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Consulting Services Agreement

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Governing Law: New York     Date: 2/13/2007
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.1




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 ”).




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.




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.




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.




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.




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.


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.




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.




Consultant acknowledges and agrees that the Consultant is an independent contractor and will perform the Consulting Services as such and not as an employee of the Company. Accordingly, nothing in this Agreement shall be construed as establishing a relationship of employer and employee, or principal and agent, between the Company and the Consultant.




Each party herein acknowledges that the Consultant is not an employee for state or federal tax purposes or any other purpose, and the Consultant shall be solely responsible for the payment of all applica

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