Exhibit 10.26


 


CONSULTING AGREEMENT


 


CONSULTING
AGREEMENT (this “Agreement”), made the14th day of December, 2004, by and
between THE MEDICINES COMPANY, a Delaware corporation with its principal place
of business located at 8 Campus Drive, Parsippany, New Jersey 07054 USA (the “Company”),
and STRATEGIC IMAGERY LLC with offices located at 315 South Shore Drive,
Sarasota, FL 34234 (the “Consultant”).


 


WHEREAS,
the Company desires to obtain the services and advice of the Consultant and the
Consultant desires to render such services and advice to the Company.


 


NOW,
THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration, the parties
agree as follows:


 


1.                                       SERVICES


 


The
Consultant agrees to perform such consulting and advisory services relating to
the Company’s business, including assisting with organizational development and
advising on senior management coaching, as the Company may request from time to
time.  The Consultant shall render such
services either in person (at the Company’s facilities or at such other
location as is reasonably acceptable to the Company and the Consultant) or by
telephone, as the Company may reasonably request.  Robert G. Savage will render the services on
behalf of the Consultant hereunder.


 


2.                                       TERM


 


The
term of this Agreement shall commence on the date hereof and shall continue for
one (1) year.  Thereafter, this Agreement
shall be subject to renewal for successive periods, upon the further written
agreement of the parties.  Either party
may terminate this Agreement upon thirty (30) days written notice to the other
party.  In the event of termination, the
Consultant shall be entitled to payment for services performed prior to the
effective date of termination.  Such
payments shall constitute full settlement of any and all claims of the
Consultant of every description against the Company.


 


3.                                       COMPENSATION


 


During
the term of this Agreement, the Company will pay the Consultant consulting fees
in the amount of $625 per hour and shall reimburse the reasonable out of pocket
expenses necessarily incurred by the Consultant in connection with the
performance of its services hereunder. 
The Consultant will invoice the Company for consulting fees and expenses
on a monthly basis, in a form reasonably satisfactory to the Company, and the
Company agrees to pay such invoices within thirty (30) days after receipt
thereof.  Consulting fees for any partial
period shall be prorated.


 





















 


4.                                       INVENTIONS
AND PROPRIETARY INFORMATION


 


4.1                                 Inventions


 


(a)                                     The
Consultant will make full and prompt disclosure to the Company of all
inventions, improvements, discoveries, methods, developments, software and
works of authorship, whether patentable or not, relating to the Company’s
business which are created, made, conceived or reduced to practice by it or
under its direction or jointly with others during the term of this Agreement
(all of which are collectively referred to in this Agreement as “Developments”).


 


(b)                                    The
Company shall own and have title to any Developments made during the term of
this Agreement.  The Consultant agrees to
assign and does hereby assign to the Company (or any person or entity
designated by the Company) all of the Consultant’s right, title and interest,
if any,  in and to all Developments and
all related patents, patent applications, copyrights and copyright
applications.


 


(c)                                     The
Consultant agrees to cooperate fully with the Company, both during and after
the term of this Agreement, with respect to the procurement, maintenance and
enforcement of copyrights, patents and other intellectual property rights (both
in the United States and foreign countries) relating to Developments.  The Consultant shall sign all papers,
including, without limitation, copyright applications, patent applications,
declarations, oaths, formal assignments, assignments of priority rights and
powers of attorney, which the Company may deem necessary or desirable in order
to protect its rights and interests in any Developments.


 


4.2                                 Proprietary
Information


 


(a)                                     The
Consultant agrees that all information, whether or not in writing, of a
private, secret or confidential nature concerning the Company’s products,
business, business relationships or financial affairs (collectively, “Proprietary
Information”) is and shall be the exclusive property of the Company.  By way of illustration, but not limitation,
Proprietary Information may include inventions, products, processes, methods,
techniques, formulas, compositions, compounds, projects, developments, plans,
research data, clinical data, financial data, personnel data, computer
programs, customer and supplier lists and contacts at or knowledge of customers
or prospective customers of the Company. 
The Consultant will not disclose any Proprietary Information to any
person or entity other than employees of the Company or use the same for any
purposes (other than in the performance of its duties as a consultant of the
Company) without written approval by an officer of the Company, either during
or after the term of this Agreement.


