FEE AGREEMENT
Between GlukoMediTech AG, Alfred Herrhausen Str. 44 (FEZ), D-58455 Witten,
and
Ms. Dr. Sieglinde Borchert, resident in Sch neberger Str. 15, D-37085 G ttingen.
The contracting parties conclude the following Fee Agreement:
1. From 1 June 1998 on, Ms. Dr. Borchert will work as an independent
freelance collaborator and project co-ordinator for GlukoMediTech AG.
2. Ms. Dr. Borchert will work on the projects as freely determined by
herself. As for the rest, time and duration of her working hours are subject to
her sole absolute discretion. In making such determination, she shall take into
account the organizational and operational processes without, however, being
bound by them. Neither will she be integrated into the operations or operational
processes.
3. Ms. Dr. Borchert shall be paid an initial monthly flat-rate fee of DM
1,670.00 plus legal VAT, if applicable. The fee shall be due and payable at the
end of every month.
Any expenses possibly incurred by Ms. Dr. Borchert in connection with her
activities (see Item 1) shall be separately accounted for.
It is understood by the contracting parties that there is no social
security obligation with regard to Ms. Dr. Borchert who will herself take care
of health insurance and provisions for old age.
With regard to taxation, Ms. Dr. Borchert is to be treated as a freelance.
Therefore, no wage tax will be paid for her.
4. Ms. Dr. Borchert shall be free in determining any off-duty periods (such
as holiday, further training, congresses). For periods of absence due to
illness, she will effect an appropriate insurance (e.g. daily benefit
insurance).
5. Ms. Dr. Borchert declares that she does not suffer from any contagious
disease and has not concealed any physical or health defects, in particular
chronic diseases, as far as known to her.
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6. Ms. Dr. Borchert is obliged to observe absolute secrecy towards third
parties with regard to any and all internal affairs of the business, trade and
business secrets during and after the termination of this Fee Agreement. This in
particular applies to concrete and special knowledge, modes of procedure and
methods in connection with the development of the products of GlukoMediTech AG.
7. GlukoMediTech AG shall be exclusively entitled to the exploitation of any
inventions made during the work under this Fee Agreement. However, GlukoMediTech
AG shall not be obliged to exploit such invention, but can release it at its
complete discretion. If exploiting the invention, GlukoMediTech AG shall be
obliged to pay an adequate compensation. The amount of such compensation shall
depend on the value of the invention according to the exploitation of the
invention as compared to the overall project.
8. This Fee Agreement can be terminated by either party upon one month's
notice with effect from the end of a month, in conformity with 621 of the
BGB1.
9. Any alterations of or additions to this agreement must be made in
writing. The same applies to a possible waiver of adherence to the written form.
10. Should any provision of this agreement be invalid, this shall not affect
the validity of its remaining parts. The contracting parties undertake to
replace an invalid provision, if any, by a valid one that comes as close as
possible to the intended purpose or regulation.
Gottingen, 15 June 1998 Mainz, 15.June 1998
/signature/ /signature/
(Dr. S. Borchert) (Member of the Managing Board
of SanguiBioTech AG)
________________________
German Civil Code
