Exhibit 10.1
CONSULTING
AGREEMENT
THIS CONSULTING
AGREEMENT, dated January 15, 2007 (the “
Agreement ”) is by and between ROBERT PETER
GALE, M.D., PH.D (the “ Consultant ”),
and ZIOPHARM ONCOLOGY, INC., a Delaware corporation (the “
Company ”).
WITNESSETH
:
WHEREAS , the current employment agreement, dated as of
January 15, 2004, by and between the Consultant and the Company
(the “ Employment Agreement ”) will
expire in accordance with its terms on January 14, 2007 and will
not be extended;
WHEREAS , the Company will not exercise its option under
Section 6(g) of the Employment Agreement to retain the Consultant
as a consultant as set forth in the Employment
Agreement;
WHEREAS , the Company wishes to retain the Consultant to
render services for the Company on the terms and conditions set
forth in this Agreement, and the Consultant wishes to be retained
by the Company on such terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises herein
contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
Section
1. Title;
Nature of Consulting.
The Consultant shall hold the title Chief
Scientific Advisor. The Consultant shall perform services for the
Company as outlined by the terms of this Agreement herein (“
Consulting Services ”). In addition, the
Consultant shall continue to serve as a member of the
Company’s Medical Advisory Board.
Section 2. Compensation.
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a)
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In exchange
therefor, the Company shall pay the Consultant for Consulting
Services actually requested by and provided to the Company $100,000
per year, payable in equal monthly installments in
arrears.
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b)
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If the
Consultant elects to continue medical coverage under the
Company’s medical plan pursuant to the provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1986 (“
COBRA ”), the Company hereby agrees to pay
the cost of such continuation coverage during the term of this
Agreement.
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c)
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In addition to
the payment for Consulting Services set forth above, the Company
shall compensate the Consultant for his services as a member of the
Company’s Medical Advisory Board in the same amount and in
the same manner as it compensates the other members of the Medical
Advisory Board.
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d)
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In the event
that the Consultant travels for or on behalf of the Company, the
Company hereby agrees to reimburse the Consultant as provided under
Section 4 below.
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Section 3. Consulting Services.
The Consultant shall be available for up to 10
hours per month, as requested by the Company, to provide advice
regarding development and clinical testing of the Company’s
pharmaceutical products and such other matters pertaining to the
Company’s business as may be requested by Dr. Jonathon J.
Lewis or Dr. Brian Schwartz. The Consultant shall use his best
efforts to advance the best interests of the Company.
Section 4. Travel.
The Consultant has no obligation to travel for
or on behalf of the Company. In the event the Consultant consents
to travel on behalf of the Company in any particular instance, the
Company will reimburse the Consultant’s reasonable travel
costs, provided that documentation is supplied in accordance with
the Company’s regular travel expense reimbursement policies
in effect from time to time; and the Company will pay the
Consultant $1,000 per day for his services while traveling,
provided that on each such day the Consultant devotes at least 2
hours to the Company’s business. The payments and time
commitments in this Section 4 will be in addition to the payments
and time commitments referred to in Section 2 and Section 3
hereof.
Section 5. Representations and
Acknowledgements.
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a)
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Consultant
represents that he has the requisite expertise, ability and legal
right to render the Consulting Services, and will perform the
Consulting Services in an efficient manner and in accordance with
the terms of this Agreement. The Consultant will abide by all laws,
rules, and regulations that apply to the performance of the
Consulting Services.
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b)
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Consultant
acknowledges and ag
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