Exhibit 10.2
UNITY BIOTECHNOLOGY, INC.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of April 27, 2023 (the “Effective Date”) by and between UNITY BIOTECHNOLOGY, INC. (“UNITY”), and JAMIE DANANBERG (“Consultant”). UNITY desires to retain Consultant as an independent contractor to perform consulting services for UNITY, and Consultant is willing to perform such services, on the terms described below.
2.1 Expenses. UNITY agrees to reimburse Consultant for all reasonable travel and other business expenses that are necessarily incurred by Consultant in their performance of the Services, to the extent applicable and in accordance with UNITY’s travel and expense policy (a copy of the most recent version will be provided to Consultant upon request), and previously approved in writing by the primary UNITY contact. Consultant will not charge an internal premium for, or mark-up, such expenses. Consultant will detail all such expenses in their invoice, and include reasonable documentation of such expenses with such invoice.
UBX20190201
Page 1 of NUMPAGES \* Arabic \* MERGEFORMAT 3
UBX20190201
Page 2 of NUMPAGES \* Arabic \* MERGEFORMAT 3
UBX20190201
Page 3 of NUMPAGES \* Arabic \* MERGEFORMAT 3
UBX20190201
Page 4 of NUMPAGES \* Arabic \* MERGEFORMAT 3
UBX20190201
Page 5 of NUMPAGES \* Arabic \* MERGEFORMAT 3
UBX20190201
Page 6 of NUMPAGES \* Arabic \* MERGEFORMAT 3
[signature page follows]
UBX20190201
Page 7 of NUMPAGES \* Arabic \* MERGEFORMAT 3
IN WITNESS WHEREOF, the parties have, by duly authorized persons, caused this Agreement to be effective as of the Effective Date.
UNITY BIOTECHNOLOGY, INC. |
|
| ||
|
|
|
|
|
By: | /s/ Anirvan Ghosh | By: | /s/ Jamie Dananberg | |
Name: | Anirvan Ghosh | Name: | Jamie Dananberg | |
Title: | CEO |
| ||
|
|
|
|
|
Address for Notice: |
|
|
| |
ATTN: GENERAL COUNSEL |
|
|
| |
285 EAST GRAND AVENUE |
|
|
| |
SOUTH SAN FRANCISCO, CA 94080 |
|
|
UBX20190201
Page 8 of NUMPAGES \* Arabic \* MERGEFORMAT 3
EXHIBIT A
Consultant shall provide advice and assistance with UNITY’s clinical development programs to include UBX1325 and related matters as requested from time to time by the CEO or his delegates between the Effective Date and December 31, 2023.
On behalf of UNITY | On behalf of Consultant |
Anirvan Ghosh CEO | Jamie Dananberg
|
Compensation. Notwithstanding any other provision to the contrary, including any provision in the Company’s 2018 Equity Incentive Award Plan, Consultant shall be entitled to continued vesting of his equity awards through the earlier of the date Consultant ceases to provide services hereunder or December 31, 2023. For avoidance of doubt, the parties agree that all of Consultant’s equity awards received from the Company at any time shall cease vesting as of the earlier of the date Consultant ceases to provide services hereunder or December 31, 2023. It is expected that Consultant’s time commitment will approximate 8 hours per month. The rate for Consultant’s performance of the Services beyond this 8-hour allotment per month shall be $500 USD per hour, except that time spent on Services exceeding a total 18 hours per month for any given month shall be approved by the CEO. No compensation is payable for time spent traveling in performance of the Services without the prior written consent of the primary UNITY contact. No payments will be made for services rendered by Consultant other than the Services unless such services are approved in writing by UNITY. UNITY shall have no obligation to pay any invoice submitted more than ninety (90) days from when such invoices should have been issued according to Exhibit A. The parties agree that the payment for Services: (i) represents the fair market value for the Services, (ii) has not been determined in any manner that takes into account the value of any referrals or business between Consultant and UNITY, and (iii) is not offered or provided, in whole or in part, with the intent of, directly or indirectly, implicitly or explicitly, influencing or encouraging Consultant to refer or recommend favorable advancement of any product or compound in development by UNITY or as a reward for past behavior.
UBX20190201
Page 9 of NUMPAGES \* Arabic \* MERGEFORMAT 3
[signature page follows]
UBX20190201
Page 10 of NUMPAGES \* Arabic \* MERGEFORMAT 3
UNITY BIOTECHNOLOGY, INC. |
|
| ||
|
|
|
|
|
By: | /s/ Anirvan Ghosh | By: | /s/ Jamie Dananberg | |
Name: | Anirvan Ghosh | Name: | Jamie Dananberg | |
Title: | CEO |
| ||
|
|
|
|
|
Address for Notice: |
|
|
| |
ATTN: GENERAL COUNSEL |
|
|
| |
285 EAST GRAND AVENUE |
|
|
| |
SOUTH SAN FRANCISCO, CA 94080 |
|
|
UBX20190201
Page 11 of NUMPAGES \* Arabic \* MERGEFORMAT 3