Personal Employment Agreement
This
Personal Employment Agreement (the “Agreement”) is entered as of
this 20th day of
April, 2006 (the “Effective
Date”), by and between
MEDGENICS
MEDICAL ISRAEL LTD.,
a company
organized under the laws of the State of Israel, having its principal office at
00 XxXxxxxx Xx Xxxxxxx, 00000 (xxx “Company”)
and
Xxxxxx
Xxxxx
of 00
Xxxxxxxxxx Xx.
Xxxxx,
Xxxxxx 00000
(Israeli
I.D. No. 069523561)
(the
“Employee”).
WITNESSETH
WHEREAS,
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the
Company was established for the purpose of engaging in the research and
development, production and sale of products and/or services in the areas
of life sciences, biotechnology and/or medical devices;
and
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WHEREAS,
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the
Company desires to engage the Employee as Bioscience Director, and the
Employee represents that he has the requisite skill and knowledge to serve
as such; and
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WHEREAS,
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the
parties desire to state the terms and conditions of the Employee’s
engagement by the Company, effective as of the date of this Agreement, as
set forth below.
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NOW THEREFORE, in
consideration of the mutual promises, covenants, conditions, representations and
warranties set forth herein, and intending to be legally bound hereby, the
parties agree as follows:
1.
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Appointment; Position:
Bioscience Director
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The
Company hereby appoints the Employee as Bioscience Director, and in such
capacity he will report to the CEO.
2.
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Position
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During
the term of this Agreement:
2.1
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The
Employee shall be employed on a full-time basis and shall devote his
entire business time, attention and efforts to the performance of his
duties and responsibilities under this Agreement and the business and
affairs of the Company. The Employee may not be employed by nor provide
services to any other entity, nor engage directly or indirectly in any
other work or business, without the prior, express, written permission of
the Company.
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2.2
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The
Employee shall be responsible for managing biological research and
development efforts, including the bio-research facilities, outsourced
services and consultants in bio-research and development that are
pertinent to the bioscience work of the company. The Employee’s areas of
activity shall include:
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a)
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Scientific
leadership of bioscience development, including preclinical
preparations
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b)
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As
part of the senior management team, participating in company planning and
management, creating and updating the technology development plan and
schedule, and executing the detailed
plan.
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c)
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Ensuring
compliance with the applicable regulatory quality and safety standards
(e.g. GLP, GCP, GMP) for development, preclinical, and clinical stages,
including consulting with appropriate advisors and
experts
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d)
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Preparing
for, supervising and guiding the implementation of experiments and
interpretation of results obtained, within approved schedule and
budget
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e)
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Analysis
of experimental results qualitatively and quantitatively, lessons learned,
and use in ongoing
development
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f)
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Keeping
the company updated on relevant technology developments and
opportunities
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2
g)
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Establishing
and maintaining contacts with world class experts and advisors, together
with CTO
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h)
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Providing
key scientific support for partnering,
fundraising
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i)
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Supporting
maintenance and strengthening of intellectual property, together with
CTO
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j)
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Additional
management duties as updated and agreed with the CEO/CTO from time to
time.
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2.3
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The
duties, responsibilities, authority and position of the Employee and the
organizational structures implicit in them may be changed by the Company
from time to time, as it deems necessary, and reasonable efforts to work
with and accommodate the Employee with such changes will be made; however,
the Employer retains the right of sole discretion to make such
changes.
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2.4
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The
Employee acknowledges hereby that the terms of his employment, the
circumstances thereof, and the nature of his work require an unusual
amount of personal trust as set out in the law governing Hours of
Employment and Rest Law; 5711-1951, and therefore, said law shall not
apply to his employment with the
Company.
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3.
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Place of
Work
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In
connection with the Employee’s employment by the Company, the Employee shall be
based at the current principal offices of the Company in Israel, or at such
other place as is otherwise appropriate to the functions being performed by the
Company. The Employee acknowledges that the performance of his
duties hereunder may require domestic or international
travel.
4.
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Salary
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4.1
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The
Company shall pay the Employee as compensation for the employment services
hereunder a monthly gross salary (“bruto”) of NIS 27,000 per month
(payable on the ninth day of each month) through June 2007; as of July 1,
2007 the Company shall increase the Employee monthly gross salary to NIS
37,500 per month, during the term of the Employee’s engagement hereunder
(the “Salary”), subject to all applicable statutory
deductions.
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4.2
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The
Salary and additional benefits to which the Employee shall be entitled
hereunder (including bonuses) shall be reviewed by the CEO on an annual
basis; and, if in the
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3
CEO’s
discretion the circumstances justify the same, the Employee’s Salary shall be
adjusted and/or additional benefits shall be granted to the Employee
hereunder.
4.3
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Potential
Bonus Related to Achievement of Company Goals. The Employee shall
be eligible to receive an annual cash bonus with respect to each fiscal
year of the Company during the Term of up to $20,000 on an annualized
basis, as determined by the Board, in its sole discretion, which shall be
based upon corporate and personal performance criteria as established by
the CEO and the Board (the “Goal
Bonus”). If awarded, the Goal Bonus shall be payable within ninety
(90) days after the end of the fiscal year to which it relates, or earlier
if the CEO and Board so agree. The performance criteria for the Goal Bonus
for the period through July, 2007 is set forth on Exhibit A attached
hereto.
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4.4
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Potential
Bonus Related to Team Leadership. The Employee shall be eligible to
receive an annual cash bonus with respect to each fiscal year of the
Company during the Term of up to $10,000 on an annualized basis, as
determined by the Board, in its sole discretion, which shall be based upon
personal and team leadership performance criteria as established by the
CEO and the Board (the “Team Leadership
Bonus”). If awarded, the Team Leadership Bonus shall be payable
within ninety (90) days after the end of the fiscal year to which it
relates. The criteria for the Team Leadership Bonus for the period through
July, 2007 is set forth on Exhibit B attached
hereto.
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5.
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Social Insurance and
Benefits
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5.1
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The
Company shall insure the Employee under an accepted “Manager’s Insurance
Scheme” and/or a comprehensive financial arrangement, at the election of
the Employee, including insurance in the event of illness or loss of
capacity for work (hereinafter referred to as the “Managers Insurance”) as
follows: (a) the Company shall pay an amount equal to 5% of the Employee’s
Salary towards the Managers Insurance for the Employee’s benefit and shall
deduct 5% from the Employee’s Salary and pay such amount towards the
Managers Insurance for the Employee’s benefit (the various components of
the Managers Insurance shall be fixed at the discretion of the Employee);
(b) the Company shall pay up to 2.5% of the Employee’s Salary towards
disability
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4
insurance;
and (c) the Company shall pay an amount equal to 8 1/3% of the Employee’s Salary
towards a fund for severance compensation which shall be payable to the Employee
upon severance, but subject to the provisions of section 7.3.
5.2
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The
Company shall pay the full salary of the Employee, including insurance,
social benefits and fringe benefits, during the period of the Employee’s
military reserve service. National Insurance Institute transfers in
connection with such military reserve duty shall be retained by the
Company.
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5.3
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The
Company and the Employee shall open and maintain a Keren Hishtalmut Fund.
The Company shall contribute to such Fund an amount equal to 7.5% of each
monthly Salary payment, but not more than the amount for which the
Employee is exempt from tax payment, and the Employee shall contribute to
such Fund an amount equal to 2-1/2% of each monthly Salary payment. The
Employee hereby instructs the Company to transfer to such Fund the amount
of the Employee’s and the Company’s contribution from each monthly Salary
payment.
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6.
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Additional
Benefits
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6.1
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The
Employee shall be entitled to be reimbursed for all normal, usual and
necessary actual business expenses arising out of travel, lodging, meals
and entertainment whether in Israel or abroad, provided Employee provides
proper documentation and provided further that such business expenses are
within an expense policy approved by the CEO of the
Company.
