Exhibit
10.3


ALLOS THERAPEUTICS, INC.


CONSULTANT AGREEMENT FOR


MARVIN JAFFE


 


THIS CONSULTANT AGREEMENT (“Agreement”) is entered into by and between Marvin Jaffe, 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 1994 and serving as a member of the Board of
Directors, is a significant source of knowledge and expertise about the Company’s
business and its potential clinical development and commercialization
strategies for the Products;


 


WHEREAS, 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 expertise; 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 will:


 


(a)                                  Advise and consult with the Company on
clinical development and regulatory strategies related to the Products; and


 


(b)                                  Advise and consult with the Company on
strategic planning;


 


(c)                                  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.  As and when requested from time to time by the Company’s
President and Chief Executive Officer, Paul L. Berns or his delegates,
Consultant agrees to provide services to the Company under this Agreement. The
time commitment required for consulting services under this Agreement will
generally not exceed 10 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. 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                               Options.  In consideration of his agreement to provide the
Consulting Services hereunder, and subject to the approval of the Compensation
Committee of the Board of Directors, Executive will receive a non qualified
option to purchase 20,000 shares of the Company’s Common Stock under the
Company’s 2000 Stock Incentive Compensation Plan (the “2000 Plan”) at an exercise price equal to
the closing sale price of the Company’s Common Stock as reported on the NASDAQ
National Market on the date such options are approved by the Compensation
Committee of the Board of Directors. Such options will be subject to the terms
and conditions of the 2000 Plan, and will vest in eighteen (18) equal monthly
installments commencing July 1, 2006. 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. Because
Consultant is an independent contractor, the Company will not withhold or make
payments for income taxes; social security; make unemployment insurance or
disability insurance contributions; or obtain workers’ compensation insurance
on Consultant’s behalf. Consultant agrees to accept exclusive liability for
complying with applicable state and federal


 


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laws governing
self-employed individuals, including obligations such as payment of taxes,
social security, disability and other contributions based on compensation paid
to Consultant. Consultant hereby agrees to indemnify and defend the Company
against any and all claims for such taxes or contributions, including penalties
and interest.


 


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 A. Consultant


 


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further agrees not to
disclose to the Company, or bring onto the Company’s premises, or induce 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 has been
disclosed in writing to the Company and attached to this Agreement as Exhibit B. 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 B 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 B
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 rights to sublicense through multiple levels of sublicensees, to
reproduce, create derivative works


 


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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 C
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 one (1) year 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 one (1) year 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 one (1) year 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 Dr. Jaffe’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 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 expire on the earlier of (A) one year after the date of
termination; or (B) March 30, 2008. 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.  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, 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. 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 shall be accelerated in full and such options shall
become fully vested and exercisable in accordance with the 2000 Plan, 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 in
connection with such Change in Control, the period during which Consultant’s
then outstanding 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. 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 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.


 


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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 breach any term or
provision of Section 4 or Section 5 of this Agreement.


 


6.7                               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 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, and C, 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, 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


 


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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, 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.


 


	
  MARVIN JAFFE,

  	
  ALLOS THERAPEUTICS, INC.

  
	
  an Individual

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  Sign:    /s/ Marvin Jaffe

  	
   

  	
  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:

  	
   

  
			



 


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EXHIBIT A


 


CONFLICT OF INTEREST DISCLOSURE


 


None.


 

















 


EXHIBIT B


 


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. 

  	
   

  	
   

  	
   

  	
   

  



 


 ̈                          Additional
sheets attached.


 

















 


EXHIBIT C


 


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: