Exhibit 10.12
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of May 16, 2023 (the “Effective Date”) by and between Mark Smith, with an address of [***] (“Consultant”), and Finch Therapeutics, Inc., a Delaware corporation with an address at 200 Inner Belt Road, Suite 400, Somerville, MA 02143 (“Finch”). Finch desires to obtain from Consultant various services, and Consultant desires to provide the services to Finch, all as provided in this Agreement. Each of Consultant and Finch may be referred to herein individually as a “Party,” or collectively as the “Parties”.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first above written.
FINCH THERAPEUTICS, INC. MARK SMITH
By: /s/ Matthew Blischak /s/ Mark Smith
Name: Matthew Blischak
Title: Chief Executive Officer
Business Terms Exhibit
To the Consulting Agreement between Finch Therapeutics, Inc.
And Mark Smith, dated May 16, 2023
A. Description of Consulting Services
Consultant will perform the following Services under this Agreement:
Consultant shall perform the Services on a schedule and at the location or locations identified above or as otherwise mutually agreed between Consultant and Finch’s Chief Executive Officer, hr addition, Consultant will be available for a reasonable number of telephone and/or written communications.
For the avoidance of doubt, “Services” shall not include (1) testimony and preparation for testimony at trial in or any other aspect of the legal proceeding identified as Ferring Therapeutics, Inc, Rebiotix Inc. (“Plaintiffs”) v. Finch Therapeutics Group, Inc., Finch Therapeutics, Inc., and Finch Therapeutics Holdings, LLC, C.A. No. 21-1694-RGA pending in the United States District Court for the District of Delaware (the “Pending Patent Litigation”); or (2) testimony by deposition, at trial, or otherwise or any related preparation therefor in any future or other legal proceeding including without limitation any such proceeding involving claims related to patent infringement for any patent owned or licensed by Finch or an affiliate thereof. Consultant agrees that he will receive no Compensation for any such activity.
B. Compensation
Fees: Finch will pay Consultant based on Consultant’s hours and ordinary and customary rate as identified below:
Task | Total Hours | Rate ($/hr) |
Consulting | Up to 80 hours / month | $325 |
Total hourly fees under this Agreement will not exceed $150,000 USD during the Term without Finch’s express written consent. Further, Finch will not reimburse Consultant for remediating obvious and avoidable deficiencies in any Services provided by Consultant.
Milestone Payments: In addition to hourly fees paid to Consultant, and in accordance with ordinary and customary bonuses provided by Finch, in the event that any of the following success based Milestones are achieved during the Term, Finch will pay to Consultant a one-time Milestone award for each milestone to the extent provided below.
1. Milestone #1: Prior to March 31, 2024, achievement by the Company of (i) all three milestones ((a)- (c)) referenced in Section 2.a in the First Amendment to the Exclusive License Agreement between Finch Therapeutics Holdings, LLC and the Regents of the University of Minnesota, dated April 12, 2023 (the “UMN Agreement”), AND (ii) satisfaction of the development obligation referenced in the second full paragraph of Section 2.a of the UMN Agreement, together (i and ii) shall result in a one-time milestone award of $100,000 USD. For the avoidance of doubt, satisfaction of
Milestone #1 expressly excludes and shall not be based on any settlement, resolution, or outcome of the Pending Patent Litigation or any license agreement with one or both of Plaintiffs or any other party with which Finch is engaged in litigation.
2. Milestone #2: Prior to March 31, 2024, execution by the Company of a definitive agreement or agreements for transactions monetizing Non-Core Assets that in aggregate provide upfront consideration totaling greater than $250,000 USD shall result in a one-time milestone award of $50,000 USD. Non-Core Assets are defined as assets other than CP101, FIN-524, FIN-525 or FIN-211 and consistent with the exclusion to Milestone #1 excludes (i) any license arrangement or settlement between the Company and one or more of Plaintiffs or any other party with which Finch is engaged in litigation and (ii) the sale of equipment or consumables.
For the avoidance of doubt, Consultant will be entitled to either or both Milestones above only if Consultant had significant involvement in and contributed substantially to its achievement.
Upon achievement of a Milestone, Consultant will provide written notification to Finch’s Chief Executive Officer (CEO) with evidence that the Milestone has been completed and a corresponding invoice for the milestone award amount. The Compensation Committee shall determine whether such Milestone has been met and whether the applicable milestone award has been earned hereunder within thirty (30) days following the date of Consultant’s invoice. All such determinations shall be made and documented by the Compensation Committee in its reasonable discretion, citing evidence, and will be final and binding on Consultant.
Expenses: Finch shall reimburse Consultant for any travel or other direct expenses related to the Services rendered hereunder, provided Finch has given prior authorization for such expenses in writing or via electronic mail. Requests for reimbursement will be in a form reasonably acceptable to Finch, will include supporting documentation, and will accompany Consultant’s invoices.
C. Invoicing
Upon completion of each calendar month, Consultant will submit an invoice for the hours worked, the type of Services performed, the total amount to be billed to the client (Finch), and any travel or other direct expenses with reasonable supporting information, within fifteen (15) days after the month end by sending an invoice and related supporting documentation to the attention of “Accounts Payable” at payables@finchtherapeutics.com.
D. Term
The Term of this Agreement will begin on May 16, 2023 and end upon either party’s termination pursuant to Section 7 of this Agreement.