EXHIBIT
10.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made as of this 1
st day of April, 2009 by and between Henry Wolfe
("Consultant") and Genaera Corporation ("GENAERA"), located
at 5110 Campus Drive, Plymouth Meeting, PA 19462.
WHEREAS, Consultant was formerly employed by GENAERA;
WHEREAS, Consultant's employment with GENAERA was involuntarily
terminated on March 31, 2009 (the "Separation Date") as part of a
reduction in force;
WHEREAS, GENAERA desires to retain Consultant to provide consulting
services, pursuant to the terms of this Agreement, on an as-needed
basis to be determined in advance of services rendered by GENAERA,
and Consultant desires to provide such consulting services; and
WHEREAS, GENAERA and Consultant acknowledge and agree that the
consulting services pursuant to this Agreement are the only
services Consultant is expected to perform for GENAERA during the
term of this Agreement and the parties reasonably anticipate that
such consulting services will constitute 20% or less of the average
level of services provided by Consultant as an employee of GENAERA
during the 36-month period immediately preceding the Separation
Date.
NOW THEREFORE, in consideration of the mutual promises hereinafter
set forth, and intending to be legally bound hereby, GENAERA and
Consultant agree as follows:
1. Subject to the
terms and conditions set forth in this Agreement, GENAERA hereby
engages Consultant as an independent contractor to perform
services, as requested by GENAERA during the term hereof, in the
area of research and development, and Consultant hereby agrees to
perform such services for GENAERA.
2. The initial term
of this Agreement shall commence April 1, 2009 and end June 30,
2009, subject to extension by written agreement of the parties.
3. GENAERA shall
compensate Consultant for the services rendered by Consultant under
this Agreement as set forth in this Paragraph 3.
-
- GENAERA shall pay Consultant $108.17
per hour for services rendered payable monthly within 30 days of
receipt of Consultant's invoice. Invoices shall be submitted
to:
Genaera Corporation
Attn:
Accounts Payable
5110
Campus Drive
Plymouth Meeting, PA 19462
-
- GENAERA shall reimburse Consultant for (i)
out-of-pocket expenses reasonably incurred by Consultant in
performing his or her obligations hereunder, including postage,
overnight courier and duplicating expenses, and (ii) out-of-pocket
travel, hotel and meal expenses reasonably incurred by Consultant,
provided that the expense was requested or approved in advance by
GENAERA.
4. This Agreement
will be effective for the term stated above unless earlier
terminated by GENAERA upon five (5) days written notice to
Consultant. Any such termination shall not affect the rights or
obligations of either party accruing prior thereto.
5. Consultant will
return to GENAERA any property of GENAERA that has come into his or
her possession, upon the request of GENAERA, and, in any event,
upon termination of this Agreement.
6. Consultant shall
not disclose any information relating to the business or technology
of GENAERA to any third party, or use any such in
