Blueprint





 





 



CONSULTING AGREEMENT

 


This Consulting Agreement (herein referred to
as "Agreement")
is made and entered into as of this
December 15, 2016 (the "Effective Date"),
by and between Monopar Therapeutics
Inc. (herein referred to as "Monopar"), a Delaware limited liability corporation, located
at corporation, located at 5 Revere Dr., Suite 200, Northbrook, IL
60062, and Kim.R. Tsuchimoto
(herein referred to as "TSUCHIMOTO") who resides at # (each herein
referred to as "Party" and collectively as "Parties").

 


 


RECITALS

 


 


WHEREAS, TSUCHIMOTO specializes in the field of
finance and strategy, including but not limited
to: pre-IPO readiness, internal and external financial
reporting, SEC and Nasdaq compliance, internal controls
, forecasting/budgeting; and

 


 


WHEREAS, Monopar
desires to contract with TSUCHIMOTO to provide certain consultation
services, as requested by Monopar, and TSUCHIMOTO wishes to
provide such services to Monopar, upon the terms and
conditions set forth below.

 


 


NOW, TIIEREFORE, in consideration of the premises
and mutual covenants contained herein, the Parties agree as
follows:

 


 

 





1. 

Consulting
Arrangement. TSUCHIMOTO agrees
to perform consulting services as described herein upon the terms
and conditions herein set forth.





 


 





2. 

Term of
Agreement. Subject to the
provision for early termination set forth below in
Section 5
of this Agreement, this Agreement
shall commence as of the Effective Date and shall continue for a
period of twelve (12) months from the Effective Date (the
"Term"). Either Party may terminate this Agreement without
cause with 10-days'
prior written
notice.





 


 

 





3. 

Duties of
TSUCHIMOTO.





 


 





3.1 

Specific
Duties. TSUCHIMOTO shall provide consulting services to
Monopar, such duties to include, managing finances and
accounting, investor and public relations, financial
reporting, preparation and management of public trading or listing,
SEC or other regulatory body financial reporting and compliance,
with such other specific requirements as Monopar may specify from
time to time during the Term (herein referred to as the
"Services").





 


 





3.2 

TSUCHIMOTO's
Obligations.
TSUCHIMOTO shall be diligent in the
performance of Services,
and be professional in her commitment
to meeting her obligations hereunder. TSUCHIMOTO represents and
warrants that TSUCHIMOTO is not party to any other existing
agreement, which any of them would prevent her from entering into
this Agreement or which would adversely affect
this Agreement. TSUCHIMOTO shall not perform Services for any other
individuals or entities in direct competition with Monopar, except
as provided for by mutual written agreement of the Parties.
TSUCHIMOTO shall not perform





 


 

                                                                                         


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services
for any party which would require or facilitate the unauthorized
disclosure of any confidential or proprietary information of
Monopar.

 


 

 





3.3 

Reporting.
TSUCHIMOTO will report to and liaise with Chandler Robinson,
M.D., and Christopher M. Starr, Ph.D. and/or any other
assigned Monopar employee or consultant as may be designated in
writing by Monopar.





 





3.4 

Compensation.
Monopar shall pay TSUCHIMOTO a cash retainer of $5,000 per month
not to exceed $60,000 for the period of this Agreement, unless
modified in writing by mutual agreement amongst the
Parties.





 


TSUCHIMOTO
shall not be reimbursed, and is responsible for the facilities and
equipment necessary to perform Services required under this
Agreement.

 




4.

Reimbursement of Other
Expenses. So long as Monopar's
prior approval has been obtained, Monopar shall promptly reimburse
TSUCHIMOTO for all direct expenses incurred in providing the
Services to Monopar pursuant to this Agreement, including travel,
meals and lodging. The invoice submitted by TSUCHIMOTO pursuant to
this Section
4 shall also include a detail
of all reimbursable expenses incurred during the period covered by
such invoice.





 





5. 

