SENESCO, INC.
34 Chambers Street
Princeton, New Jersey 08542
July 12, 1999
Dr. John E. Thompson, Dean of Science
University of Waterloo
Waterloo, Ontario N2L 3G1
Canada
Dear Dr. Thompson:
Reference is made to our discussions with respect to your rendering
consulting services to us. In accordance with such discussions, we propose the
following agreement between you as "CONSULTANT" and this company, Senesco, Inc.
(hereinafter "COMPANY"). This agreement will supersede all previous consulting
agreements entered between you and Senesco, Inc. or Senesco, LLC.
1. For good and valuable consideration, the receipt of which is hereby
acknowledged, CONSULTANT agrees to render consulting services in the field of
controlling senescence in living cells, including the research, development,
perfection and testing relative to said field of controlling senescence in
living cells, such work being hereinafter referred to as the "Field of this
Agreement."
2. COMPANY, through its designated representatives, will request of the
CONSULTANT exclusive consulting services in the Field of this Agreement, when
needed, and CONSULTANT shall not undertake any competing assignments, and
CONSULTANT agrees to use his best efforts to meet such requests. Such consulting
services will be carried out at the University of Waterloo facilities at
Waterloo, Ontario, CANADA, or elsewhere as may be agreed upon in writing by the
parties.
3. COMPANY will reimburse CONSULTANT at a rate of $3,000 per month plus
disbursements. Such $3,000 is payable by the COMPANY at the beginning of each
month (effective 5/1/99). For disbursements, CONSULTANT shall submit an invoice
at the end of any month in which he incurs such expenses. Invoices so submitted
shall be paid within fifteen (15 days) after receipt and approval by COMPANY.
<PAGE>
Dr. John E. Thompson
July 12, 1999
Page 2
4. CONSULTANT agrees to keep confidential any technical information or
data relating to the Field of this Agreement which is made available to him by
COMPANY or which results from CONSULTANT's work for COMPANY; and CONSULTANT
agrees that he will not disclose confidential information or data relating to
the Field of this Agreement to others without COMPANY's prior written agreement.
5. CONSULTANT agrees to promptly disclose to COMPANY any inventions or
improvements made or conceived by him, either alone or jointly with others,
during the term of this agreement or within one (1) year thereafter in the
course of or as a result of work done hereunder, or as a result of information
supplied to CONSULTANT, directly or indirectly, by COMPANY. CONSULTANT also
agrees to assign to COMPANY the CONSULTANT's entire right, title and interest in
and to any and all such inventions and improvements and to execute such
documents as may be required to file applications and to obtain patents or
improvements in the United States, Canada or in any other country or countries
that COMPANY shall decide to file in. CONSULTANT warrants that he does not have
any commitments to others under which he is obligated to assign to such others
inventions or improvements, or right therein, in conflict with his obligations
to COMPANY hereunder.
6. CONSULTANT agrees that the consideration of Paragraph 1 hereunder is
full and complete compensation for all obligations assumed by him hereunder and
for all inventions, improvements and patent rights assigned under this
agreement.
7. CONSULTANT agrees that he will not, during the term of this agreement,
perform consulting work for other in the Field of this Agreement, or in any
related fields that are relevant to the field of controlling senescence in
living cells, without the prior written approval of COMPANY.
8. Any notices, payments or statements to be made under this agreement
shall be made to CONSULTANT at the address to which this letter is directed, and
to COMPANY (except for technical reports to be made to COMPANY's designated
representative), at the above identified address, to the attention of Phillip
Escaravage, President, or at such other latest address designated in writing by
the parties for such purposes.
<PAGE>
Dr. John E. Thompson
July 12, 1999
Page 3
9. It is understood and agreed that CONSULTANT will be serving under this
agreement as an independent contractor and that the relationship of employer and
employee shall not exist between COMPANY and CONSULTANT hereunder, and employee
shall not exist between COMPANY and CONSULTANT hereunder, and CONSULTANT shall
not be eligible to participate in any benefits extended by COMPANY to its
employees.
10. The obligations set forth in Paragraphs 4 and 5 above shall survive the
termination of this agreement to the extent indicated therein.
11. The term of this agreement shall be twenty-six (26) months, beginning
May 1, 1999 and ending, June 30, 2001, and shall be automatically renewable for
two additional three-year terms, unless either of the parties notifies the other
with written notice (as provided in paragraph 8) within six (6) months of the
end of the term.
If you agree to the foregoing, please indicate your acceptance by signing
below and returning same to us.
Very truly Yours truly,
SENESCO, INC.
By: /s/ Phillip Escaravage
-----------------------------------
Name: Phillip Escaravage
Title: President
AGREED TO AND ACCEPTED:
This 15th day of July, 1999
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/s/ John E. Thompson
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Dr. John E. Thompson
