Exhibit 10.2
CONSULTING
AGREEMENT
CONSULTING AGREEMENT (this
“Agreement”), dated as of April 6, 2007 by and
between THE MEDICINES COMPANY, a Delaware corporation with its
principal place of business located at 8 Campus Drive, Parsippany,
New Jersey 07054 (the “Company”) and HIROAKI SHIGETA,
having an address of 300 N. Swall Drive #252, Beverly Hills,
California 90211 (the “Consultant”).
WHEREAS, the Company desires to
obtain the services and advice of the Consultant and the Consultant
desires to render such services and advice to the
Company.
NOW, THEREFORE, in consideration of
the premises and the covenants and agreements contained herein, and
for other good and valuable consideration, the parties agree as
follows:
1.
SERVICES
The Consultant agrees to perform
such consulting and advisory services as may be requested by the
Company and as the Company and the Consultant shall agree from time
to time, including, without limitation, assisting with a business
development strategy in the Japanese market for the Company’s
product(s) as well as researching and advising on pharmaceutical
product acquisitions and seeking potential business partners for
product acquisitions. The Consultant shall coordinate such services
with either Clive Meanwell or Glenn Sblendorio by providing a
monthly outline of services in advance of planned
efforts.
2.
TERM
The term of this Agreement shall
commence on the date first written above and shall continue until
December 31, 2007, but shall include services rendered since
January 1, 2007. Thereafter, this Agreement shall be subject
to renewal for successive periods upon the further written
agreement of the parties. Either party may terminate this
Agreement upon thirty (30) days written notice to the other
party. In the event of termination, the Consultant shall be
entitled to payment for services performed prior to the effective
date of termination. Such payments shall constitute full
settlement of any and all claims of the Consultant of every
description against the Company.
3.
COMPENSATION
During the term of this Agreement,
the Company shall pay the Consultant consulting fees in the amount
of $437.50 per hour, up to a maximum of $3,500.00 per day.
The Company and Consultant agree that the Consultant shall perform
the first 56 hours of Services under the Agreement without
charge. In addition to fees for Services, the Company will
reimburse reasonable, pre-approved out of pocket expenses
necessarily incurred by the Consultant in connection with the
performance of his services hereunder. The Consultant will
invoice the Company using the form attached hereto as Exhibit A,
for consulting fees and expenses on a monthly basis, and the
Company agrees to pay such invoices within thirty (30) days after
receipt thereof. Consulting fees for any partial period shall
be prorated.
4.
Inventions and Proprietary
Information
4.1
Inventions
(a)
The Consultant will make full and
prompt disclosure to the Company of all inventions, improvements,
discoveries, methods, developments, software and works of
authorship relating to the Company’s business, whether
patentable or not, which are created, made, conceived or reduced to
practice by it or under its direction or jointly with others during
the term of this Agreement (all of which are collectively referred
to in this Agreement as “Developments”).
(b)
The Company shall own and have title
to any Developments made during the term of this Agreement.
The Consultant agrees to assign and does hereby assign to the
Company (or any person or entity designated by the Company) all of
the Consultant’s right, title and interest, if any, in
and to all Developments and all related patents, patent
applications, copyrights and copyright applications.
(c)
The Consultant agrees to cooperate
fully with the Company, both during and after the term of this
Agreement, with respect to the procurement, maintenance and
enforcement of copyrights, patents and other intellectual property
rights (both in the United States and foreign countries) relating
to Developments. The Consultant shall, at the Company’s
expense, sign all papers, including, witho
