Consulting Agreement
EXHIBIT 10.16
This
Agreement is being made and entered into as of May 1, 2006, by and between Medgenics Medical Israel Ltd.,
an Israeli company of Rechov HaNapach 12 Karmiel (the “Company”), and Xxxxxxxxx Xxxx Panet, residing
at: 1l Shrim St., Apt. 21 Jerusalem (the “Consultant”).
The
Company engages in the research, development, manufacturing and marketing of
products involving certain “bio-pump” technology (the “Business”). Consultant has
expertise, know how, and skills in the field of biotechnology research and
development. This Agreement provides for the terms and conditions whereby the
Company will retain the services of the Consultant in connection with the
matters described herein.
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1.
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Term;
Termination. The terns of this Agreement shall commence on the date
hereof, and shall continue until terminated by either party (the “Consulting Term”). Each
of the parties may terminate this Agreement at any time, at its sole
discretion, by giving the other a 30-day advance written notice. In the
event, however, that Consultant breaches any term of this Agreement, or
performs any of Consultant’s duties hereunder in gross negligence or
willful misconduct, the Company shall have the right to terminate this
Agreement immediately, with no prejudice to its rights and remedies
against the Consultant for any of the
above.
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2.
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Consulting
Services. During the Consulting Term Consultant shall provide to
the Company advice, knowledge and know-how with respect to the Company’s
Business, including those services defined in Attachment A hereto (the
“Consulting Services”). Consultant shall use his best efforts during the
Consulting Term to provide the Consulting Services as requested by the
Company from time to time, but the same shall always be coordinated with
Consultant and take into account Consultant’s other obligations and
engagements.
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3.
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Compensation
and Reimbursement
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3.1
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In
consideration of the Consulting Services already rendered by the
Consultant during the restart period up to May 1, 2006, the Consultant
shall receive: 56,100 fully vested options at nominal exercise price of
$0.001 per share.
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3.2
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During
the Consulting Terms, in consideration for the performance of the
Consulting Services, the Consultant shall
receive:
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3.2.1 99,700
options at the restart round share price of $1.5l6 per share. These options
will vest over 4 years on a prorated basis.
3.2.1.1
These options are to purchase the same number of shares (the “Options”), in the
Company’s parent company, Medgenics Inc., a Delaware corporation (.the “U.S.
Company”) .
3.2.1.2
The Options shall be granted under the terms of the Company’s Stock Option Plan.
The Consultant understands that he may be required to execute additional
documents in compliance with the applicable tax laws.
3.2.2
Retainer Fee: A retainer of $2,000 per month.. On an interim basis in
2006, the Consultant agrees to defer half of this Fee to be accrued monthly and
to be paid as a lump sum to the consultant upon the closing of the next
financing round in the Company.
3.3 The
Company will reimburse the Consultant for all normal and proper expenses
incurred by him relating to the routine performance of the Consulting Services
hereunder, but the Consultant will obtain prior written Company
consent.
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4.
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Non-Disclosure;
Publications. Consultant covenants and undertakes that, during the
term of this Agreement and thereafter, absent the Company’s prior written
consent, all information, written or oral, relating to the Company, its
Business or condition (actual or planned), disclosed to him by the
Company, or which otherwise became known to him in connection with the
performance of the Consulting Services (the “Information”), shall be
maintained by him in full and absolute confidence. and he shall not use
such Information, directly or indirectly, in whole or in part, for his own
benefit or any purpose whatsoever except as specifically and explicitly
provided hereunder. The Consultant’s undertaking hereunder shall not apply
to Information which is in, or becomes part of, the public domain, or
which was known by Consultant before the time of disclosure, as evidenced
by written records. In addition, and notwithstanding the foregoing, any
publication by Consultant related in
whole or in part to Information,
shall not be in violation of any commitments or contracts with
Yissum.
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These
restrictions shall not apply to such secrets, know-how and processes or other
information which:
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(i)
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were
known to the Consultant other than from the Company or from someone acting
on behalf of the Company, prior to his consulting to the
Company;
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(ii)
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have
passed into the public domain prior to or after their development by or
for the Company or their disclosure to the Company, other than through
acts or omission(s) attributable to the Consultant
or
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(iii)
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were
obtained, other than under an obligation of confidentiality, from a third
party not acquiring the information under an obligation of confidentiality
from the disclosing party.
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For
avoidance of doubt, it is confirmed that the Consultant is under no obligation
to provide to the Company information which he has learned from other parties
and that may relate to the Micro-Organ culture technology without obtaining
permission in writing from those parties.
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5.
