EXHIBIT 10.10
ADVISORY BOARD CONSULTING AGREEMENT
(Between)
PROF. DR. MED. MICHAEL OTT
(And)
HEPALIFE TECHNOLOGIES, INC.
July 8, 2004
HEPALIFE TECHNOLOGIES, INC.
ADVISORY BOARD CONSULTING AGREEMENT
THIS HEPALIFE TECHNOLOGIES, INC., ADVISORY BOARD
CONSULTING AGREEMENT (this “ Agreement ”) is
made effective as of July 8, 2004 (the “ Effective
Date ”), by and between HepaLife Technologies, Inc., a
Florida corporation (the “ Company ” or “
HepaLife ”) and Prof. Dr. med. Michael Ott, an
individual acting as an independent contractor to the Company
(“ Consultant ”).
1.
Background . HepaLife desires to
retain the services of Consultant on the Company’s Advisory
Board to provide primarily general advice on current standard
practices and trends in Consultant’s area of expertise and
from time-to-time in a consulting capacity with respect to certain
activities or specific projects as described in this Agreement or
as may be required, and Consultant is willing so to act.
2.
Description of Services . HepaLife
hereby retains Consultant as a member of the Advisory Board of, and
a consultant to, the Company, and Consultant hereby agrees to act
as a member of HepaLife’s Advisory Board and attend meetings
of the Company’s Advisory Board (the “ Advisory
Board Service ”) either telephonically, online, or in
person.
The Consultant will be engaged by HepaLife as a
Consultant for the exchange of strategic and business development
ideas, scientific evaluation, technical opinion, and input specific
to Consultant’s expertise. Consultant’s relationship
with the Company shall be that of an independent contractor and not
that of an employee.
Accordingly, Consultant will not be eligible for
any employee benefits, nor will HepaLife make deductions from
payments made to Consultant for taxes, which shall be solely
Consultant’s responsibility. Consultant shall have no
authority to enter into contracts which bind the Company or create
obligations on the part of HepaLife.
Unless otherwise agreed to and approved by the
Company, Consultant 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,
Consultant may be asked by the Company to participate in media
presentations, scientific seminars, meetings, and other public
and/or private discourse.
Consultant acknowledges and understands that
Advisory Board members are publicly disclosed and highlighted in
the Company’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.
3.
Term and Expiration . This Agreement
shall become effective as of the Effective Date and shall remain in
effect for one (1) year. This Agreement shall renew annually
at the anniversary of the expiration of the Initial Term (12 months
from the Effective Date) unless either party gives written notice
of its intention not to renew the term of this Agreement by
providing thirty (30) days prior notice. Either Consultant or
HepaLife may terminate this
Agreement at any time by giving the other party
thirty (30) days prior written notice of termination, and such
termination shall not affect the Consultant’s continuing
obligations to the Company under Section 5.
4.
Consideration . As full consideration
for the Advisory Board Service and the Consultant Service provided
hereunder, HepaLife agrees to pay Consultant $105.00 per hour to a
maximum of $840.00 per day, payable in US Dollars by way of bank
wire transfer or check. The Company agrees to compensate
Consultant for no less than three (3) hours per month.
The Company further agrees to fully reimburse
Consultant for all pre-approved expenses incurred by Consultant in
order to provide Advisory Board Services, including but not
necessarily limited to travel, communications, accommodation, and
other such necessary expenditures. Under the terms of this
agreement, extraordinary expenses, entertainment and travel time
are non-billable items except where agreed-to by the Company and
Consultant.
5.
Proprietary Information and Assignment of
Inventions .
(a)
Confidentiality of Proprietary
Information . Consultant is not obligated to receive
Proprietary Information (as defined below), however Consultant
understands and agrees that all Proprietary Information shall be
the sole property of HepaLife and its assigns, including all
business and market intelligence, research data, trade secrets,
patents, copyrights and other rights in connection therewith.
Consultant will hold in confidence and not directly or
