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Title: |
Consulting Services Agreement |
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Date: |
2007 |
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Preview shows 9KB of 27KB total |
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Price: |
$33 |
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ID: |
#2870101 |
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CONFIDENTIAL
SEPARATION, RELEASE AND
CONSULTING SERVICES AGREEMENT
THIS SEPARATION RELEASE AND CONSULTING SERVICES AGREEMENT (Agreement), is entered into as of May 3, 2007, by and between Dyax Corp., a Delaware corporation with a principal place of business at 300 Technology Square, Cambridge, MA 02139 (Dyax) and Thomas R. Beck, M.D. of 345 Silver Hill Road, Concord, MA 01742 (Beck).
In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dyax and Beck hereby agree as follows:
1. Termination.
Becks employment with Dyax terminated as of May 3, 2007 (the Termination Date). Furthermore, by this Agreement and in consideration for the compensation and other benefits provided to Beck hereunder, Beck acknowledges and agrees that all rights provided to him under his employment offer letter, dated May 31, 2005 (the Offer Letter), and his change in control agreement, also dated May 31, 2005, are hereby terminated.
2. Consulting Services.
Upon Dyaxs receipt of a fully-executed copy of this Agreement, and upon the expiration of the seven-day period referenced in Section 16 below without revocation of this Agreement by Beck, Dyax will engage Beck as a consultant through the Term of this Agreement, to provide strategic and operational advice with respect to clinical, regulatory and product development functions within Dyax, together with such other responsibilities as the Chief Executive Officer may designate in connection therewith (the Consulting Services), all in accordance with the following:
(a) Beck shall be accountable to the Chief Executive Officer and shall perform and discharge, faithfully and to the best of Becks ability, all duties and responsibilities hereunder in a professional manner in accordance with the terms and conditions of this Agreement and the policies set by Dyax from time to time.
(b) Beck acknowledges and agrees that the Consulting Services may include attendance at meetings (both at Dyax and offsite) and reasonable travel activities.
(c) In performing the Consulting Services, Beck shall not be authorized to take any external action on behalf of Dyax without Dyaxs prior written consent.
(d) At all times during the term of this Agreement, Beck is and shall be an independent contractor in providing the Consulting Services hereunder. Except as expressly set forth herein, this Agreement shall not be deemed or construed to create a partnership or joint venture, to create the relationships of employee/employer or principal/agent, or otherwise create any liability whatsoever of either party with respect to the indebtedness, liabilities, obligations or actions of the other party or any of their employees or agents, or any other person or entity.
3. Consulting Schedule; Availability.
During the Term of this Agreement, Beck shall be available to perform the Consulting Services upon request, from time-to-time, according to a schedule mutually agreed upon by Chief Executive Officer and Beck in advance. Beck represents and warrants that he is not under any contractual obligation or other restriction which is inconsistent with Becks execution of this Agreement or the performance of the Consulting Services. Furthermore, Beck covenants that, during the Term of this Agreement, he will not enter into any agreement, either written or oral, which conflicts with this Agreement or limits the ability of Beck to furnish the Consulting Services in any way.
4. Consulting Fees.
In consideration for the performance of Consulting Services and Becks other obligations hereunder, Dyax will pay Beck:
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