CORMEDIXINC.

iii. 

The Consultant may from time to time be unavailable to attend meetings or perform other consulting duties, due to other prior obligations including but not limited to teaching and other academic duties and attending scientific conferences, and such unavailability shall not be considered a breach of this Agreement if the Consultant gives the Company reasonable notice of such unavailability.

b.

The limitations imposed by this Section 5 shall not apply to (i) information which at the time of disclosure to Consultant is in the public domain or already possessed by the Consultant, (ii) information which becomes available to the public at any time, other than as a result of acts by the Consultant in violation of this Agreement, (iii) information which is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law and (iv) information disclosed to the Consultant in good faith by a third party who has an independent right to such information and who discloses the same to the Consultant.

c.

Non-Disclosure of Third Party Proprietary Information. Consultant will not, during his consulting service with the Company under this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer, or other person or entity with whom he has an agreement or duty to keep in confidence information acquired by him in confidence, if any.

d.

Remedies. Consultant agrees that the Company shall, in addition to any other remedies available to it, be entitled to preliminary and permanent injunctive relief against any breach by Consultant of the covenants contained in this Section 5, without having to post bond.

6. 

a.

Subject to this Section 6, Consultant agrees that any Inventions (as defined below) shall be the property of the Company and its assigns and shall be treated as works made for hire. Consultant agrees to assign, and does hereby assign, to the Company all right, title and interest in and to all such Inventions. As used herein, “Inventions” includes all inventions, improvements, biological materials, know-how, data and other subject matter (whether or not patented or patentable, and including all intellectual property rights therein) developed, made, conceived, reduced to practice, discovered or learned by Consultant, solely or jointly with others, in the course of providing the Consulting Services.

b.

Consultant agrees to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in any Invention and any intellectual property rights therein in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any intellectual property rights therein.

a.

Upon termination of Consultant’s service with the Company for any reason, the Company shall have no further obligation to Consultant under this Agreement other than for amounts earned through the date of termination. No severance pay or other benefits of any kind will be provided.

b.

The following shall constitute “Cause”: (i) any willful act of personal dishonesty, fraud or misrepresentation taken by the Consultant in connection with his responsibilities as a Consultant which was intended to result in substantial gain or personal enrichment of the Consultant at the expense of the Company and was materially and demonstrably injurious to the Company; (ii) the Consultant’s conviction of a felony on account of any act which was materially and demonstrably injurious to the Company; or (iii) the Consultant’s willful and continued failure to substantially perform his principal duties and obligations (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not remedied in a reasonable period of time after receipt of written notice from the Company. For the purposes of this Section, no act or failure to act shall be considered “willful” unless done or omitted to be done in bad faith and without reasonable belief that the act or omission was in or not opposed to the best interests of the Company. The following shall constitute “Frustration of Purpose”: any change in University Policies which materially adversely affects Consultant’s ability to perform the services contemplated hereunder or to assign his rights in Inventions to the Company as provided for herein.

c.

The following shall constitute “Good Reason” for termination: material breach by the Company of any provision of this Agreement which breach continues for more than ten (10) business days following written notice from Consultant to the Company setting forth in reasonable detail the nature of such breach.

a.

Consultant hereby represents and warrants to the Company that there exist no actual, pending, threatened, or available claims (by the University, the United States Department of Veterans Affairs, or any other entity or individual with whom Consultant has been employed or for whom Consultant has performed services) of ownership or rights to any intellectual property owned or licensed by the Company.

b.

Consultant hereby indemnifies, defends and holds harmless the Company, its affiliates and their respective officers, directors, employees and agents (each an “Indemnitee”) from and against any and all losses, damages, liabilities or expenses (including reasonable attorneys fees and other costs of defense) in connection with any and all actions, suits, claims or demands that may be brought or instituted against any Indemnitee by any third party based on, arising out of, or resulting from, any (a) breach by Consultant of his representations, warranties or covenants under this Agreement, (b) negligent act or omission, fraud, or the willful misconduct of Consultant in performing his obligations under this Agreement, or (c) the assertion of ownership or rights to any intellectual property owned licensed by the Company by the University, the United States Department of Veterans Affairs, or any other entity or individual with whom Consultant has been employed or for whom Consultant has performed services.

13.

Successors, etc. This Agreement shall be binding upon and shall inure to the benefit of the Company’s successors, transferees and assigns. The Company requires the personal services of Consultant hereunder, and Consultant may not assign this Agreement.