AGREEMENT

EXHIBIT 10.2

AGREEMENT

This Agreement (“Agreement”) is made and entered into as of this 17th day of November 2006 by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (“the Company”), and Dr. John Yu (“Dr. Yu”).

A. Cedars-Sinai Medical Center (“CSMC”) is the sole owner of certain provisional patents and other proprietary intellectual property, relating to the work of Dr. Yu with cellular therapies or diagnostics utilizing cellular therapies, including dendritic cell based vaccines for brain tumors and other cancers (the “Field of Use”). The Field of Use is further described and specifically limited to the intellectual property listed in Exhibit A hereto (the “Immunocellular Technology”).

B. Dr. Yu and others are inventors of the Immunocellular Technology, and Dr. Yu has significant expertise and experience in the field of the Immunocellular Technology.

C. The Company has entered into an agreement with CSMC (the “License Agreement”) to license the Immunocellular Technology from CSMC for the purpose of developing and commercializing products based on the Immunocellular Technology in the Field of Use.

D. The Company wishes to have Dr. Yu serve as a director of the Company and its Chief Scientific Officer, and Dr. Yu is willing to serve in those capacities on the terms and conditions described herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Company and Dr. Yu hereby agree as follows:

1. Effective Date. The grant of the option to purchase shares of the Company’s common stock to Dr. Yu described in Section 2 and the commencement of the term of Dr. Yu’s services to the Company described in Section 3 shall occur on the date on which the license granted under the License Agreement becomes effective (the “Effective Date”).

2. Grant of Option. On or prior to the Effective Date, Dr. Yu and the Company shall enter into the Securities Agreement and Registration Rights Agreement (collectively, the “Securities Agreements”) in the forms attached hereto as Exhibit B. On the Effective Date, the Company shall grant to Dr. Yu an option (the “Yu Option”) to purchase the number of shares of the Company’s common stock set forth in the Securities Agreements on the terms and conditions set forth in the Securities Agreements. The consideration for the purchase price for the Yu Option shall consist of (a) with respect to 150,000 shares covered by the Yu Option, Dr. Yu’s assignment of his royalty interest in the Immunocellular Technology to CSMC to facilitate CSMC’s license of that technology to the Company under the License Agreement, and (b) with respect to the balance of the shares covered by the Yu Option, Dr. Yu’s agreement to provide services under Section 3 hereof.

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3. Services. Dr. Yu agrees to provide to the Company services in the capacity of the Company’s Chief Scientific Officer (the “Services”). Dr. Yu will report directly to and be responsible to the Company’s Chairman of the Board. Dr. Yu will perform the Services primarily at the Company’s office (which shall be within a ten-mile radius from CSMC), and, if required in particular circumstances, from time to time at such other locations as the Company’s Chairman of the Board may reasonably request. The Services will be those customarily performed by a Chief Scientific Officer for a company such as the Company; provided, however that Dr. Yu shall provide the Services on a part-time basis. The Company acknowledges that Dr. Yu is a full-time employee of CSMC and that Dr. Yu has pre-existing obligations to CSMC and will continue to be subject to the policies and procedures of CSMC. Pursuant to the Full Time Faculty Consulting Guidelines of CSMC, Dr. Yu has received the consent of CSMC to participate in the activities of the Company. A copy of the Consent Memorandum has been provided to the Company. Company and Dr. Yu agree that each will comply with the Consent Memorandum and, in the event of a conflict between this agreement and the Consent Memorandum, the terms and conditions of the Consent Memorandum shall control

4. Term. The term for which the Services shall be performed shall commence on the Effective Date and shall terminate one year thereafter, unless sooner terminated by Dr. Yu or the Company as set forth in Section 12.

5. Management. Dr. Yu shall be elected to the Company’s Board of Directors on the Effective Date. For so long as Dr. Yu owns or has fully vested and immediately exercisable options to acquire an aggregate of at least 2,000,000 shares of the Company’s common stock, the Company shall use its commercially reasonable efforts to enable Dr. Yu to serve as a director of the Company. For so long as Dr. Yu owns or has fully vested and immediately exercisable options to acquire an aggregate of at least 4,000,000 shares of the Company’s common stock, the Company shall use its commercially reasonable efforts to enable Dr. Yu to designate one additional member of the Company’s Board of Directors in addition to himself. For so long as Dr. Yu owns or has fully vested and immediately exercisable options to acquire an aggregate of at least 5,000,000 shares of the Company’s common stock, the Company shall use its commercially reasonable efforts to enable Dr. Yu to designate two additional members of the Company’s Board of Directors in addition to himself. On the Effective Date, the Company’s Board of Directors shall consist of Dr. Yu, Manfred Mosk, Ph.D. (“Mosk”), Sanford Hillsberg, Esq. and two of the Company’s other current directors. Dr. Yu shall have the right at any time to designate one or two of the Company’s directors in addition to himself, as set forth in this Section 5. The Company shall use commercially reasonable efforts to maintain directors and officers liability insurance with limits of liability of not less than $3,000,000 at all times. David Wohlberg and C. Kirk Peacock shall continue to serve on a part-time basis as the Company’s President and Chief Financial Officer, respectively, subject to their replacement on 30-days notice by the Company’s Board of Directors.

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6. Compensation and Benefits.

6.1 Compensation. With the exception of the Yu Option, the Company shall have no obligation to pay any compensation or grant any stock options to Dr. Yu in consideration of his providing the Services or serving as a director of the Company.

6.2 Expenses. The Company shall reimburse Dr. Yu for necessary and reasonable out-of-pocket business expenses incurred by Dr. Yu in the performance of this Agreement in accordance with the reimbursement policies of the Company in effect from time to time.

6.3 No Benefits. Dr. Yu acknowledges and agrees that he will not be eligible for any Company employee benefits and, to the extent he otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Dr. Yu hereby expressly declines to participate in such Company employee benefits.

6.4 Withholding; Indemnification. Dr. Yu shall have full responsibility for applicable withholding taxes for all compensation paid to him under this Agreement. Dr. Yu agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Dr. Yu.

7. Dr. Yu Representations. Dr. Yu represents and warrants that, to the best of his knowledge, (i) CSMC is the sole owner of the Immunocellular Technology and the patent applications and inventions listed in Exhibit A to this Memorandum; that the patent applications listed in Exhibit A to this Agreement have been validly applied for, and (ii) that CSMC has not received notice from any third party that the Immunocellular Technology infringes the proprietary rights of any third party. Dr. Yu represents and warrants that he can enter into this Agreement and perform the services contemplated by this Agreement without violating any other contract or arrangement that he has with CSMC or any other third party.

8. Company Representations. The Company represents and warrants to Dr. Yu that (a) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in the State of California and has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action; and (c) neither the execution or delivery of this Agreement by the Company, nor the performance by the Company of its obligations hereunder, (i) requires the consent or approval of any third party other than the approval by the shareholders of the Company of the grant of the Yu Option and the issuance of shares of the Company common stock to CSMC and Dr. Yu, which has been obtained; (ii) shall constitute a default under any material contract by which the Company or any of its material assets is bound (or any event which, with notice or lapse of time, or both, would constitute a default); or (iii) shall constitute a violation of any judgment, order or decree of any court, arbitrator, gove