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6.2
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The
Employee shall be entitled, in addition to public holidays to 22
(twenty-two) paid vacations days per year calculated on the basis of a
five-day work-week. A maximum of one year’s entitlement to vacation days
may be accumulated if unused beyond which any vacation days will be
forfeited by the Employee if not utilized during the year in which they
are allocated.
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6.3
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Employee
shall be entitled to sick leave and Recreation Pay (Dmei Havra-ah)
according to applicable law.
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6.4
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The
Employee will be entitled at the Company’s expense to the use of a company
car, of type Group 2, and under other conditions to be determined by the
Company. For
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5
avoidance
of doubt, all income taxes associated with such car’s “value equivalent” for tax
purposes (the value of the car usage as determined by the tax authorities) shall
be borne by the Employee and deducted from the salary. Employee shall at all
times comply with any Company rules with respect to the use of the company
vehicle. Any driving and/or parking fines incurred while the vehicle was
provided for the use of the Employee shall be the sole responsibility of the
Employee, and Employee hereby empowers the Company to sign any documents
necessary to formally assign any such fines and/or tickets to Employee’s
name.
6.5
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The
Employee was granted options on 11.5.2006 to purchase up to 20,000 shares
per year, at an exercise price of $1.516 per share during a vesting period
of four (4) years, for up to a total of 80,000 shares in Medgenics Medical
Israel’s parent company, Medgenics Inc. (the “Parent”), according to the
vesting schedule discussed below. In addition, the Company hereby grants,
subject to and with effect from immediately prior to Admission of the
entire issued share capital in the Company to trading on AIM becoming
effective prior to 31 December 2007, options to purchase 6,667 shares per
year, up to a total of 26,667 additional shares during a vesting period of
four (4) years, starting from the date granted, and at an exercise price
equal to the share price upon listing. All such grants shall be subject to
the approval of the Parent’s Compensation Committee or Board of Directors
and pursuant to the terms and conditions of any stock option plan which
the Company/and or the Parent adopts, and pursuant to the standard form of
option agreement which the Company and/or Parent may
use.
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6.6
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Any
tax liability in connection with the options, (including with respect to
the grant, exercise, sale of the options or the shares receivable upon
their exercise) shall be borne solely by the
Employee.
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6.7
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These
options will be calculated from grant date and will be under the employee
benefit plan of the Parent.
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7.
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Term and
Termination
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7.1
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This
Agreement shall commence as of the Effective Date and shall continue
unless this
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6
Agreement
is terminated as hereafter provided.
7.2
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The
Company may terminate this Agreement and the employment relationship
hereunder at its discretion and at any time by giving Employee 3 (three)
months prior written notice. The Employee may terminate this Agreement and
the employment relationship hereunder at his discretion and at any time by
giving the Company 3 (three) months prior written
notice.
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In the
event of termination of employment by the Company, the Company may, at its
discretion, determine that the Employee’s employment shall cease immediately or
at any time prior to expiration of the prior notice period, and in such event
the Company shall pay the Employee an amount equal to the salary which would
have been paid during the remaining prior notice period.
7.3
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Termination
With Cause – The Company may terminate the Employee’s employment for
cause. For purposes of this Agreement, termination for “cause” shall mean
and include: (a) conviction of a felony involving moral turpitude or
affecting the Company, the Parent or its subsidiaries; (b) any refusal to
carry out a reasonable directive of his CEO or such other officer
appointed by the CEO which involves the business of the Company, the
Parent or its subsidiaries and was capable of being lawfully performed;
(c) embezzlement of funds of the Company, the Parent or its subsidiaries;
(d) any breach of the Employee’s fiduciary duties or duties of care to the
Company (except for conduct taken in good faith); (e) any breach of this
Agreement by the Employee; (f) any conduct (other than in good faith)
materially detrimental to the Company, including, but not limited to,
sexual harassment and violence. If the employment of the Employee is
terminated for cause, then the Employee shall only be entitled to:
severance pay in the amount required by law, if required; and that portion
of the policy that was contributed to by the
Employee.
