hsuriaconsultingagreemen






CONSULTING AGREEMENT  This Consulting Agreement (“Agreement”) is effective as of March 21, 2022 (the “Effective Date”),  between AnaptysBio, Inc. (“Company”), and Hamza Suria (“Consultant”).  Company and Consultant desire to have Consultant perform services for Company, subject to and in  accordance with the terms and conditions of this Agreement.  THEREFORE, the parties agree as follows:  1. SERVICES  1.1 Statements of Work.  From time to time,  Company and Consultant may execute one or  more statements of work, substantially in the form  attached hereto as Exhibit A, that describe the  specific services to be performed by Consultant  (as executed, a “Statement of Work”).  Each  Statement of Work will expressly refer to this  Agreement, will form a part of this Agreement,  and will be subject to the terms and conditions  contained herein.  A Statement of Work may be  amended only by written agreement of the parties.  1.2 Performance of Services.  Consultant will  perform the services described in each Statement  of Work (the “Services”) in accordance with the  terms and conditions set forth in each such  Statement of Work and this Agreement.  1.3 Delivery.  Consultant will deliver to  Company the deliverables, designs, modules,  software, products, documentation and other  materials specified in the Statement of Work  (individually or collectively, “Deliverables”) in  accordance with the delivery schedule and other  terms and conditions set forth in the Statement of  Work.  2. PAYMENT  2.1 Fees.  As Consultant’s sole compensation  for the performance of Services, Company will  pay Consultant the fees specified in each  Statement of Work in accordance with the terms  set forth therein.  Without limiting the generality  of the foregoing Consultant acknowledges and  agrees that, if specified in the Statement of Work,  Company’s payment obligation will be expressly  subject to Company’s reasonable satisfaction of  the Services provided hereunder.  2.2 Expenses.  Unless otherwise specified in  the Statement of Work, Company will not  reimburse Consultant for any expenses incurred  by Consultant in connection with performing  Services.  2.3 Payment Terms.  All fees and other  amounts set forth in the Statement of Work, if  any, are stated in and are payable in U.S. dollars.   Unless otherwise provided in a Statement of  Work, Consultant will invoice Company on a  monthly basis for all fees and expenses payable to  Consultant.  Company will pay the full amount of  each such invoice within thirty (30) days  following receipt thereof, except for any amounts  that Company disputes in good faith.  The parties  will use their respective commercially reasonable  efforts to promptly resolve any such payment  disputes.  3. RELATIONSHIP OF THE PARTIES  3.1 Independent Contractor.  Consultant is an  independent contractor and nothing in this  Agreement will be construed as establishing an  employment or agency relationship between  Company and Consultant.  Consultant has no  authority to bind Company by contract or  otherwise.  Consultant will perform Services  under the general direction of Company, but  Consultant will determine, in Consultant’s sole  discretion, the manner and means by which  Services are accomplished, subject to the  requirement that Consultant will at all times  comply with applicable law.  





 






