SCIENTIFIC ADVISORY BOARD AGREEMENT
EXHIBIT
10.19
THIS
AGREEMENT (the “Agreement”)
dated as of 22 October 2008 (“Effective Date”) is made by and between Medgenics,
Inc. located at 0000
Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX, 00000, XXX (the “Company”); and
Xxxxxxx
Xxxxxxx, MD of Xxxxxxxxxx, XX 00000, XXX (the “Advisor”).
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 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.
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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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SAB
Advisory Agreement Page 1 of 8
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4.
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Confidentiality and prohibited
dealings.
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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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e.
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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 Xxx 0000. 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:
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(i)
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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 Xxx
0000;
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SAB
Advisory Agreement Page 2 of 8
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(ii)
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(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”.
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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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SAB
Advisory Agreement Page 3 of 8
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ii.
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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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iii.
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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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SAB
Advisory Agreement Page 4 of 8
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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 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.
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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 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.
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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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SAB
Advisory Agreement Page 5 of 8
8.
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:
In the
case of the Company:
___________________________
___________________________
Office
______________________
Fax
________________________
Attention:
Xx. Xxxxxx X. Xxxxxxxx
Chief
Executive Officer
With a
copy to:
Xxxxx
Xxxxx Zedek Xxxxxx, LLP
0000
Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx,
XX 00000
Tel:
000-000-0000
Fax:
000-000-0000
Attention:
Xxxx X. Xxxxx
In the
case of the Advisor:
Xxxxxxx
Xxxxxxx MD
0000
Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000, XXX
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.
SAB
Advisory Agreement Page 6 of 8
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.
13. Governing
Law; Entire Agreement;
Amendment. This
Agreement shall be governed by the substantive laws of New York and under the
exclusive jurisdiction of the New York courts.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
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ADVISOR:
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By:
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/s/ Xxxxxx Xxxxxxxx
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By:
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/s/ Xxxxxxx Xxxxxxx MD
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Name:
Xxxxxx Xxxxxxxx
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Name:
Xxxxxxx Xxxxxxx MD
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Title:
Chief Executive Officer
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Title:
Consultant
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SAB
Advisory Agreement Page 7 of 8
EXHIBIT
1
Description
of Services
Advising
the company including:
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1)
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Participating
as a member of the Scientific Advisory
Board
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2)
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Guiding
the general scientific, business, laboratory, and medical direction of the
company;
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3)
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Reviewing
the goals and plans of the Company and developing strategies for achieving
them;
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4)
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Identifying
and developing relationships with potential strategic
partners;
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5)
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Interacting
with potential investors, stockholders, and strategic or corporate
partners;
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6)
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Identifying
and reviewing promising scientific developments and intellectual property;
and
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7)
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Providing
advice and guidance in the Company’s scientific research and product
development activities.
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SAB
Advisory Agreement Page 8 of 8
