Exhibit 10.1


 







 


PTC
CONSULTING SERVICES AGREEMENT





  


This Consulting Services Agreement, effective as December 6, 2022 (the
 “Effective Date”) between PTC Therapeutics, Inc., a Delaware corporation (“PTC” or the “Company”)
and Dawn Svoronos (the “Consultant”).


 


WHEREAS, the Consultant has served as a member of the Board of Directors
of PTC (the “Board”), and in such capacity has participated in the oversight of PTC and its activities, until her resignation
from the Board effective as of the Effective Date;


 


WHEREAS, the purpose of this Agreement is to confirm the parties’
understanding with respect to (i) Consultant’s rendering consulting services to PTC in exchange for the consideration as further
described in this Agreement, and (ii) various related matters, including without limitation Consultant’s obligations to protect
information and property which is confidential and proprietary to PTC and its affiliated entities.


 


NOW THEREFORE, PTC and Consultant agree as follows:


 


SERVICES AND NATURE OF ENGAGMENT


 


Services. Consultant shall perform advisory services
for PTC, its management and/or the Board, as reasonably requested from time to time (the “Services”). Consultant shall also
provide such other Services as the parties may mutually agree. Consultant represents that she is capable of properly performing the Services.


 


Independent Contractor Status. The Consultant understands
and agrees that she is engaged herein as an independent contractor, and not an employee of the Company. The Consultant shall retain control
over the manner and method by which she provides the Services and shall not be subject to the control or direction of the Company, except
that the Company may specify the general services that the Company engages Consultant to perform.


 


No Employment Relationship. Nothing in this Agreement
shall create any contract or relationship of employment between the Consultant and the Company or render the Consultant an employee of
the Company. The Consultant shall be deemed an independent contractor and not an employee of the Company for all purposes, including all
federal/national, state/regional and local laws pertaining to income taxes, withholding taxes, social security, unemployment compensation,
workers compensation/employers’ liability or any other rights, benefits, or obligations relating to employment. The Consultant specifically
understands and agrees that he: (i) shall not receive a salary or any health, welfare, or other benefits provided by the Company to its
employees; (ii) is not entitled to submit any claim for injury or illness either directly to the Company or under any workers’ compensation/employers’
liability coverage maintained by the Company; and (iii) shall, in relation to the Services rendered pursuant to this Agreement, receive
an IRS Form 1099 (or equivalent) from the Company with respect to his compensation for the Services, and it shall be the Consultant’s
sole responsibility to report and to pay all applicable income taxes on all payments made to the Consultant by the Company under this
Agreement, and the Company shall not withhold any taxes except to the extent required by applicable law. PTC will ensure that Consultant
is covered by its applicable insurance polic(ies) to the same extent as when she was a Director for any similar activities she will engage
in as a Consultant, except for workers compensation/employers’ liability coverage or any other policies which do not apply to consultants.
The Consultant shall not, at any time, represent to others that she is, nor will she hold herself out to be, an employee of the Company.
The Consultant is not authorized to bind the Company or to incur any obligation or liability on behalf of the Company.


 


COMPENSATION


 


PTC shall pay Consultant an hourly rate of $300.00 for services rendered.


 


Consultant shall send all invoices for Services via email to accountspayable@ptcbio.com,
sguzman@ptcbio.com and mboulding@ptcbio.com. Such invoices shall contain a general description of the Services performed,
the dates of performance, and the hours spent performing the Services.


 


In addition, the outstanding equity rights/awards issued/granted to
Consultant prior to the Effective Date based on his prior services as a member of the Board shall be treated as set forth on Schedule
A hereto.


 


In addition to the foregoing amount, PTC shall pay Consultant for (i)
all reasonable and necessary travel expenses (other than ordinary commuting expenses) incurred by Consultant at the prior request of PTC
in providing the Services, and (ii) other expenses pre-approved in writing by an authorized PTC representative that are necessary to performance
of the Services. Payment for such expenses shall be made to Consultant within 45 days of receipt by PTC of invoices and receipts substantiating
such expenses and detailing the Services to which they relate, and PTC shall then have no further obligation to Consultant for such expenses.


 


Consultant shall keep or cause to be kept full, timely and accurate
records in reasonable form and detail and to which PTC and its designated employees, agents or representatives shall have access at any
reasonable time for auditing purposes. When requested by PTC, Consultant shall be required to report on the status of his work on the
Services in a manner satisfactory to PTC.


