CORONADO BIOSCIENCES, INC. CONSULTING AGREEMENT

Exhibit 10.31

CORONADO BIOSCIENCES, INC.

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of September 27, 2011 (the “Effective Date”), by and between CORONADO BIOSCIENCES, INC. (the “Company”) and XXXX XXXXXXXXX, M.D. (the “Advisor”). The Company and the Advisor may be referred to herein individually as a “Party” or collectively, as “Parties.”

RECITAL

The Company desires to retain Advisor to serve as a consultant and provide consulting services to the Company on the terms set forth in this Agreement.

AGREEMENT

In consideration of the mutual covenants set forth below, the Parties hereby agree as follows:

1. Consulting Services.

Commencing on the Effective Date, the Company hereby retains Advisor, and Advisor hereby agrees to serve, as a consultant to the Company to provide to the Company such consulting services with respect to the Company’s business as may be mutually agreed upon by the Parties including, without limitation, meeting or telephone consultation with Company management and consultants providing advice and support for the Company’s clinical product development activities as requested by the Company. Advisor agrees to exercise the highest degree of professionalism and to utilize Advisor’s expertise and creative talents to the fullest in performing the Services.

2. Compensation.

This Section 2 sets forth the full and complete compensation for the Services. The Company shall pay Advisor a fee of eight thousand three hundred thirty three dollars and thirty three cents ($8,333.33) per month (the “Fee”). The Fee will be guaranteed for the twelve months commencing on the Effective Date (the “Commitment Period”) unless the Advisor terminates the agreement as provided in Section 10 below or the Company terminates the agreement for material breach by Advisor. In addition, within thirty (30) days of the Effective Date, the Company shall pay Advisor $66,666, representing payment in full for consulting services rendered by Advisor prior to the Effective Date. In addition, subject to approval by the Company’s Board of Directors (the “Board”) and subject to the terms of the Company’s 2007 Stock Incentive Plan (the “Plan”), Advisor will be granted an option (the “Option”) to purchase 50,000 shares of the Company’s Common Stock. On each anniversary of the grant date of the Option, one-third (1/3) of the shares subject to the Option shall vest, subject to Advisor’s continued service on each such vesting date. The exercise price per share of the Option shall be equal to the fair market value of a single share of Common Stock on the date of the grant as determined in good faith by the Board. The Option shall be governed by the Plan and shall be granted pursuant to a separate stock option grant notice and stock option agreement.

3. Expenses.

Coronado will reimburse Advisor for all pre-approved, reasonable and necessary expenses, including, without limitation, domestic and foreign travel, lodging and meal expenses incurred by him in connection with his consulting hereunder promptly following Coronado’s receipt of a request for reimbursement from the Advisor. The Advisor shall promptly provide Coronado with documentation supporting all such expenses.

4. Independent Contractor.

Advisor’s relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Advisor will not be entitled to any of the benefits that the Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Advisor is not authorized to make any representation, contract or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by the Board. Advisor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to his work for the Company under this Agreement. No part of Advisor’s compensation will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes. The Company will regularly report amounts paid to Advisor by filing Form 1099-MISC with the Internal Revenue Service as required by law.

5. Confidentiality; Inventions.

Advisor recognizes that information relating to the Company and its research and development programs and strategic and business activities and operations is proprietary and of significant value to the Company. Advisor agrees as follows:

(a) At all times during the term of Advisor’s association with the Company and thereafter, Advisor will hold in strictest confidence and will not disclose or use any of the Proprietary Information (defined below), except to the extent such disclosure or use may be required in direct connection with the Advisor’s work for the Company or is expressly authorized in writing in advance by the Board.

(b) The term “Proprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company, including, without limitation, the Inventions (as defined below). By way of illustration but not limitation, Proprietary Information includes: (i) inventions, ideas, samples, processes, formulas, data, know-how, improvements, discoveries, developments, designs and techniques; (ii) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (iii) information regarding the skills and compensation of employees or other consultants of the Company.

