Attached files
file | filename |
---|---|
10-Q - 10-Q - Dare Bioscience, Inc. | ceru-10q_20150630.htm |
EX-31.1 - EX-31.1 - Dare Bioscience, Inc. | ceru-ex311_6.htm |
EX-32.2 - EX-32.2 - Dare Bioscience, Inc. | ceru-ex322_8.htm |
EX-31.2 - EX-31.2 - Dare Bioscience, Inc. | ceru-ex312_7.htm |
EX-10.1 - EX-10.1 - Dare Bioscience, Inc. | ceru-ex101_79.htm |
EX-10.3 - EX-10.3 - Dare Bioscience, Inc. | ceru-ex103_129.htm |
EX-32.1 - EX-32.1 - Dare Bioscience, Inc. | ceru-ex321_9.htm |
Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made effective as of May 27, 2015 (the “Effective Date”), by and between Cerulean Pharma Inc., a Delaware corporation, with its principal place of business being 840 Memorial Drive, 5th Floor, Cambridge, MA 02139 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company possesses know-how and proprietary technology related to oncology drug discovery and development; and
WHEREAS, Danforth has expertise in financial and corporate operations and strategy; and
WHEREAS, Danforth desires to serve as an independent consultant for the purpose of providing the Company with certain strategic and financial advice and support services, as more fully described in Exhibit A attached hereto, (the "Services"); and
WHEREAS, the Company wishes to engage Danforth on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties agree and covenant as follows.
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is not cured within thirty (30) days of written notice of such default or (ii) the commission of any act of fraud, embezzlement or deliberate disregard of a rule or policy of the Company. |
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Time Commitment. Danforth will devote such time to perform the Services under this Agreement as may reasonably be required, and as mutually agreed by the Parties. |
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Place of Performance. Danforth will perform the Services at such locations upon which the Company and Danforth may mutually agree. Danforth will not, without the prior written consent of the Company, perform any of the Services at any facility or in any manner that might give anyone other than the Company any rights to or allow for disclosure of any Confidential Information (as defined below). |
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Compliance with Policies and Guidelines. Danforth will perform the Services in accordance with all rules or policies adopted by the Company that the Company discloses in writing to Danforth. |
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11. |
No Implied Warranty. Except for any express warranties stated herein, the Services are provided on an "as is" basis, and the Company disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Services or any part thereof. Further, in performing the Services Danforth is not engaged to disclose illegal acts, including fraud or defalcations, which may have taken place. The foregoing notwithstanding, Danforth will promptly notify the Company if Danforth becomes aware of any such illegal acts during the performance of the Services. Because the Services do not constitute an examination in accordance with standards established by the American Institute of Certified Public Accountants (the “AICPA”), Danforth is precluded from expressing an opinion as to whether financial statements provided by the Company are in conformity with generally accepted accounting principles or any other standards or guidelines promulgated by the AICPA, or whether the underlying financial and other data provide a reasonable basis for the statements. |
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Independent Contractor. Danforth is not, nor shall Danforth be deemed to be at any time during the term of this Agreement, an employee of the Company, and therefore Danforth shall not be entitled to any benefits provided by the Company to its employees, if applicable. Danforth’s status and relationship with the Company shall be that of an independent contractor and consultant. Danforth shall not state or imply, directly or indirectly, that Danforth is empowered to bind the Company without the Company's prior written consent. Nothing herein shall create, expressly or by implication, a partnership, joint venture or other association between the parties. Danforth will be solely responsible for payment of all charges and taxes arising from his or her relationship to the Company as a consultant. |
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If to the Company:
Name: |
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Chris Guiffre |
Title: |
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President and Chief Executive Officer |
Address: |
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840 Memorial Drive, 5th Floor, Cambridge, MA 02139 |
Phone: |
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(617) 551-9600 |
E-mail: |
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cguiffre@ceruleanrx.com |
If to Danforth:
Name: |
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Gregg Beloff |
Title: |
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Managing Director |
Address: |
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91 Middle Road |
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Southborough, MA 01772 |
Phone: |
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1 617 686-7679 |
E-mail: |
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gbeloff@danforthadvisors.com |
18. |
Headings. The Section headings are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. |
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20. |
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding choice of law principles. The Parties agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a Federal or State court of competent jurisdiction sitting in the Commonwealth of Massachusetts. |
21. |
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one agreement. |
If you are in agreement with the foregoing, please sign where indicated below, whereupon this Agreement shall become effective as of the Effective Date.
DANFORTH ADVISORS, LLC |
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CERULEAN PHARMA INC. |
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By: |
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/s/ Gregg Beloff |
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By: |
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/s/ Christopher D. T. Guiffre |
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Print Name: |
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Gregg Beloff |
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Print Name: |
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Christopher D. T. Guiffre |
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Title: |
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Managing Director |
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Title: |
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President & Chief Executive Officer |
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Date: |
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May 27, 2015 |
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Date: |
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May 27, 2015 |
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EXHIBIT A
Description of Services and Schedule of Fees
Danforth will perform mutually agreed to finance, accounting and other administrative functions (the “Services”) which are necessary to support the achievement of the Company’s strategic and financial objectives, and the management of the Company’s business.
Services
CFO Services:
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Participate in financing activities |
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Ensure compliance with SEC filing and other regulatory requirements |
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Support investor relations activities |
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Oversee the finance and accounting functions |
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Board, Audit, Compensation, and Corporate Governance committee meeting preparation, support and attendance |
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Other CFO services, as needed/requested: |
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Strategic business planning |
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Supplier contract negotiation and cost reduction planning |
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Corporate and business development/licensing support |
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Financial modeling, planning and analysis |
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Strategic opportunity assessment |
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Stock option plan management |
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Capitalization table management |
CFO services will be provided by Gregg Beloff, Managing Director of Danforth.
Other Services:
Danforth also offers Services including, but not limited to, supporting the Company with:
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Technical Accounting |
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FP&A |
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Additional special projects as may be requested by Company |
The Parties recognize that the time required to provide the Services will fluctuate, depending on the Company’s needs and priorities, and to some extent external events that cannot be controlled or accurately predicted. Therefore, the Parties will meet as soon as possible after the execution of this Agreement to agree on the prioritization of tasks and the level of resources required, and will meet periodically, but no less frequently than monthly, to re-assess resourcing.
Hourly Consulting Fees:
CFO: Gregg Beloff |
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$280/hour |
Technical Accounting |
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$270/hour |
Senior Director of Finance: |
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$165/hour |
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Danforth shall submit invoices to Cerulean, which shall be payable by Cerulean in accordance with Section 2 of the Agreement.
Equity Compensation
Additionally, Cerulean shall grant to Gregg Beloff, in his individual capacity as consultant to the Company, a nonqualified stock option grant, in accordance with and pursuant to the Company’s 2014 Stock Option Plan and a customary stock option agreement, of 90,000 shares of Cerulean common stock (the “Option”). The shares subject to the Option will vest over a one year period, starting as of the Effective Date, with 1/12th of the shares vesting on May 31, 2015 and at the end of each month of continuous service thereafter. Shares subject to the Option which are vested as of the expiration or termination of this Agreement shall be exercisable for a period of up to one (1) year after such expiration or termination.
Together, the hourly consulting fees (as set forth above) and the Option constitute the Total Compensation in accordance with Section 2 of the Agreement.
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