 






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NO CONFLICTS


 


Throughout the term of this Agreement the parties hereto agree that
the type of services to be rendered hereunder by Consultant are not exclusive to PTC. Consultant, during the term of this Agreement, may
accept from others, concurrent consulting work provided that such consulting work does not in any way interfere with the Services Consultant
is required to perform under this Agreement and is not a breach of any of Consultant’s obligations under this Agreement. Notwithstanding
the foregoing, Consultant represents that (i) she has not, and will not during the term of this Agreement, enter into any agreement or
relationship that would interfere with or prevent his performance under this Agreement, (ii) by entering into and performing this Agreement,
she is not and will not be violating any agreement or arrangement with any third parties, and (iii) that during the term of this Agreement
she will not solicit or divert business, customers or employees of PTC on behalf of Consultant, herself or any other business.


 


CONFIDENTIALITY


 


(a) In providing consulting services to PTC pursuant to this Agreement,
Consultant may have continued access to or acquire PTC’s confidential or proprietary information, including without limitation information
that pertains to PTC’s products, processes, equipment, programs, development efforts, therapeutic targets, compounds, assays, know-how,
or plans (“Proprietary Information”). Consultant agrees not to disclose any Proprietary Information to third parties or to
use any Proprietary Information for any purpose other than performance of the Services.


 


(b) Proprietary Information subject to the foregoing paragraph does
not include information Consultant can demonstrate: (i) is or later becomes available to the public through no breach of this Agreement
by Consultant; (ii) is obtained by Consultant from a third party who Consultant had a commercially reasonable basis to believe had the
legal right to disclose the information to Consultant; (iii) is already in the possession of Consultant on the Effective Date (not as
a result of Consultant’s prior services as a member of the Board); or (iv) is required to be disclosed by law, government regulation,
or court order; provided, however, that Consultant shall use his best efforts to provide PTC with notice and an opportunity to oppose
or limit such disclosure.


 


(c) Consultant shall not disclose to PTC any confidential information
of other parties without the prior written consent of PTC.


 


(d) Consultant agrees to promptly return, upon request by PTC, all
materials in Consultant’s possession that were either (i) supplied by PTC or its representatives in conjunction with the Services
or his prior services as a member of the Board, or (ii) generated by Consultant in the performance of the Services and contain or reference
Proprietary Information. This obligation of return of materials is in addition to, and shall not be construed to limit, any deliverables
with respect to the Services.


 


INTELLECTUAL PROPERTY


 


Consultant hereby assigns to PTC any right, title, and interest Consultant
may have in any know-how, invention, discovery, improvement, or other intellectual property which Consultant develops during the course
of and as a direct result of performing the Services. Any intellectual property assignable to PTC pursuant to the preceding sentence is
hereinafter referred to as “PTC Intellectual Property”. Upon the request of PTC, Consultant shall (i) provide such documentation
relating to any PTC Intellectual Property, and (ii) execute such further assignments, documents, and other instruments, as may be necessary
to assign PTC Intellectual Property to PTC and to assist PTC in applying for, obtaining and enforcing patents or other rights in the United
States and in any foreign country with respect to any PTC Intellectual Property. PTC will bear the cost of preparation of all patent or
other applications and assignments, and the cost of obtaining and enforcing all patents and other rights to PTC Intellectual Property.
Consultant hereby designates PTC as agent, and grants to PTC a power of attorney with full power of substitution, for the purpose of effecting
the foregoing assignments. Consultant agrees not to publish any PTC Intellectual Property without the prior written consent of PTC.


 


INDEMIFICATION


 


PTC will indemnify Consultant against
all damages, losses and reasonable costs (including reasonable attorneys’ fees) incurred or sustained by Consultant in connection
with any action, suit or proceeding to which she may be made a party by reason of his performance of Services under this Agreement, except
to the extent arising from Consultant’s gross negligence, willful misconduct or breach of this Agreement. 


 


TERM AND TERMINATION


 


(a) Unless terminated earlier pursuant to the following paragraphs,
this Agreement shall terminate on March 31, 2023 (the Effective Date through such termination date being the “Term”), provided
that, either party may elect to terminate this Agreement at any time on thirty (30) days written notice. The parties may extend
the Term by mutual written agreement.


 


(b) PTC may terminate this Agreement on written notice in the case
of a material breach by Consultant of any obligation hereunder.


 


(c) Termination of this Agreement under this section shall not
affect (i) PTC’s obligation to pay for Services previously performed by Consultant or expenses reasonably incurred by
Consultant for which Consultant is entitled to reimbursement under this Agreement, (ii) the Indemnification section of this
Agreement, or (iii) Consultant’s continuing obligations to PTC under the Confidentiality, Intellectual Property, Term and
Termination, and Miscellaneous sections of this Agreement. However, Consultant shall not be entitled to any continuing compensation
of any nature following termination.


 






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MISCELLANEOUS


 


(a) Failure of any party to insist, in one or more instances, on performance
by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any
right granted hereunder or of the future performance of any such term or condition or of any other term or condition of this Agreement,
unless such waiver is contained in a writing signed by or on behalf of the waiving party.