Termination of
Agreement - Failure to perform. In the event
that TSUCHIMOTO ceases to perform the Services or breaches its
obligations as required hereunder for any reason, Monopar shall
have the right to immediately terminate this Agreement upon notice
to TSUCHIMOTO and to enforce such other rights and remedies as it
may have as a result of said breach.





 





6. 

Certain
Liabilities. It is understood
and agreed that TSUCHIMOTO shall be acting as an independent
contractor and not as an agent or employee of, or partner, joint
venturer or in any other relationship with Monopar. TSUCHIMOTO will
be solely responsible for all her insurance, employment taxes, FICA
taxes and all obligations to governments or other organizations
arising out of this consulting assignment. TSUCHIMOTO acknowledges
that no income, social security or other taxes shall be withheld or
accrued by Monopar for TSUCHIMOTO's benefit. TSUCHIMOTO assumes all
risks and hazards encountered in the performance of duties under
this Agreement. Unless Monopar has provided prior written approval,
TSUCHIMOTO shall not use any sub-contractors to perform
TSUCHIMOTO's obligations hereunder. TSUCHIMOTO shall be solely
responsible for any and all injuries, including death, to all
persons and any and all loss or damage to property, which may
result from performance under this Agreement.





 





7. 

Indemnities.
TSUCHIMOTO hereby agrees to indemnify Monopar and hold Monopar
harmless from and against all claims (whether asserted by a person,
firm, entity or governmental unit or otherwise), liabilities,
losses, damages, expenses, charges and fees which Monopar may
sustain or incur arising out of or attributable to any breach,
gross negligence or willful misconduct by TSUCHIMOTO, as
applicable, in the performance under this Agreement. Monopar hereby
agrees to indemnify TSUCHIMOTO and hold TSUCHIMOTO harmless from
and against all liabilities, losses, damages, expenses, charges and
fees which TSUCHIMOTO may sustain or incur by reason of any claim
which






 

 

                                                                                             


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may be asserted against TSUCHIMOTO by any person,
firm, corporation or governmental unit and which may arise out of
or be attributable to
any gross negligence or willful
misconduct by Monopar or its employees or contractors, as
applicable, in the performance of this
Agreement.

 


 





8. 

Warranties.
The Services shall be performed in a professional manner,
consistent with industry standards. In performing the Services,
TSUCHIMOTO shall not make any unauthorized use of any confidential
or proprietary information of any other party or infringe the
intellectual property rights of any other party.
·





 


 





9. 

Arbitration.
Any controversy or claim between Monopar and TSUCHIMOTO arising out
of or relating to this Agreement, or the breach thereof, shall be
submitted to arbitration in accordance with the rules of the
American Arbitration Association. The site of the arbitration shall
be Chicago, Illinois, and except as provided herein the arbitration
shall be conducted in accordance with the Rules of the American
Arbitration Association prevailing at the time the demand for
arbitration is made hereunder. At least one member of the
arbitration panel shall be a financial expert knowledgeable in the
area of biopharmaceutical corporate compliance. Judgment upon any
award rendered by the arbitrator(s) may be entered in any court of
competent jurisdiction and shall be binding and final. The cost of
arbitration shall be borne by the losing Party, as determined by
the arbitrator(s).





 





10. 

Confidential
Information. TSUCHIMOTO has
executed the attached confidential disclosure agreement referenced
herein as Appendix A prior to commencement of the Services. TSUCHIMOTO
hereby represents and warrants that the obligations thereunder
shall be binding.





 


 





11. 

