Exhibit
10.2


 


ALLOS THERAPEUTICS, INC.


CONSULTANT AGREEMENT FOR


Michael E. Hart


 


This Consultant
Agreement (“Agreement”) is
entered into by and between Michael E. Hart, an individual (“Consultant”), and Allos Therapeutics, Inc., a Delaware
corporation (the “Company”), effective
as of May 10, 2006 (“Effective Date”).


 


Whereas, the
Company is a biopharmaceutical company currently focused on developing and
commercializing three innovative drugs for the treatment of cancer: EFAPROXYNTM
(efaproxiral), PDX (pralatrexate) and RH1 (collectively, the “Products”);


 


Whereas, Consultant,
having been involved with the Company since 1999 and serving as its President
and Chief Executive Officer from 2001 to 2006, is a significant source of historical
knowledge regarding the Company’s operations and corporate development
strategies;


 


Whereas,
Consultant and the Company are parties to that certain Separation Agreement
dated as of March 1, 2006, and amended as of March 9, 2006 and May 10, 2006, pursuant
to which Consultant has resigned from his positions as President and Chief
Executive Officer of the Company (the “Separation Agreement”);


 


Whereas, pursuant
to Section 1(d) of the Separation Agreement, the parties have agreed that Consultant
shall be retained as a Consultant commencing as of the date that Consultant
ceases to serve as a member of the Company’s Board of Directors until December
31, 2007 to allow the Company to retain the benefit of Consultant’s knowledge; and


 


Whereas, Consultant
has tendered his resignation as a director effective immediately prior to the
Company’s 2006 annual meeting of stockholders to be held on May 10, 2006 and
the parties hereby desire to mutually agree upon the terms and conditions of
Consultant’s consulting relationship with the Company.


 


Now, Therefore,
in consideration of the mutual promises and covenants contained herein, it is
agreed by and between the parties as follows:


 


1.                                      Consulting Relationship.


 


1.1                               Consulting Services.  As part of the services provided by Consultant to the
Company pursuant to this Agreement, Consultant shall:


 


(a)                                  Advise and assist the Company with
corporate development projects and activities;


 


(b)                                  Perform such other services which relate
to Consultant’s areas of expertise and which the Company’s executive officers
believe would be beneficial to the Company (collectively, the “Consulting Services”).


 


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1.2                               Performance.  Consultant agrees to provide an average of at least 10
hours of Consulting Services per month. The Consulting Services will generally
not exceed 20 hours per month, although the time commitment required during any
specific monthly period may vary from the time commitment required in other
periods. Consultant will render the Consulting Services to the best of his
ability. Consultant will submit monthly project summaries to the Company
identifying the Consulting Services provided and the amount of hours utilized
to perform the Consulting Services. The manner and means by which Consultant
chooses to perform the Consulting Services are in Consultant’s sole discretion
and control. Consultant agrees to exercise the highest degree of
professionalism, and to utilize his best efforts, skills, expertise and
creative talents in performing such Consulting Services. In performing
Consulting Services, Consultant agrees to provide his own equipment, tools and
other materials. Consultant shall perform his Consulting Services in a timely
and professional manner consistent with industry standards. Consultant agrees
to provide the Consulting Services at the times reasonably requested by the
Company; provided that, the
Company will reasonably cooperate with Consultant in the event that he has
conflicts in connection with other obligations, whether such obligations are
work related or personal. Consultant may not subcontract or otherwise delegate
his obligations under this Agreement without the Company’s prior written
consent. 


 


2.                                      Compensation.


 


2.1                               Compensation.  Consultant acknowledges and agrees that the payments
being made to him and the benefits being provided to him under the Separation
Agreement are partially in consideration of his agreement to provide the
Consulting Services hereunder and that Consultant shall not be entitled to any
additional compensation or benefits in connection with the performance of such
Consulting Services.


 


2.2                               Expenses.  Consultant shall receive, against presentation of
proper receipts and vouchers, reimbursement for direct and reasonable
out-of-pocket expenses incurred by him in connection with the performance of
services hereunder, according to the policies of the Company.


