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EXHIBIT
10.29
Date:
, 2007
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Re:
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MiMedX
Physician Advisory Board Consulting Agreement
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Dear Dr.
:
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 within the field of the clinical
development of Orthopedic devices and implants
(“Field”) and with respect to the Company’s other
research, development, and business activities. The Field of this
agreement may be broadened by mutual consent. The Company
understands that you are currently an employee of
and that services to such employer may take precedence over your
consulting services to the Company as set out in Section 3
below.
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1. |
Your
consulting service shall include 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.
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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) |
$
per day of meetings for in person meetings involving out of town
travel by you.
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b) |
$200 per
conference call with Company management and its designees and/or
PAB members
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c) |
Option,
which shall be vested one-third immediately upon grant, one-third
on the first anniversary and one-third on the second anniversary of
such grant, provided you are still an active member of the PAB upon
each such anniversary, to purchase 30,000 shares of common stock of
the Company at an exercise price not less than the current fair
market value of the stock as determined by the Company’s
Board of Directors. 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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Dr.
, 2007
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3. |
The
Company acknowledges that you are an employee of
and are subject to
’s policies, including policies concerning
consulting, conflicts of interest, and intellectual property, and
that your obligations under
’s policies take priority over 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 one (1) year from the
date of full execution of this Agreement unless terminated by
either party 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 date hereof, 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 party, firm
or company in the Field or whose business would be directly
competitive with the business of the Company 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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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, new products, financial information,
budgets, projections, licenses, prices, costs, customer and
supplier lists, inventions and discoveries that result from work
performed by you for the Company under this Agreement 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 in
every proper way to obtain and from time to time to enforce its
rights in such Field IP, at the Company’
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