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7.4
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Termination Upon Death or
Disability - The Company may terminate the Employee’s employment upon the death of the
Employee or after having established the Employee’s disability. For purposes of this
Agreements “disability” means a physical or
mental
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7
infirmity
that impairs the Employee’s ability to substantially perform his duties under
the Agreement that continues for a period of at least ninety (90) consecutive
days.
7.5
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During
the period following notice of termination by either the Employee or the
Company, the Employee shall cooperate with the Company and use his best
efforts to assist in the integration into the Company’s organization the
person or persons who will assume the Employee’s
responsibilities.
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7.6
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This
Agreement shall remain in full force and effect during the period after
the notice of termination has been served and there shall be no change in
the Employee’s position with the Company or any obligations hereunder,
unless otherwise determined by the Company in a written notice to
Employee.
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8.
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Proprietary
Information
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8.1
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The Employee acknowledges and
agrees that he will have access to confidential and proprietary information
concerning the business and financial activities of the Company and information and
technology regarding the Company’s product research and development, including
without limitation, the Company’s banking, investments, investors, properties, employees,
marketing plans, customers, trade secrets, and test results, processes,
data and know-how, improvements, inventions, techniques and products (actual or planned).
Such information, whether documentary, written, oral or computer generated, shall be
deemed to be and is referred to as “Proprietary
Information”.
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8.2
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Proprietary
Information shall be deemed to include any and all proprietary information
disclosed by or on behalf of the Company and irrespective of form, but
excluding information that (a) was known to the Employee prior to his
association with the Company and can be so proven; (b) shall have appeared
in any printed publication or patent or shall have become a part of the
public knowledge except as a result of a breach of this Agreement by the
Employee; (c) shall have been received by the Employee from a third party
having no obligation to the
Company
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8.3
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The
Employee agrees and declares that all Proprietary Information, patents and
other rights in connection therewith shall be the sole property of the
Company and its assigns.
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8
At all
times, both during his engagement by the Company and after its termination, the
Employee will keep in confidence and trust all Proprietary Information, and the
Employee will not use or disclose any Proprietary Information or anything
relating to it without the written consent of the Company, except as may be
necessary in the ordinary course of performing the Employee’s duties hereunder
and in the best interests of the Company.
8.4
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Upon
termination of his employment with the Company, the Employee will promptly
deliver to the Company all documents and materials of any nature
pertaining to his work with the Company, and he will not take with him any
documents or materials or copies thereof containing any Proprietary
Information.
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8.5
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The
Employee recognizes that the Company received and will receive
confidential or proprietary information from third parties subject to a
duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. At all times,
both during his employment and after its termination, the Employee
undertakes to keep and hold all such information in strict confidence and
trust, and he will not use or disclose any of such information without the
prior written consent of the Company, except as may be necessary to
perform his duties as an employee of the Company and consistent with the
Company’s agreement with such third party. Upon termination of his
employment with the Company, Employee shall act with respect to such
information as set forth in Section 8.4, mutatis
mutandis.
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8.6
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The
Employee’s undertakings in this Section 8 shall remain in full force and
effect after termination of this Agreement or any renewal
thereof.
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9.
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Disclosure and
Assignment of
Inventions
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9.1
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The
Employee understands that the Company is engaged in a continuous program
of research, development, production and marketing in connection with its
business and that, as an essential part of his employment with the
Company, he is expected to make new contributions to and create inventions
of value for the Company. Employee agrees to share with the Company all
his knowledge and experience, provided however that Employee shall not
disclose to the Company any information which Employee has
prior
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9
to the
date hereof or (if after) with the prior approval of the CEO undertaken to third
parties to keep confidential
9.2
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As
of the Effective Date of this Agreement, the Employee undertakes and
covenants that he will promptly disclose in confidence to the
Company all inventions, improvements, designs, original works of
authorship, formulas, concepts, techniques, methods, systems, processes,
compositions of matter, computer software programs, databases, mask works,
and trade secrets, related to the Company’s business or current or
anticipated research and development, whether or not patentable,
copyrightable or protectible as trade secrets, that are made or conceived
or first reduced to practice or created by him, either alone or jointly
with others, during the period of his employment, whether or not in the
course of his employment
(“Inventions”).
