Management Services Agreement between Lakaro Biopharmaceuticals, Inc. and B.R.T. Biopharmaceuticals Ltd. dated November 30, 1999

Summary

Lakaro Biopharmaceuticals, Inc. (the Sponsor) and B.R.T. Biopharmaceuticals Ltd. (the Company) entered into this agreement for the Company to provide management, research, development, and marketing services related to the Sponsor’s biopharmaceutical business. The Sponsor will pay the Company a monthly fee based on incurred expenses. The agreement can be terminated by either party with 90 days’ written notice. Both parties must keep information confidential, and the Company will indemnify the Sponsor against certain losses, except those caused by the Sponsor’s own misconduct.

EX-10.13 8 0008.txt MANAGEMENT SERVICES AGREEMENT DATED NOV 30, 1999 EXHIBIT 10.13 MANAGEMENT SERVICES AGREEMENT THIS MANAGEMENT SERVICES AGREEMENT is made as of the 30th day of November, 1999 by and between Lakaro Biopharmaceuticals, Inc., a Delaware corporation (the "Sponsor") and B.R.T. Biopharmaceuticals Ltd. (the "Company") an Israeli company having its registered offices at Sha'arei Ha'ir, 216 Jaffa Street, Jerusalem, Israel. WHEREAS the Sponsor is a biopharmaceutical company engaged in the research and development of biopharmaceutical products for the world market (the "Business"); and WHEREAS the Sponsor wishes to engage the services of its subsidiary, the Company, to carry out the services more fully set forth below in connection with the Business. NOW, THEREFORE, the parties agree as follows: 1. Services -------- The Company shall, in consultation with the Sponsor: 1.1 supervise and monitor the research and development conducted in Israel in connection with the Business; 1.2 advise the Sponsor with respect to the direction of the Sponsor's research and product development in connection with the Business; and 1.3 report to the Sponsor on the progress of the research and product development being conducted in Israel in connection with the Business; and 1.4 assist in the performance of marketing services on behalf of the Sponsor in connection with the Business and any products developed in the Business; 1.5 continue with research and development, which shall include without limitation, the conducting of clinical trials; and 1.6 engage the services of advisory firms, consultants, and professionals, as it deems necessary, in order to better perform the services enumerated above (the "Services") or other services in connection therewith. 2. Payment ------- In consideration for the Services, the Sponsor will pay the Company during the term of this Agreement, a monthly fee equal to the amount of 110% of expenses incurred (the "Fee"), to be adjusted annually between the Sponsor and the Company, plus Value Added Tax ("VAT") thereon, if payable, at the rate applicable at the time of issue by the Company to the Sponsor of a tax invoice in respect of the Services. The Fee shall be paid quarterly in advance on the first business day of January, April, July and October in each year during the term hereof. 3. Effective Period ---------------- This Agreement shall become effective upon its execution, and shall remain in effect until either party terminates the Agreement by giving the other party ninety (90) days prior written notice of termination. 4. Relationship of Parties ----------------------- The Company is an independent contractor and is not an agent or employee of, and has no authority to bind, the Sponsor by contract or otherwise, unless and to the extent expressly authorized in writing by the Board of Directors of the Sponsor, whether by grant of power of attorney or otherwise. 5. Confidentiality --------------- The Sponsor and the Company warrant and undertake that during the term of this Agreement and subsequent thereto, it shall maintain confidentiality and also be liable for its employees and/or representative and/or persons acting on its behalf maintaining absolute confidentiality of all in formation, details and data which is in and/or comes to its knowledge and/or that of its employees and/or representatives and/or persons acting on its behalf directly or indirectly relating to the Services, the Know How or any products based on the Know How. The Sponsor and the Company undertake not to convey or disclose (except in connection with the fulfillment of its duties under this Agreement) anything in connection with the foregoing. "Confidential Information" shall include, but shall not be limited to, confidential or proprietary scientific or technical information or data, business plans, trade secrets, or other confidential information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Sponsor or the Company generally, or of any subsidiary or affiliate of the Sponsor or the Company. "Confidential Information" shall not include, however, information in the public domain, information disclosed to the Sponsor or the Company by a third party entitled to disclose it without any obligation of confidentiality, or, information already known to the Sponsor or the Company prior to its receipt. 6. Indemnification. ---------------- The Company agrees to indemnify and hold harmless the Sponsor and its respective partners, affiliates, shareholders, directors, officers, agents, advisors, representatives, employees, counsel and controlling persons within the meaning of the Securities Act of 1933, as amended, (a "Sponsor Indemnified Party") from and against any and all direct losses, liabilities, claims, damages and expenses whatsoever (and all actions in respect thereof) but excluding consequential loss and to reimburse the Sponsor Indemnified Party for reasonable legal fees and related expenses as incurred (including, but not limited to the costs of giving testimony or furnishing documents in response to a subpoena or otherwise, the costs of investigating, preparing, pursuing or defending any such action or claim whether or not pending or threatened, whether or not resulting in any liability, and whether or not the Sponsor or any Sponsor Indemnified Party is a party thereto), insofar as such losses, liabilities, claims, damages or expenses arise out of, relate to, whether or not resulting in any liability, are incurred in connection with or are in any way a result of (a) this Agreement, including any modifications or future additions to this Agreement, (b) any act by the Company or any Sponsor Indemnified Party taken in connection with the services to be provided under this Agreement, (c) the employment by the Company of any device, scheme or artifice to defraud, or the engaging by the Company in any act, practice or course of business which operates or would operate as a fraud or deceit, or any conspiracy with respect thereto, in connection with this Agreement; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon the negligence, recklessness or willful misconduct of the Sponsor or any Sponsor Indemnified Party. 7. Amendments: Waivers ------------------- This Agreement may be altered or amended, and any provisions hereof may be waived, only upon the written approval of the Sponsor and the Company. 8. Notices ------- Any notice or other communication given under this Agreement shall be deemed to have been given in writing (including telex, telecopy or similar teletransmission) addressed as provided below or to the addressee at such other address as the addressee shall have specified by notice actually received by the addressor), and if either (a) actually delivered in fully legible form to such address (evidenced in the case of a telex by receipt of the correct answerback) or (b) in the case of a letter, five days shall have elapsed after the same shall have been deposited in the post, with postage prepaid and registered or certified. If to the Sponsor, to it at: c/o Paramount Capital, Inc. 787 Seventh Avenue, 48th floor New York, New York 10019 Attn: Peter Kash Tel: 212 ###-###-#### Fax: 212 ###-###-#### If to the Company, to it at: 216 Jaffa Road Sha'arei Ha'ir Jerusalem, Israel 94383 Attn: Bob Trachtenberg Tel: 972-2 ###-###-#### Fax: 972-2 ###-###-#### 9. Successors ---------- This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns provided, however, that neither party may assign this Agreement except to an Affiliate that agrees in writing to bound hereby and to assume all of the obligations of the assigning party hereunder. For the purposes hereof, an "Affiliate" shall mean any entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, either party hereto. 10. Headings -------- The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning hereof. 11. Entire Agreement ---------------- This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof and constitutes the entire agreement of the parties relating to the subject matter hereof. 12. Governing Law ------------- This Agreement shall be governed by and construed in accordance with the laws of Israel. IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as an agreement under seal as of the date first above written. Lakaro Biopharmaceuticals, Inc. B.R.T. Biopharmaceuticals, Ltd. By: /s/ Bob Trachtenberg By: /s/ Ira Weinstein ----------------------------- ---------------------------- Name: Bob Trachtenberg Name: Ira Weinstein --------------------------- -------------------------- Title: Secretary Title: CFO -------------------------- -------------------------