FORM OF SCIENTIFIC ADVISORY BOARD AGREEMENT
Exhibit
10.17
This
Agreement is made as of _____________ ___, 2005, between Modigene Inc. (the
"Company"), and ____________________ (the "Consultant"'), and shall be effective
as of the date this Agreement has been approved by the Board of Directors of
the
Company (the "Effective Date"). Consultant has been involved in fields of
particular interest to the Company. The Company wishes to retain Consultant
in a
consulting capacity as a member of the Company's Scientific Advisory Board
(the
"SAB"), and Consultant desires to perform such consulting services. Accordingly,
the parties agree as follows:
1. Services.
Consultant will serve as a member of the SAB, attend SAB meetings, and advise
the Company's management, employees and agents, at reasonable times, in matters
related to the relevant field of interest, as requested by the Company as set
forth below. The field of interest for consulting hereunder involves
technologies for cardiovascular medicine (the "Field of Interest"). Consultant
shall be required to attend four meetings of the SAB per year. Consultation
may
be sought by the Company over the telephone, in person at Consultant's office,
at the Company's offices or another reasonable location or through written
correspondence, and will involve engaging in, providing Consultant’s expertise
as applied to, as well as reviewing activities and developments in the Field
of
Interest.
2. Compensation.
In
consideration for Consultant's services provided under this Agreement,
Consultant will be granted nonstatutory stock options pursuant to the Company's
2005 Stock Option Plan (the “Plan”) exercisable to purchase 25,000 shares of the
Company’s Common Stock, par value $.001 per share, at an exercise price of $1.50
per share. The options will vest annually in four equal increments, with the
first increment vesting on the one year anniversary of the Effective Date.
In
the event that this Agreement is terminated, any unvested options shall be
terminated and cancelled and any vested options shall be exercisable in
accordance with and subject to the terms of the Plan. For meetings with the
Company’s representative(s) in excess of the four required meetings per year,
the Company shall pay Consultant a mutually agreed upon per diem rate.
Reasonable expenses of Consultant incurred at the request of the Company
(including travel expenses incurred in connection with Company related business)
will be reimbursed promptly by the Company, subject to customary
verification.
3. Term.
The
term of this Agreement will begin on the Effective Date of this Agreement and
will end on the first anniversary
of the Effective Date or upon earlier termination as provided below (the
"Term"). This Agreement may be terminated at an earlier time before the first
anniversary hereof by either party with at least 30 days written notice. The
Term will be automatically renewed for successive one-year periods, unless
either party provides written notice at least thirty (30) days before the
end of the Term that such party does not wish to renew this Agreement. Upon
a
termination of this Agreement, the provisions of Sections 5, 6, 7, 9 and 10
shall survive.
4. Certain
Other Contracts.
4.1 Consultant
has disclosed on Exhibit
A
hereto
any agreements with obligations to any third-party to which the Consultant
is
bound, either directly or indirectly, that may prevent, prohibit, interfere
or
conflict with Consultant performing all of his/her obligations hereunder. During
the Term, Consultant will not enter into any agreement that would prevent,
prohibit, interfere or conflict with Consultant performing services hereunder,
without the prior written consent of the Company’s President.
5. Confidentiality.
5.1 Consultant
acknowledges that, during the course of performing his services hereunder,
the
Company will disclose information to Consultant, and Consultant will be
developing information related to the Field of Interest, inventions, projects,
products, potential customers, personnel, business plans, and finances, as
well
as other commercially valuable information whether or not related to the Field
of Interest (collectively "Confidential Information"). Consultant acknowledges
that the Company's business is extremely competitive, dependent in part upon
the
maintenance of secrecy, and that any disclosure of the Confidential Information
would result in serious irreparable harm to the Company.
5.2 Consultant
agrees: (i) that the Confidential Information will be used by Consultant only
in
connection with consulting activities hereunder, and will not be used in any
way
that is detrimental to the Company; and (ii) not to disclose, directly or
indirectly, the Confidential Information to any third person or entity, other
than representatives or agents of the Company, and to treat all such information
as confidential and proprietary property of the Company.
5.3 The
term
"Confidential Information" does not include information that: (i) is or
becomes generally available to the public other than by disclosure in violation
of this Agreement; (ii) was within the relevant party's possession before
being furnished to such a party; (iii) becomes available to the relevant
party on a nonconfidential basis through no wrongful act of Consultant, or
(iv) was independently developed by the relevant party without reference to
the information provided by the Consultant.