 


3.                                      Independent Contractor Status.


 


Consultant’s relationship with the Company will be
that of an independent contractor and nothing in this Agreement should be
construed to create a partnership, joint venture, or employer-employee
relationship. Consultant is not the agent of the Company and is not authorized
to make any representation, contract, or commitment on behalf of the Company. Consultant
will not be entitled to any of the benefits which the Company may make
available to its employees. Notwithstanding the foregoing, the Company will
withhold income and employment taxes from all payments made under the
Separation Agreement and will report all such amounts as wages to Consultant on
Form W-2. Because Consultant is an independent contractor, the Company will not
make unemployment insurance or disability insurance contributions; or obtain
workers’ compensation insurance on Consultant’s behalf. Further, Consultant
acknowledges and agrees that the Company will withhold income and employment
taxes upon any exercise of a stock option by Consultant, and no shares will be
issued pursuant to any such exercise unless and until Consultant fully
reimburses the Company for such taxes either


 


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via withholding from payments otherwise due Consultant
or by a cash payment from Consultant (or Consultant’s broker) to the Company.


 


4.                                      Proprietary Information Obligations.


 


4.1                               Proprietary Information.  Consultant agrees during the Consulting Period and
thereafter that he will take all steps reasonably necessary to hold the
Company’s Proprietary Information in trust and confidence, will not use
Proprietary Information in any manner or for any purpose not expressly set
forth in this Agreement, and will not disclose any such Proprietary Information
to any third party without first obtaining the Company’s express written
consent on a case-by-case basis. By way of illustration, but not limitation, “Proprietary Information” includes (a) the Company’s
technology, including, but not limited to, discoveries, inventions, research
and development efforts, data, software, trade secrets, processes, samples,
media, gene sequences and/or cell lines (and procedures and formulations for
producing any such samples, media, gene sequences and/or cell lines), mask
works, chemical compounds, biological materials, vectors, viruses, assays,
plasmids, formulas, methods, product and know-how and show-how; and all
derivatives, improvements, additions, modifications, and enhancements to any of
the foregoing, including any such information or material created or developed
by Consultant under this Agreement (hereinafter collectively referred to as “Developments”); and (b) information regarding plans for
research, development, new products, marketing and selling, merchandising,
business plans, budgets and unpublished financial statements, licenses, prices
and costs, suppliers and customers; and (c) information regarding the
skills and compensation of employees and contractors of the Company. Notwithstanding
the other provisions of this Agreement, nothing received by Consultant will be
considered to be Company Proprietary Information if (i) it has been
published or is otherwise readily available to the public other than by a
breach of this Agreement; (ii) it has been rightfully received by
Consultant from a third party without confidential limitations; (iii) it
has been independently developed for Consultant by personnel or agents having
no access to Company Proprietary Information; or (iv) it was known to
Consultant prior to its first receipt from the Company.


 


4.2                               Third Party Information.  Consultant understands that the Company
has received and will in the future receive from third parties confidential or
proprietary information (“Third Party Information”)
subject to a duty on the Company’s part to maintain the confidentiality of such
information and use it only for certain limited purposes. Consultant agrees to
hold Third Party Information in confidence and not to disclose to anyone (other
than the Company personnel who need to know such information in connection with
their work for the Company) or to use, except in connection with Consultant’s
work for the Company, Third Party Information unless expressly authorized in
writing by an officer of the Company.


 


4.3                               No Conflict of Interest.  Consultant agrees during the term of this Agreement
not to accept work or enter into a contract or accept an obligation inconsistent
or incompatible with Consultant’s obligations under this Agreement or the scope
of services rendered for the Company. Consultant warrants that to the best of
his knowledge, there is no other existing contract or duty on Consultant’s part
inconsistent with this Agreement, unless a copy of such contract or a
description of such duty is attached to this Agreement as Exhibit B.
Consultant further agrees not to disclose to the Company, or bring onto the
Company’s premises, or induce 


 


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the Company to use any confidential information that
belongs to anyone other than the Company or Consultant.


