Rosetta Genomics Ltd. August 15, 2004
August
15, 2004
Glenrock
Israel Ltd.
("Glenrock")
Dear
Sirs,
We
are
pleased to have the opportunity to render Glenrock's services as
consultants
of Rosetta (Genomics
Ltd (the "Company").
We
expect
that Glenrock's contribution as consultants of the Company
will be of significant strategic benefit to the Company in establishing its
business and developing its technologies.
For
the
sake of good order we wish to set forth below in this letter agreement (the:
“Agreement”)
the
terms
and conditions of Glenrock's consultancy engagement with the
Company:
| 1. |
Term. This
Agreement will enter into effect at the initial Closing of the Company's
contemplated
Preferred B Investment Round for aggregate investments of at least
$2,000,000 (the
"Effective
Date") and
is subject to execution of
such initial
Closing. The term of this Agreement is twelve (12) months commencing
on
the Effective Date, unless renewed or extended
by mutual written consent of both parties (the
"Term").
|
| 2. |
Compensation.
As
a consideration for Glenrock's consultancy services to the Company
under
the terms of this
Agreement under the
terms of this Agreement, the Company will pay Glenrock monthly
consulting
fees of $5,000 plus VAT for each month of consultancy (the "Consulting
Fees”). Glenrock shall also be entitled
to
reimbursement of direct expenses relating to the provision of
the Services, subject to prior approval by the Company. The Consulting
Fees and reimbursement
will be paid within 10 days of the
end of each calendar month against a proper
tax invoice.
|
| 3. |
Duties.
|
| 3.1. |
Glenrock
acknowledges and agrees that Glenrock's primary services to the Company
shall include, but not be limited to (the "Services"): (i) help develop
and implement business
strategies for the Company, (ii) advise the Company with respect
to
various matters,
including, but not limited to, the growth and development of its
business,
including
the direction of the Company's staffing and financing matters and
(iii)
leverage Glenrock's network of industry contacts by providing the
officers
and other management of the Company with introductions to participants
in
the related industries.
|
| 3.2. |
Glenrock
agrees to render the Services in a
professional manner
by, including, without limitation, providing consultancy services
to the
Company primarily by being available to the officers and other management
of the Company for pre-scheduled meetings or by telephone
on reasonable “as requested” basis.
|
| 4. |
Confidentiality
and Nondisclosure.
|
| 4.1. |
Unless
otherwise agreed to in writing by the Company, Glenrock agrees (i)
to keep
in strict confidence all Confidential Information (as defined herein)
and
not to disclose any Confidential Information, or any portion thereof,
to
any third party, (ii) not to use any Confidential Information (except
within the scope of Glenrock’s duties hereunder). As used in this
Agreement, the term "Confidential Information" refers to all inventions
and all other business, technical and financial information (including,
without limitation, the identity of, and information relating to,
customers or employees) Glenrock develop, learn or obtain during
the term
of this Agreement that relate to any information proprietary to,
used by
or in the possession of the Company or its respective businesses
or
demonstrably anticipated business of any of the Company or that are
received by or for any of the Company in confidence, whether or not
reduced to writing. The foregoing limitations shall not apply to
information that (i) was lawfully known to Glenrock before the receipt
thereof, (ii) is learned by Glenrock from a third party that is entitled
to disclose same, (iii) becomes publicly known other than through
Glenrock's actions or (iv) is required by law or court order to be
disclosed by Glenrock. In the event that Glenrock is requested pursuant
to, or required by, applicable law or regulation or by legal process
to
disclose any Confidential Information, Glenrock shall provide the
Company
with prompt notice of such request(s) so that the Company may seek
an
appropriate protective order.
|
1
| 4.2. |
During
the Term and for a period of twelve (12) months thereafter, Glenrock
agrees (i) not
to engage in any activity that is in any way directly competitive
with
the
businesses of
the Company, in the field of microRNAs (the "Field") and not to
assist or advise any other
person or organization in competing
or in preparing to
compete with the businesses
of the Company in the Field
|
| 5. |
Conflicting
Agreements.
|
| 5.1. |
By
signing this letter Glenrock represent to the Company that Glenrock
has
not entered into any agreement, in conflict with this Agreement or
Glenrock's duties to the Company pursuant to this Agreement. Glenrock
agrees not to violate any agreement with or rights of any third party
or,
except as expressly authorized by Company in writing hereafter, use
or
disclose Glenrock's own or any third party's confidential information
or
intellectual property when acting within the scope of Glenrock's
duties
pursuant to this Agreement or otherwise on behalf of
Company.
|
| 5.2. |
Glenrock
further understands and acknowledges that Glenrock is
an independent contractor
and is responsible for all taxes, withholdings, and other similar
statutory obligations.
Glenrock will have no power or authority to bind, enter
into any contract, incur
any liability, make any representation, direct or act on behalf of
the
Company in connection
with providing any Services or
otherwise. Glenrock agrees to defend, indemnify
and hold the Company harmless from any and all claims made by any
entity on
account of an alleged failure by Glenrock to satisfy any
such tax or withholding obligations.
|
| 6. |
General
Conditions.
|
| 6.1. |
Entire Agreement.
This Agreement represents the entire agreement of
the parties, and shall supersede any and all previous contracts or
understandings between
the parties hereto,
with respect to the subject matter hereof. This Agreement shall
not be modified, amended or terminated except in
a writing signed by the
party against whom
enforcement
is sought.
|
| 6.2. |
Governing
Law. This
Agreement shall he governed by and construed in accordance with
the laws of the state of Israel, without regard to the conflicts
of
law provisions thereof,
and the competent courts of Tel Aviv-Jafa shall have exclusive
jurisdiction over
all
matters arising under or relating to this
Agreement.
|
Please
acknowledge Glenrock's acceptance of, and agreement with,
the
terms of this Agreement by
signing a counterpart of this signature page and returning
the same to the Company at the address
indicated above.
| Sincerely, | ||
| Rosetta Genomics Ltd. | ||
| |
|
|
| By: | /s/ Xx. Xxxxx Xxxxxxxx | |
|
|
||
| Name: Xx. Xxxxx Xxxxxxxx | ||
| Title Chairman & CEO | ||
|
ACKNOWLEDGED,
ACCEPTED AND
AGREED:
|
|
| By: | /s/ Xxxx Xxxxxxxx |
|
|
|
|
By:
|
Glenrock
Israel
Ltd. Xxxx Xxxxxxxx Title: CEO |
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