CONSULTING AGREEMENT FOR SCIENTIFIC ADVISORY BOARD MEMBERS
EXHIBIT
10.8
SCIENTIFIC
ADVISORY BOARD MEMBERS
This
Agreement entered into this 1st_ day of July, 2007, by and between
Sign Path Pharma, Inc. (“Sign Path”), a
Delaware corporation, with its principal place of business at [1375 Xxxxxxxxxx
Xxxx, Xxxxxxxxxx, XX, 00000] and Xxxxxxxx Xxxxxx MD, a Scientific Advisory Board
member] f 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx,
Xxxxxxxxxxxx 00000, XXX
WHEREAS,
Sign Path is a newly organized corporation engaged in research and development
activities and marketing of new products; and
WHEREAS,
Sign Path has established a Scientific Advisory Board to review the research
projects of Sign Path and of partnerships in which Sign Path is a [general]
partner (the “Partnerships”) and
analyze the progress and direction of the research projects; to consider and
advise Sign Path with respect to any proposed or future research projects; and
to consider and suggest general areas of research to be pursued or significant
products that should be developed;
IT IS
MUTUALLY AGREED AS FOLLOWS:
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1.
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Nature of Consulting
Duties.
Advisor, acting as an employee, shall provide consulting services to Sign
Path as a Head of the Scientific Advisory Board (“SAB”) of Sign
Path. As a member of the SAB, Advisor will be expected to attend at least
one meeting per year and be available for telephonic
consultation and for review of proposed projects submitted to SignPath
from time to time, on matters within Advisor’s field of expertise, with
executives and scientific personnel of Sign Path and any
Partnerships.
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2.
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Other Consulting
Arrangements. As
of the date of this Agreement, Advisor is performing duties with the
following parties:consultant Hemobiotech Inc, Sabinsa.Corporation Advisor
agrees not to amend any present agreement with the foregoing parties nor
to enter into any other consulting arrangement with any party which may
conflict with the domain of activity of Sign Path, without the
prior written notification of Sign
Path.
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3.
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Relationships with
Competitors.
Advisor shall disclose on an exhibit attached hereto any existing
directorships, scientific advisory positions, consulting relationships,
and other similar relationships with other organizations (whether or not
for profit) that are or might at some future time be in competition with
Sign Path, and that would or might create a conflict of
interest. Compensation. During
the term of this Agreement, Advisor shall receive compensation from
SignPath as follows:
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a. Advisor
shall be reimbursed for his/her expenses of food, board and travel
to attend SAB meetings;
b. After
the closing of a private placement of at least $3 million, a maximum of
two SAB meetings per year will be held. For participation in this
activity the monies paid to Advisor shall be credited the
following:
(i) $2500.00
for each meeting called by SignPath and attended by Advisor.
(ii) At
the discretion of Sign Path, options to purchase common stock of Sign Path may
be made available to Advisor when a sign path option plan is
implemented
Unless SignPath’s prior written consent
has been obtained, SignPath shall not be obligated to reimburse Advisor for the
cost of office space, secretarial services, office supplies, or office
equipment.
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4.
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Term and
Termination.
This agreement shall commence on the date Advisor signs the agreement as
described in Paragraph 4(b) above. It is renewable each year thereafter;
provided,
that both parties mutually agree. Either party may terminate this
Agreement upon thirty (30) days written notice to the other party and that
this Agreement may be terminated at any time by mutual consent of the
parties.
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5.
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Inventions,
Improvements and Research Projects.
Advisor may submit to SignPath inventions, improvements or research
projects that Advisor considers appropriate for Sign Path to conduct,
sponsor or market. Sign Path will pay to Advisor a reasonable royalty, to
be negotiated on a case by case basis, out of the revenues received by
SignPath as a result of any such inventions, improvements or projects. Any
invention made by the advisor as a result of this agreement will be the
property of Sign Path and Advisor and the Advisor will assign
ownership in the invention to Sign Path contingent upon licensing terms
for his or her part
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6.
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Confidential
Information.
In the course of performing services hereunder, it is anticipated that
Advisor may, from time to time, have access to confidential records, data,
formulae, trade secrets and similar confidential information owned or
utilized by Sign Path or the Partnerships and/or used by Sign Path or the
Partnerships in the course of its business. During the term of this
Agreement and for five years thereafter, Advisor will not directly nor
indirectly disclose or use any such confidential information. Sign Path
agrees to abide by any reasonable restrictions on the use and disclosure
of confidential information received from Advisor. Advisor will be bound,
to the same extent as Sign Path itself, by Sign Path’s commitments to
third parties with respect to the use and disclosure of confidential
information furnished by such third
parties.
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7.
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Death of
Advisor.
In the event that Advisor dies during the term of this Agreement, then
this Agreement shall automatically
terminate.
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8.
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Notices.
Any notices, demands, directions or requests required or desired to be
given hereunder to a party hereto shall be in writing and shall be given
or made by first-class mail to the respective address first above written.
Each party may designate a different address by notice in writing to the
other party.
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9.
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General.
This Agreement constitutes the entire agreement between the parties, may
not be amended except by written notice signed by both parties, is binding
upon the successors and assigns of Sign Path and shall be governed by the
laws of the State of New York. The Advisor may not assign this
Agreement.
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SIGN
PATH PHARMA, INC.
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By:
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Xxxxxxxx
Xxxxxx MD
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Title:
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C.E.O.
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/s/
Xxxxxxxx Xxxxxx
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Xxxxxxxx
Xxxxxx
MD
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