SCIENTIFIC ADVISORY BOARD AGREEMENT
EXHIBIT 10.18
THIS
AGREEMENT (the
“Agreement”)
dated as of May 1 2006 (“Effective Date”) is made by and between Medgenics,
Inc. located at of
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX, 00000. USA (the “Company”);
and
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Xxxx
X. Xxx, MD, PhD (the
“Advisor”).
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The
Company wishes to retain the Advisor as a member of the Company’s Scientific
Advisory Board; and the Advisor desires to perform such consulting services.
Accordingly, the parties agree as follows:
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1.
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Services.
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a.
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The
Advisor will advise, consult for and on behalf of the Company’s
management, employees and agents, at reasonable times, as requested by the
Company for the Services set forth on Exhibit 1 (the “Description of
Services”).
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b.
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Advisor
will participate in 3-4 SAB meetings per year by phone. Additionally,
Consultation of up to 2 hours per month on average may be sought by the
Company by telephone, written correspondence or in person at the Advisor’s
office and will involve reviewing activities and developments in the
Company’s field of activity.
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2.
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The
Advisor’s compensation will comprise 20,000 options for common shares
exercisable for 5 years at the restart round price ($1.516/share) These
options shall vest over a 3 year period starting from the Effective Date
of this Agreement however, vesting will be accelerated in case of a change
of ownership The Advisor will be paid $l,500 per day for in-person
meetings. Reasonable expenses of the Advisor incurred at the request of
the Company (including phone and other expenses incurred in the normal
course of business on behalf of the Company and travel expenses incurred
in connection with Company related business in accordance with the
Company’s travel policy) will be reimbursed promptly by the Company,
subject to customary verification and prior written
approval.
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3.
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Term. The term
of this Agreement will begin on the Effective Date of this Agreement and
will end on the third anniversary of this Agreement or upon earlier
termination as provided below (the “Term”); provided that the Term may
be renewed for successive one-year periods. This Agreement may be
terminated at any time upon written notice by either
party.
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4.
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Confidentiality.
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a.
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The
Advisor acknowledges that, during the course of performing his services
hereunder, the Company will be disclosing information to the Advisor
(“Confidential Information”) which is owned by the Company. The
Advisor acknowledges that the Company’s business is extremely competitive,
dependent in part upon the maintenance of secrecy, and that any disclosure
of the Confidential Information would likely result in serious harm to the
Company.
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b.
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The
Advisor agrees that the Confidential Information will be used by the
Advisor only in connection with consulting activities hereunder, and will
not be used for any other
purpose.
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c.
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The
Advisor agrees not to disclose, directly or indirectly, the Confidential
Information to any third person or entity, other than representatives or
agents of the Company. The Advisor agrees not to use the Confidential
Information for any purposes other than explicitly permitted under this
Agreement. The Advisor will treat all such information as confidential and
proprietary property of the
Company.
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d.
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The
Advisor may disclose any Confidential Information that is required to be
disclosed by law, government regulation or court order. If disclosure is
required, the Advisor will give the Company advance notice so that the
Company may seek a protective order or take other action reasonable in
light of the circumstances.
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5.
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Intellectual
Property
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a.
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The
Advisor recognizes that the Company is engaged in a continuous program of
research, development, and production respecting its business. The Company
possesses or has rights to information that has been created, discovered,
developed or otherwise become known to the Company (including information
developed by, discovered by or created by Advisor which arises out of the
consulting relationship with the Company) that has commercial value in its
business (“Proprietary Information”). For example, Proprietary Information
includes without limitation inventions (whether or not patentable), patent
applications trade secrets, discoveries, experiments, research concepts
ideas, techniques, methods, processes, testing procedures, formulas,
compositions, data, know-how, computer programs, computer code,
improvements in the foregoing, as well as names and expertise of
employees, consultants, customers and prospects, and technical, business,
financial, marketing customer and product development plans, forecasts,
strategies and any other information relating to the Company’s business
and/or fields of interest.
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b.
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The
Advisor understands that its advisory relationship creates a relationship
of confidence and trust between Advisor and the Company with respect to
any (i) Proprietary Information or (ii) confidential information
applicable to the business of any customer of the Company or other entity
with which the Company does business and that it learns in connection with
the advisory relationship. At all times, both during the consulting
relationship with the Company and after its termination. Advisor will keep
in confidence and trust all such information, and Advisor will not use or
disclose any such information without the written consent of the Company,
except as may be necessary in the ordinary course of performing its duties
to the Company. This obligation shall end whenever such information enters
the public domain and is no longer confidential or
proprietary.
