EXHIBIT 10.3
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is entered into as of the ___ day of
July, 2004, by and between Golden Hand Resources, Inc., a company incorporated
under the laws of the State of Washington, having its principal office at 00
Xxxxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxx (the "COMPANY"), and Xx. Xxxxxx Xxxxx
("XX. XXXXX").
WHEREAS The Company has entered into a Research and License
Agreement with Ramot at Tel Aviv University Ltd. ("Ramot"),
dated as of July __, 2004, (the "License Agreement")
relating to certain stem cell technology developed Xx.
Xxxxx together with other researchers at the Felsenstein
Medical Research Center of Tel Aviv University; and
WHEREAS Xx. Xxxxx possesses unique skills and expertise that
qualify him to provide the Consulting Services (as defined
below); and
WHEREAS The Company desires to appoint Xx. Xxxxx as "Chief
Scientific" and receive the Consulting Services from Xx.
Xxxxx, and Xx. Xxxxx desires to accept such appointment and
provide such Consulting Services to the Company as an
independent contractor on such matters within the
experience and expertise of Xx. Xxxxx, under the terms and
conditions contained herein.
NOW, THEREFORE, it is hereby agreed as follows: -
1. TERM
The term of this Agreement (the "CONSULTING TERM") shall be the term of
the Research Period as that expression is defined in the License
Agreement, or the period during which the License Agreement remains in
effect, whichever is shorter.
2. CONSULTING SERVICES
(a) During the Consulting Term, Xx. Xxxxx shall (1) consult with the
Company with respect to the Company's research and development
activities in connection with the License Agreement and such other
research and development activities relating to the differentiation
of bone marrow and cord blood stem cells into neuron-like or
glial-like cells and/or the transplantation of such neuron-like or
glial-like cells into humans as shall be agreed by the parties, (2)
assist the Company's efforts to identify qualified scientists and
other scientific advisors, (3) serve on and attend meetings of the
Company's Scientific Advisory Board, (4) from time to time and upon
request, advise the Company's Board of Directors and management
regarding decisions relating to the scientific direction of the
Company. These activities shall be referred to as the "CONSULTING
SERVICES".
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(b) Subject to the rules in that respect laid down by Tel Aviv
University (the "UNIVERSITY") from time to time, Xx. Xxxxx shall
devote time and attention during the Consulting Term to provide the
Consulting Services as requested by the Company from time to time,
to the extent reasonably permitted by his professional obligations
in the University; provided that the dates and places of the
provision of the Consulting Services shall be coordinated between
Xx. Xxxxx and the Company, to their mutual convenience, and provided
further, that in no event shall Xx. Xxxxx be requested to perform
nor will he perform more than the equivalent of one working day of
Consulting Services per week.
3. PAYMENT FOR SERVICES
(a) The Company agrees to pay Xx. Xxxxx during the Consulting Term a
consultancy fee of $72,000 (seventy-two thousand US Xxxxxxx) per
annum, divided into equal payments of $6,000 (six thousand US
Dollars) to be made on a monthly basis. All such amounts are
exclusive VAT payment, and shall be paid with the additional VAT
amount required under the law against a duly issued receipt. The
Company will also reimburse Xx. Xxxxx promptly for all reasonable
travel expenses and normal living expenses when he is away from home
or his usual place of work at the Company's request, provided that
such travel is approved in writing in advance by the Company.
The Company reserves the right, at the Company' sole discretion, to
reimburse Xx. Xxxxx for expenses incurred by Xx. Xxxxx related to
Xx. Xxxxx'x use of a motor vehicle in connection with Xx. Xxxxx'x
performance of the Consulting Services.
(b) In addition, the Company shall, upon the completion of the
investment of an aggregate of $750,000 (seven hundred and fifty
thousand US dollars) in the share capital of the Company, in a
single investment or series of investments ("Qualifying
Investment"), issue to a trustee on behalf of Xx. Xxxxx who will be
designated by Xx. Xxxxx warrants to purchase a number of shares of
the Company's common stock equal to 3% of the issued and outstanding
shares of capital stock of the Company (on a fully diluted, as
converted basis) immediately following the completion of the
Qualifying Investment, at an exercise price of $0.01 (one US cent)
per share. The terms of the warrants shall be substantially the same
as those included in the warrants to be issued to Ramot under the
License Agreement.
4. CONFIDENTIALITY
In order for Xx. Xxxxx to carry out the Consulting Services, the Company
may disclose to him certain information proprietary to the Company. Xx.
Xxxxx shall hold such disclosed proprietary information (the
"INFORMATION") in confidence and shall not disclose the same to others or
use the Information for his own benefit, or cause same to be published
without the Company's prior written consent for a period of three (3)
years from the end of the Consulting Term. This obligation of confidence
and non-use shall not apply to:
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(a) Information disclosed to Xx. Xxxxx by the Company which, at the time
of disclosure, is published or known publicly or is otherwise in the
public domain;
(b) Information which, after it is disclosed by the Company, is
published or becomes part of the public domain through no fault of
Xx. Xxxxx;
(c) Information disclosed to Xx. Xxxxx by the Company which was known by
Xx. Xxxxx before the time of disclosure, as evidenced by written
records;
(d) Information which has been or hereafter is disclosed to Xx. Xxxxx in
good faith by a third party who was not under any obligation of
confidence or secrecy to the Company at the time of disclosure to
Xx. Xxxxx; and
(e) Information that has been independently developed at the University
or elsewhere without reference to the Information disclosed to Xx.
Xxxxx as aforesaid.
Nothing herein shall be deemed to limit, in any way, Ramot's, Tel Aviv
University's or Xx. Xxxxx'x publication rights pursuant to Section 9.2 of
the Research and License Agreement.
5. RELATIONSHIP OF THE PARTIES
Xx. Xxxxx is an independent contractor, not an employee of the Company,
and the manner in which the Consulting Services are rendered shall be
within his sole control and discretion. Xx. Xxxxx shall not be entitled to
benefits specifically associated with employment status and shall not be
entitled to participate in employee benefit programs. Xx. Xxxxx shall be
responsible for all taxes due and owing on the consideration received by
him as an independent contractor under this Agreement. During the
Consulting Term, Xx. Xxxxx shall not represent, nor act in any manner
which might imply, that he has the authority to act on behalf ofthe
Company.
6. OWNERSHIP AND PATENTS
According to the terms of the License Agreement, the parties acknowledge
and agree that all right, title and interest in and to any inventions,
products, materials, compounds, compositions, substances, methods,
processes, techniques, know-how, data, information, discoveries and other
results of whatsoever nature discovered, created, developed, or occurring
(as the case may be) in the course of, or arising from, the provision of
the Consultancy Services under this Agreement (the "DISCOVERIES") and all
intellectual property rights (registrable or otherwise) relating to or
covering any of the Discoveries or portion thereof shall vest in Ramot and
be covered by the license under the License Agreement.
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7. COMPETITION
Xx. Xxxxx agrees that during the Consulting Term, he will not: (a)
directly or indirectly engage in any business activity or enterprise that
directly competes with business conducted by the Company with respect to
which Xx. Xxxxx has provided Consulting Services to the Company; provided,
however, that the foregoing shall not prevent Xx. Xxxxx from engaging in
any academic research, teaching or related activity; (b) solicit or induce
any employee of the Company to leave the employ of the Company, other than
for academic studies or research; and (c) will not hire or cause to be
hired, other than for academic or research, any former employee of the
Company within six months of the termination of said former employee's
employment with the Company.
8. INDEMNIFICATION
The Company shall indemnify Xx. Xxxxx and shall hold him harmless from and
against any loss, damage, liability and expense (including attorney fees
and legal costs) caused to or incurred by him as a result of third party
claims filed against him and arising out of or resulting from the
performance of Xx. Xxxxx of the Consulting Services and/or the use by the
Company of any information developed or provided by Xx. Xxxxx in the
performance of the Consulting Services, except for acts which involve his
willful misconduct. The Company shall insure the abovesaid liability.
9. MISCELLANEOUS
(a) No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in
writing and signed by both parties. No waiver by either party hereto
at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time.
(b) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Israel.
(c) The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings and
arrangements, oral or written, between the parties hereto with
respect to the subject matter hereof. No agreement or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made either party which are
not expressly set forth in this Agreement.
(e) This Agreement shall be binding upon and shall inure to the benefit
of Company, its successors and assigns, and Company shall require
such successor or assign to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that
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Company would be required to perform it if no such succession or
assignment had taken place. The term "successors and assigns" as
used herein shall mean a corporation or other entity acquiring all
or substantially all the assets and business of Company (including
this Agreement) whether by operation of law or otherwise.
(f) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by Xx. Xxxxx, his beneficiaries or legal
representatives, except by the laws of descent or distribution. The
Company may assign this Agreement and its rights and obligations
under this Agreement to a fully-owned subsidiary of the Company to
be formed under the laws of Israel.
(g) This Agreement shall be governed by and construed in accordance with
the laws of Israel, without regard to the application of principles
of conflicts of law, except for matters of patent law, which, other
than for matters of inventorship on patents, shall be governed by
the patent laws of the relevant country of the patent. The parties
hereby consent to personal jurisdiction in Israel and agree that the
competent court in Tel Aviv, Israel shall have sole jurisdiction
over any and all matters arising from this Agreement, except that
Xx. Xxxxx may bring suit against the Licensee in any other
jurisdiction outside Israel in which the Licensee has assets or a
place of business
(h) The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
GOLDEN HAND RESOURCES, INC. /s/ Xxxxxx Xxxxx
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By: /s/ Xxxx Xxxxx XXXXXX XXXXX, PHD
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Title: President
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DECLARATION BY RAMOT
The undersigned, Ramot at Tel Aviv University Ltd. ("RAMOT"), confirm that we
have read the above Agreement and that it is acceptable to us. However, we are
not a party to the above Agreement and do not accept any responsibility for or
guarantee performance thereof by Xx. Xxxxx.
We agree that in the event that any Discoveries (as such term is defined in
clause 6 of the above Agreement) are made, developed, or occur, such Discoveries
shall be governed by and subject to the license granted to the Company by Ramot
under the License Agreement between Ramot and the Company, dated July __, 2004.
RAMOT AT TEL AVIV UNIVERSITY LTD.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Title: CEO
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/s/ XXXXXXX XXX
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XXXXXXX XXX
Chief Operating Officer