Inventions.
TSUCHIMOTO agrees that all ideas, developments, suggestions and
inventions conceived or reduced to practice arising out of or
during the course of performance under this Agreement shall be the
exclusive property of Monopar and shall be promptly communicated
and assigned to Monopar. TSUCHIMOTO shall require any employees of
or other parties contracted by TSUCHIMOTO to disclose the same to
TSUCHIMOTO and to be bound by the provisions of this paragraph.
During the period of this Agreement and thereafter at any
reasonable time when called upon to do so by Monopar, TSUCHIMOTO
shall require any employees of or other parties contracted by
TSUCHIMOTO to execute patent applications, assignments to Monopar
(or any designee of Monopar ) and other papers and to perform acts
which Monopar believes necessary to secure to Monopar full
protection and ownership of the rights in and to the services
performed by TSUCHIMOTO and/or for the preparation, filing and
prosecution of applications for patents or inventions made by any
employees of or other parties contracted by TSUCHIMOTO hereunder.
The decision to file patent applications on inventions made by any
employees of or other parties contracted by TSUCHIMOTO shall be
made by Monopar and shall be for such countries, as Monopar shall
elect. Monopar agrees to bear all the expense in connection with
the preparation, filing and prosecution of applications for patents
and for all matters provided in this paragraph requiring the time
and/or assistance of TSUCHIMOTO as to such
inventions.





 


 

 





12. 

Miscellaneous.






 

                                                  


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12.l Notice.
Any notices to be given hereunder by either Party to the other may
be effectuated, in writing, by personal delivery or by mail,
registered or certified, postage prepaid, with return receipt
requested. Mailed notices shall be addressed to the parties at the
following addresses:

 


 


If to
Monopar:                                           
Monopar Therapeutics Inc.


   
           
           
           
           
           
           
       
     5 Revere Dr., Suite
200


    
           
           
           
           
           
           
           
Northbrook, IL, 60062


        Attention:
Chandler Robinson, MD MBA MSc


           
Email: #


 

 


 


If to
TSUCHIMOTO:                               
Kim R. Tsuchimoto

#


 
Email: #

 


 


or at such other addresses as either Monopar or
TSUCHIMOTO may designate by written notice to each other. Notices
delivered personally shall be deemed duly given on the date of
actual receipt;
mailed notices shall be deemed duly
given as of the fourth day after the date so
mailed.

 


 





12.2 

Waiver of
Breach. The waiver by either
Party to a breach of any provision in this Agreement cannot operate
or be construed as a waiver of any subsequent breach by either
Party. ·





 


 





12.3 

Severability.
If any provision of this Agreement is
determined by a court of competent jurisdiction to be invalid or
unenforceable, that provision shall be deemed modified to the
extent necessary to make it valid or enforceable, or if it
cannot be so modified, then severed, and the remainder of the
Agreement shall continue in full force and effect as if the
Agreement had been signed with the invalid portion so modified or
severed.





 


 





12.4 

Choice of
Law. This Agreement has been
made and entered into in the State of Illinois, and the laws of
such state, excluding its choice of law rules, shall govern the
validity and interpretation of this Agreement and the performance
due hereunder. The losing party in any dispute hereunder shall pay
the attorneys' fees
and disbursements of the prevailing
party.





 


 





12.5 

Integration.
The drafting, execution and delivery of this Agreement by the
Parties have been induced by no representations, statements,
warranties or agreements other than those expressed herein. This
Agreement embodies the entire understanding of the Parties, and
there are no further or other agreements or understandings, written
or oral, in effect between the Parties relating to the subject
matter hereof unless expressly referred to
herein.






 


 


 

 


 

                                                                                                     


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12.6 

Modification.
This Agreement may not be modified unless such is in writing and
signed by both Parties to this Agreement.





 





12.7 

Assignment.
TSUCHIMOTO shall not be permitted to assign this Agreement to any
other person or entity without the prior written consent of
Monopar. TSUCHIMOTO hereby agrees that Monopar shall be permitted
to assign this Agreement to any affiliate of Monopar. This
Agreement shall be binding upon and shall inure to the benefit of
the successors and permitted assigns of the
parties.





 





12.8 

Survival.
The provisions of Sections 7, 8, 9, 10, and 11 shall survive expiration or termination of this
Agreement for any reason. Expiration or termination of this
Agreement shall not affect Monopar's obligations to pay any amounts
that may then be due to TSUCHIMOTO.






 

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first above written.

