Exhibit 10.1
CONSULTING SERVICES
AGREEMENT BETWEEN
SAVIENT
PHARMACEUTICALS, INC.
AND
Lee S. Simon, MD
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the “Agreement”) effective as of the 22nd day of
January, 2009 by and between Savient Pharmaceuticals, Inc., a
corporation organized under the laws of the State of Delaware with
a place of business at One Tower Center, East Brunswick, New Jersey
08816 (hereinafter referred to as “Company”), and Lee
S. Simon, MD (hereinafter referred to as
“Consultant”).
In consideration of the promises and mutual covenants contained
herein and on the terms and conditions hereinafter set forth, it is
agreed as follows:
|
1.
|
PROVISION OF SERVICES - Consultant
shall provide to Company, at the direction and under the
supervision of the Company’s Board of Directors, and in
cooperation with the Officers and employees of the Company, the
following services:
|
|
|
|
|
|
|
|
(a)
|
To the extent reasonably required in the
conduct of the business of Company, to place at the disposal of
Company Consultant’s judgment and professional expertise in
the field of rheumatology, as well as clinical, medical and
regulatory affairs (the “Field”), and in rendering
advice and consulting services to the Company, including, but not
limited to:
|
|
|
|
|
|
|
|
|
(i)
|
The day-to-day management of the
Company’s Medical Affairs and Regulatory Affairs operations
with respect to all matters relating to the Biologics Licensing
Application (“BLA”) for pegloticase which is pending
before the US Food and Drug Administration (“FDA”);
|
|
|
|
(ii)
|
Acting in the capacity of the Chair of the
Board of Directors BLA Oversight Committee;
|
|
|
|
(iii)
|
In conjunction with the Company’s
President, provide clinical, medical and regulatory affairs
oversight of the strategic review process being conducted by the
Company with the assistance of its investment bankers, Lazard;
|
|
|
|
(iv)
|
In conjunction with the Company’s
President, provide clinical, medical and regulatory affairs
oversight of aspects of
|
|
|
|
|
the Company’s investor relations program
relating the pegloticase BLA; and
|
|
|
|
(v)
|
other related services deemed necessary and
requested by the Company’s Board of Directors (collectively,
the “Services”).
|
|
|
|
|
|
|
|
(b)
|
Consultant shall not assign any obligations
hereunder or retain other third parties for the performance of the
Services without the prior written consent of Company.
|
|
|
|
|
|
2.
|
|
|
|
|
|
|
|
|
(a)
|
(i) Company agrees and shall compensate
Consultant in consideration of Consultant’s performance of
the Services hereunder by paying Consultant the aggregate sum of
$500,000, payable in eleven (11) equal installments of $45,454.54,
the first such payment being due and payable on February 27, 2009,
with the remaining payments being due and payable on the last
business day of each calendar month through December 31, 2009.
|
|
|
|
|
|
|
|
(ii) Consultant shall devote all business
time, energies, attention, skill and effort necessary for the
accomplishment of the objectives set by the Company’s Board
of Directors relating to the Services. Services may be rendered by
Consultant in person at the Company’s offices or remotely
from Consultant’s office.
|
|
|
|
|
|
|
(b)
|
In addition to the compensation set forth in
paragraph 2(a)(i) above, the Company agrees to reimburse Consultant
for reasonable out-of-pocket expenses actually incurred by
Consultant in the performance of the Services, including, but not
limited to telephone and facsimile charges and calls, car rental,
lodging, travel expenses, meals and associated expenses.
|
|
|
|
|
|
|
(c)
|
Consultant shall submit Invoices to the
Accounts Payable department of the Company for the unbilled amount
of out-of-pocket expenses incurred by Consultant for the prior
period for which Consultant seeks reimbursement. Such Invoices
shall be payable within thirty (30) days of receipt. Consultant
shall provide Company with supporting receipts and documentation
for any out-of-pocket expenses which individually exceed $25 as an
attachment to the billing statement. The Consultant shall be
responsible for all taxes owing to any and all governmental
agencies that may result
|
2
|
|
|
due to the existence of this Agreement and the
remuneration for the Services provided hereunder.
|
|
|
|
|
3.
|
|
|
|
|
|
|
|
(a)
|
This Agreement shall enter into force and
effect at the date first written above and shall remain in force
and effect for the period ending on the earlier of (i) the first
pass approval of the pegloticase BLA by the FDA, (ii) the
completion of the strategic review process with the announcement of
a transaction approved by the Company’s Board of Directors,
or (iii) December 31, 2009. In the event that this Agreement
terminates prior to December 31, 2009 for a reason specified in
clause (i) or (ii) of the preceding sentence, the full amount of
the consulting compensation specified in paragraph 2(a)(i) shall be
deemed earned by Consultant in full, provided, however, the monthly
payments specified herein shall continue until the full amount of
the consulting compensation has been paid.
|
|
|
|
|
|
|
(b)
|
Notwithstanding the foregoing, the Company may
terminate this Agreement effective immediately upon delivery of
written notice to Consultant in the event Consultant breaches in
any material respect any provision of this Agreement and such
breach continues uncured for 5 days following written notice of
such breach by Company. In the event that this Agreement is
terminated pursuant to this paragraph 3(b), Consultant shall only
be entitled to payment hereunder and for expenses incurred prior to
the effective date of termination.
|
|
|
|
|
|
|
(c)
|
Paragraphs 4, 5, 6, 7, 8 and 9 of this
Agreement shall survive any termination of this Agreement.
|
|
|
|
|
|
4.
|
CONFIDENTIALITY OF INFORMATION AND
DOCUMENTS - Company shall submit information and/or documents
to Consultant in order to permit Consultant to perform the Services
required under this Agreement and Consultant shall keep such
information and/or documents in the strictest confidence using the
same degree of care that Consultant uses in safeguarding
Consultant’s own confidential information both during and
after the completion of the services under this Agreement and for a
period of ten (10) years after completion of the Services, unless
Consultant shall receive from Company the consent of Company in
writing to disclose such confidential information. However,
nothing
|
|
