Exhibit 10.1
CONSULTING
AGREEMENT
This CONSULTING AGREEMENT (this
“Agreement”) is made as of this 9th day of April, 2007
by and between John A. Skolas, 12 Lenape Drive, New Hope, PA 18938
(“Consultant”), and Genaera Corporation
(“GENAERA”), located at 5110 Campus Drive, Plymouth
Meeting, PA 19462.
WHEREAS, Consultant is desirous of
providing consulting services to GENAERA and GENAERA is desirous of
retaining Consultant to perform such services;
NOW THEREFORE, in consideration of
the mutual promises hereinafter set forth, and intending to be
legally bound hereby, GENAERA and Consultant agree as
follows:
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1.
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Subject to the
terms and conditions set forth in this Agreement, GENAERA hereby
engages Consultant as an independent contractor to perform services
in the area of legal and transactional matters. This Agreement
shall not obligate GENAERA to use Consultant’s services and
it shall not obligate Consultant to provide services for GENAERA.
This Agreement shall govern services requested in writing by
GENAERA which Consultant is willing and able to perform.
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2.
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The initial
term of this Agreement shall commence on May 1, 2007 and end
on December 31, 2007. The parties may agree to extend the term
for successive periods thereafter.
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3.
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GENAERA shall
compensate Consultant for the services rendered by Consultant under
this Agreement as set forth in this Paragraph 3.
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a.
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GENAERA shall
pay Consultant $250.00 per hour payable within 30 days of
GENAERA’s receipt of Consultant’s invoice, reflecting
hours and services performed.
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b.
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GENAERA shall
reimburse Consultant for (i) out-of-pocket expenses reasonably
incurred by Consultant in performing his obligations hereunder,
including postage, overnight courier and duplicating expenses, and
(ii) out-of-pocket travel, hotel and meal expenses reasonably
incurred by Consultant, provided that the expense was requested or
approved in advance by GENAERA.
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4.
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This Agreement
will be effective for the term stated above unless earlier
terminated by GENAERA upon thirty (30) days written notice to
Consultant. Any such termination shall not affect the rights or
obligations of either party accruing prior thereto.
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5.
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Consultant will
return to GENAERA any property of GENAERA that has come into his
possession, upon the request of GENAERA, and, in any event, upon
termination of this Agreement.
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6.
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Consultant shall not disclose any
information relating to the business or technology of
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GENAERA to any third party, or
use any such information for any purpose, except to perform the
services as indicated in this Agreement. Additionally, Consultant
shall not use any material, compounds, chemicals, biologicals, or
derivatives thereof which may be provided by GENAERA
(“Materials”), except as necessary to perform the
services an indicated in this Agreement. Nothing contained herein
shall be deemed to be a license to Consult
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