 


4.4                               Disclosure of Work Product.  As used in this Agreement, the term “Work Product” means any development, whether or not
patentable, and all related know-how, designs, trademarks, formulae, processes,
manufacturing techniques, trade secrets, ideas, artwork or other copyrightable
or patentable works. Consultant agrees to disclose promptly in writing to the
Company, or any person designated by the Company, all Work Product which is
solely or jointly conceived, made, reduced to practice, or learned by
Consultant in the course of any work performed for the Company (“Company Work Product”). Consultant represents that any Work
Product relating to Products or to the Company’s business which Consultant has
made, conceived or reduced to practice as of the Effective Date that is not
otherwise subject to assignment to the Company under the Consultant’s
previously executed Confidentiality/Non-solicitation/Non-Compete
Agreement attached hereto as Exhibit A (“Prior Work Product”) has been disclosed in writing to the
Company and attached to this Agreement as Exhibit C. If
disclosure of any such Prior Work Product would cause Consultant to violate any
prior confidentiality agreement, Consultant understands that he is not to list
such Prior Work Product in Exhibit C
but he will disclose a cursory name for each such invention, a listing of
the party(ies) to whom it belongs, and the fact that full disclosure as to such
Prior Work Product has not been made for that reason. A space is provided in Exhibit C for such purpose.


 


4.5                               Ownership of Work Product.  Consultant agrees that any and all developments
conceived, written, created or first reduced to practice in the performance of
Consulting Services shall be the sole and exclusive property of the Company.


 


4.6                               Assignment of the Company Work
Product.  Consultant irrevocably assigns to the Company all
right, title and interest worldwide in and to Company Work Product and all
applicable intellectual property rights related to Company Work Product,
including without limitation, copyrights, trademarks, trade secrets, patents,
moral rights, contract and licensing rights (the “Proprietary
Rights”). Except as set forth below, Consultant retains no rights to
use Company Work Product and agrees not to challenge the validity of the
Company’s ownership in Company Work Product. Consultant hereby grants to the
Company a non-exclusive, royalty-free, irrevocable and world-wide right, with
rights to sublicense through multiple tiers of sublicensees, to distribute,
reproduce, make derivative works of, publicly perform, and publicly display in
any form or medium, whether now known or later developed, make, have made, use,
sell, import and offer for sale any Prior Work Product incorporated or used in
Company Work Product for the purpose of developing and marketing Company
products, but not for the purpose of marketing Prior Work Products separate
from Company products.


 


4.7                               Waiver or Assignment of Other
Rights.  If Consultant has any rights to Company Work Product
that cannot be assigned to the Company, Consultant unconditionally and
irrevocably waives the enforcement of such rights, and all claims and causes of
action of any kind against the Company with respect to such rights, and agrees,
at the Company’s request and expense, to consent to and join in any action to
enforce such rights. If Consultant has any right to Company Work Product that
cannot be assigned to the Company or waived by Consultant, Consultant
unconditionally and irrevocably grants to the Company during the term of such
rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and
royalty-free license, with


 


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rights to sublicense through multiple levels of
sublicensees, to reproduce, create derivative works of, distribute, publicly
perform and publicly display by all means now known or later developed, such
rights.


 


4.8                               Assistance.  Consultant agrees to cooperate with the Company or its
designee(s), both during and after the term of this Agreement, in the
procurement and maintenance of the Company’s rights in Company Work Product and
to execute, when requested, any other documents deemed necessary by the Company
to carry out the purpose of this Agreement. Consultant agrees to execute upon
the Company’s request a signed transfer of copyright to the Company in the form
attached to this Agreement as Exhibit D
for all Company Work Product subject to copyright protection, including,
without limitation, notes, sketches, drawings and reports.


 


4.9                               Enforcement of Proprietary Rights.
 Consultant will assist the Company in every proper way
to obtain, and from time to time enforce, United States and foreign Proprietary
Rights relating to Company Work Product in any and all countries. To that end
Consultant will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such Proprietary Rights and the assignment thereof. In addition,
Consultant will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee. Consultant’s obligation to assist the
Company with respect to Proprietary Rights relating to such Company Work
Product in any and all countries shall continue beyond the termination of this
Agreement, but the Company shall compensate Consultant at a reasonable
rate after such termination for the time actually spent by Consultant at the
Company’s request on such assistance.


