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SEC Filings

10-Q
BEIGENE, LTD. filed this Form 10-Q on 08/09/2018
Entire Document
 

during the period starting on the Effective Date and ending on December 31, 2018;  (ii) a fixed annual fee of US$100,000 for the Services rendered hereunder for the year ending December 31, 2019; (iii) a fixed annual fee of US$100,000 for the Services rendered hereunder for the year ending December 31, 2020; and (iv) and such additional compensation, which, if any, shall be determined in the sole discretion of the Company. The Compensation maybe amended from time to time by the mutual agreement of the Consultant and the Company, subject to the Company's compliance with any applicable legal or regulatory requirements or rules of any stock exchange on which its securities are listed from time to time.

(b) The Company will reimburse the Consultant for reasonable and necessary out-of-pocket expenses incurred by him in connection with the performance of the Services hereunder; provided that the Consultant promptly provides and maintains a detailed expense account and receipts for such expenses.  Additionally, any expenses in excess of $1,000 (aggregate per month) will need to be approved by the Company in writing prior to such cost being incurred.

4. Termination.

(a) The Company may, without prejudice to any right or remedy it may have due to any failure of the Consultant to perform his obligations under this Consulting Agreement, terminate the Consultation Period immediately upon thirty (30) days prior written notice to the Consultant.  In the event of termination, the Consultant shall, upon request, perform such work as may be requested to transfer work in process to the Company or to a party designated by the Company.

(b) In the event of termination, the Consultant shall be entitled to payment for Services performed and expenses paid or incurred prior to the effective date of termination.  Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company.

(c) The Consultant expressly acknowledges that any termination of this Agreement will neither release nor discharge the Consultant from his obligations as specified in Sections 5,  7,  8 and 11 of this Agreement and his obligations under the attached Confidentiality, Non-Solicitation and Assignment of Inventions Agreement.

5. Restrictive Covenants.  As a condition of his engagement with the Company, the Consultant shall be required to execute, and hereby agrees to execute, the attached Confidentiality, Non-Solicitation and Assignment of Inventions Agreement (the “NDA”), which is attached hereto as Exhibit A.

6. Other Agreements.  The Consultant represents that his performance of all the terms of this Consulting Agreement and the performance of his duties as a consultant of the Company do not and will not breach any agreement with any third party to which the Consultant is a party (including without limitation any nondisclosure or non-competition agreement), and that the Consultant will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others, except for any confidential or proprietary information or material belonging to the Company which the Consultant used or accessed during his employment for the Company.

7. Return of Company Property.  Upon termination of this Consulting Agreement or at any other time upon request by the Company, the Consultant shall promptly deliver to the Company all records, files, memoranda, notes, designs, data, reports, price lists, customer lists, drawings, plans, computer programs, software, software documentation, sketches, laboratory and research notebooks and other documents (and all copies or reproductions of such materials) in his possession, custody or control relating in any way to the business or prospective business of the Company.

8. Cooperation.  The Consultant shall use his best efforts in the performance of his obligations under this Consulting Agreement.  The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform his obligations hereunder.  The Consultant shall cooperate with the Company’s personnel, shall not interfere with the conduct of the Company’s business and


 


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