Exhibit 10.55
Consulting
Agreement
This Consulting
Agreement (the “ Agreement ”) is between Hoth
Consulting Inc., (“ HCI ”), with offices at 2240
Green St, Suite 5, San Francisco CA 94123 and Seattle Genetics,
Inc., having an office at 21823 – 30 th Drive Southeast, Bothell,
Washington 98021 (“ Client ”).
During the term of this Agreement
HCI agrees to perform such advisory and consultative services as
the Client may request from time to time in the fields of
pharmaceutical product development and clinical research,
particularly in regard to advice on the clinical development of
Client’s products (the “ Services
”).
This Agreement shall commence on
June 1, 2006 and shall continue unless or until terminated by
either party, with or without cause, upon at least 30 days written
notice to the other. Notice may be by FAX with proof of receipt or
e-mail with proof of receipt. Either party may submit a proposed
written amendment to this Agreement at any time and such amendment
shall be deemed effective 30 days after submitted to the other
party unless objected to in writing within the 30 day period. In
the event of termination, Client will pay HCI for all Services
performed prior to the effective date of termination and will
reimburse HCI for all actual expenses reasonably incurred prior to
the effective date of termination.
HCI shall be paid at the rate of
$400 per hour for Services provided pursuant to this
Agreement.
If Services are provided at a site
outside of the San Francisco Bay Area, HCI will be reimbursed by
Client for all normal travel related expenses including but not
limited to hotel, meals, rental car, and coach class plane fare.
Client will also reimburse HCI for billable business expenses
including but not limited to express mail, courier, long distance
telephone calls, and copying of large documents. Invoices will be
submitted as noted in Section 8.
When appropriate, work will be done
on-site at Client’s facility, and Client will provide
suitable space and equipment for HCI’s needs.
Work under this Agreement will be
directed by Clay B. Siegall, Ph.D., who shall represent the Client
and who shall be deemed authorized to act on Client’s
behalf.
HCI’s duties may be performed
by its employees or by consultants hired by HCI provided that HCI
notifies Client in writing in advance of the performance of
Services of the identities of such consultants and Client agrees to
the use of such consultants.
HCI will not be responsible for
errors, delays or any other consequences arising from the failure
of the Client or its employees to provide complete, timely and
accurate information or support to HCI. HCI will not be responsible
for the consequences of any inaccurate or incomplete information
furnished by Client or its employees to HCI when such inaccurate or
incomplete information is used in any work performed by HCI or its
contractors or consultants.
|
4.
|
Professional
Standards
|
The manner and means used by HCI to
perform the Services desired by the Client are at the sole
discretion and control of HCI. HCI’s Services will be
performed with and be the product of a competent and professional
level of skill and expertise.
1
|
5.
|
Independent
Contractor Status
|
It is understood and agreed that HCI
is an independent contractor, is not an agent or employee of the
Client, and is not authorized to act on behalf of the Client. HCI
agrees not to hold itself out as or represent itself as an
employee, agent, joint venture or partner of the Client. HCI
employees will not be eligible for any Client employee benefits,
nor will the Client make any deductions from any amounts payable to
HCI for taxes or insurance.
HCI retains the right to provide
services for other persons and entities during the term of this
Agreement.
HCI will submit invoices monthly and
invoices will be deemed timely paid if payment is received by HCI
within 30 days of mailing to Client’s address as set forth in
this Agreement to the attention of Accounts Payable or such other
address as Client may designate in writing from time to time. HCI
shall be entitled to halt any new work if any invoices are not
timely paid.
Invoices will show hours expended
for Services on a daily basis. Travel expenses will be submitted
with receipts for any expenses over $50.00. Client will be
responsible for reformatting any invoices to meet their
requirements.
Client shall indemnify, defend and
hold HCI and its employees, officers, directors, contractors, and
consultants harmless from and against any and all claims, losses,
costs (including reasonable attorneys’ fees), expenses,
damages, obligations, or l
