Exhibit 10.1
	 

	 
		

	 

	 
		SCIENTIFIC
		ADVISORY BOARD AGREEMENT
	 

	 
		This Scientific Advisory Board Agreement
		(this “Agreement”), dated August 5, 2007 (the
		“Effective Date”), is by and between Protalix BioTherapeutics,
		Inc., a Florida corporation (the “Company”), and Prof. Aaron
		Ciechanover (“Advisor”).  
	 

	 
		1.
	 

	 
		SERVICES
	 

	 
		Advisor shall provide advisory services to
		the Company from time to time at the Company’s request, which advisory
		services shall include but not be limited to the following: consulting with the
		Company’s management within Advisor’s professional area of expertise;
		exchanging strategic and business development ideas with the Company; attending
		scientific, medical and business meetings with the Company’s management,
		such as meetings with the United States Food and Drug Administration and
		comparable foreign regulatory authorities, meetings with strategic or potential
		strategic partners and other meetings relevant to Advisor’s area of
		expertise; and attending meetings of the Company’s Scientific Advisory
		Board; provided, that Advisor shall provide the Company with at
		least six (6) working days of advisory services per 12-month period (the
		“Services”).  Advisor shall render to the Company the
		services in a timely and professional manner consistent with industry
		standards, in accordance with this Agreement.  It is acknowledged that the
		Services shall include attendance at meetings from time to time either in
		person or by video or teleconference.  Advisor may not subcontract or
		otherwise delegate its obligations under this Agreement.  Subject to
		compliance with Advisor’s obligations hereunder, Advisor shall retain the
		sole control and discretion to determine the methods by which Advisor performs
		the Services and the places at which, the equipment and supplies with which and
		the hours during which such Services are to be rendered.
	 

	 
		2.
	 

	 
		PAYMENTS
	 

	 
		2.1
	 

	 
		Compensation.  In consideration of the Services to be
		rendered in connection with this Agreement, Advisor shall be paid $18,000 per
		annum, payable in two, semi-annual installments.
	 

	 
		2.2
	 

	 
		Restricted Stock Grant.  The Advisor will receive a grant of
		8,000 shares of restricted common stock of the Company under the Company’s
		2006 Stock Incentive Plan (the “Plan”) to be set forth in a
		Restricted Stock Award Agreement (the “Award Agreement”).
		 The restricted shares will vest over a four-year period as follows: 25%
		of the shares shall vest on the first anniversary of the date of grant, and the
		remaining 75% of the shares shall vest in 36 equal, monthly increments
		thereafter.  Such grant, which was approved by the Board of Directors of
		the Company, will be issued by the Company upon it receipt of written notice of
		Acceptance by the Advisor (the “Acceptance”). Advisor acknowledges
		that until the Acceptance, no grant shall be in effect.  Advisor further
		acknowledges that the vesting of the restricted shares shall cease upon the
		date of termination of Advisor’s Continuous Service (as defined in the
		Plan) for any reason.  In the event this Agreement or Advisor’s
		Continuous Service is terminated for any reason any restricted shares held by
		Advisor immediately following such termination of Continuous Service shall be
		deemed reconveyed to the Company and the Company shall thereafter be the legal
		and beneficial owner of the restricted shares and shall have all rights and
		interest in or related thereto without further action by Advisor.  
	 

	 
		2.3
	 

	 
		Expenses.  The Company shall reimburse Advisor for reasonable
		travel and other business expenses that are incurred by Advisor in the
		performance of the Services and are approved in advance by the Company, in
		accordance with the Company’s general policies, as may be amended from
		time to time.  Advisor shall provide the Company with an itemized list of
		all such expenses and supporting receipts with each invoice therefor.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		2.4
	 

	 
		Taxes.  Advisor acknowledges and agrees that it shall be
		Advisor’s obligation to report as income all compensation received by
		Advisor pursuant to this Agreement and to pay any withholding taxes,
		self-employment taxes, and social security, unemployment or disability
		insurance or similar items, including interest and penalties thereon, in
		connection with any payments made to Advisor by the Company pursuant to this
		Agreement.  Advisor agrees to indemnify, hold harmless and, at the
		Company’s discretion, defend the Company against any and all liability
		related thereto, including, without limitation, any taxes, penalties and
		interest the Company may be required to pay as a result of Advisor’s
		failure to report such compensation or make such payments.  
	 

