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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 C