3.2 Taxes and Employee Benefits.  Consultant  will report to all applicable government agencies  as income all compensation received by  Consultant pursuant to this Agreement.   Consultant will be solely responsible for payment  of all withholding taxes, social security, workers’  compensation, unemployment and disability  insurance or similar items required by any  government agency.  Consultant will not be  entitled to any benefits paid or made available by  Company to its employees, including, without  limitation, any vacation or illness payments, or to  participate in any plans, arrangements or  distributions made by Company pertaining to any  bonus, stock option, profit sharing, insurance or  similar benefits.  Consultant will indemnify and  hold Company harmless from and against all  damages, liabilities, losses, penalties, fines,  expenses and costs (including reasonable fees and  expenses of attorneys and other professionals)  arising out of or relating to any obligation  imposed by law on Company to pay any  withholding taxes, social security, unemployment  or disability insurance or similar items in  connection with compensation received by  Consultant pursuant to this Agreement.  4. OWNERSHIP  4.1 Disclosure of Work Product.  Consultant  will, as an integral part of the performance of  Services, disclose in writing to Company all  inventions, products, designs, drawings, notes,  documents, information, documentation,  improvements, works of authorship, processes,  techniques, know-how, algorithms, specifications,  biological or chemical specimens or samples,  hardware, circuits, computer programs, databases,  user interfaces, encoding techniques, and other  materials of any kind that Consultant may make,  conceive, develop or reduce to practice, alone or  jointly with others, in connection with performing  Services, or that result from or that are related to  such Services, whether or not they are eligible for  patent, copyright, mask work, trade secret,  trademark or other legal protection (collectively,  “Consultant Work Product”).  Consultant Work  Product includes without limitation any  Deliverables that Consultant delivers to Company  pursuant to Section 1.3.  4.2 Ownership of Consultant Work Product.   Consultant agrees that all Consultant Work  Product will be the sole and exclusive property of  Company.  Consultant hereby irrevocably  transfers and assigns to Company, and agrees to  irrevocably transfer and assign to Company, all  right, title and interest in and to the Consultant  Work Product, including all worldwide patent  rights (including patent applications and  disclosures), copyright rights, mask work rights,  trade secret rights, know-how, and any and all  other intellectual property or proprietary rights  (collectively, “Intellectual Property Rights”)  therein.  At Company’s request and expense,  during and after the term of this Agreement,  Consultant will assist and cooperate with  Company in all respects, and will execute  documents, and will take such further acts  reasonably requested by Company to enable  Company to acquire, transfer, maintain, perfect  and enforce its Intellectual Property Rights and  other legal protections for the Consultant Work  Product.  Consultant hereby appoints the officers  of Company as Consultant’s attorney-in-fact to  execute documents on behalf of Consultant for  this limited purpose.  4.3 Moral Rights.  To the fullest extent  permitted by applicable law, Consultant also  hereby irrevocably transfers and assigns to  Company, and agrees to irrevocably transfer and  assign to Company, and waives and agrees never  to assert, any and all Moral Rights (as defined  below) that Consultant may have in or with  respect to any Consultant Work Product, during  and after the term of this Agreement.  “Moral  Rights” mean any rights to claim authorship of a  work, to object to or prevent the modification or  destruction of a work, to withdraw from  circulation or control the publication or  distribution of a work, and any similar right,  existing under judicial or statutory law of any  country in the world, or under any treaty,  regardless of whether or not such right as called or  generally referred to as a “moral right.”  





 






4.4 Related Rights.  To the extent that  Consultant owns or controls (presently or in the  future) any patent rights, copyright rights, mask  work rights, trade secret rights, or any other  intellectual property or proprietary rights that may  block or interfere with, or may otherwise be  required for, the exercise by Company of the  rights assigned to Company under this Agreement  (collectively, “Related Rights”), Consultant  hereby grants or will cause to be granted to  Company a non-exclusive, royalty- free,  irrevocable, perpetual, transferable, worldwide  license (with the right to sublicense) to make,  have made, use, offer to sell, sell, import, copy,  modify, create derivative works based upon,  distribute, sublicense, display, perform and  transmit any products, software, hardware,  methods or materials of any kind that are covered  by such Related Rights, to the extent necessary to  enable Company to exercise all of the rights  assigned to Company under this Agreement.  5. CONFIDENTIAL INFORMATION  For purposes of this Agreement, “Confidential  Information” means and will include: (i) any  information, materials or knowledge regarding  Company and its business, financial condition,  products, programming techniques, customers,  suppliers, technology or research and  development that is disclosed to Consultant or to  which Consultant has access in connection with  performing Services; (ii) the Consultant Work  Product; and (iii) the terms and conditions of this  Agreement.  Confidential Information will not  include any information that: (a) is or becomes  part of the public domain through no fault of  Consultant; (b) was rightfully in Consultant’s  possession at the time of disclosure, without  restriction as to use or disclosure; or  (c) Consultant rightfully receives from a third  party who has the right to disclose it and who  provides it without restriction as to use or  disclosure.  At all times, both during Consultant’s  engagement by Company as an independent  contractor and after its termination, and to the  fullest extent permitted by law, Consultant agrees  to hold all Confidential Information in strict  confidence, not to use it in any way, commercially  or otherwise, except in performing Services, and  not to disclose it to others.  Consultant further  agrees to take all actions reasonably necessary to  protect the confidentiality of all Confidential  Information.  Nothing in this Section 5 or  otherwise in this Agreement shall limit or restrict  in any way Consultant’s immunity from liability  for disclosing Company’s trade secrets as  specifically permitted by 18 U.S. Code  Section 1833, the pertinent provisions of which  are attached hereto as Exhibit B.  6. WARRANTIES  6.1 No Pre-existing Obligations.  Consultant  represents and warrants that Consultant has no  pre-existing obligations or commitments (and will  not assume or otherwise undertake any  obligations or commitments) that would be in  conflict or inconsistent with or that would hinder  Consultant’s performance of its obligations under  this Agreement.  6.2 Performance Standard.  Consultant  represents and warrants that Services will be  performed in a thorough and professional manner,  consistent with high professional and industry  standards by individuals with the requisite  training, background, experience, technical  knowledge and skills to perform Services.  6.3 Non-infringement.  Consultant represents  and warrants that the Consultant Work Product  will not infringe, misappropriate or violate the  rights of any third party, including, without  limitation, any Intellectual Property Rights or any  rights of privacy or rights of publicity, except to  the extent any portion of the Consultant Work  Product is created, developed or supplied by  Company or by a third party on behalf of  Company.  6.4 Competitive Activities.  During the term  of this Agreement, Consultant will not, directly or  indirectly, in any individual or representative  capacity, engage or participate in or provide  services to any business that is competitive with  





