Exhibit 99.1
ARROWHEAD RESEARCH
CORPORATION
CONSULTING
AGREEMENT
This Consulting Agreement (the
“ Agreement ”) is effective as of July 6,
2009 (the “Effective Date”), by and between Arrowhead
Research Corporation , (“Arrowhead” or the
“ Company ”), a Delaware corporation with its
principal offices at 201 South Lake Avenue, Pasadena, CA 91101 and
Paul C. McDonnel (“ Consultant ”), an
individual.
1. Consulting Relationship
. During the term of this Agreement, Consultant will provide
consulting services (the “ Services ”) to the
Company as described on Exhibit A attached to this
Agreement.
2. Fees. As
consideration for the Services to be provided by Consultant the
Company shall pay to Consultant the amounts specified in Exhibit
B attached to this Agreement at the times specified therein
.
3. Expenses .
Consultant will be reimbursed for travel and other reasonable
business expenses when incurred at Arrowhead’s request. Such
expenses must be approved in advance by Arrowhead.
4. Term and Termination
. Consultant shall serve as a consultant to the Company for a
period commencing on July 6, 2009 and terminating on a
mutually agreeable date as determined by Arrowhead and
Consultant.
5. Supervision of
Consultant’s Services . All of the Services to be
performed by Consultant will be as agreed between Consultant and
the Company . Consultant will be required to report to the
Company concerning the Services performed under this Agreement. The
nature and frequency of these reports will be left to the
discretion of the Company.
6. Miscellaneous
.
(a) Amendments and Waivers
. Any term of this Agreement may be amended or waived only with
the written consent of the parties.
(b) Notices . Any
notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed
facsimile, 48 hours after being deposited in the regular mail as
certified or registered mail (airmail if sent internationally) with
postage prepaid, if such notice is addressed to the party to be
notified at such party’s address or facsimile number as set
forth below, or as subsequently modified by written
notice.
(c) Choice of Law .
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of California,
without giving effect to the principles of conflict of
laws.
(d) Severability . If
one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the
parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall
be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
(e) Counterparts .
This Agreement may be executed in counterparts, each of which shall
be deemed an or
