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EXHIBIT
10.27
Dr. Thomas
Graham
March 8, 2007
Dr. Thomas Graham
705 West Timonium Road
Lutherville, MD 21903
Re: MiMedX
Physician Advisory Board Consulting Agreement
Dear Dr. Graham:
MiMedx, Inc.
(“MiMedX” or “the Company”) hereby confirms
its mutual agreement with you to serve as a consultant to the
Company by serving as a member of the Company’s Physician
Advisory Board (“PAB”) upon the terms and conditions
set forth in this letter agreement (this “Agreement”)
strictly within the field of the clinical development of the
Company’s proprietary soft tissue bioprosthesis product
(“NDGA”) during the term of this Agreement
(“Field”); the Field of this agreement may be broadened
by mutual consent. The Company understands that you are currently
an employee of the Curtis National Hand Institute (the
“Curtis Institute”) and that services to such employer
(and contractual obligations in connection therewith) may take
precedence over your consulting services to the Company for your
obligations hereunder, as set out in Section 3
below.
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1. |
Your
consulting service shall consist of advising and informing the
Company of activities and developments within the Field and
providing the Company with the benefit of your knowledge,
experience, skill and judgment in the Field and with respect to the
Company’s other research, development, and business
activities within the Field.
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2. |
Upon
request by the Company from time to time, and at times mutually
agreed upon by you and the Company, you agree to participate in
meetings with officials of the Company and in meetings with all or
some of the PAB members at the request of the Company, in person
and by telephonic conference calls, for the following compensation
as full consideration for all your consulting services and other
obligations under this Consulting Agreement:
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(a) |
$75,000
salary per year to be paid quarterly.
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(b) |
Options,
which shall be vested one-third immediately upon grant, one-third
on the first anniversary of such grant and one-third on the second
anniversary of such grant, (provided as to any such anniversary
vesting, you have not voluntarily terminated this Agreement prior
to such anniversary), to purchase 50,000 shares of common stock of
the Company
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Dr. Thomas Graham
March 8,2007
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at an
exercise price not less than the current fair market value of the
shares of common stock of the Company as determined by the
Company’s Board of Directors, which option grant shall be
made promptly following your execution of this Agreement, but not
later than
days after the date hereof. Such option shall be subject to all the
terms of the Company’s stock option Plan and the
Company’s standard Option Agreement between you and the
Company. Additional options, in the Company’s discretion, may
also be granted to you, from time to time.
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3. |
The
Company acknowledges that you are an employee of the Curtis
National Hand Institute and are subject to the Curtis
Institute’s policies, including policies concerning
consulting, conflicts of interest, and intellectual property, and
that your obligations under the Curtis Institute’s policies
take priority over (and will not constitute any breach of) any
obligations you may have to the Company by reason of this
Consulting Agreement.
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4. |
The period
of this Consulting Agreement shall be three (3) years from the
date of full execution of this Agreement (“Initial
Term”) unless terminated by either party at his or its
discretion upon fifteen (15) days’ advance written
notice to the other party, in which event compensation for services
and travel expense incurred in accordance with this Agreement prior
to such termination will be paid by the Company. If not earlier
terminated, this Agreement will be renewed automatically one
(1) year from the end of the Initial Term, and from year to
year thereafter.
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5. |
In
addition to the compensation for your consulting services provided
in paragraph 2, the Company will reimburse you for necessary and
reasonable out-of-pocket travel and living expenses incurred by you
at the Company’s request, within thirty (30) days of
submission of a statement to the Company documenting the expenses
incurred, provided that the Company’s prior approval shall be
required with respect to such individual expenses in excess of one
thousand dollars ($1,000.00).
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6. |
You
represent and warrant to the Company that you do not have any
agreement to provide consulting services to any other company in
the Field and will not enter into any such agreement during the
term of this Agreement without the Company’s prior written
consent.
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(a) |
You agree
that all processes, formulas, data, programs, algorithms, know-how,
trade secrets, improvements, discoveries, developments, designs,
inventions (patentable or not), chemical compounds, mixtures,
techniques, software, source code, object code, marketing plans,
strategies, forecasts, financial information, budgets, projections,
licenses, prices, costs, customer and supplier lists, inventions
and discoveries that result directly
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Dr. Thomas Graham
March 8,2007
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from work
performed by you for the Company under this Agreement in connection
with the Field, and all intellectual property rights related
thereto, whether or not patentable or registrable under copyright
or similar statutes or subject to analogous protection (all of the
foregoing, collectively, “Field IP”), shall be the sole
and exclusive property of the Company or its nominees, you will
notify the Company thereof promptly and in writing, and you will
and hereby do assign to the Company all rights in and to such Field
IP upon the creation of any such Field IP. The Company and its
nominees shall have the right to use and/or to apply for statutory
or common law protections for such Field IP in any and all
countries. You further agree (i) to assist the Company with
its reasonable requests to obtain and from time to time to enforce
its
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