 


(b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New Jersey, U.S.A., without application of the conflicts of law provisions thereof that would
defer to the laws of another jurisdiction.


 


(c) PTC may assign its rights and obligations hereunder (i) to any
person or entity who succeeds to all or substantially all of PTC’s business or that aspect of PTC’s business in which Consultant
is principally involved, or (ii) to any affiliate wholly-owned by or under common control with PTC. Consultant’s rights and obligations
under this Agreement are of a personal nature and therefore may not be assigned without the prior written consent of PTC.


 


(d) This Agreement shall inure to the benefit of and be binding upon
the respective heirs, executors, successors, representatives, and authorized assigns of the parties, as the case may be.


 


(e) The relationship created by this Agreement shall be that of third
party contractor, and, as such, the Consultant shall be responsible for the payment of all taxes including, but not limited to, social
security and income tax relating to the rendering of the Services and compensation paid to the Consultant pursuant to the terms of this
Agreement. Consultant shall not be entitled to any rights, benefits, or privileges of PTC employees, nor shall Consultant have any authority
to bind or act as agent for PTC or its employees for any purpose.


 


(f) Consultant acknowledges that any breach or threatened breach of
the terms or conditions of this Agreement will result in substantial, continuing and irreparable injury to PTC. Therefore, Consultant
agrees that, in addition to any other remedy that may be available to PTC, PTC shall be entitled to injunctive or other equitable relief
by a court of appropriate jurisdiction in the event of any breach or threatened breach of this Agreement, and Consultant waives any requirements
relating to the posting of bond or other surety in connection with such injunctive or equitable relief.


 


(g) Notice or payments given by one party to the other hereunder shall
be in writing and deemed to have been properly given or paid if deposited with the United States Postal Service, registered or certified
mail, or broadly recognized overnight delivery service, addressed as follows:






If to PTC:



PTC Therapeutics

Attention: Legal Department

100 Corporate Court

Middlesex Business Center

South Plainfield, NJ 07080


U.S.A.



with an email copy to: legal@ptcbio.com



If to Consultant:



Dawn Svoronos


240 rue Main


Hudson, Quebec J0P 1H0


Canada


 


(h) Consultant represents and warrants that
she has never been: (i) excluded, barred from participation in, or sanctioned by any state or federal health care program, including
Medicare or Medicaid in the United States, or any similar programs in any other country; (ii) the recipient of a criminal conviction
related to any such health care program; or (iii) Debarred (as defined below) or under investigation by any regulatory authority for
Debarment action.  Consultant will not knowingly use the services of any person who has been Debarred, in any capacity, in
connection with the Services.  Consultant shall notify PTC in the event that she shall become subject to any of the conditions
set forth in this subparagraph during or after the term of this Agreement, and provide PTC upon request with a list of the full
names of all persons who have or will supervise, administer or perform any Services. The foregoing obligation shall survive the
termination or expiration of this Agreement.  “Debarred” or “Debarment” in relation to a person or an
entity means, as applicable, a person or entity subject to limitations or any form of endorsement (x) under the Generic Drug
Enforcement Act or by the FDA (including persons or entities required to be listed under Section 306(k)(2) of the U.S. Food, Drug
and Cosmetic Act), or (y) under any competent regulatory authority or other recognized national, multi-national or industry
body.


 






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(i) Except as expressly set forth herein, this Agreement replaces all
previous agreements and the discussions relating to the subject matters hereof and constitutes the entire agreement between PTC and Consultant
with respect to the subject matters of this Agreement; provided, however, that any stock options or other equity interests provided to
Consultant as compensation for the Services shall be governed exclusively (except to the extent expressly and specifically set forth herein)
by the terms of a separate stock option or equity certificate/agreement and the applicable PTC equity plan documents. This Agreement may
not be modified in any respect by any verbal statement, representation, or agreement made by any employee, officer, or representative
of PTC, or by any written documents unless it is signed by an officer of PTC and by Consultant.


 


(j) Notwithstanding the foregoing, and notwithstanding the termination
of Consultant’s employment with PTC, Consultant shall continue to comply with any post-employment covenants to PTC under any confidentiality
/ assignment of inventions agreement between the parties.


 


(k) If any term or provision of this Agreement is deemed invalid, contrary
to, or prohibited under applicable laws or regulations of any jurisdiction, the remainder of this Agreement shall remain in effect, and
the relevant term or provision shall be limited to the maximum permissible extent.


  


IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the Effective Date.


  


CONSULTANT:


 


	/s/ Dawn Svoronos	 




Dawn Svoronos 


Date: December 6, 2022


  


PTC THERAPEUTICS, INC. 


  





	/s/ Mark Boulding	 


Name: Mark Boulding


Title: EVP & Chief Legal Officer


Date: December 6, 2022




 






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