|
Exhibit 10.30
CONSULTING AGREEMENT
This AGREEMENT ("Agreement"), dated as of June 1, 2007, is made
by and
between Duska Therapeutics, Inc. a Nevada corporation with its
principal place
of business at Two Bala Plaza, Suite 300, Bala Cynwyd,
Pennsylvania 19004 (the
"Company"), and James S. Kuo, M.D., M.B.A. of 1050 Scarlati
Place, La Jolla,
California 92037 ("Consultant").
WHEREAS, the Company is seeking to raise capital through
private
placement of units (the "Units") with each unit consisting of
one shares of
common stock of the Company (the "Common Stock") and one warrant
to purchase
one share of common stock of the Company; and
WHEREAS, the Company desires to engage Consultant as its
representative
in meetings with accredited investors (as such term is defined
under Rule
501(a) of Regulation D issued by the Securities and Exchange
Commission under
the Securities Act of 1933) and who may be interested in
purchasing Units from
the Company (each a "Potential Investor", and collectively,
"Potential
Investors"); and
WHEREAS, Consultant desires to be engaged by the Company on the
terms
provided herein;
NOW, THEREFORE, the Company and Consultant agree as follows:
1. DUTIES. Consultant agrees to discuss the Company with
Potential
Investors and, in connection therewith to describe the business
of the Company,
it prospects and its value proposition. Consultant shall have no
authority to
execute any documents on behalf of the Company, to bind the
Company in any way
on any matter or to hold himself out to any Potential Investor
or any other
person as being a representative of the Company. The Consultant
will not be
responsible for any outcome or damage to the Company as a result
of the
Company's present or future contact with any Potential Investor.
Consultant
will devote as much of his time to his duties hereunder as
Consultant deems
necessary to perform such services.
2. TERM. This Agreement shall commence upon the date hereof and
shall
continue for a term that ends on the sooner of July 31, 2007 or
the closing of
the private placement (the "Closing"), unless extended by mutual
consent of the
parties. Either party may terminate this Agreement upon written
notice
delivered to the other party at least ten (10) business days
prior to effective
date of such termination.
1. COMPENSATION. Promptly after the execution of this
Agreement,
Consultant will be awarded 10,000 options to purchase 10,000
shares
of Common Stock at an exercise price of $0.50 per share (the
"Options"). If the Closing occurs after June 30, 2007 and
before
July 31, 2007, Consultant shall receive an additional number
of
Options determined by multiplying 10,000 by the quotient of
the
number of days up to and including the Closing and 31. For
the
sake of clarity the formula is:
1
<PAGE>
Number of Options granted
during July if the Closing = 10,000 x (Number of days up to
and
including closing/31)
occurs in July
If the Closing does not occur before July 31, 2007, Consultant
will be awarded
an additional 10,000 Options on July 31, 2007.
2. REIMBURSEMENT. The Company will reimburse Consultant with
all
accountable travel, entertainment, and any out-of-pocket
expenses
of Consultant incurred pursuant to this Agreement.
5. TAXES. Consultant is responsible for paying any federal,
state or
local taxes on the consulting services provided under this
Agreement.
6. INDEPENDENT CONTRACTOR. At all times during the term of
this
Agreement, Consultant is and shall be an independent contractor,
with the sole
right to supervise, manage, operate, control, and direct the
performance
incident to the services. Nothing contained in this Agreement
shall be deemed
or construed to create a partnership or joint venture, to create
the
relationship of employee/employer or principal/agent, or
otherwise create any
liability whatsoever as partner, joint venturer, employer,
employee, principal,
or agent for either the Company or Consultant with respect to
the indebtedness,
liabilities, or obligations of each other or of any other person
or entity.
7. CONFIDENTIALITY. As a condition to this Agreement and the
payment
of any fees under Section 3 hereof, Consultant has executed and
delivered to
the Company a Confidentiality Agreement in the form attached
hereto as Exhibit
A (the "CDA"). The CDA shall survive the term of this Agreement
or any earlier
termination hereof. In the absence of a separately signed CDA,
the Consultant
agrees that the terms and provisions of the CDA are incorporated
into this
Agreement and that Consultant's signature herein also
constitutes the
Consultant's acceptance of the terms of the CDA.
8. INDEMNIFICATION. The Company agrees to indemnify the
Consultant
against any and all losses, claims, damages or liabilities
("Damages") of any
kind to which Consultant becomes subject directly or indirectly
related to or
arising in connection with the performance by Consultant of
services hereunder,
unless such Damages arose out of Consultant's negligence or
willful misconduct
of Consultant in connection with the performance of his duties
under this
Agreement.
9. MISCELLANEOUS.
(a) This Agreement may not be assigned by the Company without
the
written consent of the Consultant, except that the Company shall
assign this
Agreement to any entity to which it conveys substantially all of
its assets or
into which it is merged or consolidated. The Consultant may not
assign this
Agreement.
2
<PAGE>
(b) This Agreement shall be construed and enforced in
accordance
with, and the rights of the parties shall be governed by, the
laws of the State
of Pennsylvania, without giving effect to the conflict of law
provisions
thereof.
(c) This Agreement shall be binding upon and inure solely to
the
benefit of the parties hereto, and no other person shall have or
be construed
to have any legal or equitable right, remedy or claim under or
in respect of or
by virtue of this Agreement or any provisions herein contained,
except as
otherwise stated herein.
(d) Notices hereunder shall be deemed made if given by
registered
or certified mail with postage prepaid and addressed to the
party to receive
such notice at the address given above or as may hereafter be
designated by
notice.
(e) This Agreement (including any Exhibits hereto and the
documents delivered pursuant hereto) constitutes the entire
agreement of the
parties hereto with respect to the subject matter hereof and
supersedes all
prior agreements and undertakings, both written and oral, among
the parties
hereto with respect
| 
