image health
Exhibit 10.22
CONSULTANCY LETTER AGREEMENT
EFFECTIVE DATE: January 31, 2023
BY AND BETWEEN: ITEOS THERAPEUTICS INC. (“ITEOS”)
ADDRESS: 321 Arsenal St., Watertown, MA 02472
AND
CONSULTANT’S NAME: Matthew Roden (“You” or “Consultant”)
CONSULTANT’S ADDRESS:
(hereinafter ITEOS and Consultant being referred to as the “Parties” collectively or “Party” individually).
RE: Consultancy Letter Agreement
Dear Dr. Roden,
This consultancy letter agreement (the "Agreement") confirms your engagement by ITEOS as a consultant for ITEOS, as of the Effective Date set forth above, to perform certain services as may be agreed in writing from time to time as set forth below (collectively, the "Services").
In addition, ITEOS will reimburse for reasonable out-of-pocket expenses in performing the Services, provided the expenses are pre-approved by ITEOS. Out-of-pocket and pass-through costs shall not include any overhead or profit and must be supported by original invoices.
Requests for payment for Services and other pre-approved reimbursements shall be submitted no less frequently than quarterly in arrears or as otherwise agreed between the Parties, with original supporting documentation attached. All invoices will be paid by ITEOS within thirty (30) days of receipt. Payment will be made by ITEOS in accordance with the details set forth in each Work Order.
1/ NUMPAGES 8
image health
You shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.
Upon termination, ITEOS' sole obligation to you shall be to pay you any outstanding monies owed to you up to the time of such notice of termination, for Services actually performed and, subject to ITEOS' obligation (if any) to reimburse the reasonable out-of-pocket expenses actually incurred by you up to the date of termination. You shall furnish ITEOS with notice of any outstanding expenses within sixty (60) days from the date of termination. To the extent that such actual charges and expenses shall be less than the total monies previously paid to you, you shall promptly refund to ITEOS any and all excess funds. ITEOS' right to terminate this Agreement pursuant to this Section 5 shall be in addition to other rights and remedies that ITEOS may have at law or in equity.
2/ NUMPAGES 8
image health
You agree that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or on behalf of you during the period that you are to be providing the Services that relate to ITEOS or the business or demonstrably anticipated business of ITEOS or in connection with the Services or that are received by or for ITEOS in confidence, constitute “Proprietary Information.” You shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, you shall not be obligated under this paragraph with respect to information you can document is or becomes readily publicly available without restriction through no fault of your own. Upon termination or
3/ NUMPAGES 8
image health
as otherwise requested by ITEOS, you will promptly provide to ITEOS all items and copies containing or embodying Proprietary Information, except that you may keep personal copies of compensation records and this Agreement. You also recognize and agree that you have no expectation of privacy with respect to ITEOS’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that your activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
As additional protection for Proprietary Information, you agree that during the period over which you are to be providing the Services, and for six (6) months thereafter, (i) you will not directly or indirectly encourage or solicit any employee or consultant of ITEOS to leave ITEOS for any reason and (ii) you will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of ITEOS, and you will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of ITEOS. Without limiting the foregoing, you may perform services for other persons, provided that such services do not represent a conflict of interest or a breach of your obligation under this Agreement or otherwise.
To the extent allowed by law, any license granted ITEOS hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). Furthermore, you agree that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, ITEOS may and is hereby authorized to (and to allow others to) use your name in connection with promotion of its business, products or services. To the extent any of the foregoing is ineffective under applicable law, you hereby provide any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agree not to assert any Moral Rights with respect thereto. You will confirm any such ratifications and consents from time to time as requested by ITEOS. If any other person is in any way involved in any Services, you will obtain the foregoing ratifications, consents and authorizations from such person for ITEOS’s exclusive benefit.
If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to you (or any person involved in the Services) and not assigned hereunder, you hereby grant ITEOS and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of ITEOS’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
4/ NUMPAGES 8
image health
If you are, or become, a member of any committee that develops formularies or clinical practice guidelines, you hereby warrant that you shall disclose to such committee the nature and existence of this Agreement with ITEOS and shall follow any other procedure that the individual formulary or clinical practice guideline may require. This obligation shall survive expiration of this Agreement for a period of two (2) years.
5/ NUMPAGES 8
image health
20.1 Each party acknowledges that for the purposes of applicable data protection laws, including, without limitation, the General Data Protection Regulation (‘GDPR’), it is a ‘controller’ as defined by the GDPR.
20.2 Each party shall comply with its obligations under the GDPR, including, without
limitation:
Obtaining all necessary consents or establishing such other legal basis as may be required under the GDPR to enable the processing of candidates’ personal data for the purposes of the Agreement;
Providing all necessary transparency information as may be required under the GDPR for the performance of the Agreement; and
Complying with the principles and all other applicable requirements of the GDPR (including in relation to data transfers) in relation to all Personal Data processed in the performance of the Agreement.
20.3 Breach of this Section shall be deemed a material breach of the terms of the
Agreement.
[Remainder of Page Left Intentionally Blank; Signature Page Follows]
6/ NUMPAGES 8
image health
7/ NUMPAGES 8
image health
ITEOS THERAPEUTICS INC.: | ACCEPTED BY CONSULTANT: |
/s/ Michel Detheux | /s/ Matthew Roden |
Name: Michel Detheux | Name: Matthew Roden |
Title: President and CEO
|
|
|
8/ NUMPAGES 8
image health
EXHIBIT A: SCOPE OF SERVICES
Re: Work Order No. 1
This Work Order serves as an addendum to the Agreement and is incorporated therein and expressly made a part thereof. This Work Order is effective as from the date of the last signature below. The Agreement is hereby amended as follows:
WORK ORDER / SERVICES:
You agree to provide consulting services to the Company in any area of your expertise, including but not limited to, providing strategic advice and counseling and participating in meetings and telephone conference as requested by the Science and Technology Committee of the Company’s Board of Directors or the Company’s Chief Executive Officer.
TERM:
The Services provided pursuant to this Work Order shall be completed on or before January 31, 2024.
FEES:
ITEOS shall pay you the following fees for your Services and will reimburse for reasonable out-of-pocket expenses in performing the Services, provided the expenses are pre-approved by the ITEOS:
A yearly fee of $5,000 and an additional hourly fee of $400 per hour for each hour you perform the Services during the Term. This payment shall be considered full and complete compensation for all Services rendered in accordance with this Agreement.
EQUITY:
The outstanding Company equity awards issued to you as of the Effective Date, as attached hereto in Exhibit B, shall continue to be eligible to vest through the last day of the Term in accordance with the Company’s 2020 Stock Option and Incentive Plan, as amended (“2020 Plan”), and/or any award agreement executed by you (collectively, the “Equity Agreement”). Provided that the Term does not terminate for Cause, as defined in the 2020 Plan, your Company stock option awards that are vested and outstanding as of the last day of the Term shall remain exercisable during the 6-month period following the Term. All of your Company equity awards that remain unvested as of the last day of the Term shall be immediately cancelled and forfeited as of such date for no consideration.
ITEOS THERAPEUTICS INC. | CONSULTANT |
/s/ Michel Detheux | /s/ Matthew Roden |
Name: Michel Detheux | Name: Matthew Roden |
Title: President and CEO |
|
9/ NUMPAGES 8