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Exhibit 10.75
CONSULTING AGREEMENT
January 8, 1998
Sequana Therapeutics, Inc., a California corporation (the "Company") and
Kevin J. Kinsella ("Consultant") hereby agree as follows:
1. Scope and Term of Services. The Consultant shall perform for the
Company the services (the "Services") specified in Exhibit A attached hereto and
incorporated herein for the term specified therein.
2. Payment for Services. The Company agrees to pay Consultant for the
Services in accordance with the fee schedule contained in Exhibit A hereto. The
fees set forth in Exhibit A do not include any sales, use, excise, value added
or similar taxes. The Consultant hereby indemnifies the Company against any
obligation imposed on the Company to pay any such taxes on the payments.
3. Confidentiality.
(a) Consultant shall keep confidential, and shall not (i)
disclose any Confidential Information directly or indirectly to any person or
entity other than an employee, affiliate of or consultant to the Company, who is
acting in that capacity and who is required to keep the Confidential Information
confidential, or (ii) use any Confidential Information other than for the
benefit of the Company. These obligations do not apply to Confidential
Information which (i) has been published or is generally available to the public
(except where publication or availability results from acts or omissions by the
party receiving the Confidential Information), (ii) at the time of disclosure
was already known to Consultant, without an obligation of confidentiality, (iii)
after disclosure, is received by Consultant from an independent source entitled
to disclose such Confidential Information, (iv) later comes into the public
domain, (v) is obtained through sources who are reasonably expected not to be
bound by an obligation of confidentiality to the other party with respect to
such Confidential Information or (vi) is required to be disclosed to a court or
government agency.
(b) The Consultant further agrees promptly upon written request
to return to the Company all written and other material, including copies
thereof, submitted to the Consultant, and its employees or agents, by the
Company.
(c) "Confidential Information" means all information concerning
the business and affairs of the Company and its affiliates, including data,
know-how, formulae, compositions, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past, current, and planned
research and development, current and planned manufacturing or distribution
methods and processes, corporate partner lists, current and anticipated
corporate partner requirements, milestone payment and other payment information,
market studies, business plans, computer software and programs, database
technology, systems, structures, and architectures (and related formulae,
compositions, processes, improvements, devices, know-how,
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inventions, discoveries, concepts, ideas, designs, methods and information),
budgets and plans, non-public information about personnel, however documented,
and notes, analyses, compilations, studies, summaries, and other material
prepared by or for the Company containing or based, in whole or in part, on any
information included in the foregoing.
4. Conflicts of Interest. Each party represents that performance of this
Agreement does not and will not conflict with any obligation binding on such
party.
5. Independent Contractor Relationship. The parties are independent
contractors and neither party is the agent of the other for any purpose. Neither
party has authority to assume any obligation or to make any representation on
behalf of the other.
6. Termination. This Agreement shall terminate on February 1, 1999, and
otherwise may not be terminated by either party without the express written
agreement of the other party.
7. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of
California.
(b) Any notice under this Agreement shall be in writing and shall
he deemed delivered 5 days after being mailed to the other party at the address
set forth at the end of this Agreement or at such other address given pursuant
to this provision. Notices shall also be considered delivered upon transmission
by facsimile or by electronic mail if a confirming letter is mailed the same
day.
(c) This Agreement and the attached Exhibit constitute the entire
agreement between the parties regarding the subject matter of this Agreement.
This Agreement may be modified only by a subsequent written instrument signed by
Consultant and the Company.
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This Consulting Agreement may be signed in any number of counterparts,
each of which shall be considered an original and all of which together shall be
considered a single instrument.
COMPANY: CONSULTANT:
SEQUANA THERAPEUTICS, INC.
/s/ Kevin J. Kinsella
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By: /s/ John P. Walker KEVIN J. KINSELLA
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1735 Castellana Road
Title: Chairman La Jolla, CA 92037
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EXHIBIT A
1. Scope of Services.
Consultant shall provide the Company with consulting services with
respect to the Consultant's expertise in serving as the chief executive officer
the Company in connection with Consultant's termination of service as an
employee with the Company. Consultant shall provide to the Company a reasonable
amount of consulting services via telephone, and consulting services in person
in an amount to be agreed between the parties.
2. Term of Services.
Consultant shall perform the Services for the Company until February 1,
1999.
3. Payment.
a. As consideration for performing services under this Agreement, the
Company will pay to Consultant the amount of $10,000 each month for six months,
with the first payment to be made on April 1, 1998 and the last payment to be
made on September 1, 1998, and the amount of $3000 on February 1, 1999.