EXHIBIT 10.23
CONSULTING
AGREEMENT
This Agreement
is made effective as of December 1, 2008, by Applied
NeuroSolutions, Inc. (APNS), of 50 Lakeview Parkway, Suite 111,
Vernon Hills, IL 60061 (the “Company”) and
Peter Davies, Ph.D. (the “Consultant”). This
Agreement is an amendment to and supercedes previous agreements
between APNS (and its predecessor Molecular Geriatrics Corporation)
and Dr. Davies dated October 13, 1992, October 13, 1992 and January
31, 1994, January 31, 2003 and renewed most recently on December 5,
2005.
The Field of
this Agreement shall be therapeutics for Alzheimer’s disease
and precursor or related conditions, including any applications in
other neurodegenerative diseases derived from the results of
the research done under this Agreement, and the diagnosis of
Alzheimer’s disease and precursor or related conditions and
related proteins and reagents.
The Consultant
has a background in neurodegenerative disease research and is
willing to provide services to the Company based on this background
to assist, where necessary, in the advancement of the
Company’s research and development of its Alzheimer’s
disease (AD) diagnostic and therapeutic programs. The
Company desires to have services provided by the
Consultant.
Therefore, the
parties agree as follows:
1.
DESCRIPTION OF SERVICES. The Consultant may be
requested to provide the following services (collectively, the
“Services”):
|
|
Assist in the
implementation of an overall strategy for the development of the
Company’s diagnostic and therapeutic programs.
|
|
|
Develop
necessary research tools as requested by the Company.
|
|
|
Interact with
Company management, staff, consultants, investors, etc., where
needed.
|
2.
PERFORMANCE OF SERVICES. The manner in which the
Services are to be performed and the specific hours to be worked by
the Consultant shall be determined by the mutual agreement of the
Company and the Consultant.
3.
PAYMENT. The Company will pay a fee to the
Consultant for the other Services described in Section 1 of
$9,000.00 per month in cash for the term of the
agreement. Upon termination of this Agreement, payments
under this paragraph shall cease; provided, however, that the
Consultant shall be entitled to payments for periods or partial
periods that occurred prior to the date of termination and for
which the Consultant has not yet been paid.
4.
EXPENSE REIMBURSEMENT. The Consultant shall be
entitled to reimbursement from the Company for all
“out-of-pocket” expenses incurred in the course of the
Consultant’s service to the Company. Examples of
such expenses are out-of-town transportation, lodging, parking,
meals, phone, faxes, copying and postage. The Consultant
must obtain the approval of the Company for any out-of-pocket
expenses exceeding $500.00.
5.
TERM/TERMINATION. This Agreement shall be
effective for a period of 36 months. The Agreement is
cancelable by either party without cause upon 30 days written
notice to the other party. Termination of this Agreement
shall not affect any rights or obligations which have accrued prior
thereto.
6.
RELATIONSHIP OF PARTIES. It is understood by the
parties that the Consultant is an independent contractor with
respect to the Company, and not an employee of the
Company. The Company will not provide fringe benefits,
including health insurance benefits, paid vacation, or any other
employee benefit, for the benefit of the Consultant.
7.
DISCLOSURE. The Consultant is required to
disclose any outside activities or interests, including ownership
or participation in the development of prior inventions, that
conflict or may conflict with the best interests of the
Company. Prompt disclosure is required under this
paragraph if the activity or interest is related, directly or
indirectly, to:
-
a development program of the Company
-
a product or product line of the Company