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9.3
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The
Employee agrees that all Inventions that (a) are developed using
equipment, supplies, facilities or trade secrets of the Company, (b)
result from work performed by him for the Company, or (c) relate to the
Company’s business or current or anticipated research and development,
will be the sole and exclusive property of the Company (“Company
Inventions”).
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9.4
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The
Employee hereby irrevocably transfers and assigns to the Company
(including any future rights): (a) all worldwide patents, patent
applications, copyrights, mask works, trade secrets and other intellectual
property rights in any Company Invention; and (b) any and all “Moral
Rights” (as defined below) that he may have in or with respect to any
Company Invention. He also hereby forever waives and agrees never to
assert any and all Moral Rights he may have in or with respect to any
Company Invention, even after termination of his work on behalf of the
Company. “Moral Rights” mean any rights of paternity or integrity, any
right to claim authorship of an invention, to object to any distortion,
mutilation or other modification of, or other derogatory action in
relation to, any invention, whether or not such would be prejudicial to
his honor or reputation, and any similar right, existing under judicial or
statutory law of any country in the world, or under any treaty, regardless
of whether or not such right is denominated or generally referred to as a
“moral right”. The Employee will not file any patent applications for
Company Inventions other than in the name of the Company (other than such
patent
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10
applications
which are required by law to be filed by such Employee but which shall
immediately thereafter be assigned for no or nominal consideration to the
Company).
9.5
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The
Employee agrees to assist the Company in every proper way to obtain for
the Company and enforce patents, copyrights, mask work rights, and other
legal protections for the Company’s Inventions in any and all countries.
He will execute any documents that the Company may reasonably request for
use in obtaining or enforcing such patents, copyrights, mask work rights,
trade secrets and other legal protections. His obligations under this
Section 9.5 will continue beyond the termination of his employment with
the Company, provided that the Company will compensate him at a reasonable
rate after such termination for time or expenses actually spent by him at
the Company’s request on such assistance. The Employee hereby irrevocably
appoints the CEO of the Company as his attorney-in-fact to execute
documents on his behalf for this
purpose.
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10.
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Non-Competition
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10.1
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The
Employee agrees and undertakes that he will not, so long as he is employed
by the Company and for a period of 12 months following termination of his
employment for whatever reason, directly or indirectly, as owner, partner,
joint venturer, stockholder, employee, broker, agent, principal, corporate
officer, director, licensor or in any other capacity whatever engage in,
become financially interested in, be employed by, or have any connection
with any business or venture that is engaged in any activities competing
with products or services offered by the Company; provided, however, that
the Employee may own securities of any corporation which is engaged in
such business and is publicly owned and traded but in an amount not to
exceed at any one time one percent of any class of stock or securities of
such company, so long as he has no active role in the publicly owned and
traded company as director, employee, consultant or
otherwise.
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10.2
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The
Employee agrees and undertakes that during the period of his employment
and for a period of 12 months following termination, he will not, directly
or indirectly, including personally or in any business in which he is an
officer, director or shareholder, for any purpose or in any
place:
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(a)
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employ
any person employed by the Company or retained by the Company as a
consultant on the date of such termination or during the preceding five
months.
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(b)
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seek
to entice away from the Company or interfere with the relationship or the
terms of business applying between the Company and any customer, supplier,
collaborator or licensor of any intellectual property rights to the
Company with which the Employee dealt within six months of the Termination
Date.
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10.3
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If
any one or more of the terms contained in this Section 10 shall for any
reason be held to be excessively broad with regard to time, geographic
scope or activity, the term shall be construed in a manner to enable it to
be enforced to the extent compatible with applicable
law.
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11.