 


 


ACCEPTED
AND AGREED TO:


 


 


Kim
R. Tsuchimoto

 


 

 


 

 



/s/ Kim R. Tsuchimoto

   Kim R.
Tsuchimoto




MONOPAR THERAPEUTICS INC.


 


 

 


 

 



/s/ Chandler Robinson


BY:
CHANDLER ROBINSON


ITS:
CHIEF EXECUTIVE OFFICER




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 



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APPENDIX
A

 


See
executed CDA attached


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 





 

 -6-

                    















 








 






 



MONOPARTHERAPEUTICS LLC



CONFIDENTIAL DISCLOSURE AGREEMENT

 


 


AGREEMENT
between Kim Tsuchimoto ('' Recipient”) ) and Monopar
Therapeutics LLC (“Monopar").

 


 

 


For purposes of this Agreement, the term
"Recipient'' shall include, individually and/or collectively the
partners, directors. officers, employees, agents, and/or
representatives of Kim Tsuchimoto.

 


 


In
consideration for the mutual agreements contained herein and the
other provisions of this Agreement, the receipt of which is hereby
acknowledged by the parties. the parties hereto agree as
follows:

 


I. Scope of Confidential
Information

 


 


·'Confidential
Information" means, subject to the other provisions of this
Section:

 


 


(a)
all information, whether oral or written, disclosed by Monopar that
is described in Schedule A under "Description of Confidential
Information” Confidential Information may relate to the
activities or property of Monopar or any of Monopar's members.
directors, officers, employees, consultants, agents,
representatives or affiliated entities (collectively,
·'Associated Persons"); and

 


( )
any written material prepared by Recipient or Recipient's
partners,

 


directors,
officers, employees, agents, representatives or affiliated entities
(collectively, ''Associated Persons") containing any other Monopar
Confidential Information.

 


 


·'Confidential
Information'' does not include information that: (i) was available
to Recipient (free of any confidentiality obligation in favor of
Monopar) prior to disclosure of such information by Monopar to
Recipient; (ii) is made available to Recipient from a third party
which (at the time of such availability) was not, to Recipient's
knowledge, subject to a confidentiality obligation with respect to
such information; (iii) is made available to third parties by
Monopar without restriction on the disclosure of such information,
(iv) is or becomes available to the public on or after the date of
this Agreement (other than as a result of disclosure prohibited by
any confidentiality obligation contained herein): or (v) is
developed independently by Recipient or its Associated Persons
without


intended
disclosure or (ii) if prior notice is not permitted or practicable
under the circumstances, prompt notice of such
disclosure.

 





3.


Certain Right s and Limitations






 


(a)            All
Confidential Information shall remain the property of Monopar. The
provision of Confidential Information hereunder shall not transfer
any right, title or interest in such information to Recipient.
Monopar does not gram any express or implied right to Recipient to
or under Monopar's patents, copyrights, trademarks. trade secret
information or other proprietary rights.

 


 


(b)            Recipient
agrees to adhere to all applicable laws and regulations relating to
the export of technical data received hereunder.

 


(c)            This
Agreement imposes no obligations on either party to purchase, sell,
license, transfer or otherwise transact in any technology, services
or products. This Agreement does not create any agency or
partnership relationship between the parties hereto.

 





4. 


Remedies





 


 


(a)            Upon
Monopar's reasonable request, Recipient agrees to return promptly
to Monopar all Confidential Information that is in writing and in
the possession of Recipient and, upon written request, to certify
the return or destruction (at Monopar's option) of all Confidential
Information.


 


(b)            Recipient
agrees that monetary damages may not be an adequate remedy for
improper disclosure or use of Confidential Information, that
Monopar, upon breach of this contract, shall be entitled to such
injunctive or equitable relief as may be deemed proper by a court
of competent jurisdiction, without waiving any other right or
remedy, and that Recipient shall not resist an application for such
relief on the ground that Monopar has an adequate remedy at
law.

 





5. 


Miscellane o us





 


(a)
Except where expressly indicated otherwise, the words 
"written" or





reference
to the Confidential Information.

