Exhibit 10.21
AETHLON MEDICAL, INC.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into effective as of
October 27, 2004, by and between AETHLON MEDICAL, INC. ("Aethlon" or "Client")
located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇, and Dr. ▇▇▇ ▇▇▇▇▇▇
(the "Consultant") C/O National Center for Biodefense at ▇▇▇▇▇▇ ▇▇▇▇▇
University, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1. Consulting Relationship. During the terms of this agreement, the
Consultant will act as a science advisor in connection with advancing
the development of Aethlon's Hemopurifier(TM) technology as a potential
countermeasure against pathogens targeted as biological weapons or as a
treatment for naturally occurring pathogens. The Consultant shall
provide Aethlon with guidance and representation in negotiating
partnerships with government agencies interested in funding the
development of the Hemopurifier(TM) technology. The Consultant shall
use reasonable efforts to provide these services in a manner that
provides benefit to Aethlon. If the services provided by the Consultant
under this agreement exceed more than 24 hours per month, the
Consultant shall request and negotiate additional compensation from
Aethlon. The Consultant has already agreed to participate as a member
of Aethlon's Science Advisory Board. In this regard, the Consultant
shall also receive the compensation that is rewarded to each member of
the Aethlon Science Advisory Board. The Consultant further agrees that
this relationship provides no rights or direct interest in Aethlon's
Hemopurifier(TM) technology.
2. Consideration. As consideration for services to be provided by the
Consultant, Aethlon shall compensate the Consultant with a four (4)
year option to purchase up to 80,000 shares of Aethlon Medical common
stock. The option exercise price shall be equal to the closing price of
Aethlon's common stock on the date of this agreement. The Consultant
may also be eligible to receive additional bonus compensation, which
shall be rewarded at the discretion of Aethlon management.
3. Expenses. Consultant shall not be authorized to incur on behalf of
Aethlon any expenses, without the prior written consent of Aethlon
Medical
4. Terms and Termination. The term of this Agreement will commence upon
the execution of this agreement and, shall continue for a period of one
(1) year. Thereafter, the term of this Agreement may be renewed by
mutual agreement of the Parties.
5. Proprietary Information. Proprietary Information obtained by Consultant
from Client, or developed during the performance of services shall be
kept confidential by Consultant unless such information has been
subsequently made public by Client or a third party.
6. Independent Contractor. Consultant's relationship with Aethlon will be
that of independent contractor and not that of an employee. Consultant
will not be eligible for any employee benefits, nor will Aethlon make
deductions from payment made to Consultant for taxes, which will be the
Consultant's responsibility Consultant will have no authority to enter
into contracts that bind Aethlon or create obligations on the part of
Aethlon without the prior written authorization of Aethlon.
7. Miscellaneous.
a. Amendments and Waivers. Any term of this Agreement may be
amended or waived only with the written consent of the
parties.
b. Governing Law; Severabilitv; and Notice. This Agreement shall
be construed in accordance with the laws of the State of
California. Invalidity or non-enforceability of any provision
or part of this Agreement shall not invalidate or render
unenforceable the entire Agreement or its remaining
provisions. All notices shall be in writing and shall be
addressed to the representatives of Client and Consultant
respectively designated below.
The parties have executed this Agreement as of the date first set forth above.
AETHLON MEDICAL, INC.
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Chairman, CEO
CONSULTANT
Dr. ▇▇▇ ▇▇▇▇▇▇