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Rights Upon
Termination
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Upon
termination of this Agreement by the Company for any reason whatsoever other
than by justifiable cause, as defined herein, the Employee shall be entitled to
the payment of his full salary, including insurance and social benefits as set
for in Sections 4-6 above, during a period of 6 months if his employment is
terminated with the first 12 months of the effective date, and an additional
month for each 12 months of employment thereafter.
12.
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Mutual
Representations
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12.1
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The
Employee represents and warrants to the Company that the execution and
delivery of this Agreement and the fulfillment of the terms hereof (a)
will not constitute a default under or conflict with any agreement or
other instrument to which he is a party or by which he is bound, and (b)
do not require the consent of any person or
entity.
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12.2
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The
Company represents and warrants to the Employee that this Agreement has
been duly authorized, executed and delivered by the Company and that the
fulfillment of the terms hereof (a) will not constitute a default under or
conflict with any agreement or other instrument to which it is a party or
by which it is bound, and (b) do not require the consent of any person of
entity.
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12.3
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Each
party hereto warrants and represents to the other that this Agreement
constitutes the valid and binding obligation of such party
enforceable against such party
in
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12
accordance
with its terms subject to applicable bankruptcy, insolvency, moratorium and
similar laws affecting creditors’ rights generally, and subject, as to
enforceability, to general principles of equity (regardless if enforcement is
sought in proceeding in equity or at law).
13.
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Notice;
Addresses
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13.1
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The
addresses of the parties for purposes of this Agreement shall be the
addresses set forth above, or any other address which shall be provided by
due notice.
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13.2
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All
notices in connection with this Agreement shall be sent by registered mail
or delivered by hand to the addresses set forth above, and shall be deemed
to have been delivered to the other party at the earlier of the following
two dates: if sent by registered mail, as aforesaid, three business days
from the date of mailing; if delivered by hand, upon actual delivery or
proof of delivery (in the event of a refusal to accept it) at the address
of the addressee. Delivery by facsimile or other electronic mail shall be
sufficient and be deemed to have occurred upon electronic confirmation of
receipt.
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14.
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Miscellaneous
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14.1
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The
preamble to this Agreement constitutes an integral part
hereof.
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14.2
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Headings
are included for reference purposes only and are not to be used in
interpreting this Agreement.
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14.3
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The
provisions of this Agreement are in lieu of the provisions of any
collective bargaining agreement, and therefore, no collective bargaining
agreement shall apply with respect to the relationship between the parties
hereto (subject to the applicable provisions of
law).
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14.4
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No
failure, delay or forbearance of either party in exercising any power or
right hereunder shall in any way restrict or diminish such party’s rights
and powers under this Agreement, or operate as a waiver of any breach or
nonperformance by either party of any terms or conditions
hereof.
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13
14.5
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Any
determination of the invalidity or unenforceability of any provision of
the Agreement shall not affect the remaining provisions hereof unless the
business purpose of this Agreement is substantially frustrated
thereby.
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14.6
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This
Agreement is personal and non-assignable by the Employee. It shall inure
to the benefit of any corporation or other entity with which the Company
shall merge or consolidate or to which the Company shall lease or sell all
or substantially all of its assets, and may be assigned by the Company to
any affiliate of the Company or to any corporation or entity with which
such affiliate shall merge or consolidate or which shall lease or acquire
all or substantially all of the assets of such affiliate. Any assignee
must assume all the obligations of the Company hereunder, but such
assignment and assumption shall not serve as a release of prior
agreements, promises, covenants, arrangements, communications, or
representations of the
Company.
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14.7
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The
Employee is obligated to keep all the terms and covenants of this
Agreement under strict
confidentiality.
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14.8
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This
Agreement sets forth the entire agreement of the parties hereto in respect
of the subject matter contained herein and supersedes all negotiations,
undertakings, agreements, representations or warranties, whether oral or
written, by any officer, employee or representative of the Company or any
party thereto; and any prior agreement of the parties hereto or of the
Employee and the Company in respect of the subject matter contained herein
is hereby terminated and cancelled. Any modification to the Agreement can
only be made in writing, signed by the Employee and the CEO, with the
approval of the Board.