 


 


Recipient
agrees that it will not disclose to Monopar or to any of its
employees or consultants any confidential. proprietary,
patented.

 


copyrighted,
or trade secret information, or any other form of protectable
intellectual property, regardless of whether such information is
the property of Recipient itself or of some other individual or
organization.

 



2. Use and Disclosure of Confidential Information

 


 


(a)          Recipient
agrees: (i) to preserve the confidentiality of Confidential
Information; (ii) to use and/or permit the use of Confidential
information onyr for the purpose of, and to the extent necessary
for, evaluating a business relat1onsh1p between the parties and, if
such a relationship is consummated, carrying out such relationship:
(iii) to disclose Confidential Information to, and to permit the
use of Confidential Information by, only such persons within
Recipient who Recipient reasonably determines need to know such
information in connection with the activities described in (ii)
above; and (iv) to use reasonable care to maintain the
confidentiality of Confidential (information, provided that such
care hall be at least as great as the precautions taken by
Recipient to protect its own confidential and/or proprietary
information.

 


(b)            Notwithstanding
anything to the contrary herein, Recipient is free to make (and
this Agreement does not restrict) disclosure of any Confidential
Information in a judicial, legislative, or administrative
investigation .or proceeding or to a government or other
regulatory agency;
provided that, to the extent permitted by, and practicable under,
the circumstances, Recipient provides to Monopar (i) prior notice
of the


 




 

"in
writing" shall include, but not be limited to, written or
printed





 


documents,
electronic and facsimile transmissions and computer disks or tapes
(whether machine or user readable).

 

(b) In
the event that any one or more of the provisions of this Agreement
will for any reason be held to be invalid, illegal or unenforceable
by a court of competent jurisdiction, the remaining provisions of
this

 


Agreement
will be unimpaired, and the invalid, illegal or unenforceable
pr?v1s1on will be replaced by a mutually acceptable provision,
which being valid, legal or enforceable, comes closest to the
intention of the parties underlying the invalid, illegal or
unenforceable provision.

 




(c)

No
amendment or alteration of the terms of this Agreement shall
be






effective
unless made in writing and executed by both parties
hereto.

 


 

 


(d)            A
failure or delay in exercising any right in respect of this
Agreement will not be presumed to operate as a waiver, and a single
or partial exercise of any right will! not be presumed to preclude
any subsequent or further exercise of that right or the exercise of
any other right. Any

 


modification
or waive of any provision of this Agreement shall not be effective
unless made in writing. Any such waiver shall be effective only in
the specific instance and for the purpose given.

 


This Agreement and its
enforcement shall be governed by and construed in accordance with,
the laws of the State of Illinois without regard to
conflicts-of-law principles.




 


 

 


 

 


(SIGNATURE
PAGE FOLLOWS]




 








 





 


IN
WITNESS WHEREOF. the parties hereto have executed this
Agreement.


 

 


 

·'RECIPIENT'"                                                                                                                                                                                                     
' MONOPAR"


 


 

 



/s/ Kim R. Tsuchimoto



By Kim
R. Tsuchimoto



Title: Individual

 


 

 


Date:
April 21, 2015

 


Notices hereunder shall be sent to: #


 

 


Monopar Therapeutics LLC

 


By: /s/ Chandler D.
Robinson


Name:
Chandler D. Robinson


Date:
April 21, 2015

 


Notices hereunder shall be sent to:
#

 


 




 


 

 



SCHEDULE A

 


 


Description of Confidential Information Disclosed
by Monopar:

 


(a) The
identity of the projects and compounds that Monopar
is researching;
(b) the
methods of research and research collaborators being used to pursue these projects and
compounds; (c) the (known or
putative) mechanism of
action of any of these
compounds; (d) any techniques used by Monopar to discover,
develop, produce, purify, or test any of these
compounds; and (e) any
non-public scientific, business,
or financial information pertaining to Monopar, its
projects, or
compounds, including all documents and
agreements already signed
or currently being negotiated
with Cancer Research UK and
Cancer Research Technology).