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Consulting Agreement

Consulting Services Agreement

Consulting Agreement | Document Parties: ALYNX, CO. You are currently viewing:
This Consulting Services Agreement involves

ALYNX, CO.

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Title: Consulting Agreement
Governing Law: Florida     Date: 2/8/2008

Consulting Agreement, Parties: alynx  co.
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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.

 

  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.

 

  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:

 

  (a)

$75,000 salary per year to be paid quarterly.

 

  (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

 


Dr. Thomas Graham

March 8,2007

 

 

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.

 

  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.

 

  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.

 

  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).

 

  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.

 

  7.

    

 

  (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

 


Dr. Thomas Graham

March 8,2007

 

 

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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