Letter agreement

Dear Aaron,

In accordance with our most recent discussions regarding your company’s desire to secure additional capital (the “Funds”), this letter agreement (the “Agreement”) shall serve as our full and complete understanding relative to your engagement of our firm, PacificWave Partners Limited (“PacificWave”), as financial advisors to GENova Biotherapeutics, Inc. (the “Company”).  The Company acknowledges that the Funds may be provided through single or multiple tranche investments consisting of, without limitation, one or more of the following:  conventional debt, convertible debt, secured debt, participating debt, warrants, equity, preferred equity, equity draw-down facilities, lines of credit, letters of credit and/or any other forms of financing (each, an “Investment”).

In consideration of the mutual representations, warranties and covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, PacificWave and the Company hereby agree to the following terms and conditions:

Role of PacificWave Partners Limited and Independent Contractor Status

1.   The Company hereby engages PacificWave as its exclusive financial advisors to facilitate introductions to one or more persons, partnerships, corporations or other entities or groups, satisfactory to the Company, who would be interested in entering into a Transaction with the Company, as well as such other consultants and/or professionals as may be necessary or appropriate in effecting a Transaction.  A “Transaction” shall mean the payment of Funds to the Company by way of any Investment or Investments.  The Company shall have the absolute right to refuse to consummate a Transaction for any reason or no reason.  The Company acknowledges and agrees that PacificWave and its officers, directors, employees, agents and representatives are not acting as an agent or broker of the Company or otherwise acting in a fiduciary capacity on behalf of the Company and are acting solely as an independent contractor.  PacificWave and its officers, directors, employees, agents, and representatives shall not be empowered to act for or bind the Company to any contractual arrangement with any third parties.  The Company acknowledges and agrees that PacificWave will introduce potential investors to the Company, but will not solicit any Transaction, participate in the negotiation or execution of any Transaction or advise on the merits of any Transaction.

Term of Engagement

2.   The term of this Agreement shall be for a period of sixty (60) days (the “Term”) commencing from the date that PacificWave receives a copy of this Agreement executed by the Company.  PacificWave shall be the exclusive financial advisors to the Company during the Term.  Thereafter, this Agreement shall renew automatically for successive terms of sixty (60) days (each, a “Renewal Term”) unless either party shall give twenty (20) days’ written notice of termination to the other party before the commencement of any Renewal Term.  Any termination of this Agreement pursuant to this paragraph 2 shall be without liability of any character (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party thereto, except that the Company shall remain obligated to pay all fees and expenses provided to be paid by it specified in paragraphs 3, 4, 5 and 6 of this Agreement.

Introductions

3.   Prior to the introduction of the Company to any particular investor or investors, PacificWave will provide the investor’s name or investors’ names (each, a “Named Investor”) to the Company for approval by the Company.  The Company agrees to accept every potential Named Investor except where the Company has already been introduced to a Named Investor or where the Company in good faith believes that the Company’s reputation may be harmed by entering into a Transaction with the Named Investor.  If the Company does not provide its approval or rejection of a Named Investor within 24 hours of the disclosure of the identity of that Named Investor, then such inaction shall be deemed an approval of that Named Investor by the Company.

PacificWave Compensation

5.   In consideration of PacificWave agreeing to enter into this Agreement, the Company further agrees to pay PacificWave a non-refundable cash engagement fee of $10,000 (the “Engagement Fee”) to be paid at the time of execution of this Agreement by the Company.  The Engagement Fee shall be credited against the Cash Fee.  The Company agrees to wire to PacificWave the Engagement Fee within twenty-four (24) hours of the execution by the Company of this Agreement.

Additional or Future Transaction(s) by Investor(s)

6.   In the event any Named Investor successfully completes a Transaction subject to the terms of this Agreement, and the same Named Investor completes another Transaction or is a participant in another Transaction with the Company within one (1) year from the termination of this Agreement, the Company shall pay PacificWave a ten percent (10%) cash fee on any and all Funds received by the Company or on the portion of Funds contributed by such Named Investor if part of a group or syndicate of investors.

Company Representations and Warranties

7.   In order to induce PacificWave to enter into this Agreement, the Company hereby represents and warrants to and agrees with PacificWave as follows: