This Agreement is
made and entered into by and between ARIAD Gene Therapeutics, Inc.
a Delaware corporation (the “Company”) and Laurie A.
Allen, Esq. (the “Consultant”) as of September 11,
2008.
The Parent, in its
capacity as the controlling stockholder of the Company has at the
direction of the Merger Committee of the Parent’s Board of
Directors executed and delivered a written consent, dated
September 11, 2008, authorizing Allen to execute this
agreement on behalf of the Company.
For and in
consideration of the mutual promises, terms, provisions and
conditions contained in this Agreement, the parties agree as
follows:
1.
Term . The term of this Agreement shall be for a
period of five years, commencing as of the date the
Consultant’s employment with the Company or any successor or
assign thereof terminates for any reason.
2.
Relationship of the Parties .
(a) It
is expressly understood and agreed by the parties that the
Consultant is an independent contractor in the performance of each
and every part of this Agreement and that nothing contained in this
Agreement is intended, or shall be construed, to constitute the
Consultant as the employee, agent, partner or joint venturer of the
Company or as constituting the exercise by the Company of control
or direction over the manner or method by which the Consultant
performs the services which are the subject of this
Agreement.
(b) The
Consultant shall have no right, power or authority in any way to
bind the Company to the fulfillment of any condition, contract or
obligation or to create any liability binding on the Company. The
Company is not responsible for any expenses or liabilities incurred
by the Consultant, other than business expenses expressly
authorized in writing by a duly authorized representative of the
Company.
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3.
Consultant’s Services . During the term hereof,
the Consultant shall provide such advice and other consulting
services as the Company may from time to time request, upon
reasonable notice to the Consultant in writing, concerning
litigation matters to which the Company or its parent, Ariad
Pharmaceuticals, Inc. (the “Parent”) are party, that
are pending at the time the Consultant’s engagement hereunder
commences or which concern matters of patent, corporate or
securities law. Services shall be provided during normal business
hours, unless otherwise mutually agreed. The Consultant shall
devote such business time as is necessary or desirable to fully
perform hereunder.
(a) During
the term hereof, as full compensation for all services performed by
Consultant for the Company and subject to the Consultant’s
performance hereunder, the Company agrees to pay the Consultant a
fee (the “Consulting Fee”) on a per diem basis at a
rate equal to the 1/261st of the sum of the base salary and bonus
compensation received by the Consultant from the Company during the
twelve month period immediately preceding the commencement of her
engagement hereunder.
(b) As
an independent contractor, the Consultant shall be solely
responsible for all incidents of employment for herself and her
employees and agents, including without limitation workers’
compensation insurance, unemployment insurance, withholding and
payment of all federal and state income taxes and social security
and Medicare taxes and other legally-required payments on sums
received from the Company.
5.
Confidential Information .
(a) The
Consultant acknowledges that, during the course of performing her
services hereunder, the Company shall be disclosing information to
the Consultant related to the Company’s business which is not
generally known to the public (“Confidential
Information”). The Consultant acknowledges that the
Company’s business is extremely competitive, dependent in
part upon the maintenance of secrecy, and that any disclosure of
the Confidential Information would result in serious harm to the
Company.
(b) The
Consultant agrees that the Confidential Information only shall be
used by the Consultant in
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