Unassociated Document


    
      CORMEDIX
INC.

    

    
      AMENDED
AND RESTATED

    

    
      CONSULTING
AGREEMENT WITH

    

    
      SUDHIR
V. SHAH, M.D.

       

    

    
      This
Consulting Agreement (this “Agreement”) between CorMedix Inc. (the “Company”)
and Sudhir V. Shah, M.D., FACP (the “Consultant”), dated as of January 10, 2008,
amends and restates in its entirety the Consulting Agreement dated as of July
28, 2006 between the Company (which was then named “Picton Holding Company,
Inc.”) and the Consultant (the “Existing Agreement”).

    

    
       

      In
consideration of the mutual promises, terms, provisions and conditions set forth
in this Agreement, the parties hereby agree as follows:


    

    
       

      
        	
              	
                1.

              	
                University
      Policies.
      Reference is made to the policies to which Consultant is subject as
      a result of his engagement with the University Of Arkansas For Medical
      Sciences (the “University”) and his obligations to the University
      thereunder (the “University Policies”). It is the intention of the Company
      and the Consultant that the services to be performed by the Consultant
      hereunder be consistent with such Policies and in entering into this
      Agreement Consultant has complied with any and all University Policies
      related to the performance of services to
  industry.

              


      

    

    
       

      
        	
              	
                2.

              	
                Consulting
      and Other Services. Subject to the terms
      and conditions set forth in this Agreement, Consultant shall provide to
      the Company the following
services:

              


      

    

    
       

      
        	
              	
                a. 

              	
                Consulting
      Services. The Consultant’s consulting services to be rendered
      hereunder
      (the “Consulting Services”) will involve those areas mutually agreed to by
      and between the Consultant and the Company. The Company hereby retains the
      Consultant as a consultant to the Company to perform the following
      services for the Company, and the Consultant hereby agrees to perform the
      following services for the
Company:

              


      

    

    
       

      
        	
              	
                i. 

              	
                The
      Consultant shall spend up to 40 hours per month consulting for the
      Company
      under this Agreement. Consulting services will be rendered in person
      and/or over the telephone or otherwise. Consultant shall attend all
      meetings of the Company’s Scientific Advisory Board, at such times and
      places as the Company may request, which may include
    weekends.

              


      

    

    
       

      
        	
              	
                ii. 

              	
                Consultant
      shall serve as a member of the Company’s Scientific Advisory
      Board for at least one year from the date of this
    Agreement.

              


      

    

    
       

      
        
          	
                	
                  iii. 

                	
                  The
      Consultant may from time to time be unavailable to attend meetings or
      perform other consulting duties, due to other prior obligations including
      but not limited to teaching and other academic duties and attending
      scientific conferences, and such unavailability shall
      not be considered a breach of this Agreement if the Consultant gives the
      Company reasonable notice of such
  unavailability.

                


        

      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                3.

              	
                Cash
      Compensation.
      Consultant will receive cash compensation for his services
      hereunder as provided in the attached Schedule
  A.

              


      

    

    
       

      
        	
              	
                4.

              	
                Expenses.
      The Company will reimburse the Consultant for any actual expenses incurred
      by the Consultant while rendering services under this Agreement so long as
      the expenses in excess of $500 are pre-approved in writing by the Company
      and are reasonable and necessary. Such expenses shall include reasonable
      and necessary travel, lodging and meals in connection with services
      performed under this Agreement. Requests for reimbursement shall be in a
      form reasonably acceptable to the
Company.

              


      

    

    
       

      
        	
              	
                5.

              	
                Confidentiality
      and Noncompetition Provisions. Consultant agrees that
      some restrictions on his activities during and after his consulting
      service are necessary to protect the goodwill, Confidential Information
      (as hereinafter defined) and other legitimate interests of the
      Company:

              


      

    

    
       

      
        	
              	
                a. 

              	
                Proprietary
      Information. Consultant agrees to be bound by the
      following:

              


      

    

    
      


      
        	
              	
                i. 

              	
                The
      Consultant recognizes that in performance under this Agreement
      he
      will have contact with information of substantial value to the Company
      that is not generally known outside the Company and that gives the Company
      an advantage over its competitors who do not know or use it, including,
      but not limited to, techniques, designs, drawings, processes, inventions,
      developments, equipment, prototypes, slides, customer information and
      business, scientific and financial information relating to the business,
      products, practices or techniques of the Company. The Consultant agrees to
      regard and preserve as confidential such
  information.

