DATED 19th June 2007 and and
EXHIBIT 10.31
XXXXXXXX
XXXX
DATED
19th June
2007
(1) PROPHARMA
PARTNERS LIMITED
and
(2) MEDGENICS,
INC.
and
(3) MEDGENICS
MEDICAL ISRAEL, LTD.
00
Xxxxxxx Xxxxxx Xxxxxx X0X 0XX
Tel: 000
0000 0000 Fax: 000 0000 0000
THIS AGREEMENT is made the 19th day of
June 2007
BETWEEN:
|
(1)
|
PROPHARMA PARTNERS LIMITED a company
incorporated pursuant to the laws of England and Wales and having its
registered office at 0xx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx X0X 0XX,
Xxxxxx Xxxxxxx (hereinafter referred to as “ProPharma”);
and
|
|
(2)
|
MEDGENICS, INC. a company having a place
of business at 0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000,
XXX and
|
MEDGENICS MEDICAL ISRAEL, LTD. a company having
a place of business at Xxxxxxxx 00 Xxxxxxx, Xxxxxx (hereinafter separately or
together referred to as “the Company”).
WHEREAS:
|
A
|
ProPharma
is engaged in the business of providing consultancy services to the
pharmaceutical industry in relation to pharmaceutical products and has
considerable skill, knowledge and experience in that
field.
|
|
B
|
the
Company wishes to engage ProPharma to carry out the Service (as defined
below) and ProPharma has agreed to carry out the Service for the Company
on the terms set forth below
|
THE PARTIES AGREE as follows:
|
1
|
Definitions
|
|
1.1
|
In
this agreement the following words and phrases shall have the respective
following meanings except where the context requires
otherwise:
|
|
“Confidential
Information”
|
means
any information oral, visual or written that is disclosed, pursuant to
this agreement, by the Company or its Affiliates to ProPharma or its
Affiliates, employees, contractors or agents including but not limited to
such information and data embodied in the Materials, the content of any
report prepared, advice given or other work product produced hereunder,
any other information generated in the course of provision of the Service
and any information relating to The Company or its Affiliates and their
products, designs, business operations, marketing plans, customer lists,
pricing methods, personnel and organisational
data;
|
1
|
“Consultancy
Fee”
|
means
that part of the Total Fee which is calculated in accordance with Schedule
2;
|
|
“Expenses”
|
means
those travel, subsistence and other out-of-pocket expenses reasonably
incurred by ProPharma in the provision of the
Service;
|
|
“Materials”
|
means
all tangible materials made available by or on behalf of the Company to
ProPharma in contemplation of or pursuant to this agreement or in the
course of providing the Service;
|
|
“Service”
|
means
the advisory and consultancy services to be provided by ProPharma to the
Company, full particulars of which are set out in Schedule 1 and the
Appendix hereto;
|
|
“Total
Fee”
|
means
the total consideration for the performance of the Service being the sum
of the Consultancy Fee and the reimbursement of the
Expenses.
|
|
1.2
|
The
headings used are only for convenience and shall not affect interpretation
of this agreement.
|
|
1.3
|
|
1.4
|
Reference
to the singular shall include the plural and to masculine shall include
feminine and vice versa.
|
2
|
11
|
Notices
|
|
11.1
|
Any
notice given under or in connection with this agreement by either party to
the other shall be in writing and shall be served by sending the same
by registered post or recorded delivery or by leaving it at the address of
the relevant party specified at the beginning of this agreement or at such
other substitute address of which the parties may give notice from time to
time in accordance with this
clause.
|
|
12
|
Entire
Agreement
|
|
12.1
|
This
agreement (including the proposal set out in the Appendix hereto) contains
the entire understanding and agreement of the parties with respect to the
subject matter hereof and supersedes any prior representation or agreement
written or oral. No amendment or waiver of any provision of this agreement
or right arising therefrom shall be effective unless made in writing and
agreed to in writing by an authorised signatory of each
party.
|
|
12.2
|
If
any provision of this agreement shall be declared illegal or void it shall
be considered severed from this agreement without so far as possible
affecting any other provision
hereof.
|
|
13
|
Governing Law and
Jurisdiction
|
|
13.1
|
This
agreement is governed by and shall be construed in all respects with the
laws of England and the parties hereby submit to the jurisdiction of the
English courts.
|
IN
WITNESS whereof, the parties have executed this agreement the day and year first
above written.
|
Signed
by:
|
/s/ Xxxxx X. Xxxxxx
|
Signed
by:
|
/s/ Xxxxxx X. Xxxxxxxx
|
|
|
Name:
|
Xxxxx X. Xxxxxx
|
Name:
|
Xxxxxx X. Xxxxxxxx
|
|
|
Position:
|
Principal
|
Position:
|
CEO
|
|
|
duly
authorised for and on behalf
|
duly
authorised for and on behalf
|
|||
|
of PROPHARMA PARTNERS
|
of
MEDGENICS, INC. and MEDGENICS
|
|||
|
LIMITED
|
MEDICAL
ISRAEL,
LTD.
|
|||
3
