exv10w21



 





Exhibit 10.21




	 	 	 
	

	 	SERVICE AGREEMENT
 

With
 

H. Bryan Brewer, Jr.
	

	 	
 







This Agreement is effective as of the date last subscribed below (“Effective
Date”) and is between H. Bryan Brewer, Jr., an individual having an address
11410 River Road, Potomac, MD 20854 (hereinafter referred to as “Consultant”)
and Lipid Sciences, Inc., a Delaware Corporation, having an address at 7068
Koll Center Parkway, Suite 401, Pleasanton, California 94566 (hereinafter
referred to as “LSI”).



Whereas LSI desires to have Consultant act as general consultant to provide
services to LSI, and Consultant desires to act as such a consultant to LSI,
Consultant and LSI agree as follows:





	1.	 	SERVICES

Consultant shall provide labor services to LSI. These services will be
performed at the offices of the Consultant and such other locations as
reasonably specified and requested by LSI. Consultant shall provide
advisory services to LSI in the field of plasma delipidation, a process
that removes lipids from proteins and other targets of therapeutic
interest in plasma or other media. The scope and duration of this
agreement may be changed or extended by mutual agreement of LSI and
Consultant.
	 
	2.	 	TERM

The term of this agreement shall commence on September 18th, 2003 and
expire on September 17, 2004. Either party may terminate this agreement,
at any time during the term of the service relationship with or without
cause and with or without explanation.
	 
	3.	 	COMPENSATION/REIMBURSEMENT

LSI shall pay Consultant at a rate of One Hundred Twenty-Five Thousand
Dollars ($125,000) annually, payable monthly together with a
Non-Qualified Stock Option Award as specified in the “2001 Performance
Equity Plan Non-Qualified Stock Option Agreement” attached. Consultant
understands that Consultant, as a separate business entity, is not
eligible for and shall not be entitled to receive any LSI employee
benefits, including medical coverage, workers’ compensation insurance,
disability insurance, unemployment benefits, or other similar benefits or
other insurance protection LSI provides to its employees. Consultant
further acknowledges that s/he is responsible for obtaining any workers’
compensation or general liability insurance as may be required or
appropriate in connection with Consultant’s status as a business entity.
	 
	 	 	LSI shall reimburse Consultant for reasonable and necessary travel
expenses (excluding travel time) to such places as Consultant may travel
in the performance of such services, Consultant shall provide an itemized
expense statement for such expenses no later than the last day of each
monthly period. Such itemized expense statements shall be forwarded to
the attention of the President and CEO, Lipid Sciences, Inc., at the
aforementioned address. Reimbursement of such expenses shall be in
accordance with LSI’s policy regarding travel expenses.
	 
	4.	 	TAXES

Consultant acknowledges and agrees that, if Consultant is an independent
contractor/sole proprietor, it shall be Consultant’s sole obligation to
report as self-employment income all compensation for services received
by Consultant from LSI. If Consultant is a corporation or partnership,
Consultant acknowledges and agrees that Consultant shall compensate all
employees via a W-2 for services received by Consultant from LSI.
Consultant agrees to indemnify LSI and hold LSI harmless to the extent of
any obligations imposed by law on LSI to pay any withholding taxes,
social security, unemployment or disability insurance, or similar items
in connection with any payments made to Consultant by LSI for
Consultant’s services.






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	5.	 	OTHER SERVICES; CONFIDENTIAL INFORMATION

During the term of this Service Agreement, Consultant will remain free to
engage in any other labor service work for any other company except as
set forth in Section 7 hereof, but agrees that in so doing Consultant
will not divulge to others any Confidential Information of LSI.
“Confidential Information” means any LSI proprietary information,
technical data, trade secrets or know-how, including, but not limited to,
intellectual property information, research, product plans, market
assessments, business plans, products, services, suppliers, customer
lists and customers (including, but not limited to, customers of LSI on
whom Consultant called or with whom Consultant became acquainted during
this service relationship), prices and costs, markets, software,
developments, inventions, laboratory notebooks, processes, formulas,
technology, designs, drawings, engineering, hardware configuration
information, marketing, licenses, finances, budgets or other business
information disclosed to Consultant by LSI either directly or indirectly
in writing, orally or by drawings or observation of parts or equipment or
discussions or created by Consultant during the period of this service
relationship, whether or not during working hours. Confidential
Information does not include any of the foregoing items, which has become
publicly and widely known and made generally available through no
wrongful act or omission of Consultant or of others who were under
confidentiality obligations as to the item or items involved. Consultant
acknowledges that the rendering of services to LSI creates a relationship
of trust and confidence between LSI and Consultant. During and after
Consultant’s rendering of services to LSI, Consultant will not use or
disclose or allow anyone else to use or disclose any Confidential
Information or knowledge relating to LSI, its employees, products,
Consultants or customers, except as may be necessary in the performance
of Consultant’s work for LSI or as may be authorized in advance by
appropriate officials of LSI. Consultant will not disclose directly or
indirectly to any third party or parties any information or knowledge
Consultant may acquire with respect to such Confidential Information,
including innovations, business strategies, financial information,
employee lists, customer lists, inventories, designs, methods, systems,
improvements, trade secrets, or other private or confidential matters of
LSI without LSI’s prior written consent.
	 
