PROSIDION LIMITED SCIENTIFIC ADVISORY BOARD AND CONSULTING AGREEMENT

Exhibit 10.57

PROSIDION LIMITED

SCIENTIFIC ADVISORY BOARD AND CONSULTING AGREEMENT

     This Scientific Advisory Board and Consulting Agreement (this “ Agreement ”) is made and entered into as of December 16, 2008, and effective as of January 1, 2009 (the “ Effective Date ”), by and between Prosidion Limited, a company registered in England and Wales under registered number 4600121 with its registered office at Watlington Road, Oxford, UK OX4 6LT (the “ Company ”) and Dr. Daryl Granner, Professor, an individual with an address of 707 Light Hall, Vanderbilt University Medical Centre, Nashville, Tennessee 37232, USA (“ Consultant ”).

Recitals

     The Company desires to retain distinguished physicians as members of the Company’s Scientific Advisory Board (the “ Board ”) to advise the Company with respect to new and existing compounds and products in research and development in the field of diabetes, metabolic diseases and obesity. The Company and Consultant desire to enter into this Agreement in order to set forth the basis on which Consultant will serve as a member of the Board and provide consulting services to the Company in relation thereto.

Agreement

     In consideration of the mutual covenants set forth below, the parties hereby agree as follows:

          (a) Consultant shall serve as chairman of the Board and will provide ongoing advice to the Company with respect to research, development and marketing of diabetes, metabolic diseases and obesity products. Such services shall be performed as requested by the Company, at such places and times as shall be mutually agreeable to the Company and Consultant. It is anticipated that the Board will meet in person on four (4) occasions per year. In addition, Consultant shall be available to consult with the Company with respect to diabetes, metabolic diseases and obesity opportunities, over the telephone and in person, as requested by the Company and at mutually agreeable times and locations. Services performed pursuant to this Agreement shall be performed at such times as shall not conflict with Consultant’s obligations to Consultant’s primary employer or other third parties for whom Consultant provides consulting services. Consultant shall have no minimum consulting obligation hereunder.

          (b) Consultant agrees to perform all services for the Company hereunder faithfully, diligently and to the best of Consultant’s skill and ability.

          (c) Consultant represents that Consultant has the authority to enter into this Agreement and that Consultant’s performance of the terms of this Agreement and service as a member of the Board and a consultant to the Company do not and will not breach any obligation or agreement of Consultant to Consultant’s primary employer or any other third party.

          (d) Consultant understands and acknowledges that the payments Consultant will receive pursuant to Section 2 below are intended solely to compensate Consultant for the services Consultant will provide hereunder. Such payments shall in no way influence Consultant’s professional judgment in performing services hereunder or otherwise.

          (a) In consideration of Consultant’s services hereunder, the Company shall pay to Consultant a fee at the rate of seventy-five thousand U.S. dollars ($75,000) per annum pro rated for the term of the Agreement (i.e., six thousand two hundred fifty U.S. dollars (US $6,250) per calendar month) on the understanding that it is anticipated that the Company shall hold approximately four (4) Board meetings per annum and that ad hoc Board meetings may from time to time be convened. Fees shall be payable to Consultant on a monthly basis in arrears.

          (b) The Company will reimburse Consultant for travel and other out-of-pocket expenses reasonably and properly incurred by Consultant in the course of performing services under this Agreement; provided, however, that Consultant provides the Company with appropriate receipts and other relevant documentation for all such costs as part of any request by Consultant for reimbursement. Notwithstanding the foregoing, Consultant shall obtain the prior written consent of the Company for any expenses that will exceed, in the aggregate, more than $2,500.

          It is understood and agreed that Consultant is an independent contractor and not an employee of the Company. Consultant has no authority to obligate the Company by contract or otherwise and shall in no way represent Consultant to be an employee or officer of the Company. Consultant will not be eligible for any employee benefits, nor will the Company make deductions from Consultant’s fees for any taxes, national insurances or VAT payments. Taxes, national insurance and VAT payments shall be the sole responsibility of Consultant.

          (a) The Company acknowledges that Consultant has other employment and consulting obligations, and that these obligations may take priority over the obligations Consultant has to the Company by reason of this Agreement.

          (b) The Company’s policy is that persons who serve as principal investigators for clinical trials sponsored by the Company may not hold stock or other equity interests in the Company. Consultant agrees that if in the future Consultant becomes a principal investigator or otherwise plays a significant role in any clinical trial sponsored by the Company, Consultant will comply with this policy.

          (c) In order to avoid conflicts concerning ownership of intellectual property, Consultant will not conduct work for the Company on the premises of Consultant’s employer or with its facilities unless there is a written agreement covering such work between the Company and such institution.

          (a) During the course of Consultant’s services hereunder, the Company may disclose, or Consultant may otherwise have access to, Proprietary Information of the Company. For purposes of this Agreement, “ Proprietary Information ” shall mean information relating to the Company’s research and development programs and results, therapeutic candidates and products, clinical and preclinical data, Inventions (as defined in Section 7), trade secrets, business strategy, patent rights, licenses, product and marketing strategy and materials, market data, personnel, con