HENRY E. BOSE
ATTORNEY AT LAW
152 NORTH THIRD STREET, SUITE 5O3
SAN JOSE, CA 95112
TELEPHONE: (408) 999-7400
FAX: (408) 999-7402
October 1, 1996
Meris Laboratories, Inc.
2890 Zanker Road
San Jose, CA 95134
Attn: William E. Neeley, MD
Re: Legal Services
Gentlemen:
This letter is written to confirm that you have retained me to provide
legal services to you and to set out certain of the agreements we have reached
with respect to such representation. Additional terms of our engagement are set
forth in the consulting agreement executed concurrently herewith. This letter is
intended to fulfill the requirements of Section 6148 of the California Business
and Professions Code which requires that a contract for legal services be in
writing in any case where it is reasonably foreseeable that the total expense to
a client, including attorneys fees, will exceed one thousand dollars. Our
agreements are as follows:
1. Legal Services to be Provided. I will provide you such legal services of
a business law nature as you shall request or require from time to time with
respect to the conduct of your clinical laboratory business. Legal services that
are not to be provided by me include consultation beyond that set forth in the
previous sentence and any litigation. If you wish me to provide any legal
services not to be provided under this agreement, the provisions of this
agreement shall apply to such additional services I shall provide, unless you
request a separate agreement with respect thereto. Subject to the Termination
provision of paragraph 3, I agree to serve as the Company's General Counsel.
2. Responsibilities. I will perform the legal services provided for under
this agreement and the consulting agreement and respond promptly to your
inquiries and communications. You will be truthful and cooperative with me and
timely make any payments required by this agreement.
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3. Termination. You have the right to discharge me at any time, and I may
withdraw from representation of you at any time. My withdrawal may be based on
your failure to meet your obligation of timely payment under this agreement. The
work product produced in the course of my representation will remain my
property, however, you will be entitled to reasonable access to it.
4. Fees for Services. I charge for my services based primarily on the
number of hours devoted to the matters undertaken in your behalf multiplied by
my hourly rate which in this case I have reduced to $150 per hour. The minimum
time billed is 0.1 hour. My hourly rate is subject to adjustment from time to
time; such adjustments will be reflected on your monthly bill. Any estimates I
provide of anticipated fees, whether for budgeting purposes or otherwise, are
necessarily only estimates, due to uncertainties involved, and are not a maximum
quotation or any other limit. Actual fees will be determined as described above.
I will notify you when I become aware fees in any given month will exceed
$15,000.
5. Out of Pocket Costs and Disbursements. In the course of my
representation, I will incur expenses such as filing fees, long distance
telephone charges, facsimile charges, copying charges, overnight delivery and
other communication costs, computer research fees, postage and non-attorney
staff and retained overtime (when required by you or the timing of the matters
being worked upon). I will reflect such charges on your regular monthly
statement. Such charges shall be your responsibility in addition to my charges
for legal fees. When my representation involves the incurring of any
expenditures of an amount in excess of $100 or of an extraordinary nature such
as travel and related expense, I will generally require that you provide those
sums to me in advance.
6. Monthly Statements. My practice is to send periodic statements for
services and disbursements. Such statements will be provided on a semi-monthly
or monthly basis. My hourly rate is based on the premise that statements are due
and payable upon receipt. If your payment is not received within 30 days of
receipt, I will charge you interest at the rate of 1.5% per month from the due
date until paid. If you have any question regarding a statement, please feel
free to ask the question as soon as possible. If you object to only a portion of
a statement, I ask that you pay the remainder, which will not constitute a
waiver of any question or objection you may have.
7. Nature of Relationship. The attorney-client relationship is one of
mutual trust and confidence. If at any time you have any questions about the
provisions of this agreement or my representation, please feel free to contact
me.
8. Effective Date of Agreement. This effective date of this agreement will
be the date a copy hereof is executed by you and returned to me.
If you agree with the foregoing, please sign the duplicate copy of this letter
in the space provided and return it to me.
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Very truly yours,
/s/ Henry E. Bose
....................
Henry E. Bose
ACCEPTED AND AGREED TO
THIS 1st DAY OF October, 1996
MERIS LABORATORIES, INC
By:/s/ William E. Neeley, M.D.
.............................
William E. Neeley, MD, President
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