(c) Advisor understands that Company has received and will in the future receive from third parties confidential and/or proprietary information that is 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 (“Third Party Information”). Advisor agrees to hold all such Third Party Information in confidence and to not use it or disclose it to anyone, except in connection with Advisor’s work for the Company or as expressly authorized in writing in advance by the Board.

(d) Advisor agrees that any and all inventions, discoveries and know-how that the Advisor conceives, reduces to practice or develops during the term of this Agreement, alone or in conjunction with others, in the course of or as a direct result of his work for the Company and all intellectual property rights therein (the “Inventions”) shall be the sole and exclusive property of the Company. Advisor hereby assigns and agrees to assign to the Company his entire right, title and interest in and to all Inventions and designates the Company as his agent for, and grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, solely for the purpose of effecting such assignment. Advisor further agrees to cooperate and provide reasonable assistance to the Company to obtain and from time to time enforce all intellectual property rights in the Inventions.

6. Institutional Affiliations.

(a) The Company understands that Advisor is employed by Xxxxx Medical Group, Inc., a not-for-profit corporation organized under the laws of The Commonwealth of Massachusetts, the sole member of which is Tufts Medical Center Physicians Organization, Inc. (the “Institute”) and must fulfill certain obligations pursuant to the guidelines or policies adopted or promulgated by the Institute, as may be amended from time to time. Advisor represents to the Company that he is not a consultant or advisor to and does not serve as a member of the Board of Directors of any other company or entity.

(b) Advisor has provided the Company with copies of all of the Institute’s policies and guidelines relating to Advisor’s obligations to the Institute, conflict of interest, performance of consulting services, or serving as a director for entities unrelated to the Institute, and ownership of equity in entities for whom Advisor provides consulting services, if any. Advisor agrees to promptly provide to the Company copies of any and all changes, updates and amendments to such policies and guidelines. If Advisor is required by the Institute, pursuant to applicable guidelines or policies, to make any disclosure or take any action that conflicts with the Services being provided by Advisor hereunder or that is contrary to the terms of this Agreement, Advisor will promptly notify the Company of such obligation, specifying the nature of such disclosure or action and identifying the applicable guideline or policy under which disclosure or action is required, at the time of or as soon as reasonably practical following making such disclosure or taking such action.

(c) From time to time Advisor may be unavailable to perform Services. Should such unavailability be attributable to prior obligations, including but not limited to, teaching, clinical duties at Tufts Medical Center and other academic duties and attending scientific conferences, such unavailability shall not be considered a breach of this Agreement.

Notwithstanding anything herein to the contrary, Company acknowledges that Advisor is a staff member of the Institute and is bound by all policies of the Institute including the obligations to assign inventions, discoveries and other intellectual property rights pursuant to Institute’s intellectual property policy. In the event of any inconsistencies between Advisor’s obligations to the Institute and to the Company, Advisor’s obligations to the Institute shall prevail.

7. Noncompetition; Nonsolicitation.

(a) During the Term (as defined below), Advisor agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Advisor to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates (as defined below) and the foregoing shall not prevent Advisor from engaging in his work at the Institute conducting any academic research, teaching or clinical services, in each case provided that Advisor complies with Section 5 of this Agreement. Ownership by Advisor, in professionally managed funds over which the Advisor does not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section. For purposes of this Agreement, “Affiliate,” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

(b) During the Term of this Agreement and during any period in which Advisor is being compensated by the Company under this Agreement or any other arrangement (which shall, for the avoidance of doubt, include the Commitment Period) (the “Restricted Period”), Advisor shall not engage in competition with the Company and/or any of its Affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services that involve the use of helminth therapies, except with the prior written consent of the Board.