5.4 Consultant
may disclose any Confidential Information that is required to be disclosed
by
law, government regulation or court order. If such disclosure is required,
Consultant will give the Company advance notice and cooperate with the Company
so that the Company may seek a protective order or take other action reasonable
in light of the circumstances.
5.5 Intellectual
Property Rights.
(a) The
parties intend that the Company shall be the sole and exclusive owner of all
right, title and interest in and to the any information related to the Field
of
Interest, inventions, projects, products, potential customers, personnel,
business plans, and finances, as well as other commercially valuable information
learned or developed hereunder (the “Company Property”), including, without
limitation, any copyrights, patents, trade secrets and other intellectual or
industrial property rights (collectively “Intellectual Property Rights”) and
Consultant specifically disclaims any Intellectual Property Rights in or to
the
Company Property. If Consultant obtains any ownership or other interest in
the
Intellectual Property Rights in the Company Property, Consultant hereby assigns
and agrees to assign to Company ownership, right, title and interest in all
Intellectual Property Rights in and to the Company Property and all works of
authorship, inventions, processes, trade secrets, and all other creations
conceived or developed, in whole or in part, in developing the Company Property,
as well as all derivative works thereof made by the Company.
(b)
Consultant agrees to cooperate with the Company or its designee(s), both during
and after the Term, in the procurement and maintenance of the Company’s
Intellectual Property Rights in the Company Property and to execute, when
requested, any other documents deemed necessary by the Company to carry out
the
purpose of this Agreement. The Company will provide Consultant with written
notice of the Company’s request that Consultant execute a document required to
apply for, prosecute or maintain any Intellectual Property Right with respect
to
the Company Property. In the event that within thirty (30) days of such written
notice the Company is unable for any reason to secure Consultant’s signature to
any document required to apply for, prosecute or maintain any Intellectual
Property Rights with respect to the Company Property, Consultant hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents as its agents and attorneys in fact to act for and on its behalf
and,
instead of Consultant, to execute and file any such document required to apply
for, prosecute or maintain any Intellectual Property Right with respect to
the
Company Property and to do all other lawfully permitted acts to further the
application, prosecution and maintenance of such Intellectual Property Rights,
with the same legal force and effect as if executed by Consultant. This limited
power of attorney shall be deemed a power coupled with an interest and is
therefore irrevocable.
6. No
Conflict: Valid and Binding.
Consultant represents that neither the execution of this Agreement nor the
performance of Consultant's obligations under this Agreement (as modified to
the
extent required by Section 4) will result in a violation or breach of any
other agreement by which Consultant is bound, directly or indirectly. The
Company represents that this Agreement has been duly authorized and executed
and
is a valid and legally binding obligation of the Company.
7. Notices.
Any
notice provided under this Agreement shall be in writing and shall be deemed
to
have been effectively given: (i) upon receipt when delivered personally or
via e-mail; (ii) one day after sending when sent by overnight courier
service (such as Federal Express); or (iii) five days after sending when
sent by regular mail to the addresses set forth on the signature page to this
Agreement, or to other such address as may have been designated by the Company
or Consultant by notice to the other given as provided herein.
8. Independent
Contractor: Withholding.
Consultant will at all times be an independent contractor, and as such will
not
have
authority to bind the Company. Consultant will not act as an agent for the
Company nor will Consultant be deemed to be a Company employee for the purposes
of any employee benefit program, unemployment benefits, or otherwise. Consultant
recognizes that no amount will be withheld from his compensation for payment
of
any federal, state, or local taxes, if any, and that it is Consultant's sole
responsibility to file any and all such returns as shall be required by
applicable laws and regulations. Consultant shall not enter into any agreements
nor incur any obligations on behalf of the Company.
9. Assignment;
Severability.
Due to
the personal nature of the services to be rendered by Consultant, Consultant
may
not assign this Agreement. The Company may assign all rights and liabilities
under this Agreement to a subsidiary, an affiliate, or to a successor to all
or
a substantial part of its business and assets without the consent of Consultant.
Subject to the foregoing, this Agreement will inure to the benefit of and be
binding upon each of the heirs, assigns and successors of the respective
parties. If any provision of this Agreement shall be declared invalid, illegal
or unenforceable, such provision shall be severed and the remaining provisions
shall continue in full force and effect.
10. Governing
Law; Entire Agreement; Amendment.
This
Agreement shall be governed by the laws of the State of New York applicable
to
an agreement made and to be performed wholly within the said state. This
Agreement represents the entire understanding of the parties, supersedes all
prior agreements between the parties, whether oral or in writing, and may only
be amended in writing.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
| MODIGENE INC. | CONSULTANT | ||
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Address:
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