This CONSULTING AGREEMENT
(“Agreement”) is made as of this 27 th day
of April, 2009 by and between Michael Gast
(“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 April 15,
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:
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1.
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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.
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2.
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The initial term of this Agreement shall
commence April 28, 2009 and end June 30, 2009, subject to extension
by written agreement of the parties.
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3.
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GENAERA shall compensate Consultant for the
services rendered by Consultant under this Agreement as set forth
in this Paragraph 3.
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a.
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GENAERA shall pay Consultant $144.23
per hour for services rendered payable monthly within 30 days of
receipt of Consultant’s invoice. Invoices shall be submitted
to:
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Genaera Corporation
Attn: Accounts Payable
5110 Campus Drive
Plymouth Meeting, PA 19462
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b.
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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.
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4.
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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.
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5.
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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.
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6.
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Consultant shall not disclose any information
relating to the business or technology of GENAERA to any third
party, or use any such information for any purpose, except to
perform the services as indicated in this Agreement. Additionally,
Consultant shall not use any material, compounds, chemicals,
biologicals, or derivatives thereof which may be provided by
GENAERA
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("Materials"), except as necessary to perform
the services an indicated in this Agreement. Nothing contained
herein shall be deemed to be a license to Consultant to any GENAERA
technology or Materials. No copies are to be made of any
proprietary or confidential information of GENAERA that is provided
to Consultant in tangible form, and all such tangible information
shall remain GENAERA propert
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