(c) During the Restricted Period and for a period of 12 months thereafter, Advisor shall not, directly or indirectly: (i) solicit or induce, or attempt to solicit or induce, any employee of the Company or its Affiliates to leave the employ of the Company or such Affiliate; or (ii) solicit or attempt to solicit the business of any client or customer of the Company or its Affiliates with respect to products, services, or investments similar to those provided or supplied by the Company or its Affiliates.

8. No Conflicting Obligations.

Advisor represents that Advisor’s performance of all of the terms of this Agreement, including the performing of the Services for the Company, do not and will not breach or conflict with any agreement with any third party including the Institute or Tufts Medical Center, and that he will not during the Term of this agreement, enter into any agreement with any person, firm or

corporation which would or could in any manner preclude or prevent him from performing this Agreement according to its terms. Nothing in this Agreement shall be interpreted to prevent Advisor from performing his academic, clinical and research duties at the Institute including performing research or publishing research that does not include, reference or relate to Proprietary Information, Third Party Information or Inventions.

9. No Use of Others’ Confidential Materials.

Advisor agrees not to bring to the Company or to use in the performance of his work for the Company any materials or documents of a present or former employer of Advisor, or any materials or documents obtained by Advisor from any third party under an obligation of confidentiality, unless such materials or documents are generally available to the public or Advisor has authorization from such present or former employer or third party for the possession and unrestricted use of such materials. Advisor understands that Advisor is not to breach any obligation of confidentiality that Advisor has to any present or former employers or other third party.

10. Term and Termination.

(a) This Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein (the “Term”).

(b) Either Party may terminate this Agreement at any time and for any reason by giving no less than thirty (30) days prior written notice to the other Party, however the Company agrees that, in the case of termination by the Company during the Commitment Period that does not involve a material breach of this agreement the Company will be obligated to pay the Fee during the Commitment Period. In addition, the Company shall have the right to terminate this Agreement immediately and without prior notice should Advisor materially breach any term of this Agreement.

(c) Upon termination of this Agreement for any reason, Advisor shall promptly deliver to the Company all Company property, documents and other materials of any nature in his possession, including but not limited to any documents or other items containing or pertaining to any Proprietary Information.

(d) The obligations set forth in Sections 3, 4, 5, 9 and 10 will survive any termination or expiration of this Agreement.

11. Miscellaneous.

(a) The rights and liabilities of the Parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided, however, that, as the Company has specifically contracted for Advisor’s Services, Advisor may not assign or delegate Advisor’s obligations under this Agreement either in whole or in part without the prior written consent of the Company. The Company may assign its rights and obligations hereunder to any person or entity who succeeds to all or substantially all of the Company’s business.

(b) Because Advisor may have access to and become acquainted with Proprietary Information, which has significant value to the Company, the Company shall have the right to enforce Sections 5 and/or 7 of this Agreement by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that the Company may have for a breach of Sections 5 and/or 7 of this Agreement.

(c) This Agreement shall be governed by and construed according to the laws of the State of New York, without regards to conflicts of laws rules. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Agreement shall continue in full force and effect.

(d) This Agreement and any Exhibits hereto constitute the final, exclusive and complete understanding and agreement of the Parties with respect to the subjects addressed herein and supersedes all prior understandings and agreements between the Parties with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the Parties hereto.

(e) Any notices required or permitted hereunder shall be given to the appropriate Party at the address specified below, or such other address as the Party shall specify in writing pursuant to this notice provision. Such notice shall be deemed given upon personal delivery to the appropriate address or three days after the date of mailing if sent by certified or registered mail.

(f) This Agreement may be executed in one or more counterparts each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CORONADO BIOSCIENCES, INC.

By:		/s/ Xxxx Xxxxxx				/s/ Xxxx Xxxxxxxxx
						XXXX XXXXXXXXX, M.D.
Name:		Xxxx Xxxxxx				Address:
Title:		Senior Vice President, Finance
Address: 15 New England Executive Park
Xxxxxxxxxx, XX 00000