EXHIBIT 10.3
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made as of December 16,
2002 by and between ImmuneRegen BioSciences, Inc., a Delaware corporation having
its business address at 8665 E. Via De Ventura Boulevard, Suite E155,
Scottsdale, Arizona 85268 (hereinafter the "Company") and Mark Witten, Ph.d, an
individual having his principal place at 7032 East Rosewood Street, Tucson,
Arizona 85710 (hereinafter "Consultant").
In consideration of the mutual promises contained herein and on the
terms and conditions hereinafter set forth, the Company and Consultant agree as
follows:
1. PROVISION OF SERVICES.
(a) Consultant agrees, to the extent reasonably requested by the
President of the Company and reasonably required in the conduct of the business
of the Company, as determined by the Consultant, to place at the disposal of the
Company its judgment and experience and to provide consulting services to the
Company including the following:
Research is in the area of acute lung injury as characterized by
models of Acute Respiratory Distress Syndrome and lung injury caused
by exposure to environmental toxicants such as cigarette smoke, air
pollutants and occupational airborne toxins.
All such services shall at all times be at the request of the Company.
(b) Consultant agrees to use its best efforts at all times in the
furnishing of advice and recommendations, and for this purpose Consultant shall
at all times maintain or keep available for the Company an adequate organization
of personnel or a network of outside professionals for the performance of its
obligations under this Agreement as needed.
2. COMPENSATION. In consideration for services to be rendered under
this Agreement, the Company and Consultant hereby agree that hereby agree that
the Company shall (a) pay Consultant a non-refundable fee equal to $5,000 per
month, which will accrue until the Company raises at least $2,000,000 in equity
or debt financing in one or a series of transactions, at which time it which
time such accrued amount will be due and payable.
The Company agrees to reimburse Consultant for its expenses incurred by
the Consultant in connection with its services hereunder. All expenses shall be
approved in advance by the Company in writing.
3. EXPENSES PAYMENT SCHEDULE. Consultant will invoice the Company for
its actual expenses for each month within fifteen (15) days of the end of the
month. Payment of invoices will be due upon receipt.
4. LIABILITY OF CONSULTANT. In furnishing the Company with advice and
other services as herein provided, neither Consultant nor any officer, director
or agent thereof shall be liable to the
Company or its creditors for errors of judgment or for anything except willful
malfeasance, bad faith or gross negligence in the performance of its duties or
reckless disregard or its obligations and duties under the terms of this
Agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to is reasonably believed to be accurate and reliable and
that, except as herein provided, Consultant shall not be accountable for any
loss suffered by the Company by reason of the Company's action or non-action on
the basis of any advice, recommendation or approval of Consultant, its partners,
employees or agents.
5. STATUS OF CONSULTANT. Consultant shall be deemed to be an
independent contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act for or represent the Company.
6. OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that
Consultant now renders and may continue to render management and other services
to other companies which may or may not have policies and conduct activities
similar to those of the Company. Consultant shall be free to render such advice
and other services and the Company hereby consents thereto. Consultant shall not
be required to devotes its full time and attention to the performance of its
duties under this Agreement, but shall devote only so much of its time and
attention as it deems reasonable or necessary for such purposes.
7. CONTROL. Nothing contained herein shall be deemed to require the
Company to take any action contrary to its Certificate of Incorporation or
By-Laws, or any applicable statute or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct or the affairs
of the Company.
8. TERM. Consultant's retention hereunder shall be on a continuing
month-to-month basis, commencing upon the execution of this Agreement.
9. MISCELLANEOUS. This Agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understandings of every and any nature between them. This
Agreement shall be construed and interpreted according to the laws of the State
of Arizona.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers or representatives duly authorized the day and year
first above written.
IMMUNEREGEN BIOSCIENCES, INC.
By: /S/ MICHAEL K. WILHELM
--------------------------
Michael K. Wilhelm,
President
ACKNOWLEDGED AND ACCEPTED: MARK WITTEN, PH.D
Dated: December 16, 2002 By: /S/ MARK WITTEN
--------------------------
Mark Witten, Ph.d
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