EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”) shall be effective as of August 16, 2025 by and between Richard Straube, M.D., M.Sc. (“Consultant”), having a residential address at 2207 Milford Warren Glen Road, Bloomsbury, NJ 08804, and Soligenix Inc., a Delaware corporation (“Company”).
Now, therefore, Consultant and Company agree as follows:
(a)During the term of this Agreement, and thereafter for a period of five (5) years, Consultant shall not, without the prior written consent of Company, use for any purpose other than for the benefit of the Company or disclose to anyone any Confidential Information. By way of illustration, but not limitation, Confidential Information is related to the Company and to compounds now or hereafter included in the Company’s portfolio including, but not limited to orBec®, OrbeShield®, SGX201, RiVax®, ThermoVax®, SGX203, HyBryte™ (SGX301), SGX302, SGX945, SGX942, beclomethasone dipropionate, hypericin or dusquetide and shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information.
Confidential Information shall not include any information that can be established by competent evidence:
(i)is already in Consultant’s possession or control prior to the date of disclosure (provided that if such information is known by Consultant to be subject to another confidentiality agreement with, or other contractual, legal or fiduciary obligation of secrecy to, the Company, nothing in this Agreement shall abrogate such other agreement or obligation);
(ii)was or becomes generally available to the public other than as a result of a disclosure by Consultant by reason of any default with respect to a confidentiality obligation under this Agreement or otherwise between the parties; or
(iii)becomes available to Consultant on a non-confidential basis from a source other than the Company, provided that such source is not prohibited by a confidentiality agreement with or other contractual, legal or fiduciary obligation of nondisclosure to the Company.
(a) Consultant is presently under no contractual or other restriction or obligation which is inconsistent with Consultant’s execution of this Agreement or the performance of the Services, and during the term of this Agreement, Consultant shall not enter into any agreement, either written or oral, in conflict with this Agreement.
(b)Consultant shall be responsible for ensuring that any consulting agreement Consultant enters into with a for-profit entity (including, without limitation, this Agreement) is not in conflict with the patent, consulting or other policies of any person and institution by which Consultant is bound. Consultant represents and warrants that Consultant has determined that this Agreement complies with all such policies, if any.
(c)Consultant shall not perform any Services for the Company using any other institutions’ facilities, funds or resources or in any manner which could result in claims by any
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such institution of rights in any Inventions (as such term is hereinafter defined) without the express prior written agreement of Company and such Institution.
Company shall at all times during the term of this Agreement and thereafter defend, indemnify and hold Consultant harmless from and against any and all claims, suits, damages, liabilities, costs, and expenses, including but not limited to court costs and reasonable attorneys’ fees, incurred in connection with any third party claim arising out of or related to Consultant’s Services except to the extent caused by or based upon (i) the fraud, gross negligence or intentional misconduct of Consultant or (ii) breach by Consultant of any terms of this Agreement.
A party seeking indemnification under this Section shall give prompt written notice of the claim to the other party and, provided that the indemnifying party is not contesting the indemnify obligation, shall permit the indemnifying party to control any litigation relating to such claim and disposition of any such claim, provided that the indemnifying party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to the parties being indemnified under this Section and the indemnifying party shall not settle or otherwise resolve any claim without prior notice to the indemnified party. The indemnified party shall cooperate with the indemnifying party in its defense of any claim for which indemnification is being sought hereunder.
(b)Company shall have sole and exclusive title to Inventions which are made, conceived, reduced to practice or generated by Consultant in connection with the Services to the extent permitted by law.
(c)All other Inventions shall be the sole property of the Company and its assignees, and Consultant hereby assigns to the Company any and all rights he may have or acquire in such Inventions.
(d)At the Company’s expense as per compensation for consultant in this Agreement, Consultant will assist the Company in every manner to obtain and, from time to time, to enforce patents on any Inventions in any and all countries and will execute all documents which
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the Company may desire for such purpose, together with assignments of such patents to the Company or person designated by it. Consultant hereby designates and appoints the Company with its duly authorized officers and agents, as agents and attorneys-in-fact to act for Consultant and on its behalf to execute and file documents and to do all other lawfully permitted acts to further the prosecution and issuance of patents on such Inventions with the same legal force and effect as if executed by Consultant.
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If to Consultant:
Richard Straube, M.D., M.Sc.
Address: 2207 Milford Warren Glen Road
Bloomsbury, NJ 08804
Phone: 908-235-1146
Email: straube@enter.net
Tax ID: ###-##-####
If to Company:
Soligenix, Inc.
29 Emmons Drive, Suite B-10
Princeton, NJ 08540
Tel: | (609) 538-8200 |
Fax: | (609) 452-6467 |
Email: | arumage@soligenix.com |
Attn: Adam Rumage, VP Regulatory Affairs and Project Management
{signature page follows}
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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.
SOLIGENIX, INC. | | ||||
| | ||||
By: | /s/ Christopher J. Schaber | By: | /s/ Richard Straube | ||
| Christopher J. Schaber, PhD | | Richard Straube, M.D., M.Sc. | ||
| President and Chief Executive Officer | | Consultant |
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