 


4.10                        Execution of Documents.  In the event the Company is unable for any reason,
after reasonable effort, to secure Consultant’s signature on any document
needed in connection with the actions specified in the preceding Sections 4.8
and 4.9, Consultant hereby irrevocably designates and appoints the Company and
its duly authorized officers and agents as his agent and attorney in fact,
which appointment is coupled with an interest, to act for and in his behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by Consultant. Consultant hereby waives
and quitclaims to the Company any and all claims, of any nature whatsoever,
which Consultant now or may hereafter have for infringement of any Proprietary
Rights assigned hereunder to the Company.


 


5.                                      Other Activities.


 


5.1                               Other Services.  Consultant is free to enter any contract to provide
services to other business entities, except any contract which would tend to
induce Consultant to violate this Agreement. Further, during the term of this
Agreement, Consultant will not, without the prior written consent of the
Company, perform any services related to the development, preparation,
manufacture, marketing or sale of any drugs or therapeutics that may reasonably
be considered to compete with any Products, whether on behalf of his own
interest or that of any other person or entity.


 


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5.2                               Noncompetition.  During and for a period of six (6) months immediately
following termination of this Agreement, Consultant will not, directly or
indirectly, without the prior written consent of the Company: own, manage,
operate, join, control, finance or participate in the ownership, management,
operation, control or financing of, or be connected as an officer, director, employee,
consultant, partner, principal, agent, representative, licensor, licensee or
otherwise with, any business or enterprise engaged in any business which is
competitive or is preparing to be competitive with the business of the Company
(“Competitive Activity”). As used herein,
Competitive Activity will mean the development, manufacture, marketing, or sale
of any drugs or therapeutics that may reasonably be considered to compete with
any Products. Notwithstanding the above, Consultant will not be deemed to be
engaged directly or indirectly in any Competitive Activity if Consultant
participates in any such business solely as a passive investor in up to one
percent (1%) of the equity securities of a company or partnership, the
securities of which are publicly traded. During and for a period of six (6) months
immediately following termination of this Agreement, Consultant agrees not to
acquire, assume or participate in, directly or indirectly, any position,
investment or interest known by him to be adverse or antagonistic to the
Company, its business or prospects, financial or otherwise.


 


5.3                               Noninterference with Business.  During and for a period of six (6) months immediately
following termination of this Agreement, Consultant agrees not to directly or
indirectly solicit or induce any Company employee or independent contractor of
the Company to terminate or breach an employment, contractual or other
relationship with the Company.


 


6.                                      Term; Termination.


 


6.1                               Term.  Unless sooner terminated in accordance with this
Section 6, the term of this Agreement shall commence on the Effective Date and
shall terminate on December 31, 2007. Notwithstanding the foregoing, this
Agreement shall automatically terminate immediately upon (i) Just Cause (as
defined below) or (ii) consummation of a Change in Control.


 


6.2                               Termination for Just Cause.  The
Company may terminate this Agreement immediately in its sole discretion for
Just Cause. In the event the Company terminates this Agreement pursuant to this
Section 6.2, the unexercised portion of Consultant’s then outstanding stock
options, including all vested and unvested shares, shall be immediately
forfeited and shall no longer be exercisable. The Company shall reimburse
Consultant for any business expenses that were incurred but not reimbursed as
of the date of termination. As used in this Agreement, “Just Cause”
shall mean the occurrence of one or more of the following: (i) Consultant’s
conviction of a felony or a crime involving moral turpitude or dishonesty; (ii)
Consultant’s participation in a fraud or act of dishonesty against the Company;
(iii) Consultant’s intentional and material damage to the Company’s property;
(iv) Consultant’s material breach of any provision of this Agreement or the
Company’s written policies that is not remedied by Consultant within fourteen
(14) days of written notice of such breach from the Board of Directors, or (v)
Consultant’s failure to perform the Consulting Services in accordance with
Section 1.2 hereof at the times reasonably requested by the Company. 


