Exhibit 10.17
HemoBioTech[Graphic Omitted]
0000 Xxxxxxxx Xxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
000-000-0000
000-000-0000 fax
xxxxxxx@xxxxx.xxx
July 13, 2005
Xx. Xxx Xxxxxx
Department of Surgery
Texas Tech Health Science Center
0000 0xx Xxxxxx
Xxxx 0000
Xxxxxxxxxx 0X000
Xxxxxxx, Xxxxx 00000
Dear Xx. Xxxxxx:
This will confirm the agreement between you and Hemobiotech, Inc., a Delaware
corporation ("HBT"), with respect to your providing advisory services to HBT.
Set forth below are the terms and conditions mutually agreed upon:
1. TERMS: This agreement shall be effective on the date of your acceptance of
this letter as indicated below and shall continue until terminated by
either party upon 60 days written notice to the other, or until superseded
by another agreement between parties.
2. DUTIES: As an advisor, you are to provide HBT with advisory services on
technical, medical and market issues related to HBT, including its second
generation blood substitute, HemoTech.
3. TIME AND COMPENSATION: You shall make yourself available for services by
telephone calls, as well as at least one meeting every other month which
can be implemented by telephone calls, one annual meeting at the company's
facility plus additional meetings if your schedule permits. Upon signing
this agreement you will receive nonqualified stock options to purchase
271,528 shares of Common Stock of HBT at an exercise price per share of
$0.18. Fifty percent of the options shall become exercisable on the date
of the option grant, 25% will become exercisable one year after the date
of the option grant and the remaining options will become exercisable in a
series of 36 successive equal monthly installments upon your completion of
each additional month of service as an advisor or other capacity with the
company over the 36 month period measured from the one-year anniversary
date of the option grant. The options will be issued pursuant, and subject
to, the terms of the Hemobiotech 2003 Stock Option/Stock Issuance Plan and
the Non
1
HemoBioTech[Graphic Omitted]
Qualified Stock Option Agreement, which will be provided separately. All
reasonable expenses incurred by you during the course of your service as
an advisory board member will be reimbursed by HBT within 45 days after
submission by you of appropriate receipts documenting such expenses.
4. CONFIDENTIALLY AND INVENTIONS: Confidentially and Inventions will be
covered by the provisions in the License Agreement dated January 22, 2002
and the Sponsored Research Agreement (SRA) dated July 18, 2002 including
the Phase 2 SRA dated December 1, 2004, between Hemobiotech, Inc., and
Texas Tech University.
5. This agreement represents the entire agreement between the parties with
respect to its subject matter.
If the foregoing represents your understanding of the agreement, please sign and
return the enclosed copy of this letter.
Best Regards,
Hemobiotech, Inc.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Xxxxxx X. Xxxxxx, Ph.D.
Chairman and CEO
Accepted and Agreed:
By: /s/ Xxx Xxxxxx
---------------------------
Xxx Xxxxxx, DVM, Ph.D.
2