              


      

    

    
       

      
        	
              	
                ii. 

              	
                The
      Consultant will not, at any time (except as authorized by the Company),
      divulge or disclose, directly or indirectly, to any person, firm,
      association or corporation other than bona fide employees of the Company
      or any affiliate of the Company, acting in that capacity, or use for his
      own benefit or gain or any purpose other than the performance of services
      hereunder, any Confidential Information (as hereinafter defined), of the
      Company or any of its affiliates. “Confidential Information” means any
      knowledge, or data concerning the business, technology or affairs of the
      Company or any affiliate of the Company including any inventions,
      discoveries, improvements, products, processes, technology, trade secrets,
      know-how, designs, formulas, or any other confidential material, data,
      information or instructions, technical or otherwise, owned by the Company
      or any affiliate of the Company.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      
        
          
            	
                  	
                    iii. 

                  	
                    All
      documents, data, records, apparatus, equipment and other physical property
      produced by the Consultant or others in connection with the Consultant’s
      activities pursuant to this Agreement or which are furnished to the
      Consultant by the Company shall be and remain the sole property of the
      Company and shall be returned promptly to the Company as and when
      requested by the
Company.

                  


          

        

      

    

    
       

      
        
          	
                	
                  b.

                	
                  The
      limitations imposed by this Section 5 shall not apply to (i) information
      which
      at the time of disclosure to Consultant is in the public domain or
      already
      possessed by the Consultant, (ii) information which becomes available
      to
      the public at any time, other than as a result of acts by the Consultant
      in violation
      of this Agreement, (iii) information which is lawfully required to be
      disclosed
      to any governmental agency or is otherwise required to be disclosed
      by
      law and (iv) information disclosed to the Consultant in good faith by
      a third
      party who has an independent right to such information and who
      discloses
      the same to the
Consultant.

                


        

      

    

    
       

      
        
          	
                	
                  c.

                	
                  Non-Disclosure of
      Third Party Proprietary Information. Consultant will not,
      during
      his consulting service with the Company under this Agreement, improperly
      use or disclose any proprietary information or trade secrets of any
      former
      or concurrent employer, or other person or entity with whom he has an
      agreement
      or duty to keep in confidence information acquired by him in confidence,
      if any.

                


        

         

      

    

    
      
        
          	
                	
                  d.

                	
                  Remedies.
      Consultant agrees that the Company shall, in addition to any other
      remedies
      available to it, be entitled to preliminary and permanent injunctive
      relief
      against any breach by Consultant of the covenants contained in this
      Section
      5, without having to post
bond.

                


        

      

    

    
       

      
        
          	
                	
                  6. 

                	
                  Inventions.

                


        

      

    

    
       

      
        
          	
                	
                  a.

                	
                  Subject
      to this Section 6, Consultant agrees that any Inventions (as defined
      below)
      shall be the property of the Company and its assigns and shall be
      treated
      as works made for hire. Consultant agrees to assign, and does hereby
      assign,
      to the Company all right, title and interest in and to all such
      Inventions.
      As used herein, “Inventions” includes all inventions, improvements,
      biological materials, know-how, data and other subject matter (whether
      or not patented or patentable, and including all intellectual property
      rights
      therein) developed, made, conceived, reduced to practice, discovered or
      learned
      by Consultant, solely or jointly with others, in the course of providing
      the
      Consulting Services.

                


        

      

    

    
       

      
        
          	
                	
                  b.

                	
                  Consultant
      agrees to assist the Company, or its designee, at the Company’s
      expense,
      in every proper way to secure the Company’s rights in any Invention
      and
      any intellectual property rights therein in any and all countries,
      including the
      disclosure to the Company of all pertinent information and data with
      respect
      thereto, the execution of all applications, specifications, oaths,
      assignments
      and all other instruments which the Company shall deem necessary in order
      to apply for and obtain such rights and in order to assign and convey to
      the Company, its successors, assigns and nominees the sole and exclusive
      rights, title and interest in and to such Inventions, and any intellectual
      property rights
therein.

                


        

      

    

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                7. 

              	
                Term
      and Termination.
      This Agreement shall be in effect for [one (1) year] commencing
      on the date hereof subject to earlier termination as set forth in this
      Section 7. The Company may terminate the Consultant’s service under this
      Agreement with or without Cause (as defined below) or Frustration of
      Purpose (as defined below) and the Consultant may terminate his service
      hereunder with or without Good Reason (as defined below), in each case on
      30 days’ prior written notice. Consultant’s services hereunder shall also
      terminate on his death or permanent
disability.

