Back to top

CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: IMMUNOCELLULAR THERAPEUTICS, LTD. | Molecular Discoveries, LLC You are currently viewing:
This Consulting Services Agreement involves

IMMUNOCELLULAR THERAPEUTICS, LTD. | Molecular Discoveries, LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: CONSULTING AGREEMENT
Governing Law: California     Date: 3/30/2009

CONSULTING AGREEMENT, Parties: immunocellular therapeutics  ltd. , molecular discoveries  llc
50 of the Top 250 law firms use our Products every day

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):

 

 

  

Cash Bonus

  

Number of Option
Shares Vested

Successful completion of antibody humanization at Antitope

  

$

2,000

  

5,000

Partnering of at least one of the antibodies to a large pharma or biotech

  

$

10,000

  

23,000

Completion of antigen analysis and characterizing of VAC69 antibody

  

$

3,000

  

5,000

Successful completion of screening cancer stem cells using DIAAD

  

$

5,000

  

5,000

Glycoform analysis on ICT-109 and ICT-37 antigens and IP filing to cover antigen

  

$

4,000

  

5,000

Completion of Phase I analysis


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more