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Aradigm Corporation
International Scientific Advisory
Agreement
This Agreement is made by Aradigm
Corporation ("Aradigm") and Babatunde Otulana, M.D., an
individual ( " Consultant " ), effective the
1st of January, 2009 , (the " Effective Date
" ) for the purpose of setting forth the exclusive terms and
conditions by which Aradigm will acquire Consultant’s
services.
In consideration of the mutual obligations
specified in this Agreement, and any compensation paid to
Consultant for his or her services, the parties agree to the
following
1. Engagement of Services.
Consultant, pursuant to the terms of this
Agreement, is retained by Aradigm to provide the services as
described in Exhibit A.
2. Payment for Services.
(a) In consideration for services
specified in Exhibit A, Aradigm will grant to Consultant,
subject to approval of Aradigm’s Board of Directors, a
non-statutory stock option covering twenty thousand (20,000) shares
of Aradigm’s common stock for up to eight (8) days of
service. Such options shall be granted at the next Board of
Directors meeting and shall vest quarterly over a two (2) year
period from the Effective Date. In addition, Aradigm will pay the
Consultant a fee of ten thousand dollars ($10,000). First
installment ($5,000) will be made upon execution of the agreement,
with the balance due on the first anniversary (January 1,
2010). Aradigm will pay the Consultant a fee based on a rate per
day of one thousand two hundred dollars ($1,200) for each day
beyond the eight (8) days of service.
(b) Aradigm will also reimburse
Consultant for reasonable travel and other incidental expenses
incurred by Consultant in performing the services under this
Agreement; provided, however, that Aradigm shall not be obligated
hereunder unless (i) Aradigm has agreed in advance to
reimburse costs other than travel and accommodation costs
associated with ISAB meetings, and (ii) Consultant provides
Aradigm with appropriate receipts or other relevant documentation
for all such costs as part of any submission for reimbursement.
3. Nondisclosure and Trade Secrets.
3.1 Company Information . During the term of
this Agreement and in the course of Consultant’s performance
hereunder, Consultant may receive or otherwise be exposed to
confidential and/or proprietary information relating to
Aradigm’s technology know-how, trade secrets, data,
inventions, developments, plans business practices, and strategies.
Such confidential and/or proprietary information of Aradigm
(collectively referred to as "Information") may include but not be
limited to: (i) confidential and/or proprietary information
supplied to Consultant with the legend "Aradigm Confidential" or
equivalent; (ii) Aradigm’s marketing and customer
support strategies, financial information (including sales, costs,
profits and pricing methods), internal organization, employee
information, and customer lists; (iii) Aradigm’s
technology, including, but not limited to, discoveries, inventions,
research and development efforts, data, software, trade secrets,
processes, samples, AERx® drug delivery technology, AERx
Strip® dosage forms and other related technology, formulas,
methods, product and know-how and show-how; (iv) all
derivatives, improvements, additions, modifications, and
enhancements to any of the above, including any such information or
material created or developed by Consultant under this Agreement;
or (v) information of third parties as to which Aradigm has an
obligation of confidentiality.
Consultant acknowledges the confidential and secret
character of the Information and agrees that the Information is the
sole, exclusive and extremely valuable property of Aradigm.
Accordingly, Consultant agrees not to reproduce any of the
Information without the applicable prior written consent of
Aradigm, not to use the Information except in the performance of
this Agreement, and not to disclose all or any part of the
Information in any form to any third party, either during or after
the term of this Agreement. Consultant agrees to protect all
Information of Aradigm with the same degree of care that it
protects its own Information (which, in any event, shall be not
less than a reasonable degree of care under the circumstances).
Upon notice of termination of this Agreement for any reason,
including expiration of term, or upon Aradigm’s request,
Consultant agrees to cease using and to immediately return to
Aradigm all whole and partial copies and derivatives of the
Information, whether in Consultant’s possession or under
Consultant’s direct or indirect control.
3.2 Other Employer Information . Consultant
agrees that he will not, during his engagement with Aradigm,
improperly use or disclose any proprietary information or trade
secrets of his former or concurrent clients, employers or
companies, and that he will not bring onto the premises of Aradigm
any unpublished documents or any property belonging to his former
or concurrent clients, employers or companies unless consented to
in writing by said employers or companies. .
3.3 Third Party Information . Consultant
recognizes that Aradigm has received and in the future will receive
from third parties their confidential or proprietary information
subject to a duty on Aradigm’s part to maintain the
confidentiality of such information and, in some cases, to use it
only for certain limited purposes. Consultant agrees that he owes
Aradigm and such third parties, both during the term of his
engagement and thereafter, a duty to hold all such confidential or
proprietary information in the strictest confidence and not to
disclose it to any person, firm or corporation (except in a manner
that is consistent with Aradigm’s agreement with the third
party) or use it for the benefit of anyone other than Aradigm or
such third party (consistent with Aradigm’s agreement with
the third party).
4. Ownership of Work Product.
4.1 Disclosure of Work Product. As used in
this Agreement, the term "Work Product" means any invention,
whether or not patentable, and all related know-how, designs, mask
works, trademarks, formulae, processes, manufacturing techniques,
trade secrets, ideas, artwork, software or other copyrightable or
patentable works. Consultant agrees to disclose promptly in writing
to Aradigm, or any person designated by Aradigm, all Work Product
which is solely or jointly conceived, made, reduced to practice, or
learned by Consultant in the course of any work performed for
Aradigm ("Aradigm Work Product"). Consultant represents that any
Work Product relating to Aradigm’s business or any project
which Consultant has made, conceived or reduced to practice at the
time of signing this Agreement ("Prior Work Product") has been
disclosed in writing to Aradigm and attached to this Agreement as
Exhibit B. If disclosure of any such Prior Work Product would
cause Consultant to violate any prior confidentiality agreement,
Consultant understands that it is not to list such Prior Work
Product in Exhibit B but it will disclose a cursory name for
each such invention, a listing of the party(ies) to whom it
belongs, and the fact that full disclosure as to such Prior Work
Product has not been made for that reason. A space is provided in
Exhibit B for such purpose.
4.2 Ownership of Work Product. Consultant
shall specifically describe and identify in Exhibit B all
technology which (a) Consultant intends to use in performing
under this Agreement, (b) is either owned solely by Consultant
or licensed to Consultant with a right to sublicense and
(c) is in existence in the form of a writing or working
prototype prior to the Effective Date ("Background Technology").
Consultant agrees that any and all Inventions conceived, written,
created or first reduced to practice in the performance of work
under this Agreement shall be the sole and exclusive property of
Aradigm.
4.3 Assignment of Aradigm Work Product.
Except for Consultant’s rights in the Background Technology,
Consultant irrevocably assigns to Aradigm or its designee, all
right, title and interest worldwide in and to the Aradigm Work
Product and all applicable intellectual property rights related to
the Aradigm Work Product, including without limitation, copyrights,
trademarks, trade secrets, patents, moral rights, contract and
licensing rights, whether or not patentable or registerable under
copyright or similar laws, (the "Proprietary Rights"). Except as
set forth below, Consultant retains no rights to use the Aradigm
Work Product and agrees not to challenge the validity of
Aradigm’s ownership in the Aradigm Work Product. Consultant
hereby grants to Aradigm a non-exclusive, royalty-free, irrevoc
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