              


      

    

    
       

      
        
          	
                	
                  a.

                	
                  Upon
      termination of Consultant’s service with the Company for any reason,
      the
      Company shall have no further obligation to Consultant under this
      Agreement
      other than for amounts earned through the date of termination. No
      severance
      pay or other benefits of any kind will be
  provided.

                


        

      

    

    
       

      
        
          	
                	
                  b.

                	
                  The
      following shall constitute “Cause”: (i) any willful act of personal
      dishonesty,
      fraud or misrepresentation taken by the Consultant in connection
      with
      his responsibilities as a Consultant which was intended to result in
      substantial
      gain or personal enrichment of the Consultant at the expense of the
      Company
      and was materially and demonstrably injurious to the Company;
      (ii) the
      Consultant’s conviction of a felony on account of any act which was
      materially
      and demonstrably injurious to the Company; or (iii) the Consultant’s
      willful and continued failure to substantially perform his principal
      duties and obligations (other than any such failure resulting from
      incapacity
      due to physical or mental illness), which failure is not remedied in
      a
      reasonable period of time after receipt of written notice from the
      Company. For
      the purposes of this Section, no act or failure to act shall be considered
      “willful”
      unless done or omitted to be done in bad faith and without reasonable
      belief that the act or omission was in or not opposed to the best
      interests
      of the Company. The following shall constitute “Frustration of
      Purpose”:
      any change in University Policies which materially adversely affects
      Consultant’s ability to perform the services contemplated hereunder or
      to
      assign his rights in Inventions to the Company as provided for
      herein.

                


        

      

    

    
       

      
        
          	
                	
                  c.

                	
                  The
      following shall constitute “Good Reason” for termination: material
      breach
      by the Company of any provision of this Agreement which breach
      continues
      for more than ten (10) business days following written notice from
      Consultant
      to the Company setting forth in reasonable detail the nature of such
      breach.

                


        

         

      

    

    
      
        
          
            	
                  	
                    d.

                  	
                    The
      Agreement may be renewed for 30 day periods upon mutual agreement
      by
      the parties
hereto.

                  


          

        

      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                8.

              	
                No
      Conflict.
      Consultant represents that to the best of his knowledge and belief
      (a) his execution and delivery of, and performance of his expected
      duties under, this Agreement do not conflict with any other agreement to
      which he is a party or by which he is bound, including, without
      limitation, any agreement to keep in confidence proprietary information
      acquired by Consultant in confidence or trust prior to his retention as a
      consultant by the Company, and (b) he has not brought and will not bring
      with him to the Company or use in performance of his responsibilities at
      the Company any equipment, supplies, facility or trade secret information
      of any current or former employer which are not generally available to the
      public, unless he has obtained written authorization for their
      use.

              


      

    

    
       

      
        	
              	
                9. 

              	
                Representations
      and Indemnity.

              


      

    

    
       

      
        
          	
                	
                  a.

                	
                  Consultant
      hereby represents and warrants to the Company that there exist no
      actual,
      pending, threatened, or available claims (by the University, the United
      States
      Department of Veterans Affairs, or any other entity or individual with
      whom
      Consultant has been employed or for whom Consultant has performed
      services)
      of ownership or rights to any intellectual property owned or licensed
      by
      the Company.

                


        

      

    

    
       

      
        
          	
                	
                  b.

                	
                  Consultant
      hereby indemnifies, defends and holds harmless the Company,
      its affiliates
      and their respective officers, directors, employees and agents (each
      an
      “Indemnitee”) from and against any and all losses, damages, liabilities or
      expenses
      (including reasonable attorneys fees and other costs of defense) in
      connection
      with any and all actions, suits, claims or demands that may be
      brought
      or instituted against any Indemnitee by any third party based on,
      arising
      out of, or resulting from, any (a) breach by Consultant of his
      representations,
      warranties or covenants under this Agreement, (b) negligent act
      or omission, fraud, or the willful misconduct of Consultant in performing
      his
      obligations under this Agreement, or (c) the assertion of ownership or
      rights
      to any intellectual property owned licensed by the Company by the
      University,
      the United States Department of Veterans Affairs, or any other
      entity
      or individual with whom Consultant has been employed or for whom
      Consultant
      has performed services.

                


        

      

    

    
       

      
        	
              	
                10.

