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EXHIBIT 10.21
CONSULTING
AGREEMENT
This Consulting Agreement,
dated as of February 14, 2008 (the “ Agreement
”) is entered into by and between ImmunoCellular
Therapeutics, Ltd., a Delaware corporation (the “
Company ”), and Dr. Cohava Gelber (“
Consultant ”) with reference to the following
facts:
A. Consultant is the inventor
of certain intellectual property covering what is referred to as
the DIAAD technology, monoclonal antibodies for the detection and
treatment of ovarian cancer and small cell lung cancer, and such
other items as are described in the patents and patent applications
listed in the attached schedule entitled Molecular Discoveries, LLC
Patent Portfolio to be acquired by ICT (the “ Acquired
Technology ”) and has significant expertise in the field
of the Acquired Technology.
B. Consultant is a 10%
shareholder of and consultant to Molecular Discoveries LLC (“
MDC ”).
C. The Company and MDC have
entered into an Agreement, dated as of February 14, 2008 (the
“ Acquisition Agreement ”), pursuant to which
the Company will acquire ownership of the Acquired Technology at a
closing of the transactions contemplated by the Acquisition
Agreement (the “ Closing ”).
D. The Acquisition Agreement
provides as a condition to the Company’s obligation to
complete the transactions contemplated by the Acquisition Agreement
that Consultant enter into a consulting agreement with the
Company.
NOW, THEREFORE, the parties
agree as follows:
1. Services . In
consideration for the Company agreeing to enter into and perform
the Acquisition Agreement and the additional compensation described
in Section 3 hereof, Consultant agrees to serve on a part-time
basis as a consultant to the Company during the term of this
Agreement. Consultant shall advise the Company upon request by the
Company on scientific and other related matters pertaining to the
Acquired Technology. The Company and Consultant contemplate that
most of her services will be performed from her home office outside
of the Los Angeles, California area. However, Consultant will use
reasonable efforts to be available for meetings in Los Angeles,
California or other locations as may be requested from time to time
by the Company, provided that such meetings do not interfere with
Consultant’s ability to properly perform her current
full-time job with American Type Culture Corporation
(“ATCC”). The Company will reimburse Consultant for all
travel expenses to attend meetings at the request of the
Company.
2. Term . The term of
this Agreement shall commence on the date of the Closing and
continue for a ten-month period, unless terminated in writing
earlier by the Company or extended in writing by both
parties.
3. Compensation . In
consideration for the services provided by Consultant pursuant to
this Agreement (including without limitation all services provided
by Consultant to the Company prior to the date of this Agreement),
Consultant will receive the following compensation and
reimbursements:
(a) Consultant shall be
granted an option under the Company’s stock option plan to
purchase 75,000 shares of the Company’s common stock at an
exercise price equal to the closing price of the Company’s
common stock on the OTC Bulletin Board on the date of the Closing.
The option shall vest with respect to 5,000 shares each month for
ten months, on the last business day of each month; and shall vest
with respect to 25,000 shares when Consultant attains the milestone
set forth below in paragraph 3(c). The option shall have a term of
five years and such other terms as are set forth in the
Company’s customary stock option agreement.
(b) $100,000 in the following
monthly installments: February 2008 and March 2008 - $30,000 each;
April 2008, May 2008, June 2008 and July 2008 - $10,000
each. The monthly installments shall be paid on the last business
day of each month.
(c) A success payment of
$50,000, subject to the Consultant generating during the term of
this Agreement an interim analysis of pre-clinical data
satisfactory to the Company that demonstrates the feasibility of
the small cell lung cancer product candidate included in the
Acquired Technology (non-humanized) as a medical diagnostic and
predictor of responders for this indication. The data shall be
generated at a contract research organization or an academic
laboratory (or another institution approved by the Company) under a
research contract and protocol that shall be approved and funded by
the Company. No ATCC resources will be used in the generation of
data. Consultant and the Company shall in good faith mutually
decide on the timing for delivery of and the method of the interim
analysis. The foregoing $50,000 milestone payment shall be paid by
the Company promptly following its receipt and approval of the
interim analysis.
(d) Business Expenses
. The Company shall promptly reimburse Consultant in
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