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c.
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In
addition, the Advisor hereby
agrees:
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i.
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All
Proprietary Information shall be the sole property of the Company and its
assigns, and the Company and its assigns shall be the sole owner of all
patents, copyrights, trade secrets and other proprietary rights in
connection therewith. Advisor hereby assigns to the Company any rights it
may have or acquire in such Proprietary Information. Advisor specifically
agrees that the foregoing assignment shall include any and all rights it
may have, had, acquire, or acquired in the Proprietary Information of
Medgenics, Inc., and a Delaware corporation, if applicable. Additionally,
Advisor agrees to perform all reasonable acts requested by the Company or
its representatives to perfect and enforce such
rights.
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b.
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All
documents or other media, records apparatus, equipment and other physical
property whether or not pertaining to Proprietary Information, furnished
to the advisor by the Company or produced by Advisor or others in
connection with the consulting relationship shall be and remain the sole
property of the Company. Advisor shall return and deliver all such
property of the Company immediately as and when requested by the Company.
The advisor shall return and deliver all such property (including any
copies thereof) upon request and, even without any request, upon
termination of the consulting
relationship.
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c.
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During
the advisory relationship with the Company, the advisor will not engage in
providing advisory services to other entities in the field of ex
vivo genetic modification of autologous
tissue.
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d.
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Advisor
will promptly disclose to the Company all improvements, inventions, works
of authorship, trade secrets, computer programs, designs, formulas, mask
works, ideas,, processes, techniques, know-how and data, whether or not
patentable (“Inventions”) that relate to the subject matter of my advising
and that are conceived, developed or learned by the Advisor, either alone
or jointly with others, during the term of the advisory
relationship.
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e.
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During
the term of the advising and for twelve (12) months thereafter, the
Advisor will not solicit any employee of the Company to leave the Company
for any reason or to devote less than all of any such employee’s efforts
to the affairs of the
Company.
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f.
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All
inventions that Advisor conceives, develops or learns (in whole or in
part, either alone or jointly with others) in connection with performance
of its advising for the Company or that uses the Company’s Proprietary
Information shall be the sole property of the Company and its assigns (and
to the extent permitted by law shall be works made for hire).The Company
and its assigns shall be the sole owner of all trade secret rights,
patents, copyrights and other proprietary rights anywhere in the world in
connection therewith, and Advisor hereby assigns to the Company any rights
It may have or acquire in such Inventions. Advisor specifically agrees
that the foregoing assignment shall include any and all rights, title and
interest Advisor may have, had, acquired or acquire in Inventions made
conceived, developed, acquired or first reduced to practice by Advisor (in
whole or in part, either alone or jointly with others) while Advisor was
rendering services to Medgenics, Inc. a Delaware corporation, if
applicable.
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g.
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With
regard to Inventions described in (f) above, Advisor will assist the
Company or its assigns in every proper way (but at the Company’s expense)
to obtain and from time to time enforce patents, copyrights on the
Inventions in any and all countries, and to that end Advisor will execute
all appropriate documents. This obligation shall continue beyond the
termination of the consulting relationship, but the Company shall then
compensate Advisor at a reasonable rate for time spent. If the Company is
unable for any reason whatsoever to secure signature to any such document
(including renewals, extensions, continuations, divisions or continuations
in part), Advisor hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents, as its agents and
attorneys-in-fact to act for and in my behalf and instead of Advisor, but
only for the purpose of executing and filing such documents and doing all
other lawful permitted acts to accomplish the foregoing with the same
legal force and effect as if done by
Advisor.
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h.
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As
a matter or record Advisor attaches hereto (as Exhibit 2) a list of
existing inventions or improvements relevant to me subject matter of the
advisory relationship with the Company that have been made or conceived or
first reduced to practice by Advisor alone, or jointly with others, prior
to rendering services as an advisor to the Company that Advisor desires to
remove from the operation of the Agreement, and Advisor covenants that
such list is complete.
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i.
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Advisor
represents that execution of the Agreement, the advisory relationship with
the Company and my performance of the Services will not violate any
obligations it may have to any person or entity, including the obligation
to keep confidential any proprietary information of that person or entity.
