EXHIBIT 10.12
ADVISORY BOARD AGREEMENT
DR. JÖRG GERLACH
(and)
HEPALIFE TECHNOLOGIES, INC.
January 1,
2007
THIS HEPALIFE
TECHNOLOGIES, INC., ADVISORY BOARD AGREEMENT (“
Agreement ”) is made effective as of January 1,
2007 (“ Effective Date ”), by and between
HepaLife Technologies, 60 State Street, Suite 700, Boston, MA
02109 (“HepaLife”) and Dr. Jörg Gerlach,
McGowan Institute for Regenerative Medicine, 3025 East Carson
Street, Suite 238, Pittsburgh, PA 15203, an individual acting as
an independent contractor to HepaLife (“ Advisor
”).
1.
Background . HepaLife desires to
retain the services of Advisor to provide general advice on current
standard practices and trends in Advisor’s area of
Expertise.
2.
Description of Services .
HepaLife hereby retains Advisor as a member of the Advisory
Board of, and a Consultant to, HepaLife, and Advisor hereby agrees
to act as a member of HepaLife’s Advisory Board and attend
meetings either telephonically, online, or in person.
The Advisor will participate in discussions
regarding outcomes of clinical trials, current regulatory
guidelines related to Bioartifical Liver devices and review of
Liver Device technologies already commercialized.
Advisor’s relationship with the HepaLife
shall be that of an independent contractor and not that of an
employee.
Accordingly, Advisor will not be eligible for any
employee benefits, nor will HepaLife make deductions from payments
made to Advisor for taxes, which shall be solely Advisor’s
responsibility. Advisor shall have no authority to enter into
contracts which bind the HepaLife or create obligations on the part
of HepaLife.
Unless otherwise agreed to and approved by the
HepaLife, Advisor will not publicly disclose information relating
to HepaLife’s affairs and at no time, shall express public
opinion with respect thereto unless where public disclosure is
required in order to comply with applicable law.
From time to time and as may be required, Advisor
may be asked by the HepaLife to participate in media presentations,
scientific seminars, meetings, and other public and/or private
discourse.
Advisor acknowledges and understands that
Consultants may be publicly disclosed and highlighted in
HepaLife’s filings and submissions to the U.S. Securities and
Exchange Commission (SEC), financial statements, printed and
electronic literature, and where appropriate, by way of press
release and newswire presentations. HepaLife acknowledges that
Advisor may similarly publicly disclose his role.
3.
Term and Expiration . This Agreement
shall become effective as of the Effective Date and shall remain in
effect for one (1) year. Either Advisor or HepaLife may terminate
this Agreement at any time by giving the other party written notice
of termination, and such termination shall not affect the
Advisor’s continuing obligations to HepaLife under
Section 5.
4.
Consideration . As full consideration
for the Consultant Service provided hereunder, HepaLife agrees to
pay Advisor $150.00
