Exhibit 10.4
SERES THERAPEUTICS, INC. ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT (this “Agreement”) is made and effective as of March 15, 2024 (the “Effective Date”) by and between David Arkowitz, an individual (“Advisor”), whose address is set forth on the signature page below and SERES THERAPEUTICS, Inc., a Delaware corporation (along with its affiliated companies, the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, the Parties have previously entered into that certain Separation Agreement and Release dated as of March 15, 2024 (the “Separation Agreement”), which sets forth certain terms and conditions of Advisor’s separation from employment with the Company effective March 15, 2024 (the “Separation Date”); and
WHEREAS, the Company seeks to retain Advisor’s services on and following the Effective Date on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the Company and Advisor hereby agree as follows:
(a) Time Commitment. In general, Advisor is expected to provide up to 10 hours of Services per month throughout the term of this Agreement.
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As used herein, “Confidential Information” means all knowledge and information which Advisor has acquired or may acquire as a result of, or related to his or her relationship with theCompany, including but not limited to, Works (as defined below) information concerning the Company’s business, finances, operations, strategic planning, research and development activities, products, molecules, organisms, laboratory materials, prototypes, cell lines, inventions, research developments, improvements, processes, trade secrets, services, cost and pricing policies, formulae, diagrams, schematics, notes, data, memoranda, methods, know-how, techniques, inventions, and marketing strategies. Confidential Information will also include information received by the Company from third parties under an obligation of confidentiality. Notwithstanding the foregoing sentence, such Confidential Information does not include (i) information which is or becomes publicly available (except as may be disclosed by Advisor in violation of this Agreement), (ii) information acquired by Advisor from a third-party source other than the Company or any of its employees, advisors or shareholders, which source legally acquired such information under no obligation of confidentiality, or (iii) information of a general nature and specifically information regarding the microbiome therapeutics field known to Advisor prior to advising the Company or acquired by Advisor during the term hereof by reason of his or her other business activities. This Agreement shall not prohibit Advisor from disclosing Confidential Information to the extent required for Advisor to comply with a court or governmental order, provided that Advisor provides prior written notice of such required disclosure to the Company and cooperates in reasonable and lawful actions by the Company to avoid and/or minimize the extent of such disclosure.
Advisor will make and maintain adequate and current written records of all Works, which records will be available to and remain the property of the Company at all times. The Works will be and remain the sole and exclusive property of the Company or its nominees whether or not patented or copyrighted and without regard to any termination of this Agreement. The Works are being created at the instance of the Company and will be deemed to be “works made for hire” under the United States copyright laws. Advisor hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Company, without further compensation, all right, title and interest in and to all Works. Advisor will assist the Company in any reasonable manner to obtain for its own benefit patents, copyrights and other proprietary rights in any and all countries with respect to the Works, and Advisor will execute and deliver, when requested, patent and other applications and assignments thereof. In the event Advisor’s signature on any assignment of the Works or patent or other application or assignment thereof with respect to the Works cannot be obtained within five (5) days after the Company’s request therefor, Advisor hereby designates the Company as his agent for, and grants to the Company a power of attorney, which power of attorney shall be deemed coupled with an interest, solely for the purpose of effecting the execution of such documents. Advisor will further assist the Company at the Company’s expense, and including compensation at Advisor’s then current hourly consulting rate, in every proper way to enforce any patents, copyrights and other legal protections obtained, including testifying in any suit or proceeding.
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Company may obtain the return of the Company data or other materials furnished to Advisor upon written notice to Advisor requesting such return, and in any event Advisor will promptly return such data or materials upon termination of this Agreement.
of this Agreement or arising out of, related to, or in any way connected with, this Agreement or Advisor’s relationship with the Company. This Agreement may not be modified or amended except in
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writing signed or executed by Advisor and the Company. In the event any provision of this Agreement is held to be unenforceable or invalid because it is overbroad or too far reaching, such provision will be deemed to be revised so that it applies to the maximum extent permitted by law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first set forth above.
ADVISOR SERES THERAPEUTICS, INC.
/s/ David Arkowitz______________________ /s/ Tom DesRosier _____________________
David Arkowitz Name: Tom DesRosier
Date: March 15, 2024 Title: EVP, CLO
Date: March 15, 2024
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