 


6.3                               Termination by Consultant.  Consultant
may terminate this Agreement at his convenience upon ten (10) days prior
written notice to the Company. In the event the Consultant terminates this
Agreement pursuant to this Section 6.3, (i) the vesting of any unvested options
to


 


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purchase the Company’s common stock granted to
Consultant shall cease on the date of termination, and (ii) the period during
which Consultant’s then outstanding vested options may be exercised shall be
ninety (90) days after the date of termination. In addition, the Company shall
reimburse Consultant for any business expenses that were incurred but not
reimbursed as of the date of termination.


 


6.4                               Termination by the Company without
Just Cause.  The Company may, at any time after January 1,
2007, terminate this Agreement at its convenience and without Just Cause upon
ten (10) days’ prior written notice to Consultant. In the event that the
Company terminates this Agreement without Just Cause, then, notwithstanding
anything contained in Consultant’s stock option agreements to the contrary, (i)
Consultant’s then outstanding stock options shall be accelerated in full and
such options shall become fully vested and exercisable, and (ii) the period
during which Consultant’s then outstanding options may be exercised shall be
extended until the earlier of (A) March 30, 2008; or (B) the last date to which
such exercisability may be extended without causing such options to be subject
to Section 409A(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however,
that, in no event shall such options be exercisable after the
expiration date of such options as set forth in the grant notice and/or
agreement evidencing such options; and provided further,
that, notwithstanding anything to the
contrary in this Section 6.4, in no event shall the exercisability of
Consultant’s “1995 Plan Options” (as defined in the Separation Agreement) be
extended later than December 31, 2006. In addition, the Company shall reimburse
Consultant for any business expenses that were incurred but not reimbursed as
of the date of termination.


 


6.5                               Change in Control.  In
the event that the Company consummates a Change in Control (as defined herein) within
twelve (12) months of the Effective Date of this Agreement, then,
notwithstanding anything contained in Consultant’s stock option agreements to
the contrary, (i) the vesting of Consultant’s then outstanding stock options (other
than the 1995 Plan Options) shall be accelerated in full and such options shall
become fully vested and exercisable in accordance with the 2000 Plan or the
Company’s 2002 Broad Based Equity Compensation Plan (the “2002 Plan”),
as applicable, and (ii) in the event the surviving corporation or acquiring
corporation assumes Consultant’s stock options in accordance with the terms of
the 2000 Plan or the 2002 Plan or the 2002 Plan, as applicable, in connection
with such Change in Control, the period during which Consultant’s then outstanding
options (other than the 1995 Plan Options) may be exercised shall be extended
to the earlier of: (A) twelve (12) months after the date of termination of this
Agreement; or (B) the last date to which such exercisability may be extended
without causing such options to be subject to Section 409A(a)(1) of the Code; provided, that, in no event shall such
options be exercisable after the expiration date of such options as set forth
in the grant notice and/or agreement evidencing such options; and provided further  that,
notwithstanding anything to the contrary in this Section 6.5, in no event shall
the exercisability of Consultant’s 1995 Plan Options be extended later than
December 31, 2006. In addition, the Company shall reimburse Consultant for any
business expenses that were incurred but not reimbursed as of the date of
termination. As used in this Agreement, a “Change in Control”
is defined as; (a) a sale, lease,
exchange or other transfer in one transaction or a series of related
transactions of all or substantially all of the assets of the Company (other
than the transfer of the Company’s assets to a majority-owned subsidiary
corporation); (b) a merger or consolidation in which the Company is not the
surviving corporation (other than a merger or consolidation in which
shareholders immediately before the merger or consolidation have, immediately
after the


 


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merger or consolidation, greater stock voting power);
(c) a reverse merger in which the Company is the surviving corporation but the
shares of the Company’s common stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in
the form of securities, cash or otherwise (other than a reverse merger in which
shareholders immediately before the merger have, immediately after the merger,
greater stock voting power); or (d) any transaction or series of related
transactions in which in excess of 50% of the Company’s voting power is
transferred.


