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EXHIBIT 10.18
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into on April
11,
2005 by Greg Cobb ("Cobb") and ImaRx Therapeutics, Inc. ("ImaRx" or
the
"Company").
RECITALS
A. ImaRx has offered and Cobb has accepted the position of
Chief
Financial Officer of ImaRx.
B. Cobb is scheduled to begin his assignment as CFO on April
27,
2005 (the "Start Date").
C. ImaRx wishes to retain Cobb as a consultant until the Start
Date
to assist with analysis of various financing options among other
finance related
tasks in preparation for Cobb's transition to the CFO position.
AGREEMENTS
In consideration of the mutual releases and promises set forth
below
and other valuable consideration, the sufficiency of which is
hereby
acknowledged, the parties agree as follows:
1.
Scope of
Services
Cobb agrees to help analyze various financing options for ImaRx
as
well as other finance related tasks in preparation for Cobb's
transition to the
CFO position (the "Services"). The scope of these Services shall
include:
2.
Location
of Services
Services shall be provided at locations deemed appropriate by
the
parties. If Services are to be provided at ImaRx's place of
business, ImaRx
shall supply Cobb with suitable office or meeting space, telephone
service, and
support services as reasonable and necessary to the performance of
Services.
3.
Compensation
A. Consulting Fees. ImaRx shall pay Cobb a consulting fee of
$70.00
per hour for each hour expended performing the Services
("Consulting Fees").
During the Term of this Agreement, Cobb shall be responsible for
all payroll and
other employment taxes related to consulting fees.
4.
Expenses
ImaRx shall reimburse Cobb for its reasonable out-of-pocket
expenses
incurred in the performance of this Agreement, including but not
limited to
airfare, ground transportation,
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parking, lodging, meals, long distance telephone, postage,
overnight mail, and
the like ("Expenses").
5.
Payment
Invoices for Consulting Fees and Expenses, inclusive of
reasonable
supporting documentation, shall be remitted by Cobb monthly and
shall be payable
within 10 days.
6.
Limitation
of Liability
In no event shall Cobb be liable to ImaRx or any third party for
any
indirect, special, incidental, or consequential damages, including
but not
limited to loss of profits, loss of data, or loss of good will,
even if such
party has been informed of the possibility of such damages. This
limitation of
liability shall survive the expiration or any termination of this
agreement. In
no event will Cobb be liable to ImaRx for damages, whether based in
contract,
tort, negligence, strict liability or otherwise, exceeding the
amount payable
hereunder for the Services giving rise to such liability, or
$5,000, whichever
is less.
7.
Indemnification
If Cobb becomes involved in any action, proceeding or
investigation
(other than an action between Cobb and ImaRx) regarding any matter
in this
Agreement, ImaRx will indemnify Cobb against any clai
