EXHIBIT 10.5
CONSULTING AGREEMENT
This Agreement is made as of the 1st day of April, 2002 by and between
Boston Life Sciences, Inc., a Delaware corporation having its principal place of
business at 137 Newbury Street, 8/th/ Floor, Boston, Massachusetts 02116 (the
"Company"), and Alexandros Partners LLC, a Delaware limited liability company
having its principal place of business at 85 First Avenue, Waltham,
Massachusetts 02451 (the "Consultant").
The principals of the Consultant have substantial experience in financial
management and investor relations; and
The Company desires to retain the services of the Consultant to advise the
Company with respect to financial management and investor relations services.
The parties, intending to be legally bound, do hereby agree as follows:
1. Consulting Services
The Company hereby agrees to engage the Consultant, and the Consultant
hereby accepts such engagement, to provide financial management and investor
relation services to the Company and to perform such other tasks as may be
agreed on by the Consultant and the Company. The consulting services to be
provided by the Consultant will be performed exclusively by the principals of
the Consultant.
2. Term
The consulting engagement shall commence on the date first set forth above
(the "Commencement Date"), and shall continue until October 1, 2002.
3. Position and Duties; Location
The principals of the Consultant shall perform the consulting duties at
such location or locations as the Consultant shall choose, except that the
Company shall have the right from time to time, upon reasonable notice, to
require one or more of the principals of the Consultant to attend meetings at
locations designated by the Company.
4. Performance
The Consultant shall perform the consulting services in a competent and
skillful manner. The Consultant shall comply with all reasonable rules,
procedures and standards adopted from time to time by the Company. Nothing in
this Agreement shall prevent the Consultant from undertaking other consulting
engagements during the term of this Agreement so long as such services do not
conflict with the timely and competent performance of the Consultant's duties
under this Agreement.
5. Consulting Fee
In full consideration of the services to be provided by the Consultant, the
Company will pay to the Consultant, no later than ten (10) days after execution
of this Agreement, the sum of $50,000. In addition, the Company will issue to
the Consultant a stock purchase warrant granting to the Consultant the right to
purchase 25,000 shares of the Company's common stock (the "Warrant"). The
Warrant shall
be substantially in the form attached as Exhibit A to this Agreement and will be
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exercisable at any time for five (5) years from the date of this agreement.
6. Reimbursement of Expenses
The Company shall reimburse the Consultant for all normal and reasonable
business expenses incurred by the Consultant in the performance of its duties,
provided that such expenses are approved in advance by the Company.
7. Confidential Information
7.1 The Consultant acknowledges that its relationship with the Company is
one of high trust and confidence by reason of its access to the trade secrets
and confidential and proprietary information of the Company. The Consultant
shall not, and shall take all reasonable commercial steps to ensure that its
principals and employees will not, at any time, either during its engagement by
the Company or thereafter, disclose to others, or use for its own benefit or for
the benefit of others, any confidential, proprietary or secret information
owned, possessed or used by the Company (collectively, "Confidential
Information"). By way of illustration, but not limitation, Confidential
Information includes trade secrets, technical information, product designs,
inventions, data, marketing plans, forecasts, unpublished financial information,
budgets, licenses, prices, costs, and employee, customer and supplier lists and
information.
7.2 The undertakings and obligations of the Consultant under this Section
7 shall not apply, however, to any Confidential Information which (i) is or
becomes generally known to the public through no unauthorized action on the part
of the Consultant or its principals or employees, (ii) is generally disclosed to
third parties by the Company without restriction on such third parties, or (iii)
is approved for release by the Company.
7.3 The Consultant acknowledges that the disclosure of any Confidential
Information may give rise to irreparable injury to the Company and that money
damages would be an inadequate remedy for any such breach. Accordingly, the
Company may seek and obtain injunctive relief against the breach or threatened
breach of this Agreement, in addition to any other legal or equitable remedies
which may be available. The Consultant acknowledges that the covenants and
agreements set forth in this Agreement are necessary for the protection of the
legitimate business interests of the Company and are reasonable in scope and
content.
7.4 Upon the termination of this Agreement, the Consultant shall return to
the Company all Confidential Information in its possession or under its control.
8. Independent Contractor
The Consultant will furnish its services as an independent contractor and
not as an agent or legal representative of the Company. Neither the Consultant,
nor any principal or employee of the Consultant, has any power or authority to
act for, represent or to bind the Company in any manner.
9. Miscellaneous
9.1 Modifications and Waivers
No change, modification or waiver of any provision of this Agreement shall
be valid or binding unless it is in writing and signed by the parties intended
to be bound. No waiver of any breach, term or condition shall constitute a
subsequent waiver of the same or any other breach, term or condition.
9.2 Notices
All notices, requests, consents, approvals, agreements or other
communications required or permitted to be given under this Agreement shall be
in writing and shall be delivered by hand or sent by facsimile transmission or
email with subsequent written confirmation, or by registered or certified mail
(postage prepaid, return receipt requested), or by recognized overnight courier,
addressed to the respective addresses of the parties first set forth above or to
such other address as either party shall designate for itself by notice to the
other party given as provided above. Any such notice or other communication
shall be deemed to have been given or made upon delivery, if delivered
personally or by facsimile or email transmission during business hours, three
business days after mailing, if mailed, or one business day after delivery to an
overnight courier, if delivered by overnight courier service.
9.3 Governing Law; Consent to Jurisdiction
This Agreement shall be governed by and construed exclusively in accordance
with the laws of the Commonwealth of Massachusetts without regard to choice of
law principles. Each of the parties to this Agreement irrevocably submits to the
jurisdiction of any federal or state court sitting in Boston, Massachusetts over
any action or proceeding arising out of or relating to this Agreement and each
party irrevocably agrees that all claims in respect to such action or proceeding
may be heard or determined in such state or federal court. The parties agree
that a final judgment in any action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
9.4 Assignment
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors, heirs, legatees and permitted
assigns. This Agreement is not assignable except with the prior written consent
of the other party.
9.5 Entire Agreement
This Agreement shall constitute the entire agreement between the parties
with respect to the subject matter hereof superseding all prior agreements.
9.6 Severability
The parties have carefully considered the covenants and agreements
contained in this Agreement and hereby stipulate that such covenants and
agreements are fair and reasonable in light of all the facts and circumstances
of the relationship between the parties; however, in the event a court or
tribunal shall decline to enforce any of the covenants set forth in this
Agreement, such covenants shall be deemed modified to the extent that the court
shall find enforceable. If any provision of this Agreement is found to be
invalid by any court or tribunal, the invalidity of such provision shall not
affect the validity of the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date set forth at the beginning of this Agreement.
BOSTON LIFE SCIENCES, INC. ALEXANDROS PARTNERS LLC
By: /s/ David Hillson By: /s/ John N. Hatsopoulos
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Name: David Hillson Name: John N. Hatsopoulos
Title: President and CEO Title: Managing Director