daviesconsultagreement120108.htm


    
      

    



    EXHIBIT
10.23

    CONSULTING
AGREEMENT

    


    


    This
Agreement is made effective as of December 1, 2008, by Applied NeuroSolutions,
Inc. (APNS), of 50 Lakeview Parkway, Suite 111, Vernon Hills,
IL  60061 (the “Company”) and Peter Davies, Ph.D. (the
“Consultant”).  This Agreement is an amendment to and supercedes
previous agreements between APNS (and its predecessor Molecular Geriatrics
Corporation) and Dr. Davies dated October 13, 1992, October 13, 1992 and January
31, 1994, January 31, 2003 and renewed most recently on December 5,
2005.

    


    The Field
of this Agreement shall be therapeutics for Alzheimer’s disease and precursor or
related conditions, including any applications in other
neurodegenerative diseases derived from the results of the research done
under this Agreement, and the diagnosis of Alzheimer’s disease and precursor or
related conditions and related proteins and reagents.

    


    The
Consultant has a background in neurodegenerative disease research and is willing
to provide services to the Company based on this background to assist, where
necessary, in the advancement of the Company’s research and development of its
Alzheimer’s disease (AD) diagnostic and therapeutic programs.  The
Company desires to have services provided by the Consultant.

    


    Therefore,
the parties agree as follows:

    


    1.         DESCRIPTION OF
SERVICES.  The Consultant may be requested to provide the
following services (collectively, the “Services”):

    
      	
              (a)

            	
              Assist
      in the implementation of an overall strategy for the development of the
      Company’s diagnostic and therapeutic
programs.

            


    

    
      	
              (b)

            	
              Develop
      necessary research tools as requested by the
  Company.

            


    

    
      	
              (c)

            	
              Interact
      with Company management, staff, consultants, investors, etc., where
      needed.

            


    

    


    2.         PERFORMANCE OF
SERVICES.  The manner in which the Services are to be performed
and the specific hours to be worked by the Consultant shall be determined by the
mutual agreement of the Company and the Consultant.

    


    3.         PAYMENT.  The
Company will pay a fee to the Consultant for the other Services described in
Section 1 of $9,000.00 per month in cash for the term of the
agreement.  Upon termination of this Agreement, payments under this
paragraph shall cease; provided, however, that the Consultant shall be entitled
to payments for periods or partial periods that occurred prior to the date of
termination and for which the Consultant has not yet been paid.

    


    4.         EXPENSE
REIMBURSEMENT.  The Consultant shall be entitled to
reimbursement from the Company for all “out-of-pocket” expenses incurred in the
course of the Consultant’s service to the Company.  Examples of such
expenses are out-of-town transportation, lodging, parking, meals, phone, faxes,
copying and postage.  The Consultant must obtain the approval of the
Company for any out-of-pocket expenses exceeding $500.00.

    


    
      
        
        

      

      
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    5.         TERM/TERMINATION.  This
Agreement shall be effective for a period of 36 months.  The Agreement
is cancelable by either party without cause upon 30 days written notice to the
other party.  Termination of this Agreement shall not affect any
rights or obligations which have accrued prior thereto.

    


    6.         RELATIONSHIP OF
PARTIES.  It is understood by the parties that the Consultant
is an independent contractor with respect to the Company, and not an employee of
the Company.  The Company will not provide fringe benefits, including
health insurance benefits, paid vacation, or any other employee benefit, for the
benefit of the Consultant.

    


    7.         DISCLOSURE.  The
Consultant is required to disclose any outside activities or interests,
including ownership or participation in the development of prior inventions,
that conflict or may conflict with the best interests of the
Company.  Prompt disclosure is required under this paragraph if the
activity or interest is related, directly or indirectly, to:

    -                 
a development program of the Company

    -          a product or
product line of the Company

    -          a
manufacturing process of the Company

    


    8.         OWNERSHIP.  Ownership
of any information, inventions, or discoveries (whether patentable or not),
improvements, innovations, suggestions, ideas, and reports, conceived,
developed, or reduced to practice by Consultant as a result of Consultant's
services under this Agreement, shall be governed by Paragraph 5.01 of Sponsored
Research Agreement between Albert Einstein College of Medicine (A.E.C.O.M.) and
Company, as amended.

