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Exhibit 10.15
CONSULTING AGREEMENT
July 31, 1998
James G, Shook, Ph.D.
2237 Hopkins Avenue
Redwood City, CA 94062
Dear Jim,
1 Salix Pharmaceuticals, Inc., a California corporation (the "Company")
wishes to obtain your services as a consultant on projects agreed by you
and the Company in writing. The initial project on which you are to work
is described on Exhibit A attached hereto. This letter shall constitute
an agreement between you and the Company and contains all the terms and
conditions relating to the services you are to provide.
2. Either you or the Company may terminate this Agreement at any time by at
least thirty (30) days prior written notice. Upon notice of termination
by the Company, you will only perform those services specifically
requested by the Company during such thirty day period. This Agreement
will terminate automatically on the date six (6) months from the date
hereof.
3. As consideration for your services and other obligations you will be
paid as set forth on Exhibit A attached hereto for work on the initial
project. Fees for future projects will be set forth in the agreements
concerning such projects.
4. As additional consideration for your services hereunder, the Company
will provide you with such support facilities and space as may be
required in the Company's judgment to enable you to properly perform
your services hereunder.
5. You shall be reimbursed for reasonable travel and other out-of-pocket
expenses incurred by you in connection with your services under this
Agreement, provided that you provide receipts and obtain prior approval
of the Executive Vice President of the Company for any significant
expenses.
6. Your relationship with the Company shall be that of an independent
contractor and not that of an employee. You will not be eligible for any
employee benefits, nor will the Company make deductions from payments
made to you for taxes, which shall be your responsibility. You shall
have no authority to enter into contracts, which bind the Company or
create obligations on the part of the Company without the express prior
authorization of the Company.
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7. All services to be performed by you will be as agreed between you and
the Executive Vice President of the Company. You shall be required to
report to the Executive Vice President of the Company concerning your
services performed under this Agreement. The nature and frequency of
these reports will be left to the discretion of the Executive Vice
President.
8. You shall keep in confidence and shall not disclose or make available to
third parties or make any use of any information or documents relating
to your services under this Agreement or to the products, methods of
manufacture, trade secrets, processes, business affairs or confidential
or proprietary information of the Company (other than information in the
public domain through no fault of your own, except with the prior
written consent of the Company or to the extent necessary in performing
tasks assigned to you by the Company. Upon termination of this Agreement
you will return to the Company all documents, and other materials
related to the services provided hereunder or furnished to you by the
Company. Your obligations under this Paragraph 8 shall survive
termination of this Agreement.
9. You shall promptly disclose and hereby transfer and assign to the
Company all right, title and interest to all techniques, methods,
processes, formulae, improvements, inventions and discoveries made or
conceived or reduced to practice by you, solely or jointly with others,
in the course of providing services hereunder or with the use of
materials or facilities of the Company during the period of this
Agreement or which relate to the Company's business or its actual or
demonstrably anticipated research or development (except as otherwise
provided below). When requested by the Company you will make available
to the Company all notes, drawings, data and other information relating
to the above. You will promptly sign any documents (including U.S. and
foreign patent assignments) requested by the Company related to the
above assignment of rights and inventions and will cooperate with the
prosecution of any U.S. or foreign patent applications related to such
rights and inventions. Your obligations under this Paragraph 9 shall
survive termination of this Agreement. This Agreement does not apply to
inventions covered by Section 2870 of the California Labor Code, a copy
of which is attached hereto as Exhibit C, or to inventions which were
made prior to the date of this Agreement and which are listed on Exhibit
B attached hereto (if any).
10. Any amendment to this Agreement must in writing signed by you and the
Company.
11. All notices, requests and other communications called for by this
Agreement shall be deemed to have been given if made in writing and
mailed, postage prepaid, if to you at the address set forth above and if
to the Company at 3600 W. Bayshore Drive, Suite 205, Palo Alto,
California 94303, or to such other addresses as either party shall
specify to the other.
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12. The validity, performance and construction of this Agreement shall be
governed by the laws of the State of California.
13. This Agreement supersedes any prior consulting or other agreements
between you and the Company.
IF THIS AGREEMENT IS SATISFACTORY, YOU SHOULD EXECUTE AND RETURN THE ORIGINAL
AND RETAIN THE SECOND COPY FOR YOUR FILE.
Dated as of: July 27, 1998
Very truly yours,
SALIX PHARMACEUTICALS, INC.
By: /s/ David Boyle
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David Boyle
Title: Executive Vice President
AGREED AND ACCEPTED:
/s/ JAMES G. SHOOK
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James G. Shook, Ph.D.
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EXHIBIT A
DESCRIPTION OF INITIAL CONSULTING PROJECT AND COMPENSATION
Salix Pharmaceuticals, Inc. (the "Company") wishes to enlist the
consulting services of James G. Shook. Ph.D. Initial work will consist of the
following description:
1) Provide strategic, operational and regulatory advice on the Colazide
project. Attend project review meetings at Salix, participate in FDA
conference calls and visits to the FDA as requested.
2) Review written documents and answer questions from the Colazide project
team. Respond to requests by phone, FAX and email.
3) Respond to questions, provide advice, review documents and development
plans for rifaximin as requested. If needed, attend project team
meetings at Salix.
Compensation for consulting services rendered under this Agreement will be:
$175.00/hour (Retainer of 8 hours per week)
$175.00/hour (Additional hours beyond 8 hours/week)
Payment will be made upon receipt of invoice for consulting services.
Invoices for travel and other expenses will be submitted with original
receipts.
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EXHIBIT B
INVENTIONS MADE PRIOR TO THIS AGREEMENT AND EXCLUDED FROM PARAGRAPH 9 (IF NONE,
SO STATE):
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EXHIBIT C
Section 2870 of the California Labor Code is as follows:
(a) Any provision in an employment agreement which provides that an employee
shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that
the employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities or trade secret information
except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the
invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer.
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require
an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against
the public policy of this state and is unenforceable.