Advisor has not entered into any agreement in conflict wit this Agreement
or the advisory relationship with the Company. Advisor represents that it
will not disclose to the Company or induce the Company to use any
confidential or proprietary information or material belonging to any
previous employers, clients, or
others.
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6.
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Use of Name. It
is understood that the name of the Advisor and Advisor’s affiliation with
the Institution will appear in disclosure documents required by securities
laws, and in other regulatory and administrative filings; and in the
ordinary course of the Company’s
business.
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7.
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No Conflict: Valid and
Binding. The Advisor represents that neither the execution of this
Agreement nor the performance of the Advisor’s obligations under this
Agreement will result in a violation or breach of any other agreement by
which the Advisor is bound. The Company represents that this Agreement has
been duly authorized and executed and is a valid and legally binding
obligation of the Company, subject to no conflicting
agreements.
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8.
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Notices. Any
notice provided under this Agreement shall be in writing and shall be
deemed to have been effectively given (i) upon receipt when delivered
personally, (ii) one day after sending when sent by private express mail
service (such as Federal Express), or (iii) 5 days after sending when sent
by regular mail to the following
address:
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In the
case of the Company;
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Medgenics
Inc.
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00
XxXxxxxx Xx. XXX 0000 Xxxxxxx
Xxxxxx
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Office
x000-0-000-0000
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Fax
x000-0-000-0000
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Attention:
Xx. Xxxxxx X. Xxxxxxxx
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Chief
Executive Officer
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With a
copy to:
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Xxxxx
Xxxxx Zedek Xxxxxx, LLP
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0000
Xxxxxxxx, 00xx Xxxxx
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Xxx
Xxxx. XX 00000
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Tel:
000-000-0000
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Fax:
000-000-0000
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Attention:
Xxxx X. Xxxxx
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In the
case of the Advisor:
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__________________________
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__________________________
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__________________________
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or to
other such address as may have been designated by the Company or the Advisor by
notice to the other given as provided herein.
9. Independent
Contractor. Withholding. The Advisor will at all times be an independent
contractor, and as such will not have authority to bind the Company. Advisor
will not act as an agent nor shall he be deemed to be an employee of the Company
for the purposes of any employee benefit program, unemployment benefits, or
otherwise. The Advisor recognizes that no amount will be withheld from his
compensation for payment of any federal, state, or local taxes and that the
Advisor has sole responsibility to pay such taxes, if any, and file such returns
as shall be required by applicable laws and regulations. Advisor shall not enter
into any agreements or incur any obligations on behalf of the
Company.
10. Assignment. Due to the personal
nature of the services to be rendered by the Advisor, the Advisor may not assign
this Agreement. The Company may assign all rights and liabilities under this
Agreement to a subsidiary or an affiliate or to a successor to all or a
substantial part of its business and assets without the consent of the Advisor.
Subject to the foregoing, this Agreement will inure to the benefit of and be
binding upon each of the heirs, assigns and successors of the respective
parties.
11. Severability. If any
provision of this Agreement shall be declared invalid, illegal or unenforceable,
such provision shall be severed and the remaining provisions shall continue in
full force and effect.
12. Remedies. The Advisor acknowledges
that the Company would have no adequate remedy at law to enforce. In the event
of a violation by the Advisor of such Sections, the Company shall have the right
to obtain injunctive or other similar relief, as well as any other relevant
damages, without the requirement of posting bond or other similar
measures.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
ADVISOR:
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By:
/s/ Xxxxxx X.
Xxxxxxxx
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By:
/s/ Xxxx
Xxx
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Name:
Xxxxxx X. Xxxxxxxx
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Name:
Xxxx Xxx
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Title:
Chief Executive Officer
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Title:
Professor
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EXHIBIT
1
Description
of Services
Participating
in the meetings of the Scientific Advisory Board as a Member, and assisting the
Company in the following as the Company may request from time to
time:
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1)
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Guiding
the general scientific, business, laboratory, and medical direction of the
company;
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2)
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Reviewing
the goals and plans of the Company and developing strategies for achieving
them;
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3)
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Identifying
and developing relationships with potential strategic
partners;
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4)
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Interacting
with potential investors, stockholders, and strategic or corporate
partners;
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5)
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Identifying
and reviewing promising scientific developments and intellectual property;
and
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6)
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Providing
advice and guidance in the Company’s scientific research and product
development activities.
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