Exhibit 10.116
CONSULTING
AGREEMENT
THIS Agreement
("Agreement"), effective as of April 24, 2009 is entered
into by and between Ore Pharmaceuticals, Inc. (“Ore”),
with a place of business at 610 Professional Drive, Suite
101, , Gaithersburg, Maryland 20879, and Michael
Brennan, whose address is at 9601 Beman Woods Way Potomac,
MD 20854 ("Consultant").
In consideration
of the representations and agreements contained herein, Consultant
and Ore agree as follows:
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Purpose : Ore is in the business
of pharmaceutical product development and financing (the
“Business”) and Consultant has special expertise in
that field. Ore wishes to obtain advisory services from
Consultant and Consultant is willing to provide services to
Ore. The purpose of this Agreement is to establish the
terms upon which such services will be provided.
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Subject to the
terms and conditions of this Agreement, Ore hereby appoints
Consultant as a consultant and Consultant hereby accepts such
appointment. Consultant agrees that, during the term of
this Agreement and any subsequent extension thereto, he will
provide his services as requested by Ore’s Chief Executive
Officer (“CEO”) or any other executive at Ore
designated by the CEO.
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As requested
with respect to the Business, Consultant will,
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i.
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Evaluate product
development strategies;
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ii.
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Recommend
product development strategies;
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iii.
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Critique
proposed product development initiatives;
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iv.
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Refer Ore to
potential new business opportunities appropriate to the
Business;
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v.
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Advise on
scientific data interpretation and presentation;
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vi.
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Otherwise advise
Ore with respect to the Business; and
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vii.
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Provide such
other services as may be mutually agreed by the parties
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The services may
be provided by meetings or by telephone, e-mail or other written
communication. If requested, Consultant will meet or communicate
with Ore representatives at times and places to be mutually
agreed.
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Consultant shall
provide services to Ore based on the proprietary and/or
confidential information provided by Ore and/or developed by
Consultant in the course of providing services hereunder and shall
devote such time as reasonably necessary to provide the requested
services. Subject to the provisions of Section 10,
Consultant agrees to perform the services in a timely and
professional manner consistent with industry standards.
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In
consideration for the services during the term of this Agreement
and while this Agreement is in force, Consultant shall
receive:
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a retainer at a
rate of $30,000 per year payable in arrears in quarterly
installments, and
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payment for
specific services at a rate of one thousand dollars ($1000.00) per
day.
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Consultant shall
submit an invoice for his services to Ore on a monthly basis within
thirty days after the end of each month in which services are
provided hereunder, showing by date the days worked, the services
provided and the Ore executive with or for whom the work was
performed. Ore shall pay Consultant for his services
within thirty (30) days of receiving each
invoice. Consultant will obtain CEO’s prior
written approval if the hourly rate compensation for services
provided in any calendar month are expected to exceed $4,000.00,
before providing services that exceed such limit.
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The Board of
Directors has agreed that, at such time as the shareholders of Ore
have approved the adoption by the Company of an equity plan
allowing for the issuance of options to consultants of the Company,
the Company will grant to Consultant pursuant to the terms of such
plan and on the date of the meeting at which such shareholder
approval occurs, an option to purchase 40,000 shares of Common
Stock of Ore, with an exercise price equal to the fair market value
of the Ore Common Stock on the date of the grant, exercisable in
full on the first anniversary of the date of grant and exercisable
for 90 days from the date of the termination of this Consulting
Agreement..
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Consultant will
also be reimbursed for all reasonable and necessary out-of-pocket
expenses (including travel, lodging, and the like), which are
incurred at the request of and approved in writing
in advance by Ore, provided any travel
expenses comply with Ore’s travel policy, a copy of which is
available upon request.
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Confidentiality . In view of Ore's proprietary
rights and interests concerning its Business, Consultant agrees
that during the term of this Agreement and any subsequent
extension(s) thereto and for a period of five (5) years thereafter,
Consultant agrees to keep strictly confidential and not use for his
own benefit or for the benefit of any third party any information
which he may acquire relating to Ore’s business, whether such
information is disclosed or made known by Ore to Consultant or is
generated by Consultant in the course of performing the services
hereunder. By way of illustration and not
limitation, such shall include all information, communicated by any
means, relating to the business of Ore that is not available to
the
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