This Consulting Services Agreement involves
Title: CONSULTING AGREEMENT FOR MEDICAL/SCIENTIFIC ADVISORY BOARD MEMBER
Governing Law: California Date: 5/12/2006
MEDICAL/SCIENTIFIC ADVISORY BOARD MEMBER
This Consulting Agreement (the “Agreement”), is entered into as of April ___, 2006, by and between Artes Medical USA, Inc., a Delaware corporation qualified to do business in California located at 5870 Pacific Center Boulevard, San Diego, CA 92121 (“Company”) and , M.D. (“Contractor”) with respect to the following facts:
A. Company is a specialty pharmaceutical and medical device company focused on the development of new and innovative products for the private-pay personal aesthetics market.
B. Contractor is an individual who has medical or scientific expertise with respect in the area of dermatology, plastic or cosmetic surgery and is willing to provide consulting services to Company as a member of Company’s Medical/Scientific Advisory Board (“Advisory Board”) as described below. Company desires to engage Contractor to assist with development and support of the Company’s products and activities as a member of the Advisory Board and to provide consulting services as set forth below.
C. The parties understand and agree that the consulting services to be rendered hereunder shall neither constitute the practice of medicine nor consist of the professional treatment of patients by Company, its employees or agents or by Contractor or any designee of Contractor.
NOW, THEREFORE, the parties agree as follows:
1. Engagement . Company hereby appoints Contractor as a consultant, and as a member of the Company’s Advisory Board and Contractor hereby accepts such appointment upon the terms and conditions set forth herein.
2. Duties of Advisory Board Member . Contractor is engaged as a consultant for the purpose of assisting Company in developing the products and activities of the Company as a member of the Advisory Board as set forth herein. In addition to the specific duties set forth on Exhibit A, attached hereto and incorporated herein by reference, Contractor shall also perform such other administrative duties as may be mutually agreed upon by the parties. For purposes of this Agreement, Contractor’s consulting services to be rendered hereunder do not constitute the practice of medicine by Contractor or any designee of Contractor, the giving of medical advice or professional treatment of any individuals affiliated directly or indirectly with the Company.
3. Consideration . In consideration for Contractor’s activities as an Advisory Board member, upon proper approval by the Board of Directors, the Company shall grant to Contractor warrants to purchase 25,000 shares of common stock with terms and conditions as set forth in the form of Warrant to Purchase Common Stock Agreement, attached hereto as Exhibit B and incorporated herein by this reference. The Board at its sole discretion may grant additional warrants or stock options for exceptional performance upon annual or periodic reviews.
4. Term . The term of this Agreement shall commence as of the date set forth above and shall continue for a four (4) year period (“Initial Term”) which shall be automatically renewable for additional one (1) year terms, unless either party gives written notice to the other party of its intention not to renew the Agreement at least sixty (60) days prior to the expiration date of the then existing term.