Exhibit 10.1
BIOPURE/BUTLER AGREEMENT
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CONSULTING AGREEMENT
This AGREEMENT (hereinafter referred
to as the “Agreement”), dated as of December 17,
2007, between BIOPURE CORPORATION (hereinafter referred to as the
“Company”) and David A. Butler (hereinafter referred to
as the “Consultant”);
W I T N E S S
E T H :
WHEREAS, the Company’s Acting
Chief Financial Officer has retired;
WHEREAS, the Company needs immediate
assistance in the conduct of CFO duties and responsibilities;
WHEREAS, the Consultant has
experience enabling him to render services in these matters on a
temporary basis;
NOW, THEREFORE, in consideration of
the mutual covenants herein set forth and of the promises contained
herein, the Company and the Consultant hereby agree as
follows:
1. Engagement as Independent
Contractor . The Company hereby engages the Consultant as an
independent contractor, and the Consultant hereby accepts said
engagement under the terms and conditions set forth herein.
2. Role of Consultant .
The Consultant shall serve as Interim Chief Financial Officer. The
Company will make available to the Consultant an office for his use
at such times as the Consultant renders services at the
Company’s headquarters and a Blackberry for his business
use.
3. Term . The primary
term during which consulting services shall be required under this
Agreement shall be three months from the date of this Agreement,
and this Agreement will automatically renew for additional one
month terms unless terminated by either party at least one month
prior to the last day of the primary term or any renewal
term.
4. Consultant’s
Fee . The Company shall pay the Consultant at the monthly rate
of $16,667, payable monthly in arrears.
5. Expenses . The
Company will promptly reimburse the Consultant, upon submission by
the Consultant of an adequately detailed and documented listing of
such expenses, the Consultant’s reasonable out-of-pocket
expenses incurred in travel at the Company’s request and
otherwise in rendering his services under this Agreement, provided
such expenses are incurred at the request of the Company.
6. Representation by the
Consultant . The Consultant represents and warrants to the
Company that (i) he is not a party to, or bound by, any
agreement or commitment, or subject to any restriction, including
but not limited to agreements related to previous consulting
engagements or employment containing confidentiality or non-compete
covenants, which adversely affects or conflicts with the
BIOPURE/BUTLER AGREEMENT
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Consultant’s ability to enter into or render his services
under this Agreement; and (ii) he is not aware of any
impediment to his being accessible and available, with reasonable
notice and consistent with the needs of his other clients, to the
Company to render his services under this Agreement.
6A. Representation by the
Company : The Company represents and warrants to the Consultant
that during the period of performance of his duties under this
Agreement and thereafter on a