	 
		3.
	 

	 
		PROPRIETARY
		INFORMATION
	 

	 
		3.1
	 

	 
		Proprietary Information.  Advisor understands that its work
		for the Company will involve access to and creation of confidential,
		proprietary and trade secret information and materials of the Company (or its
		affiliates, licensors, suppliers, vendors or collaborators) (collectively,
		“Proprietary Information”).  Proprietary Information
		includes, without limitation: any (a) tangible chemical, biological and
		physical research materials provided by the Company to Advisor and any such
		materials developed by Advisor in connection with the performance of the
		Services, information, ideas or materials of a technical or creative nature,
		such as research and development progress and results, products and proposed
		products, designs and specifications, computer source and object code, patent
		applications, and other materials and concepts relating to the Company’s
		products, services, processes, technology or other intellectual property
		rights; (b) information, ideas or materials of a business nature, such as
		non-public financial information; information regarding profits, costs,
		marketing, purchasing, sales, collaborators, suppliers, contract terms,
		employees and salaries; product development plans; business and financial plans
		and forecasts; and marketing and sales plans and forecasts; (c) all personal
		property, including, without limitation, all books, manuals, records, reports,
		notes, contracts, lists, blueprints and other documents or materials, or copies
		thereof, received by Advisor in the course of Advisor’s rendering of
		Services to the Company, including, without limitation, records and any other
		materials pertaining to Inventions (as defined below); and (d) the terms and
		conditions of this Agreement.  
	 

	 
		3.2
	 

	 
		Restrictions on Use and Disclosure.  Advisor understands that
		Proprietary Information is extremely valuable to the Company and its
		affiliates, licensors, suppliers, vendors and collaborators.  Accordingly,
		Advisor agrees during the term of this Agreement and thereafter that it: (a)
		shall hold all Proprietary Information in confidence and trust for the benefit
		of the Company; (b) shall reveal Proprietary Information only to such of its
		employees, contractors, agents, consultants, representatives or affiliates
		(“Representatives”) who need to know the Proprietary
		Information for the purpose of Advisor’s performance of the Services, who
		are informed by Advisor of the confidential nature of the Proprietary
		Information and who shall agree in writing to act in accordance with the terms
		and conditions of this letter agreement; (c) shall not copy or use (or allow
		any of its Representatives to copy or use) any Proprietary Information, except
		as may be necessary to perform the Services; (d) shall use the Proprietary
		Information only for the benefit of the Company (and not for the benefit of
		Advisor or any third party); and (e) shall not disclose or otherwise make
		available any such Proprietary Information to any third party except as
		authorized in writing and in advance by the Company.  All Proprietary
		Information is and shall remain the sole property of the Company.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		3.3
	 

	 
		Exclusions.  The foregoing restrictions on use and disclosure
		shall not apply to any Proprietary Information to the extent Advisor can prove
		such Proprietary Information: (a) is or has become generally known to the
		public through no unlawful act of Advisor; (b) was known to Advisor at the time
		of its disclosure by the Company, as evidenced by Advisor’s written
		records; (c) was independently developed by Advisor without any use of the
		Proprietary Information, as evidenced by Advisor’s written records; (d)
		becomes known to Advisor from a source other than the Company without breach of
		this Agreement and otherwise not in violation of the Company’s rights, as
		evidenced by Advisor’s written records; (e) such disclosure is approved in
		advance and in writing by the Company; or (f) Advisor is legally compelled to
		disclose such Proprietary Information, provided that Advisor shall give advance
		notice of such compelled disclosure to the Company, and shall cooperate with
		the Company in connection with any efforts to prevent or limit the scope of
		such disclosure and/or use of the Proprietary Information.  
	 

