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Exhibit 10.1
This AMENDED AND RESTATED AGREEMENT (the “Agreement”)
is made as of the 27 th day of August, 2008 by and between <
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION> and ADVANCE BIOFACTURES CORPORATION AND ITS
AFFILIATES, 35 Wilbur Street, Lynbrook, NY 11563, hereinafter
referred to, collectively, as the “Company.” <
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION>
WHEREAS , the Company desires to engage < OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION> as an independent contractor and not as an
employee to render the services and grant the rights described
below and < OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION> desires to render such services and
grant such rights,
NOW, THEREFORE, it is agreed:
1.
Services
: < OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION> will provide
consulting services to the Company at its request in connection
with the clinical testing and development of a pharmaceutical
product based on Collagenase ABC for the treatment of
Peyronie’s Disease (the “Product”), such
consulting services shall be for no more than five (5) days per
year unless otherwise mutually agreed.
2.
Term
: The consulting services shall be for
a period of twelve (12) months commencing on the date hereof and
continuing thereafter until terminated by either party on not less
than three months’ prior written notice to the other party at
the addresses stated above or at an address chosen subsequent to
the execution of this Agreement and duly communicated to the party
giving notice.
3.
Consultations
: < OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION> shall be
available to render the services described above to the Board of
Directors, the officers and scientific staff and consultants of the
Company provided that the Company shall pay reasonable travel
expenses and < OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION> per day (including time
for travel). All payments to made under this Agreement
shall be made by wire transfer of immediately available funds to an
account designated in writing from time to time by < OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION> .
4.
Compensation
: < OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION> shall receive from
the Company in consideration of the services to be rendered and
rights granted hereunder the following compensation whether or not
the Company has terminated his engagement prior thereto: <
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION>
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Upon the
written request of < OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION> , and not more than one
(1) time per calendar year, the Company shall permit <
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION> or an independent certified public accounting
firm selected by < OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION> to have access upon
reasonable advance notice and during normal business hours to such
records of the Company or BTC as may be reasonably necessary to
verify the accuracy of the quarterly royalty statements provided by
the Company. The accounting firm shall enter into a
customary confidentiality agreement with the Company and BTC to
maintain in confidence all information of the Company and BTC
disclosed in connection with any such audit. Any such
audit shall be at the expense of < OMITTED AND
FIL
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