In Witness Whereof, the parties hereto have executed this Agreement as of the date first set forth above.
Viracta Therapeutics, Inc.: Daniel Chevallard
By: /s/ Mark Rothera By: /s/ Daniel Chevallard
Mark Rothera, President and Chief Executive Officer An Individual
March 20, 2024 March 20, 2024
Date Date
Exhibit A to Daniel Chevallard
Consulting Agreement
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Consultant: Daniel Chevallard
Address:
Email:
Phone:
Provide high-level support at the Company’s request related to the transition of Consultant’s former Chief Financial Officer and Chief Operating Officer responsibilities to selected Viracta employees. Consultant will provide assistance when and as requested up to a maximum of 8 hours per month.
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