Exhibit 10.19
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, dated as of this January 12, 2024 (this “Agreement”), is by and between Jason A. Amello (“Consultant”) and Candel Therapeutics, Inc., with principal executive offices at 117 Kendrick Street, Suite 450, Needham, MA 02494 (the “Company”).
W I T N E S S E T H:
WHEREAS the Company is a clinical stage biomedical and pharmaceutical
company;
WHEREAS Consultant will resign from his position as Chief Financial Officer of the Company;
WHEREAS Consultant provides expertise in the field of accounting, financing, business development and investor relations;
WHEREAS the Company desires that it be able to call upon the knowledge and experience of consultant for consultation services and advice; and
WHEREAS Consultant is willing to render such services to the Company on the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
Section 1. Resignation. Consultant hereby resigns as the Chief Financial Officer of the Company, effective January 12, 2024 (the “Termination Date”).
Section 2. Services. Consultant agrees to provide consulting services to Company as an advisor to the Chief Executive Officer and the interim Chief Financial Officer on various matters as they may arise, including, but not limited to, accounting, financing opportunities and strategy, business development, intellectual property, investor relations and corporate communications (the “Services”). Consultant hereby agrees that the Services shall be provided as directed by the Chief Executive Officer or the interim Chief Financial Officer and at such times and at such places as shall reasonably be requested, and in accordance with the highest prevailing industry standards and practices for the performance of similar services.
Section 3. Term of Agreement. The retention of the Consultant by the Company as provided in Section 2 above shall be for a period of up to twelve (12) months from January 12, 2024, unless sooner terminated in accordance herewith (the “Term”). This Agreement may be extended by mutual written agreement of the Company and the Consultant. The Company or the Consultant may terminate
this Agreement for any reason upon thirty (30) days prior written notice. Sections 1, 6, 7, 8, 9 and 10 shall survive the expiration or termination of this Agreement.
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Section 4. Compensation. As full compensation for the performance by consultant of his duties under this Agreement, the Company shall allow Consultant’s existing stock options to continue to vest through March 31, 2024. Any then-vested stock options as of March 31, 2024, or as of any earlier date if this Agreement is terminated prior to March 31, 2024, shall then remain exercisable for the Term of the Agreement (the “Fee”).
Section 5. Expenses. The Company shall reimburse the consultant for all reasonable and necessary expenses incurred by consultant in connection with the Services provided hereunder; provided, however, that such expenses in excess of $250 are pre-approved in writing by the Company.
Section 6. Confidential Information and Inventions.
or copyrightable works (“Inventions”) initiated, conceived or made by him, either alone or in conjunction with others, in connection with or as a result of performance of Services by Consultant during the Term shall be the sole property of the Company to the maximum extent permitted by
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applicable law and, to the extent permitted by law, shall be “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101). The Company shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith. Consultant hereby assigns to the Company all right, title and interest he may have or acquire in all such Inventions. Consultant further agrees to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end Consultant will execute all documents necessary:
Section 7. Insider Trading. Consultant recognizes that in the course of his duties hereunder, Consultant may receive from the Company or others information that may be considered "material, nonpublic information" that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. Consultant agrees NOT to: (a) purchase or sell, directly or indirectly, any securities of any company while in possession of relevant material, nonpublic information relating to such company received from the Company or others in connection herewith; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate any material, nonpublic information to any other person in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company (including the Company) with respect to which such information relates, or (ii) otherwise directly or
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indirectly benefit from such information. Without limiting any of the confidentiality and insider trading obligations included in this Agreement, Consultant shall not discuss any information concerning Company obtained by Consultant in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company.
Section 8. Representations, Warranties and Covenants of Consultant. The Consultant hereby represents, warrants and covenants to the Company as follows:
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Section 9. Consultant not an Employee. Company and Consultant hereby acknowledge and agree that Consultant shall perform the services hereunder as an independent contractor and not as an employee or agent of Company or any Company affiliate. Consultant will be solely responsible for all taxes, withholding and other similar statutory obligations. Consultant shall not represent that he is an employee of Company or any Company affiliate under any circumstance. In addition, nothing in this Agreement shall be construed as establishing any joint venture, partnership or other business relationship between the parties hereto or representing any commitment by either party to enter into any other agreement by implication or otherwise except as specifically stated herein. Consultant shall not have any authority, express or implied, to bind Company or any Company affiliate to any agreement, contract, or other commitment. Consultant further understands and agrees that this Agreement is entered into by Company on a non-exclusive basis and that Company and its affiliates remain free to deal with others and retain other consultants, employees, brokers, finders and other agents in the same or similar capacity as Consultant has been retained at any time at their own option.
Section 10. Miscellaneous.
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[Remainder of Page Intentionally Left Blank – Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above by proper person thereunto duly authorized.
CANDEL THERAPEUTICS, INC.
By: /s/ Paul Peter Tak
Name: Paul Peter Tak, M.D., Ph.D., FMedSci
Title: President and Chief Executive Officer
CONSULTANT
By: /s/ Jason A. Amello
Name: Jason A. Amello
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