 






the types and kinds of business being conducted  by Company.  6.5 Non-Solicitation of Personnel.  During the  term of this Agreement and for a period of one (1)  year thereafter, Consultant will not directly or  indirectly solicit the services of any Company  employee or consultant for Consultant’s own  benefit or for the benefit of any other person or  entity.  7. INDEMNITY  Consultant will defend, indemnify and hold  Company harmless from and against all claims,  damages, liabilities, losses, expenses and costs  (including reasonable fees and expenses of  attorneys and other professionals) arising out of or  resulting from:  (a) any action by a third party against  Company that is based on a claim that any  Services performed under this Agreement, or the  results of such Services (including any Consultant  Work Product), or Company’s use thereof,  infringe, misappropriate or violate such third  party’s Intellectual Property Rights; and  (b) any action by a third party against  Company that is based on any act or omission of  Consultant and that results in: (i) personal injury  (or death) or tangible or intangible property  damage (including loss of use); or (ii) the  violation of any statute, ordinance, or regulation.  8. TERM AND TERMINATION  8.1 Term.  This Agreement will commence on  the Effective Date and terminate automatically on  the twelve-month anniversary of the Effective  Date.  8.2 Termination for Breach/Cause.  Either  party may terminate this Agreement (including all  Statements of Work) if the other party breaches  any material term of this Agreement and fails to  cure such breach within thirty (30) days following  written notice thereof from the non-breaching  party.  Company may terminate this Agreement  (including all Statements of Work) for Cause as  defined in the Separation Agreement to which this  Agreement is attached as an exhibit.  8.3 Effect of Termination.  Upon the  expiration or termination of this Agreement for  any reason: (i) Consultant will promptly deliver to  Company all Consultant Work Product, including  all work in progress on any Consultant Work  Product not previously delivered to Company, if  any; (ii) Consultant will promptly deliver to  Company all Confidential Information in  Consultant’s possession or control; and  (iii) Company will pay Consultant any accrued  but unpaid fees due and payable to Consultant  pursuant to Section 2.  8.4 Survival.  The rights and obligations of the  parties under Sections 2, 3.2, 4, 5, 6.3, 6.5, 7, 8.4,  8.5, and 9 will survive the expiration or  termination of this Agreement.  9. GENERAL  9.1 Assignment.  Consultant may not assign or  transfer this Agreement, in whole or in part,  without Company’s express prior written consent.   Any attempt to assign this Agreement, without  such consent, will be void.  Subject to the  foregoing, this Agreement will bind and benefit  the parties and their respective successors and  assigns.  9.2 No Election of Remedies.  Except as  expressly set forth in this Agreement, the exercise  by Company of any of its remedies under this  Agreement will not be deemed an election of  remedies and will be without prejudice to its other  remedies under this Agreement or available at law  or in equity or otherwise.  9.3 Equitable Remedies.  Because the Services  are personal and unique and because Consultant  will have access to Confidential Information of  Company, Company will have the right to enforce  this Agreement and any of its provisions by  injunction, specific performance or other  equitable relief, without having to post a bond or  other consideration, in addition to all other  





