Consulting Agreement between Medicis Pharmaceutical Corporation and Michael A. Pietrangelo

Summary

Medicis Pharmaceutical Corporation has entered into an agreement with Michael A. Pietrangelo, who will serve as a consultant to the company. Mr. Pietrangelo will provide consulting services related to the pharmaceutical industry for at least four hours per month, with additional participation possible as needed. The agreement is effective for at least one year and renews automatically unless terminated with written notice. Mr. Pietrangelo will be paid $3,333 per month. Both parties agree to maintain confidentiality and provide mutual indemnification for certain liabilities arising from their respective actions or breaches of the agreement.

EX-10.1 2 p71352exv10w1.txt EXHIBIT 10.1 Exhibit 10.1 [MEDICIS LETTERHEAD] November 5, 1997 Michael A. Pietrangelo 9057 Forest Hill - Irene Cove Germantown, TN 38139 Dear Mr. Pietrangelo: This will confirm the agreement between Medicis Pharmaceutical Corporation and its affiliates ("Medicis" or the "Company") and Michael A. Pietrangelo ("Consultant") as to the terms and procedures of our relationship as set forth below: 1. RELATIONSHIP Consultant shall assist and consult with the Company and representatives, employees and affiliates in areas relating to the pharmaceutical industries, and shall be available for consultation for a minimum of four hours per month, with the possibility of including his participation in certain meetings on a negotiated, per diem basis, and shall be prepared to travel at mutually convenient times to such reasonable places as may be required to consult with the Company. 2. TERM This agreement shall be in effect upon the signing by both parties and shall continue for a minimum of one year, unless earlier terminated by either party by giving the other at least ninety (90) days written notice. This agreement shall renew automatically for further years until, or unless, canceled upon 30 days written notice. 3. FEES Consultant shall be paid $3,333 per month. Payments shall be paid semi-monthly through the Company's payroll administrator. Michael A. Pietrangelo November 5, 1997 Page Two 4. CONFIDENTIALITY Consultant understands that any information he receives from Medicis pertaining to its plans and purchases are proprietary and confidential and agrees to the terms and conditions of the Confidential Disclosure Agreement executed and attached as Exhibit A. 5. INDEMNIFICATION a. Consultant agrees to defend, indemnify and hold harmless Medicis, including its officers, directors and employees, against any and all losses, claims, demands, suits, actions, judgments, awards, damages, liabilities, costs, reasonable attorneys' fees (and all actions in respect thereof and any reasonable expenses in giving testimony or furnishing documents in response to a subpoena or otherwise) including the costs or investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Medicis is a party (all the foregoing, hereinafter collectively referred to as "Liabilities"), directly or indirectly caused by, relating to, or asserted by a third party, based upon or arising out of the conduct or operation of the business of Consultant and the failure of Consultant to perform any term, condition, or obligation required by this agreement to be performed by Consultant. Notwithstanding the foregoing, Consultant shall not have any liability to Medicis for any Liabilities resulting primarily and directly from Medicis' negligence, willful misconduct, or any matter for which Consultant is indemnified by Medicis in paragraph "b," below. b. Medicis agrees to defend, indemnify and hold harmless Consultant against any Liabilities, directly or indirectly caused by, relating to, or asserted by a third party, based upon or arising out of (a) Medicis' breach of this agreement; (b) the conduct or operation of the business of Medicis; (c) the failure of Medicis to perform any term, condition, or obligation required by this agreement to be performed by Medicis; or (c) any act or omission by Medicis in connection with its performance of its obligations under this agreement. Notwithstanding the foregoing, Medicis shall not have any liability to Consultant for any Liabilities resulting primarily and directly from Consultant's negligence, willful misconduct, or any matter for which Medicis is indemnified by Consultant in paragraph "a," above. Michael A. Pietrangelo November 5, 1997 Page Three c. With regard to the indemnification provisions provided for herein, the indemnitor shall assume the defense of any claim or suit and shall, upon the indemnitee's request, afford the latter the opportunity, at its own cost and expense, to cooperate in the defense thereof. Cancellation or expiration of this agreement shall not affect any obligation of any indemnitor, which shall be a continuing obligation. If the foregoing meets with your understanding and approval, please so indicate by executing this agreement in the place below and return one copy to my attention. Sincerely, Mark A. Prygocki, Sr. Chief Financial Officer ACCEPTED: /s/ Michael A. Pietrangelo /s/ Mark A. Prygocki, Sr. - ------------------------------ ---------------------------------- MICHAEL A. PIETRANGELO MEDICIS PHARMACEUTICAL CORPORATION Date: 11/10/97 Date: -------------------------- ----------------------------