	6.	 	ASSIGNMENT OF INVENTIONS

Consultant will promptly disclose to LSI in writing all improvements,
inventions, works of authorship, formulas, ideas, processes, techniques,
know-how and data, whether or not patentable (collectively,
“Inventions”), made or conceived, developed, reduced to practice or
learned by Consultant, either alone or jointly with others, during the
term of the working relationship. Consultant hereby assigns to LSI any
rights Consultant may have or acquire in such Inventions, which shall be
the sole property of LSI and its assigns. Consultant will assist LSI in
every proper way to obtain and enforce patents, copyrights or other
rights on said Inventions in any and all countries, and will execute all
documents reasonably necessary or appropriate for this purpose.
Consultant shall be compensated for such assistance as specified in
paragraph 3, above. Consultant also hereby irrevocably designates and
appoints LSI and its duly authorized officers and agents as his agents
and attorneys-in-fact-to act for and in his behalf for the purpose of
executing and filing any such document and doing all acts to accomplish
the foregoing purposes. Consultant understands that this Agreement does
not require assignment of an invention, which a Consultant cannot be
obligated to assign under Section 2870 of the California Labor Code.
	 
	7.	 	CONFLICT OF INTEREST

Consultant shall not accept a similar relationship with a competitor of
LSI nor shall Consultant itself compete with LSI, during the course of
this agreement without LSI’s prior written consent. Consultant
represents that Consultant has no other agreements or commitments, which
would hinder Consultant’s performance of obligations under this
Agreement, and that Consultant will not enter into any such agreements
during the term hereof.
	 
	 	 	Consultant hereby represents that his/her performance of all terms of
this Agreement have not breached and will not breach any agreement to
keep in confidence proprietary information,






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	 	 	knowledge or data acquired by Consultant in confidence or trust prior or
subsequent to the commencement of Consultant’s service relationship with
LSI, and Consultant will not disclose to LSI, or induce LSI to use, any
inventions, confidential or proprietary information or material belonging
to any previous employer or any other party.
	 
	8.	 	RETURN OF LSI MATERIALS

Upon termination of Consultant’s services to LSI, Consultant will
promptly return to LSI, and will not take with Consultant or use, all
items of any nature that belong to LSI.
	 
	9.	 	STATUS AS A BUSINESS ENTITY

Consultant is a business entity, as such, Consultant understands and
agrees that Consultant is not an agent or employee of LSI and has no
authority to bind LSI, by contract or otherwise. As a business entity,
Consultant is solely responsible for determining the means and methods of
performing the labor services, including any and all business expenses.
Consultant further understands and agrees that Consultant is responsible
for obtaining all documentation necessary to operate a business in
Consultant’s municipality, as may be required by law.
	 
	10.	 	ASSIGNMENT

Consultant agrees that Consultant may not assign this agreement or
delegate duties herein without LSI’s prior written consent.
	 
	11.	 	MISCELLANEOUS







	 	(a)	 	Amendments and Waivers. Any term of this Agreement may be
amended or waived only with the written consent of the parties.
	 
	 	(b)	 	Sole Agreement. This Agreement, including the Exhibits and
Attachments hereto, constitutes the sole agreement of the parties
and supersedes all oral negotiations and prior writings with respect
to the subject matter hereof.
	 
	 	(c)	 	Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN
EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK
THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD
ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING
OR PREPARATION HEREOF.
	 
	 	(d)	 	Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together will constitute one and the same instrument.
	 
	 	(e)	 	Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree
to renegotiate such provision in good faith. In the event that the
parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of the Agreement
shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with
its terms.
	 
	 	(f)	 	Choice of Law. The laws of the State of California shall
govern the validity, interpretation, construction and performance of
this Agreement, without giving effect to the principles of conflict
of laws.






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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
Effective Date.



	 	 	 	 	 	 	 
	

	 	CONSULTANT:
	 	 	 	COMPANY:
	 
	 	 	 	 	 	 
	

	 	H. Bryan Brewer, Jr.
	 	 	 	LIPID SCIENCES, INC.
	 
	 	 	 	 	 	 
	By:

	 	H. Bryan Brewer, Jr., M.D.
	 	By:
	 	S. Lewis Meyer, Ph.D.
	

	 	
 
	 	 	 	
 
	

	 	(Print Name)
	 	 	 	(Print Name)
	 
	 	 	 	 	 	 
	

	 	/s/ H. Bryan Brewer, Jr., M.D.
	 	 	 	/s/ S. Lewis Meyer, Ph.D.
	

	 	
 
	 	 	 	
 
	

	 	(Signature)
	 	 	 	(Signature)
	 
	 	 	 	 	 	 
	

	 	Chief, Molecular Disease Branch
	 	 	 	President and Chief Executive Officer
	

	 	
 
	 	 	 	
 
	

	 	(Title)
	 	 	 	(Title)








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