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Ownership
of Intellectual Property Rights. The parties agree that regarding
any and all patent applications, drawings, specifications, test results,
techniques, diagrams, charts, plans, statements, assessments, analyses,
estimates, views, opinions, know-how, processes, machines, practices, in
inventions, improvements, records, copyrights and any other intellectual
property rights under law or ideas made, received or invented by or
originating with (or as otherwise similarly applicable) Consultant in the
performance of the Consulting Services for the Company, or resulting
therefrom (collectively, “Inventions”), ownership shall be assigned
to the Company. As regards all worldwide patents, patent applications,
copyrights, mask works, trade secrets, moral rights and other intellectual
property rights in all Inventions pursuant to the Consulting Services
performed hereunder, the Company shall also have ownership of these
rights.
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6.
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Non-Competition.
Consultant agrees and undertakes that he will not, so long as this
Agreement is in effect and for a period of 18 months following termination
of this Agreement, for any reason whatsoever, engage in activities which
compete with the Company’s products or services for which the Consultant
provided said consulting services, or whose confidential aspects became
known to the Consultant as a result of said
services.
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7.
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Independent
Contractor. Consultant 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. The Company
shall not be responsible for Consultant’s acts while performing the
Consulting Services hereunder, whether on the Company’s premises or
elsewhere.
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8.
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Duties.
The consultant duties during the term of this agreement will consist of
rendering, from time to time, consulting services on matters such as viral
vectors, their use in connection with Micro-Organ Culture technology and
genetically engineered Biopumps. The average monthly time to be spent by
the Consultant in providing such services shall approximate 20 hours per
month, but may moderately vary from this depending upon the results of the
Company’s research.
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9.
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Representations
by Consultant. Consultant represents and warrants to the Company
that the execution and delivery of this Agreement and the fulfillment of
the terms hereof (i) 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 (ii) do not require the consent of any person or entity except
as disclosed by the Consultant in Appendix
B.
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10.
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Miscellaneous.
This Agreement shall be exclusively governed by the laws of the State of
Israel. This Agreement constitutes the entire agreement between the
parties with respect to the matters referred to herein, and supersedes all
prior agreements, promises, covenants, arrangements, communications,
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 Consultant 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 Consultant and an appropriate officer of the
Company.
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This
Agreement may not be assigned by any of the parties hereto, and may not be
amended or modified, except by the written consent of both parties hereto. No
failure or delay on the part of any party hereto in exercising any right, power
or remedy hereunder shall operate as a waiver thereof. Headings to Sections
herein are for the convenience of the parties only, and are not intended to be
or to affect the meaning or interpretation of this Agreement. In the event that
any covenant, condition or other provision contained in this Agreement is held
to be invalid, void or illegal by any court of competent jurisdiction, the same
shall be deemed severable from the remainder thereof, and shall in no way
affect, impair or invalidate any other covenant, condition or other provision
therein contained. If such condition, covenant or other provisions shall be
deemed invalid due to its scope or breadth, such covenant, condition or other
provision shall be deemed valid to the extent permitted by law. All notices
required to be delivered under this Agreement shall be effective only if in
writing and shall be deemed given when received by the party to whom notice is
required to be given and shall he delivered personally, or by registered mail to
the addresses set forth above.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
Signatures:
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/s/
Xxxxxx X. Xxxxxxxx
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/s/
Xxxx Xxxxx
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For
the Company
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The
Consultant
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Name:
Xxxxxx X. Xxxxxxxx, PhD
Title:
President & CEO
Undertaking:
We
undertake to issue the options as to our shares and to take such other actions
as may be required to implement the commitments of Medgenics as to our shares,
all as referred to in Section 3 of the foregoing Consulting
Agreement.
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Date:
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May 10, 2006
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A.L.P
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Attachment
A
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1.
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Role:
Chief Science advisor and member of the Scientific Advisory
Board
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a.
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As
vector expert, to provide
high level and supportive guidance, critical evaluation and feedback, and
proposed solutions, in:
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i.
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vector
development: selection, preparation, production, testing, use of viral
vectors
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ii.
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Gene
construct, related elements for stable, high level
secretion
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iii.
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transduction
optimization
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iv.
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method
development, potency assay
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b.
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Assist/guide
preclinical testing, GMP
preparations
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c.
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Other
areas of the Consultant’s
contribution
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d.
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Possible
R & D in the Consultant’s lab at Hadassah: Assuming any resulting IP
is included in the current Yissum license, potentially perform specific
projects in the Consultant’s lab based on at-cost budget to be
agreed.
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2.
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Time
Commitment: (not counting any research performed in the Consultant’s lab):
about 20/ hrs/month (ca 250
hours/year):
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a.
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1
day per month at Medgenics
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b.
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3
weekly 2-hour review meetings via email and
phone
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c.
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Brief
consults and side projects as needed (1-2
hours/week).
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