EXHIBIT 10.7
CONSULTING
AGREEMENT
CONSULTING
AGREEMENT effective as of the later of the
12 th day of February, 2009 or the
date (the “Effective Date”) on which the Company
(defined below) initially consummates a finance transaction with
10X Fund L.P., a Delaware limited partnership, by and between
Pro-Pharmaceuticals, Inc., a Nevada corporation the
(“Company”), and Medi-Pharmaceuticals, Inc., a Nevada
corporation (the “Consultant”). The Consultant confirms
that it currently employs David Platt, Ph.D. (“Platt”)
and Eliezer Zomer, Ph.D. (“Zomer”), each a resident of
Newton, Massachusetts and formerly employed by the
Company.
WHEREAS, the Company requires
certain consulting services in relation to laboratory procedures
and techniques; and
WHEREAS, the Consultant is capable
of, and is willing to, provide such consulting services to the
Company.
NOW THEREFORE, in consideration of
the mutual promises hereinafter set forth, the parties hereto agree
as follows:
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1.
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Engagement
. During the Term
(as defined below), the Consultant hereby agrees to provide the
Company the following consulting services: (a) the performance
by the Consultant of certain manufacturing and development services
related to DAVANAT ® , a technology owned by the
Company (the “Technology”); (b) training by the
Consultant to the Company’s technicians in best practices for
certain laboratory processes and procedures, including, but not
limited to, manufacture in accordance with Good Manufacturing
Practices (GMP) and administration of the Technology, at the
reasonable request of the Company; and (c) upon request,
advice and review relative to current pre-clinical trials and
clinical trials, and submissions of information or other
documentation, whether in the form of an investigative new drug
(IND) application, new drug application (NDA), drug master file
(DMF) or otherwise related based on such trials to the Food and
Drug Administration related to the Technology (the
“Engagement”).
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(a)
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To
the extent that services related to the Engagement are provided by
Platt, the Consultant shall receive no compensation.
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(b)
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To
the extent that services related to the Engagement are provided by
Zomer, the Company shall pay Consultant (i) $9176 per month
(one-half of Zomer’s compensation at the Company prior to the
Effective Date), the first payment of which shall be not later than
thirty (30) days after the Effective Date; (ii) the
employer’s portion of employment-related taxes related to the
compensation paid pursuant to the preceding clause (such amount to
be included monthly with such compensation); and (iii) $2,000
per month as reimbursement for medical insurance incurred by
Consultant on behalf of Zomer; provided, however, that the
Company’s obligation for the matters in clauses (ii) and
(iii) shall terminate if and when the Consultant has received
at least $1,000,000 of funding.
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Within ten business days after
submission by the Company to the Food and Drug Agency of the
results of the pharmacokinetic study data relative to human
clinical trials of the Technology which are ongoing as of the
Effective Date, the Company shall grant Zomer fully vested
cashless-exercise stock options exercisable to purchase such number
of shares, as the Company may reasonably determine following
consultation with Zomer, of the common stock of the Company
(“Common Stock”) for ten (10) years at an exercise
price not less than the fair market value of the Common Stock
determined as of the date of the grant (“Cashless Stock
Options”).
Within ten business days after
approval of an NDA by the FDA based on the Technology, the Company
shall grant Zomer such number of Cashless Stock Options as the
Company may reasonably determine following consultation with
Zomer.
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3.
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Technology
Access .
Zomer and Platt shall have access to the Company’s records
and property, at the sole expense of the Company, exclusively for
purposes of the provision of the services related to the Engagement
and not for any other use (collectively, the “Accessed
Information”), as follows: (i) all patents issued or
pending related to the Technology; (ii) all Know-How (defined
below) of the Company, (iii) all clinical trial data and other
applicable dossiers rel
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