Exhibit 10.85
April 3, 2009
Samuel R. Saks, MD
Dear Dr. Saks:
The purpose of this Letter Agreement
(the “Agreement”) is to set forth the terms of the
consultancy with Jazz Pharmaceuticals, Inc. with a principal place
of business at 3180 Porter Drive, Palo Alto, CA 94304 (together
with its subsidiaries, “Jazz Pharmaceuticals”), by
Samuel R. Saks, MD (“Consultant”) with a principal
place of business at 2404 Hillside Drive, Burlingame, CA 94010,
which are as follows:
1. Consultant will act as a
consultant to Jazz Pharmaceuticals from time to time during the
period from April 4, 2009 to April 3, 2010, or longer if
mutually agreed to in writing by the parties, unless this Agreement
is earlier terminated by either parties in accordance with the
terms of this Agreement.
2. We plan to consult with you on
clinical, medical and other matters as such relate to activities of
Jazz Pharmaceuticals. The consultancy will be in the form of
meetings, advice, and the like, at facilities of Jazz
Pharmaceuticals or at other mutually convenient locations as will
be agreed to by the parties in advance. Consultant will use his
diligent efforts to perform all services hereunder in accordance
with agreed upon timetables.
3. In recognition of these services,
Jazz Pharmaceuticals agrees to compensate Consultant at the rate of
$375 per full hour of consulting time (exclusive of travel time),
prorated for partial hours, plus reasonable documented
out-of-pocket expenses incurred in connection with such consulting
services and consistent with Jazz Pharmaceuticals’
reimbursement policies. Consultant will invoice Jazz
Pharmaceuticals not more frequently than monthly and such
undisputed invoices will be payable 30 days after receipt by Jazz
Pharmaceuticals. Payment for consulting services rendered hereunder
and related expenses will be subject to the completion and
documentation, if applicable, of such services to the reasonable
satisfaction of Jazz Pharmaceuticals.
4. “Confidential
Information” means (i) all information, including
without limitation data, technology, samples and specimens relating
to Jazz Pharmaceuticals and its products, product concepts,
technologies, businesses, financial, sales, marketing, clinical or
regulatory affairs, manufacturing processes and procedures, or
those of any third party from whom Jazz Pharmaceuticals receives
information on a confidential basis, whether written, graphic or
oral, furnished to Consultant by or on behalf of Jazz
Pharmaceuticals, either directly or indirectly, or obtained or
observed by Consultant, and (ii) the services to be provided
by Consultant hereunder , with the exception only of the
following:
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a)
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information
that is now in the public domain or subsequently enters the public
domain without fault on the part of Consultant;
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Samuel R. Saks, MD
April 3, 2009
Page 2 of 5
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b)
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information
that is presently known by Consultant from Consultant’s own
sources without restriction as evidenced by Consultant’s
prior written records; and
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c)
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information
disclosed to Consultant without restriction by a third party
legally and contractually entitled to make such disclosures without
restriction.
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Any combination of features or
disclosures will not be deemed to fall within the foregoing
exclusions merely because certain individual features are published
or available to the general public or in the rightful possession of
Consultant unless the combination as a whole falls within any of
the above exceptions.
Except as required in
Consultant’s duties to Jazz Pharmaceuticals, Consultant
agrees not to disclose or use at any time or for any purpose,
either during or subsequent to the term of this Agreement, any
Confidential Information, without the prior written consent of Jazz
Pharmaceuticals, to be given or withheld in Jazz
Pharmaceuticals’ absolute discretion. Consultant will take
all necessary and reasonable precautions to prevent the disclosure
of Confidential Information to any unauthorized third
parties.
Notwithstanding the foregoing,
Confidential Information may be disclosed to the extent required by
applicable laws or regulations or as ordered by a court or other
regulatory body having competent jurisdiction provided that
Consultant uses his best efforts to limit the disclosure and
maintain confidentiality to the extent possible and provides
reasonable prior written notice to Jazz Pharmaceuticals.
Consultant acknowledges that the use
or disclosure of Confidential Information without Jazz
Pharmaceuticals’ express written permission will cause Jazz
Pharmaceuticals irreparable harm and that any material breach or
threatened material breach of this Agreement by Consultant will
entitle Jazz Pharmaceuticals to seek injunctive relief and
reasonable attorneys’ fees, in addition to any other legal
remedies available to it, in any court of competent
jurisdiction.
5. All inventions, ideas,
improvements, discoveries, enhancements, modifications, know-how,
trade secrets, data, information and intellectual property rights
of every kind and description conceived, generated, made, fixed in
a tangible medium of expression or reduced to practice, as the case
may be, by Consultant, either alone or jointly with others, which
arise out of or relate to this Agreement (the
“Intellectual
Samuel R. Saks, MD
April 3, 2009
Page 3 of 5
Property”) will be the sole and exclusive
property of Jazz Pharmaceuticals. Consultant agrees t