	 
		3.4
	 

	 
		Publications.  During the term of this Agreement and for a
		period of two (2) years thereafter, Advisor agrees to submit to the Company for
		a period of at least thirty (30) days (the “Review Period”) a
		copy of any proposed manuscript or other materials to be published or otherwise
		publicly disclosed by Advisor (each a “Proposed Publication”)
		which contains information derived, in whole or in part, from Services
		performed for the Company in sufficient time to enable the Company to determine
		if patentable Inventions or Proprietary Information would be disclosed.
		 Nothing herein shall be construed to restrict Advisor’s right to
		publish material which does not contain Information.  Following the
		expiration of the Review Period, if the Company does not notify Advisor that
		the Proposed Publication discloses patentable Inventions or Proprietary
		Information such Proposed Publication shall be deemed to be approved by the
		Company for publication.  In addition, Advisor will cooperate with the
		Company in this respect and will delete from the manuscript or other disclosure
		any proprietary Information if requested by the Companies and will assist the
		Companies in filing for patent protection for any patentable Inventions prior
		to publication or other disclosure.
	 

	 
		3.5
	 

	 
		Disclosure of Relationship.  The parties  each shall be
		entitled to disclose that Advisor is serving on the Company’s Scientific
		Advisory Board, including in any filing, prospectus, press release, business
		plan, advertisement, or other offering document of the Company or its
		affiliates; provided, that Advisor shall have the opportunity to review
		and approve press releases relating to announcement of this Agreement and
		developments in the business of the Company prior to release, with approval of
		such press releases not to be unreasonably delayed or withheld.
		 Notwithstanding the foregoing, the Company shall not require the approval
		by Advisor of any governmental filing or press release that in the opinion of
		the Company’s counsel is required to be made.
	 

	 
		4.
	 

	 
		CREATIONS
	 

	 
		4.1
	 

	 
		Definition.  As used herein, “Inventions”
		shall include, without limitation, all designs, know-how, trade secrets,
		copyrightable works, ideas, discoveries, creations, inventions, innovations,
		technology, apparatus, techniques, methods, biological processes, cell lines,
		laboratory notebooks and formulas (whether or not patentable or copyrightable
		or constituting trade secrets) and other inventions, and any related
		work-in-progress, improvements or modifications to the foregoing, that are
		created, developed or conceived (alone or with others) in connection with
		Advisor’s activities for the Company (a) during the term of this
		Agreement, whether or not created, developed or conceived during regular
		business hours, and (b) if based on Proprietary Information, after
		termination of this Agreement.  Inventions shall include, without
		limitation, all materials delivered to the Company in connection with this
		Agreement.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		4.2
	 

	 
		Assignment.  All Inventions shall be considered “work
		made for hire” (as such term is defined in 17 U.S.C. §101) and shall
		be the sole property of the Company, with the Company having the right to
		obtain and hold in its own name all intellectual property rights in and to such
		Inventions.  To the extent that the Inventions may not be considered
		“work made for hire,” Advisor hereby irrevocably assigns and agrees
		to assign to the Company, without additional consideration, all right, title
		and interest in and to all Inventions, whether currently existing or created or
		developed later, including, without limitation, all copyrights, trademarks,
		trade secrets, patents, industrial rights and all other intellectual property
		and proprietary rights related thereto, whether existing now or in the future,
		effective immediately upon the inception, conception, creation or development
		thereof.  Advisor shall (a) disclose promptly to the Company all
		Inventions and (b) whether during or after the period of its consulting
		arrangement with the Company, execute such written instruments and do such
		other acts as may be necessary in the opinion of the Company to obtain a
		patent, register a copyright or otherwise evidence or enforce the
		Company’s rights in and to such Inventions (and Advisor hereby irrevocably
		appoints the Company and any of its officers as its attorney in fact to
		undertake such acts in its name).
	 

	 
		4.3
	 

	 
		License.  To the extent, if any, that Advisor retains any
		right, title or interest in or to any Inventions, Advisor hereby grants to the
		Company a perpetual, irrevocable, fully paid-up, transferable, sublicensable,
		exclusive, worldwide right and license: (a) to use, reproduce, distribute,
		display and perform (whether publicly or otherwise), prepare derivative works
		of and otherwise modify, make, sell, offer to sell, import and otherwise use
		and exploit (and have others exercise such rights on behalf of the Company) all
		or any portion of such Inventions, in any form or media (now known or later
		developed); (b) to modify all or any portion of such Inventions,
		including, without limitation, the making of additions to or deletions from
		such Inventions, regardless of the medium (now or hereafter known) into which
		such Inventions may be modified and regardless of the effect of such
		modifications on the integrity of such Inventions; and (c) to identify
		Advisor, or not to identify Advisor, as one or more authors of or contributors
		to such Inventions or any portion thereof, whether or not such Inventions or
		any portion thereof have been modified.  Advisor further waives any
		“moral” rights or other rights with respect to attribution of
		authorship or integrity of such Inventions Advisor may have under any
		applicable law, whether under copyright, trademark, unfair competition,
		defamation, right of privacy, contract, tort or other legal theory.
	 

	 
		5.
	 

	 
		TERM
		AND TERMINATION
	 

	 
		5.1
	 

	 
		Term.  This Agreement shall commence on the Effective
		Date and remain in full force and effect until terminated by Advisor or the
		Company.
	 

	 
		5.2
	 

	 
		Termination.  Either party may terminate this Agreement at
		any time upon ten (10) days’ prior written notice.
	 

	 
		5.3
	 

	 
		Effect of Termination.  Upon termination of this Agreement,
		Advisor shall immediately cease performing the Services.  Sections 3
		through 10 and the relevant portions of Section 11 shall survive any
		termination of this Agreement.  Any termination of this Agreement shall be
		deemed a termination of Advisor’s Continuous Service under the Plan and
		for purposes of the Award Agreement.
	 

	 
		5.4
	 

	 
		Delivery of the Company Property.  Upon termination of this
		Agreement, or at any time the Company so requests, Advisor shall deliver
		immediately to the Company all property belonging to the Company, whether given
		to Advisor by the Company or prepared by Advisor in the course of rendering the
		Services, including all Inventions then in progress and all material in
		Advisor’s possession containing Proprietary Information and any copies
		thereof, whether prepared by Advisor or others. Following termination, Advisor
		shall not retain any written or other tangible (including machine-readable)
		material containing any Proprietary Information.  
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		6.
	 

	 
		BUSINESS
		RELATIONSHIPS
	 

	 
		Advisor acknowledges that the Company’s
		relationships with its employees, consultants, contractors, collaborators and
		vendors are valuable business assets.  Advisor agrees that, during the
		term of this Agreement and for two (2) years thereafter, Advisor shall not (for
		itself or for any third party) divert or attempt to divert from the Company any
		business, employee, consultant, contractor, collaborator or vendor, through
		solicitation or otherwise, without the prior written consent of the
		Company.
	 

	 
		7.
	 

	 
		CONFIDENTIAL
		INFORMATION OF OTHERS
	 

	 
		Advisor shall not breach any agreements to
		keep in confidence, or to refrain from using, the confidential, proprietary or
		trade secret information of another client or employer.  Advisor shall not
		provide to the Company any information of another client or employer, in the
		Inventions or otherwise, nor shall Advisor use any such information in its
		activities for the Company, without the prior written consent of the Company
		and such other client or employer.
	 

	 
		8.
	 