 


6.6                               Termination of Company’s
Obligations.  Notwithstanding any provisions in this
Agreement to the contrary, the Company’s obligations, and Consultant’s rights
pursuant to Sections 6.4 and 6.5 herein, regarding acceleration of vesting and
extension of the exercise periods for Consultant’s stock options shall cease
and be rendered a nullity immediately should Consultant fail to comply with the
provisions of Consultant’s previously executed Confidentiality/Non-solicitation/Non-Compete
Agreement attached hereto as Exhibit A or
breach any term or provision of Section 4 or Section 5 of this
Agreement.


 


6.7                               Parachute Payments.  Notwithstanding
anything contained herein to the contrary, if any payment or benefit (including,
without limitation, acceleration of stock option vesting and the value of a
stock option grant) Consultant receives or has previously received from the
Company (“Company  Payment”)
would, when combined with all payments or benefits to Consultant from other
sources in connection with any transaction involving the Company or its stock,
(i) constitute a “parachute payment” within the meaning of Section 280G of the
Code, and (ii) but for this sentence, be subject to the excise tax imposed by
Section 4999 of the Code (the “Excise Tax”),
then such Company Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of
the Company Payment that would result in no portion of the Company Payment
being subject to the Excise Tax or (y) the largest portion, up to and including
the total, of the Company Payment, whichever amount, after taking into account
all applicable withholding taxes (if any), income taxes, and the Excise Tax
(all computed at the highest applicable marginal rate), results in Consultant’s
receipt, on an after-tax basis, of the greater amount of the Company Payment
notwithstanding that all or some portion of the Company Payment may be subject
to the Excise Tax. If a reduction in payments or benefits constituting
“parachute payments” is necessary so that the Company Payment equals the
Reduced Amount, reduction shall occur in the following order unless Consultant
elects in writing a different order (provided, however,
that such election shall be subject to Company approval if made on or after the
effective date of the event that triggers the Company Payment): reduction of
cash payments; cancellation of accelerated vesting of stock options, restricted
stock or other stock-based equity compensation (“Stock Awards”);
reduction of other benefits. In the event that acceleration of vesting of Stock
Awards is to be reduced, such acceleration of vesting shall be cancelled in the
reverse order of the date of grant of Consultant’s Stock Awards (i.e., earliest
granted Stock Award cancelled last) unless Consultant elects in writing a
different order for cancellation.


 


6.8                               Return of Company Property.  Upon
termination of the Agreement or earlier as requested by the Company, Consultant
will deliver to the Company any and all drawings, notes, photographs,
memoranda, specifications, samples, formulas, and documents, together with all
copies thereof, and any other material containing or disclosing any Company
Work Product or Proprietary Information of the Company. Consultant further
agrees that any property situated on


 


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the Company’s premises and owned by the Company,
including work and storage areas or filing cabinets, is subject to inspection
by Company personnel at any time with or without notice.


 


7.                                      General Provisions.


 


7.1                               Notices.  Any notices provided hereunder must be in writing and
will be deemed effective upon the earlier of personal delivery (including
personal delivery by facsimile), the third day after mailing by first class
mail, or the day following delivery by overnight courier, to the Company at its
primary office location and to Consultant at his address and facsimile number
as provided by Consultant to the Company in writing.


 


7.2                               Severability.  Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction to the extent possible in
conformance with the intent of the parties expressed herein.


 


7.3                               Remedies.  Consultant’s duties regarding the Company’s
Proprietary Information will survive termination of his consulting relationship
with the Company and of this Agreement. Consultant acknowledges that a remedy
at law for any breach or threatened breach by his of the provisions of
Section 4 or Section 5 would be inadequate, and he therefore agrees
that the Company will be entitled to injunctive relief in case of any such
breach or threatened breach.


 


7.4                               Waiver.  If either party should waive any breach of any
provisions of this Agreement, he or it will not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement.


 


7.5                               Complete Agreement.  This Agreement, including Exhibits A,
B, C and D, and the Separation Agreement constitute the complete,
final, and exclusive embodiment of the entire agreement between Consultant and
the Company with regard to the subject matter contained herein. It is entered
into without reliance on any promise or representation other than those
expressly contained herein or in the Separation Agreement, and it cannot be
modified or amended except in a writing signed by an officer of the Company and
Consultant. Each party has carefully read this Agreement, has been afforded the
opportunity to be advised of its meaning and consequences by his or its
respective attorneys, and signed the same of his or its own free will.


 


7.6                               Counterparts.  This Agreement may be executed in two counterparts,
each of which need not contain signatures of more than one party, but all of
which taken together will constitute one and the same Agreement.


 


7.7                               Headings.  The headings of the sections hereof are inserted for
convenience only and will not be deemed to constitute a part hereof nor to
affect the meaning thereof.


 


7.8                               Successors and Assigns.  This Agreement is intended to bind and inure to the
benefit of and be enforceable by Consultant and the Company, and their
respective successors,


 


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assigns, heirs, executors and administrators, except
that Consultant may not assign any of his duties hereunder and he may not
assign any of his rights hereunder without the written consent of the Company,
which will not be withheld unreasonably.


 


7.9                               Attorney Fees.  If either party brings any action to enforce his or
its rights hereunder, the prevailing party in any such action will be entitled
to recover his or its reasonable attorneys fees and costs incurred in
connection with such action.


 


7.10                        Choice of Law.  All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the law of the State
of Colorado.


 


[Remainder of page
intentionally left blank]


 


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In Witness Whereof,
the parties have executed this Agreement as of the date and year first written
above.


 


	
  Michael E.
  Hart,

  	
  Allos Therapeutics, Inc.

  
	
  an Individual

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  Sign:   /s/ Michael E. Hart

  	
   

  	
  By: 

  	
      /s/ Paul L. Berns

  	
   

  
	
   

  	
   

  	
  Paul L. Berns

  
	
   

  	
   

  	
  President & Chief Executive Officer

  
	
   

  	
   

  
	
  Date:

  	
     May 10, 2006

  	
   

  	
  Date:

  	
     May 10, 2006

  	
   

  
								



 


For copyright registration purposes only, Consultant 


must provide the following information:


 


	
  Date of Birth:

  	
   

  	
   

  
	
   

  
	
  Nationality or Domicile:

  	
   

  	
   

  
				



 


11

















 


Exhibit A


 


Confidentiality/Non-solicitation/Non-Compete
Agreement


 


[Original Executed Copy of
Agreement Attached]


 

















 


Exhibit B


 


CONFLICT OF INTEREST DISCLOSURE


 


None.


 

















 


Exhibit C


 


PRIOR WORK PRODUCT DISCLOSURE


 


1.                                      Except
as listed in Section 2 below, the following is a complete list of all
Prior Work Product that have been made or conceived or first reduced to
practice by Consultant alone or jointly with others prior to my engagement by
the Company:


 


ý                                    No
inventions or improvements.


 


 ̈                                    See
below:


 


 


 


 


 ̈                                    Additional
sheets attached.


 


2.                                      Due
to a prior confidentiality agreement, Consultant cannot complete the disclosure
under Section 1 above with respect to inventions or improvements generally
listed below, the proprietary rights and duty of confidentiality with respect
to which Consultant owes to the following party(ies):


 


	
  Invention or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


o            Additional sheets
attached.


 

















 


Exhibit D


 


ASSIGNMENT OF COPYRIGHT


 


For good and valuable consideration which has been
received, the undersigned sells, assigns and transfers to the Company, a
Delaware corporation, and its successors and assigns, the copyright in and to
the following work, which was created by the following indicated author(s):


 


Title:                                                          


 


Author(s):                                                               


 


Copyright Office Identification No. (if any):                            


 


and all of the right, title and interest of the undersigned, vested and
contingent, therein and thereto.


 


Executed this                            
day of
                                               ,
200  .


 


	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: