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EXHIBIT 10.3
CONSULTANCY AGREEMENT
PARTIES
(1) NEXTGEN BIOSCIENCE INC. , whose
office is located at, 46 Aldgate High Street, EC3N 1AL London, U.K.
(the “Company”)
(2) David Cooper, of 52 Queen Anne
Street, London W1G 8HL (the “Consultant”)
WHEREAS
| (A) |
The Consultant has agreed to act as Director and
Chairman of the Board of the company, for a period of two years. In
addition, the consultant will provide services to the Company in
the area of scientific advice in connection with the business of
the evaluation, acquisition and development of patents in the field
of healthcare drug treatments offered by the Company and its
associated companies (the “Business”).
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| (B) |
The parties have agreed that this agreement
shall govern the terms of the services to be provided by the
Consultant.
|
OPERATIVE PROVISIONS
| 1. |
DURATION OF APPOINTMENT
|
| 1.1 |
The Consultant shall continue to provide the
consultancy service to the Company on the terms of this agreement
for a term from 27 th November 2007 for a fixed term of
two years unless or until terminated under the provisions of Clause
5.1 hereafter. The parties may extend the term of this Agreement
for a further term of twelve months by mutual written
agreement.
|
| 2.1 |
The services of the Consultant shall comprise
being Director and Chairman of the Board and also the giving of
advice to the Company in the area of scientific advice via the
Scientific Advisory Board of the Company (“Advisory
Board” or “SAB”)) in connection with the Business
and such other advisory services as may be agreed between the
parties.
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| 2.2 |
The Consultant shall be accountable to the CEO
and shall in performance of his role hereunder:
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(a) |
Use his best endeavours to advise the Company
via the Advisory Board when required in the areas described in 2.1
above;
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(b) |
Conduct such travelling as shall be reasonably
necessary to advise the Business;
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(c) |
Carry out his duties in good faith and in proper
and efficient manner;
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(d) |
Conduct himself with propriety and not bring the
Company into disrepute;
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(e) |
Not have any authority to bind the Company in
any way and shall not hold himself out either by words or conduct
as being the agent of the Company;
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(f) |
Act as Director and Chairman of the Board of the
Company, attending meetings where possible of such advisory board
when held in London or other cities in Europe; and
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(g) |
Not misrepresent the C
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