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EXHIBIT 10.1
[LEXICON GENETICS LETTERHEAD]
March 28, 2005
VIA FEDERAL EXPRESS
Dr. C. Thomas Caskey
Five Post Oak Park
4400 Post Oak Parkway, Suite 1400
Houston, Texas 77027
Dear Tom:
We are pleased to invite you to become a consultant to Lexicon
Genetics
Incorporated (which, together with its
subsidiaries and affiliates, is referred
to as the "Company" or "Lexicon") relating
to Lexicon's interactions with
federal and state government
representatives and agencies regarding
opportunities for grants, collaborations
and other contracts. The purpose of
this letter agreement (this "Agreement") is
to set forth our mutual
understanding of the terms and conditions
under which you would provide
consulting services, as set forth
below.
1. Consulting Services. As a consultant to Lexicon, you will
provide
such consulting and advisory services as
may be requested by Arthur T. Sands,
M.D., Ph.D., the Company's President and
Chief Executive Officer, relating to
Lexicon's interactions with federal and
state government representatives and
agencies regarding opportunities for
grants, collaborations and other contracts.
You will devote up to 24 days annually
(approximately two days a month on
average) to providing such services to the
Company under this Agreement, on a
schedule and at times reasonably agreed
upon by you and Dr. Sands.
2. Compensation. As full consideration for your services as a
consultant to the Company and your
obligations under this Agreement, you will
receive fees of $75,000 per year, payable
in 12 monthly installments. In
addition, you will be reimbursed for your
reasonable, ordinary and necessary
travel expenses incurred by you at the
Company's prior request in connection
with your performance of your services
under this Agreement.
3. Confidential Information.
(a) In the course of your service as a consultant to the
Company, you may learn or be exposed, orally, visually,
electronically
or in writing, to inventions, discoveries, improvements,
materials,
data, technology, processes, formulas, know-how, trade secrets,
ideas
and other information which we consider proprietary or
confidential
("Confidential Information"). You agree to hold any
Confidential
Information disclosed to you by the Company or learned by you from
the
Company in conjunction with your services under this Agreement
in
strict confidence and to take all reasonable precautions to
protect
such Confidential Information, not to disclose any such
Confidential
Information to any third party, and to use such Confidential
Information only in furtherance of your services under this
Agreement;
provided that your nondisclosure obligation shall not apply to
the
extent such Confidential Information (i) is already in the
public
domain or hereafter enters the public domain other than through
your
acts or omissions in violation of this Agreement; (ii) is already
known
to you, as may be shown by competent written records; (iii) is
hereafter received by you without restriction as to confidentiality
or
use from a
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third party lawfully entitled so to disclose same in such manner;
or
(iv) is hereafter generated by you, other than in performance of
your
services under this Agreement, without the use of any
Confidential
Information, facilities or personnel of the Company. Information
shall
not be deemed to be within the foregoing exceptions merely because
such
information is embraced by more general information in the
public
domain or in your possession. All Confidential Information (and
any
copies and notes thereof) shall remain the sole property of the
Company.
(b) You agree not to disclose or otherwise make available to
the Comp