 


(b)                                    The
Consultant agrees that all files, letters, memoranda, reports, records, data,
sketches, drawings, laboratory notebooks, program listings or other written,
photographic or other tangible material containing Proprietary Information,
whether created by the Consultant or others, which shall come into its custody
or possession, shall be and are the 


 


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exclusive property of the Company
to be used by the Consultant only in the performance of its duties for the
Company.


 


(c)                                     The
Consultant’s obligations under this Section 4.2 shall not apply to any
information that (i) is generally known to the public at the time of disclosure
or becomes generally known without Consultant violating this Agreement, (ii) is
in the Consultant’s possession at the time of disclosure without Consultant
violating this Agreement, (iii) becomes known to the Consultant through
disclosure by sources other than the Company without such sources violating any
confidentiality obligations to the Company, or (iv) is independently developed
by the Consultant without reference to or reliance upon the Company’s
Proprietary Information.


 


(d)                                    Upon
termination of this Agreement or at any other time upon request of the Company,
the Consultant shall promptly deliver to the Company all records, files,
memoranda, notes, designs, data, reports, price lists, customer lists,
drawings, plans, computer programs, software, software documentation, sketches,
laboratory and research notebooks and other documents (and all copies or
reproductions of such materials) containing or relating to Proprietary
Information of the Company.  After such
delivery, the Consultant shall not retain any such materials or copies thereof.


 


4.3                                 Remedies


 


The
Consultant acknowledges that any breach of the provisions of this Section 4
shall result in serious and irreparable injury to the Company for which the
Company cannot be adequately compensated by monetary damages alone.  The Consultant agrees, therefore, that, in
addition to any other remedy it may have, the Company shall be entitled to
enforce the specific performance of the Agreement by the Consultant and to seek
both temporary and permanent injunctive relief (to the extent permitted by
law).  The Company may terminate this
Agreement, effective immediately upon the giving of written notice, if the
Consultant breaches or threatens to breach any provision of this Section 4.


 


5.                                       INDEPENDENT
CONTRACTOR STATUS


 


The
Consultant shall perform all of its services under this Agreement as an “independent
contractor” and not as an employee or agent of the Company.  The Consultant is not authorized to assume or
create any obligation or responsibility, express or implied, on behalf of, or
in the name of, the Company or to bind the Company in any manner.  The Consultant shall not be entitled to any
benefits, insurance coverage or privileges, including, without limitation,
social security, unemployment, medical or pension benefits, made available to
the employees of the Company.


 


6.                                       NOTICES


 


All
notices required or permitted under this Agreement shall be in writing and
shall be mailed,
delivered, or faxed and confirmed in writing, addressed to the other
party at the address shown above, or at such other address or addresses as
either party shall designate to 


 


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the
other in accordance with this Section 6, and any such notices and other communications shall take effect at the
time of receipt thereof.


 


7.                                       ENTIRE
AGREEMENT; AMENDMENT


 


This
Agreement constitutes the entire agreement between the parties and supersedes
all prior agreements and understandings, whether written or oral, relating to
the subject matter of this Agreement. 
This Agreement may be amended only by a written instrument executed by
the Company and the Consultant.


 


8.                                       GOVERNING
LAW


 


This
Agreement shall be construed, interpreted and enforced in accordance with the
laws of the State of New Jersey, without regard to principles of conflicts of
laws.


 


9.                                       SUCCESSORS
AND ASSIGNS


 


This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns, including any corporation
with which, or into which, the Company may be merged or which may succeed to
its assets or business, provided, however, that the obligations of the
Consultant are personal and shall not be assigned by it without the Company’s
express written consent.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year set forth above.


 


	
   

  	
  THE MEDICINES
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Clive A. Meanwell

  	
   

  
	
   

  	
  Name:

  	
    Clive A. Meanwell

  
	
   

  	
  Title:

  	
    Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STRATEGIC
  IMAGERY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert G. Savage

  	
   

  
	
   

  	
  Name:

  	
    Robert G. Savage

  
	
   

  	
  Title:

  	
    President

  



 


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