SCIENTIFIC ADVISORY BOARDAGREEMENT

 

1.

 

a.

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”).

 

b.

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.

 

2.

The Advisor’s compensation will comprise 677,397 options for common shares exercisable for 5 years at the price of £0.10/share, subject to approval of the Board of Directors. The Advisor acknowledges that the Company is prohibited by the AIM Rules for Companies from granting such options at the date of this Agreement but that, subject as aforesaid, such options shall be granted as soon as practicable, lawful and otherwise permitted under the said Rules. When granted, one third of these options shall be deemed to have vested as of the Effective Date of this Agreement and 2/3 will vest over a 2 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 $1,500 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.

 

3.

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.

 

4.

 

a.

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.

 

b.

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.

 

c.

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.

 

d.

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.

 

e.

The Advisor hereby acknowledges that he is aware that the Company is a company whose issued shares have been admitted to trading on the AIM market of the London Stock Exchange. Information imparted and/or to be imparted by the Company to the Advisor regarding the Company and/or the Company’s subsidiary is or may be “inside information” relating to the Company and/or the securities of the Company within the meaning of the UK’s Criminal Justice Act 1993. As such, the Advisor may hereafter become “an insider” in relation to the Company. The Advisor hereby agrees to being made an insider and that, entirely without prejudice to the generality of the foregoing provisions hereof, that he will not:

 

(i)

use Confidential Information in relation to the Company and/or its subsidiary to deal or encourage any other person to deal in securities of the Company. For the purposes of the foregoing the term “deal” is to be construed in accordance with the UK’s Criminal Justice Act 1993;

 

(ii)

(and will use his best endeavours to procure that none of his related, connected or associated parties will) without the Company’s prior written consent directly or indirectly by purchase or otherwise, acquire (conditionally or otherwise), offer to acquire, or agree to acquire ownership or options to acquire such ownership or any rights whatsoever in respect of any share capital in the Company (or otherwise act in concert with any person who so acquires, offers to acquire or agrees to acquire) whilst any such information shall be and remain “inside information”.

 

 

a.

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.

 

b.

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.

 

i.

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.

 

ii.

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.

 

iii.

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.

 

d.

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.

 

e.

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.

 

f.

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.

 

g.

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.

 

h.

As a matter or record Advisor attaches hereto (as Exhibit 2) a list of existing inventions or improvements relevant to the 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.

 

i.

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 with 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.

 

6.

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.

 

7.

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.

 

1)

Participating as a member of the Scientific Advisory Board

 

2)

Guiding the general scientific, business, laboratory, and medical direction of the company;

 

3)

Reviewing the goals and plans of the Company and developing strategies for achieving them;

 

4)

Identifying and developing relationships with potential strategic partners;

 

5)

Interacting with potential investors, stockholders, and strategic or corporate partners;

 

6)

Identifying and reviewing promising scientific developments and intellectual property; and