              	
                Independent
      Contractor.
      In rendering services to the Company, Consultant shall act as an
      independent contractor and not as an employee or agent of the
      Company.

              


      

    

    
       

      
        	
              	
                11.

              	
                Amendment. The provisions of this
      Agreement may be amended by the written agreement of the Company and
      Consultant.

              


      

    

    
       

      
        	
              	
                12.

              	
                Choice
      of Law.
      This Agreement shall be governed and construed in accordance with
      the internal laws of the State of New
Jersey.

              


      

       

    

    
      
        
          	
                	
                  13.

                	
                  Successors, etc. This Agreement shall
      be binding upon and shall inure to the benefit of the Company’s
      successors, transferees and assigns. The Company requires the personal
      services of Consultant hereunder, and Consultant may not assign this
      Agreement.

                


        

      

    

    
       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                14.

              	
                Execution
      of Counterparts.
      This Agreement may be executed in counterparts, each of which shall
      be deemed an original and all of which, when taken together, shall
      constitute one instrument.

              


      

    

    
       

      
        	
              	
                15.

              	
                Severability. In the event that any
      provision of this Agreement would, under applicable law, be invalid or
      unenforceable, such provision shall, to the extent permitted under
      applicable law, be construed by modifying or limiting it so as to be valid
      and enforceable to the maximum extent possible under applicable law. The
      provisions of this Agreement are severable, and in the event that any
      provision hereof should be held invalid or unenforceable in any respect,
      it shall not invalidate, render unenforceable or otherwise affect any
      other provision hereof.

              


      

    

    
       

      
        	
              	
                16.

              	
                Notices. Any and all notices,
      requests, demands and other communications provided for by this Agreement
      shall be in writing and shall be effective when delivered in person or
      five business days after deposit in the United States mail, postage
      prepaid, registered or certified, and addressed to Consultant at his
      address set forth above or, in the case of the Company, at its address set
      forth above, attention of President, or to such other address as either
      party may specify by notice to the
other.

              


      

    

    
       

      
        	
              	
                17.

              	
                Survivability. Upon expiration or
      termination of this Agreement, neither the Company nor Consultant will
      have any further obligations under this Agreement, except the obligations
      under sections 5 and 6 will
survive.

              


      

    

    
       

      
        	
              	
                18.

              	
                Entire
      Agreement.
      This Agreement constitutes the entire agreement between the parties
      hereto, and supersedes any and all prior or contemporaneous
      communications, agreements and understandings, written or oral, with
      respect to the terms and conditions of Consultant’s service to the
      Company, including without limitation the Existing
    Agreement.

              


      

    

    
       

      Remainder
of page left blank intentionally

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

    

    
      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed and
delivered by its duly authorized officer and Consultant has executed and
delivered this Agreement.

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	CORMEDIX
  INC.
	 	 	 
	
                                     

                                  	
                                    By:

                                  	/s/
      Bruce Cooper	 
	 	 	Name:
      Bruce Cooper, M.D.
	 	 	
                                    Title:   President
      &
CEO

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	CONSULTANT	 
	 	 	 	 
	
                                           

                                        	
                                           

                                        	 
	 	Sudhir V. Shah,
      M.D.	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      
        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

    

     

    
      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed and
delivered by its duly authorized officer and Consultant has executed and
delivered this Agreement.

       

    

    
      
        
          
            
              
                
                  
                    	 	CORMEDIX INC.	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	    
      	 
	 	 	Name:
      Bruce Cooper, M.D.	 
	 	 	
                            Title:   President
      & CEO

                          	 


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	CONSULTANT	 
	 	 	 	 
	   	
                                      /s/
      Sudhir V. Shah

                                    	 
	 	Sudhir V. Shah,
      M.D.	 


                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

        

      

    

    
      SCHEDULE
A

       

    

    
      Compensation


    

    
       

      Beginning
on the Effective Date and continuing until the Qualified Financing Date, $7,000
per month, payable monthly in advance on the first of each
month.

    

    
       

      Beginning
on the Qualified Financing Date, $12,000 per month, payable monthly in advance
on the first of each month.

    

    
       

      “Qualified
Financing Date” shall mean the earliest date after the Effective Date on which
the Company has consummated a sale of its equity securities (excluding
convertible debt instruments) or assets in a transaction or series of related
transactions with gross proceeds of at least $10,000,000 to the
Company.

       

      
        
          
          

        

        
          9