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.
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.
4. Compensation .
(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