    


    
      
        
        

      

      
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    9.         CONSULTANT
WARRANTIES.  Consultant warrants and represents that execution
and delivery hereof by Consultant and Consultant’s fulfillment of the terms of
this Agreement are not inconsistent with other contractual obligations
Consultant may have, or with the policies of the institution with which
Consultant is associated, including, but not limited to, policies regarding the
administration of grants and funded research. Consultant agrees that during the
term of this Agreement, Consultant shall not become employed by, nor perform
consulting services for, any person or entity reasonably determined by Company
to constitute a competitor in Company’s field of business. If this Agreement is
terminated by Company as a result of a breach hereof by Consultant, or is
terminated by Consultant prior to the expiration of the term hereof, then
Consultant shall not become employed by, nor perform consulting services for,
any person or entity reasonably determined by Company to constitute a competitor
in Company’s field of business for a period of one year after the termination,
which agreement shall survive the termination.

    


    10.         INJURIES.  The
Consultant waives any rights to recovery from the Company for any injuries that
the Consultant may sustain while performing services under this Agreement that
are not a result of the gross negligence of the Company.

    


    11.         ASSIGNMENT.  The
Consultant’s obligations under this Agreement may not be assigned or transferred
to any other person, firm, or corporation without the prior written consent of
the Company.  The Company may not assign this Agreement to a related
or affiliated company without the prior written consent of the
Consultant.

    


    12.         CONFIDENTIALITY.  The
Consultant shall exercise due care to prevent the unauthorized disclosure of
Confidential Information.  Confidential Information shall include all
information concerning the Company and the field disclosed to Consultant or
developed as a result of Consultant’s services under this Agreement, including,
without limitation, the ideas, processes, methods, formulae, discoveries,
inventions, procedures, techniques, software, designs, data and practices
employed by the Company, except any portion thereof which is in the public
domain or becomes part of the public domain through no breach by
Consultant.  Further, Consultant agrees not to use Confidential
Information for any purpose other than that indicated in this Agreement without
the Company’s prior written approval; response to which shall not be unduly
delayed.  Consultant agrees not to disclose any Confidential
Information to any third party unless specifically authorized by the Company, or
unless that party is bound by the same restrictions with respect to Confidential
Information as the Consultant.

    


    13.         UNAUTHORIZED DISCLOSURE OF
INFORMATION.  If it appears that the Consultant has disclosed
(or has threatened to disclose) Confidential Information in violation of this
Agreement, the Company shall be entitled to an injunction to restrain the
Consultant from disclosing, in whole or in part, such Confidential Information,
or from providing any services to any party to whom such Confidential
Information has been disclosed or may be disclosed.  The Company shall
not be prohibited by this provision from pursuing other remedies, including a
claim for losses and damages.

    


    14.         NOTICES.  All
notices required or permitted under this Agreement shall be in writing and shall
be deemed delivered when delivered in person or deposited in the United States
mail, postage prepaid, addressed as follows:

    


    IF for
the Company:

    


    Applied
NeuroSolutions, Inc.

    Ellen R.
Hoffing

    Chairman,
President and CEO

    50
Lakeview Parkway, Suite 111

    Vernon
Hills, IL  60061

    


    


    


    
      
        
        

      

      
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    IF for
the Consultant:

    


    Peter
Davies, Ph.D.

    40
Claremont Ave.

    Rye, NY
10580

    


    Such
addresses may be changed from time to time by either party by providing written
notice to the other in the manner set forth above.

    


    15.         ENTIRE
AGREEMENT.  This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written between the Company and the Consultant.  This
Agreement supersedes any prior written or oral agreements between the
parties.

    


    16.         AMENDMENT.  This
Agreement may be modified or amended if the amendment is made in writing and is
signed by both parties.

    


    17.         SEVERABILITY.  If
any provision of this Agreement shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and
enforceable.  If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.

    


    18.           WAIVER OF CONTRACTUAL
RIGHT.  The failure of either party to enforce any provision of
this Agreement shall not be construed as a waiver or limitation of that party’s
right to subsequently enforce and compel strict compliance with every provision
of this Agreement.

    


    19.           APPLICABLE
LAW.  This Agreement shall be governed by the laws of the State
of Illinois, USA.

    


    20.           CURRENCY.  All
amounts in this Agreement are in U.S. dollars and all transactions will be
settled in U.S. dollars.

    


    Party
receiving
services:                                                                                      Party providing
services:

    Applied
NeuroSolutions,
Inc.                                                                                        
Peter Davies, Ph.D.

    


    


    By:                                                                           
By:                                           

    Ellen R.
Hoffing                                                                                                 
Peter Davies, Ph.D.

    Chairman,
President &
CEO                                                                                             Consultant

    Applied
NeuroSolutions, Inc.

    


    
 

     

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