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14.9
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It
is hereby agreed between the parties that the laws of the State of Israel
shall apply to this Agreement and that the sole and exclusive place of
jurisdiction in any matter arising out of or in connection with this
Agreement shall be the applicable Tel-Aviv
court.
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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the Effective Date
first
14
above
written.
/s/ Xxxxxx Xxxxxxxx
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/s/ Xxxxxx Xxxxx
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MEDGENICS
MEDICAL ISRAEL, LTD.
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Xxxxxx
Xxxxx, PhD
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By:
Xx. Xxxxxx X. Xxxxxxxx,
CEO
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15
EXHIBIT
A
Goal Bonus Criteria Through
March 2008
The total
Goal Bonus of $20,000 shall be allocated to the achievement of the following
through July 2008:
I.
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Goal
Bonus Criteria through July, 2008 - $20,000, split between two groups of
objectives:
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a.
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Company
objectives - $10,000
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i.
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Assuming
Medgenics is admitted to AIM during October, 2007, then during QI/2008,
commence approved EPODURE Phase I/II clinical trial run under full GMP
compliance, implanting EPODURE biopumps in at least the first 5 patients
before the end of Ql/08, preferably by February 28. If the AIM admission
date is delayed past October, 2007, the target dates for the start of the
trial will be delayed
accordingly.
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ii.
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By
3 months after treatment of the first patient, in at least 5 patients,
demonstrate at least 6 weeks’ sustained elevation of serum EPO (by at
least 25mU over baseline), and reticulocyte count (by at least 1% over
baseline)
|
iii.
|
By
5 months after treatment of first patient, in the first 10 patients,
demonstrate at least:
|
1.
|
sustained
elevation of serum EPO (by at least 25mU over baseline), and reticulocyte
count (by at least 1% over baseline) for at least 2 months and
counting...
|
2.
|
elevated
hematocrit by at least 5 points or to at least 33-36 , for at least 2
weeks and counting...
|
b.
|
Personal
professional objectives/deliverables -
$10,000
|
i.
|
GMP
vector - receive by December 31, 2007, GMP HDAd vector fully tested and
meeting all our required specifications, and available for use in the
clinical trial, and sufficient to treat at least 100
patients
|
ii.
|
Preclinical
testing - complete on agreed schedule with the required GLP results to
support the proposed clinical
trial
|
iii.
|
GMP
cell processing facility at Hadassah: Fully set up and verify ready for
use in the
clinical trial, establish updated, optimized SOPs and implementation program to maximize
number of patients that can be processed per day of planned
use
|
iv.
|
Design,
successfully move into new lab
facilities
|
v.
|
Demonstrate
AAV based biopumps producing at least 200 lU/day EPO for at least 1 month in
vitro, and remaining at least 25% of peak for 6 months in
vitro
|
vi.
|
Complete
feasibility test of at least two nonviral vector
approaches
|
16
EXHIBIT
B
Team Leadership Bonus
Criteria for the period through March 2008
The CEO
and the Board will evaluate the Employee’s performance after for the period
through July 2008 and the Team Leadership Bonus of $10,000 will be awarded based
on the overall average score (as determined by the CEO and the Board) earned by
Employee in the areas listed below.
Leadership
Bonus Criteria through June, 2008 - $10,000
1.
|
Building
the team and maintaining good team atmosphere within the science group and
with the other groups of the company, and also with external entities such
as strategic partners, regulatory agencies,
etc.
|
2.
|
Planning
and managing projects so as to complete deliverables on or before the
agreed times, including timely achievement of interim milestones, making
effective and regular use of project management tools (MS Project, EXCEL,
etc.)
|
3.
|
Problem
solving with a sense of urgency and “can do” attitude, dealing with
technical challenges and obstacles in a way that builds confidence in the
company both internally and
externally
|
4.
|
Continuing
to develop managerial and technical skills, and to be open to feedback on
both managerial and technical levels. Learn the Courage Institute
approaches and methodologies, and work actively with organizational
advisors to apply them in your executive
role.
|
17