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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
Company̵
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