	 
		WARRANTIES
		AND COVENANTS
	 

	 
		Advisor represents, warrants and covenants
		that: (a) Advisor has the full power and authority to enter into this
		Agreement and to perform its obligations hereunder, without the need for any
		consents, approvals or immunities not yet obtained; (b) Advisor has the
		right to grant the rights and assignments granted herein, without the need for
		any assignments, releases, consents, approvals, immunities or other rights not
		yet obtained; (c) the Services, including, without limitation, any
		deliverables required hereunder, shall be free from material errors or other
		defects; (d) the Inventions (and the exercise of the rights granted herein
		with respect thereto) do not and shall not infringe, misappropriate or violate
		any patent, copyright, trademark, trade secret, publicity, privacy or other
		rights of any third party, and are not and shall not be defamatory or obscene;
		(e) neither the Inventions nor any element thereof shall be subject to any
		restrictions or to any mortgages, liens, pledges, security interests,
		encumbrances or encroachments; and (f) each of Advisor’s employees
		and contractors (if any) involved in the development of the Inventions have
		executed (or, prior to any such involvement shall execute) a written agreement
		with Advisor in which such persons (i) assign to Advisor all right, title
		and interest in and to the Inventions in order that Advisor may fully grant the
		rights to the Company as provided herein and (ii) agree to be bound by
		confidentiality and non-disclosure obligations equivalent to those set forth in
		this Agreement.  The Company hereby disclaims all warranties of any kind,
		whether express, implied, statutory or otherwise, with respect to any
		Proprietary Information or other information or materials supplied by the
		Company to Advisor hereunder, including, without limitation, any warranties
		with respect to any specifications for the Inventions or other deliverables
		required hereunder. 
	 

	 
		9.
	 

	 
		INDEMNIFICATION
	 

	 
		Advisor shall indemnify and hold harmless,
		and at the Company’s request defend, the Company and its affiliates,
		successors and assigns (and their respective officers, directors, employees,
		sublicensees, Companies and agents) from and against any and all claims,
		losses, liabilities, damages, settlements, expenses and costs (including,
		without limitation, attorneys’ fees and court costs) which arise out of or
		relate to: (a) any breach (or claim or threat thereof that, if true, would be a
		breach) of this Agreement by Advisor, including, without limitation, any breach
		or alleged breach of any representation, warranty or covenant of Advisor set
		forth in Section ; or (b) any third party claim or threat thereof that the
		Services or Inventions (or the exercise of the rights granted herein with
		respect thereto) infringe, misappropriate or violate any patent, copyright,
		trademark, trade secret, publicity, privacy or other rights of any third party,
		or are defamatory or obscene. 
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		10.
	 

	 
		LIMITATION OF
		LIABILITY
	 

	 
		To the extent permitted by applicable law:
		(a) in no event shall the Company be liable under any legal theory for any
		special, indirect, consequential, exemplary or incidental damages, however
		caused, arising out of or relating to this Agreement, even if the Company has
		been advised of the possibility of such damages; and (b) in no event shall the
		Company’s aggregate liability arising out of or relating to this Agreement
		(regardless of the form of action giving rise to such liability, whether in
		contract, tort or otherwise) exceed the fees payable by the Company hereunder.
		 
	 

	 
		11.
	 

	 
		MISCELLANEOUS
	 

	 
		11.1
	 

	 
		Assignment.  Neither party shall assign, sell, transfer,
		delegate or otherwise dispose of, whether voluntarily or involuntarily, by
		operation of law or otherwise, this Agreement or any or its rights or
		obligations under this Agreement; provided, however, the Company
		may assign, sell, transfer, delegate or otherwise dispose of this Agreement or
		any of its rights and obligations hereunder as part of a merger, consolidation,
		corporate reorganization, sale of all or substantially all of the
		Company’s assets of the business to which Advisor’s services relate,
		sale of stock, change of name or like event.  Any purported assignment,
		sale, transfer, delegation or other disposition, except as permitted herein,
		shall be null and void.  Subject to the foregoing, this Agreement shall be
		binding upon and shall inure to the benefit of the parties and their respective
		successors and permitted assigns.
	 

	 
		11.2
	 

	 
		Notices.  Any notice, request, demand or other communication
		required or permitted hereunder shall be in writing, shall reference this
		Agreement and shall be deemed to be properly given: (a) when delivered
		personally; (b) when sent by facsimile, with written confirmation of
		receipt by the sending facsimile machine; (c) five (5) business days after
		having been sent by registered or certified mail, return receipt requested,
		postage prepaid; or (d) upon receipt for an express courier, with written
		confirmation of receipt.  All notices shall be sent to the address set
		forth on the signature page of this Agreement and to the notice of the person
		executing this Agreement (or to such other address or person as may be
		designated by a party by giving written notice to the other party pursuant to
		this Section).
	 

