EXHIBIT 10.26
CONSULTING
AGREEMENT
This Consulting Agreement, dated as
of August 1, 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 that has been 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 entered into
an Agreement, dated as of February 14, 2008 (the “
Acquisition Agreement ”), pursuant to which the
Company acquired ownership of the Acquired Technology at a closing
of the transactions contemplated by the Acquisition Agreement (the
“ Closing ”).
D. The Company and Consultant
entered into a Consulting Agreement, dated as of February 14,
2008 (the “ Original Consulting Agreement ”)
pursuant to which Consultant has been providing consulting services
to the Company with respect to the Acquired Technology, with the
term of this agreement scheduled to expire on December 13,
2008.
E. The Company and Consultant desire
to terminate the Original Consulting Agreement effective as of
July 31, 2008 and to have Consultant continue to provide
consulting services to the Company with respect to the Acquired
Technology following the termination of the Original Consulting
Agreement pursuant to the terms of this Agreement.
NOW, THEREFORE, the parties agree as
follows:
1. Services . In
consideration for the termination of the Original Consulting
Agreement and the 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. Termination of Original
Consulting Agreement and Term of Agreement . Consultant and the
Company hereby agree that the Original Consulting Agreement shall
be terminated effective as of July 31, 2008. The term of this
Agreement shall commence on August 1, 2008 and continue for a
twelve-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, Consultant will receive the following compensation
and reimbursements:
(a) Consultant shall be granted an
option under the Company’s stock option plan to purchase
84,000 shares of the Company’s common stock at an exercise
price equal to the higher of the closing price of the
Company’s common stock on the OTC Bulletin Board on the date
of this Agreement or the date upon which this Agreement is approved
by the Company’s Board of Directors (or the last preceding
business day if that date is not a business day). The option shall
vest with respect to 3,000 shares each month during the term, on
the last business day of each month; and shall vest with respect to
the remaining 48,000 shares when Consultant attains the respective
milestones 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 nonqualified stock option
agreement.
(b) $50,000 in twelve equal monthly
installments. The monthly installments shall be paid on the last
business day of each month.
(c) Consultant shall receive the
following additional cash compensation and vesting as to 48,000
shares of the option granted pursuant to paragraph 3(a) upon
the Company confirming that the following milestones have been
achieved during the term of this Agreement or such earlier date as
is specified below (with the Company having no obligation to pursue
or complete any of the actions associated with any of these
milestones):
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Cash Bonus
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Number of Option
Shares Vested
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Successful completion of antibody humanization
at Antitope
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$
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2,000
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5,000
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Partnering of at least one of the antibodies to
a large pharma or biotech
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$
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10,000
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23,000
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Completion of antigen analysis and
characterizing of VAC69 antibody
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$
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3,000
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5,000
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Successful completion of screening cancer stem
cells using DIAAD
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$
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5,000
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5,000
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Glycoform analysis on ICT-109 and ICT-37
antigens and IP filing to cover antigen
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$
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4,000
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5,000
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Completion of Phase I analysis
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