 






remedies that Company may have for a breach of  this Agreement at law or otherwise.  9.4 Attorneys’ Fees.  If any action is necessary  to enforce the terms of this Agreement, the  substantially prevailing party will be entitled to  reasonable attorneys’ fees, costs and expenses in  addition to any other relief to which such  prevailing party may be entitled.  9.5 Governing Law.  This Agreement will be  governed by and construed in accordance with the  laws of the State of California, excluding its body  of law controlling conflict of laws.  Any legal  action or proceeding arising under this Agreement  will be brought exclusively in the federal or state  courts located in the Northern District of  California and the parties irrevocably consent to  the personal jurisdiction and venue therein.  9.6 Severability.  If any provision of this  Agreement is held invalid or unenforceable by a  court of competent jurisdiction, the remaining  provisions of this Agreement will remain in full  force and effect, and the provision affected will be  construed so as to be enforceable to the maximum  extent permissible by law.  9.7 Waiver.  The failure by either party to  enforce any provision of this Agreement will not  constitute a waiver of future enforcement of that  or any other provision.  9.8 Notices.  All notices required or permitted  under this Agreement will be in writing, will  reference this Agreement, and will be deemed  given: (i) when delivered personally; (ii) one (1)  business day after deposit with a nationally- recognized express courier, with written  confirmation of receipt; or (iii) three (3) business  days after having been sent by registered or  certified mail, return receipt requested, postage  prepaid.  All such notices will be sent to the  addresses set forth above or to such other address  as may be specified by either party to the other  party in accordance with this Section.  9.9 Entire Agreement.  This Agreement,  together with all Statements of Work, constitutes  the complete and exclusive understanding and  agreement of the parties with respect to its subject  matter and supersedes all prior understandings  and agreements, whether written or oral, with  respect to its subject matter.  In the event of a  conflict, the terms and conditions of each  Statement of Work will take precedence over the  terms and conditions of this Agreement.  Any  waiver, modification or amendment of any  provision of this Agreement will be effective only  if in writing and signed by the parties hereto.  9.10 Counterparts.  This Agreement may be  executed in counterparts, each of which will be  deemed an original, but all of which together will  constitute one and the same instrument.  [SIGNATURE PAGE FOLLOWS]  





 






IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.    COMPANY:  ANAPTYSBIO, INC.  CONSULTANT:  HAMZA SURIA  By: /s/James Topper  By:  /s/Hamza Suria   Name: James Topper    Title: Chairman       





 






EXHIBIT A  STATEMENT OF WORK  1. Services. Solely as requested by the Company’s Chief Executive Officer or the Chairman of the  Company’s Board of Directors, Consultant will provide transition support, turnover of external  relationships, advice relating to the Company’s business, and related services, up to ten (10) hours per  week (the “Services”).  2. Compensation.  Company will pay Consultant $300 per hour for the Services.  Consultant shall  maintain documentation of the hours spent in performing the Services, and a description of the activities  performed during each interval.  Such documentation shall be required to be submitted to Company for  payment.      COMPANY:  ANAPTYSBIO, INC.  CONSULTANT:  HAMZA SURIA  By: /s/James Topper  By: /s/Hamza Suria   Name: Jamie Topper   Title: Chairman     





 






  EXHIBIT B  DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE:  18 U.S. Code Section 1833 provides as follows:  Immunity From Liability For Confidential Disclosure Of A Trade Secret To The  Government Or In A Court Filing.  An individual shall not be held criminally or civilly  liable under any Federal or State trade secret law for the disclosure of a trade secret that  (A) is made, (i) in confidence to a Federal, State, or local government official, either  directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or  investigating a suspected violation of law; or (B) is made in a complaint or other  document filed in a lawsuit or other proceeding, if such filing is made under seal.  Use of Trade Secret Information in Anti-Retaliation Lawsuit.  An individual who  files a lawsuit for retaliation by an employer for reporting a suspected violation of law  may disclose the trade secret to the attorney of the individual and use the trade secret  information in the court proceeding, if the individual (A) files any document containing  the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to  court order.