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 corporation, located
at 5 Revere Dr., Suite 200, Northbrook,
IL 60062, and
pRx Consulting, LLC
(herein referred to
as pRx),
a Delaware corporation located at #
(each herein referred to as 'Party' and collectively as "Parties'').

 


 

 


                                                          
RECITALS

 


WHEREAS. pRx
specializes in the
field of clinical development, including
but not
limited to:
clinical trial
design, statistical modeling, clinical operations, regulatory
strategy and
investor due diligence.

 


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

 


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

 




1.

Consulting
Arrangement. pRx
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 six (6) months from the Effective Date (the
"Term"). Either Party may terminate this Agreement
without cause with
10-days' prior
written notice.





 


 





3. 

Duties
of
pRx.





 


 





3.1 

Specific
Duties. pRx
shall provide consulting services to
Monopar, such duties to
include clinical trial design, statistical modeling , clinical
operations oversight, regulatory strategy and
investor due diligence with such other specific
requirements as
Monopar may specify from time to time
during the Term
(herein referred to as the "Services ").





 


 





3.2 

pRx's
Obligations.
pRx shall be
diligent in the performance of
Services, and be
professional in its commitment to meeting
its obligations
hereunder. pRx
represents and warrants that pRx
is not party to any other existing
agreement, which any
of them would prevent
pRx from entering into this Agreement or
which would adversely
affect this Agreement. pRx 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. pRx shall not
perform services
for any party
which would require or
facilitate the unauthorized
disclosure of any
confidential or proprietary
information of
Monopar.






 


 




 








 





 




3.3

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





 


 





3.4 

Compensation. Monopar
shall pay pRx as follows:





 


 

a.          Five
thousand dollars ($5,000) per
month in arrears payable on 15-Jan-2017, 15-Feb- 2017, 15-Mar-201,715-Apr-2017. 15-May-2017 and
15-Jun-2017.

 


b.         Upon
approval of the Monopar Board of
Directors, Dr. P. Rioux. president of pRx Consulting, LLC shall be granted stock options
to purchase up to 100 shares of
Monopar's common
stock at an exercise price
of $0.001 (representing
Monopar's par value
of its common stock).
Such stock option shall vest
as follows: on
January 15, 2017,
options to purchase up
to 17 shares;
on February 15,
2017, options to purchase up to 16 shares; on
March 15, 2017, options
to purchase up to 17
shares; on April 15,
2017, options to purchase up to
16 shares; on May 15,
2017, options to
purchase up to 17 shares; and on
June 15, 2017
options to purchase up
to 17 shares of
Monopar's common stock.
Such vesting shall terminate upon the termination of
this Agreement. The number of shares, the
exercise price thereof and the rights granted under this Agreement
are subject to adjustment and modification as provided in the
Monopar Therapeutics Inc. 2016
Stock Incentive Plan.

 


 


pRx 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 pR.x for all direct expenses incurred in providing the Services
to Monopar pursuant to
this Agreement, including
travel, meals and lodging. The invoice submitted
by pR.x 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
pR.x 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 pRx
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 pRx
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. pRx will be solely responsible for all
insurance, employment
taxes, FICA taxes and all obligations to governments or
other organizations for it and its employees
arising out of this
consulting assignment.
pRx acknowledges that no income,
social security or other taxes
shall be withheld
or accrued by Monopar for pRx' s
or its employees' benefit. pRx assumes all risks and hazards encountered in
the performance of
duties by it or its employees under this Agreement. Unless Monopar has provided prior written
approval, pRx
shall not use any sub-contractors to perform pRx'
s obligations
hereunder. pRx shall be solely
responsible for any and
all injuries, including death, to
all






 


 

 


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persons and any and all loss or damage to
property, which may
result from performance under this Agreement.

 


 





7. 

Indemnities.
pRx 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 pRx or
its employees
or contractors, as
applicable, in the
performance under this Agreement. Monopar hereby
agrees to indemnify pRx and hold pRx. harmless
from and against all liabilities , losses.
damages, expenses,
charges and fees
which pRx may sustain or incur by reason of any claim which may be asserted
against pRx 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, neither pR.x nor any of its employees
shall 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 pRx 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, IL, 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 an expert knowledgeable in the area of
biopharmaceutical clinical development. 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. pRx has executed the attached confidential disclosure
agreement referenced herein as Appendix A prior to commencement of the Services. pRx hereby
represents and warrants that the obligations thereunder shall be
binding upon it and its employees, and that it shall obtain written
commitments from such employees thereto.





 


 





11. 

Inventions.
pRx agrees that all ideas, developments, suggestions and inventions which an
employee or other parties contracted conceive or reduce 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. pRx
shall require any employees of or other parties
contracted by pRx to disclose the same to pRx 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,
pRx shall require any employees of or
other parties contracted by pRx 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 pRx and/or for the
preparation,





 


   
           
           
           
           
           
           
           
           
           
           
           
           
           
           
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filing and prosecution of applications for patents or inventions made by any
employees of
or other parties contracted by
pRx hereunder. The decision to file patent applications on inventions made by any employees of
or other parties contracted by pRx 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 pRx
as to such
inventions.

 


 

 





12. 

Miscellaneous.





 


 





12.1 

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., Suite200


   
           
           
           
           
           
   Northbrook, IL, 60062


       
           
           
           
           
          
Attention: Chandler
Robinson, MD MBA
MSc


       
           
           
           
           
           Email:
#


 

If to pRx:         
           
           
           
    pRx Consulting

                                                                   
#


       
           
           
           
           
           Attention:
Patrice Rioux, MD, PhD


       
           
           
           
           
           Email:
#

 


 


or at such other
addresses as either Monopar or pRx 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






 

 


 


       
           
           
           
           
           
           
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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.






 





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. pRx
shall not be permitted to assign this
Agreement to any other person or entity without the prior written consent of Monopar. pRx
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 pRx.






 

 


 


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

 


 

 


ACCEPTED
AND AGREED TO:


 


 


PRx CONSULTING, LLC


 


 

 


    /s/
Patrice Rioux


BY:
PATRICE RIOUX, MD, PhD


    ITS:
PRESIDENT


 


 


 


 


 


 


 


 


 


 


 

 


 


MONOPAR
THERAPEUTICS INC.


 


 

 



/s/ Chandler Robinson


BY:CHANDLER
ROBINSON


ITS: CHIEF EXECUTIVE OFFICER


 


 


 


 


 


 


 

 





 


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APPENDIX A

 


 


See executed CDA
attached


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


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