Exhibit 10.1
CONSULTING AGREEMENT
AGREEMENT, dated as of
October 1, 1995, between EUGENE CORDES, Ph.D.
(“Consultant”) and VERTEX PHARMACEUTICALS INCORPORATED
(“Vertex”), a Massachusetts corporation.
WHEREAS, Vertex desires to retain
the services of Consultant as a member of Vertex’s
Scientific Advisory Board and in
a consulting capacity with respect to certain activities as
described in this Agreement, and Consultant is willing to so
act; and
WHEREAS, Consultant is an employee
and member of the staff of the University of Michigan (the
“Institution”);
NOW, THEREFORE, Consultant and
Vertex agree as follows:
1.
Description of
Services. Vertex hereby retains Consultant as a consultant
to Vertex and Consultant hereby agrees to use his or her best
efforts to perform services for Vertex as follows. Consultant shall
serve as a member of Vertex’s Scientific Advisory Board, and
shall perform an estimated five
(5) days of consultation per year with Vertex’s
scientists or management or as otherwise designated by
Vertex, in the form of formal meetings of the Scientific Advisory
Board and a reasonable amount of informal consultation over the
telephone or otherwise. Consultant may from time to time be
unavailable to attend Advisory Board meetings or perform other
consulting duties, due to other prior obligations including but not
limited to teaching and other academic and research duties and
attending scientific conferences, and such unavailability shall not
be considered a breach of this Agreement.
2.
Term and
Expiration. This Agreement shall become effective as of the
date first set forth above, and
shall remain in effect for one (1) year, and shall continue in
effect thereafter until terminated by either party upon not less
than thirty (30) days prior written notice. Notwithstanding
the foregoing, Vertex may terminate this Agreement forthwith by
notice in writing to the Consultant in the event of default by the
Consultant hereunder, or if Vertex determines that any employment
agreement or other arrangement referred to in Section 9 might
create a conflict of interest.
Any termination of this Agreement shall be without prejudice to any
obligation by either party which shall have accrued and then
be owing. The obligations of the Consultant under Section 6,
7, and 8 of this Agreement shall survive the expiration or any
termination of this Agreement.
3.
Compensation.
For all services provided hereunder,
Vertex will pay Consultant an annual fee of $20,000 plus $1,000 for
each full day of meetings or consultation sessions that
Consultant actually attends at
the request of Vertex hereunder. Payments will be made quarterly in
advance, in equal quarterly installments of $5,000 each, paid
within 30 days after the beginning of each calendar quarter and commencing with
the calendar quarter beginning on or after the effective
date, plus per diem payments due for consulting time
actually spent in the previous quarter as determined by Vertex. The initial payment
will include a payment pro rata to reflect the
period, if any, from the
effective date of this agreement to the beginning of the first full
calendar quarter in which this Agreement is effective. In addition,
upon the approval of Vertex’s Board of Directors,
Vertex shall grant to the
Consultant a non-qualified stock option for the purchase of 20,000
shares of Vertex’s Common Stock at an exercise price equal to
the fair market value per share of Vertex’s Common
Stock on the date of grant of such option. Such option shall have a
term of ten (10) years
and shall vest over a period of five (5) years from the date
hereof, so long as the Consultant continues to serve as a
member of the Scientific Advisory Board.
4.
Expenses. Vertex will reimburse Consultant
for any actual expenses incurred by Consultant while rendering services under
this Agreement so long as the expenses are reasonable
and necessary. Such expenses
shall include reasonable and necessary travel, lodging and meals in
connection with services
1
performed under
this Agreement. Requests for reimbursement shall be in
a form reasonably acceptable to
Vertex.
5.
Institutional
Agreements. Prior to entering into this Agreement with
Vertex, Consultant was employed, and continues to be employed, by
the Institution. Vertex recognizes that in connection with
Consultant’s employment by the Institution,
Consultant’s primary responsibility is to the Institution. In
connection with such employment, Consultant may have entered into agreements relating to
ownership of patent rights and other matters with the
Institution (“Institutional Agreements”). Vertex
hereby acknowledges the existence of the Institutional Agreements
and agrees to take no actions which would result in
Consultant’s violating the Institutional Agreements. If any provision
of this Agreement is in conflict with any provisions of the
Institutional Agreements, then the provisions of the Institutional
Agreements shall govern and the conflicting provisions of
this Agreement shall be void.
6.
Intellectual
Property. The
Consultant hereby agrees that any and all data, results,
information, inventions, improvements, ideas, trademarks, formulae,
processes, experimental protocols, techniques, know-how and
innovations, whether patentable or not, which the Consultant may
create, invent, discover, originate, make or conceive during the
course of or in connection with
his or her consultancy to Vertex hereunder, whether or not reduced
to writing or practice, either solely or jointly with others, which
result from (a) tasks assigned to Consultant by Vertex
or otherwise performed by Consultant pursuant to this Agreement,
(b) tasks funded by Vertex, or (c) use of materials or
premises o