	 
		11.3
	 

	 
		Severability.  If any provision of this Agreement, or the
		application thereof to any person, place or circumstance, shall be held by a
		court of competent jurisdiction to be invalid, void or otherwise unenforceable,
		such provision shall be enforced to the maximum extent possible so as to effect
		the intent of the parties, or, if incapable of such enforcement, shall be
		deemed to be deleted from this Agreement, and the remainder of this Agreement
		and such provisions as applied to other persons, places and circumstances shall
		remain in full force and effect.  
	 

	 
		11.4
	 

	 
		Waiver.  The waiver by either party of a breach of or a
		default under any provision of this Agreement shall not be effective unless in
		writing and shall not be construed as a waiver of any subsequent breach of or
		default under the same or any other provision of this Agreement, nor shall any
		delay or omission on the part of either party to exercise or avail itself of
		any right or remedy that it has or may have hereunder operate as a waiver of
		any such right or remedy.  
	 

	 
		11.5
	 

	 
		Governing Law.  This Agreement is to be construed in
		accordance with and governed by the internal laws of the State of New York
		without giving effect to any choice of law rule of such State.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		11.6
	 

	 
		Relationship of Parties.  This Agreement shall not be
		construed as creating an agency, partnership, joint venture or any other form
		of association, for tax purposes or otherwise, between the parties; and the
		parties shall at all times be and remain independent contractors.  Except
		as expressly agreed by the parties in writing, neither party shall have any
		right or authority, express or implied, to assume or create any obligation of
		any kind, or to make any representation or warranty, on behalf of the other
		party or to bind the other party in any respect whatsoever.  Neither party
		shall have any obligation or duty to the other party except as expressly and
		specifically set forth herein, and no such obligation or duty shall be implied
		by or inferred from this Agreement or the conduct of the parties hereunder.
		 Advisor (and its employees, agents and contractors) shall not be entitled
		to any of the benefits that the Company may make available to its employees,
		such as group health, life, disability or worker’s compensation insurance,
		profit-sharing or retirement benefits, and the Company shall not withhold or
		make payments or contributions therefor or obtain such protection for Advisor
		or its employees, contractors or agents.  Advisor shall be solely
		responsible for all tax returns and payments required to be filed with or made
		to any federal, state or local tax authority with respect to Advisor’s
		performance of services and receipt of fees under this Agreement.
	 

	 
		11.7
	 

	 
		Headings.  The headings used in this Agreement are for
		convenience only and shall not be considered in construing or interpreting this
		Agreement.
	 

	 
		11.8
	 

	 
		Entire Agreement.  This Agreement (including the Exhibits
		attached hereto, which are incorporated herein by reference) is the final,
		complete and exclusive agreement of the parties with respect to the subject
		matter hereof and supersedes and merges all prior or contemporaneous proposals,
		discussions, negotiations, understandings, promises, representations,
		conditions, communications and agreements, whether written or oral, between the
		parties with respect to such subject matter and all past courses of dealing or
		industry custom.  
	 

	 
		
 
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		IN WITNESS WHEREOF, the parties have
		caused this Agreement to be executed and delivered as of the Effective Date.
	 

	 			
	
			 
				 
			 

		  	
			 
				ADVISOR:
			 

		  
	
			 
				 
			 

		  	
			 
				By:     
			 

		  	
			 
				 /s/ Aaron Ciechanover
				      
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Aaron Ciechanover, M.D.
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
			 

		  	
			 
				PROTALIX BIOTHERAPEUTICS, INC.
			 

		  
	
			 
				 
			 

		  	
			 
				By:     
			 

		  	
			 
				 /s/ David Aviezer
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				David Aviezer, Ph.D.
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				President and
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Chief Executive Officer