EXHIBIT
10.36

         

         

        

        
          

        

        
          

        

      

       

    

    
      	
              
                Nomura
      Code Securities Limited

              

            	 
      	 
      	 
      	 
      
	
              1
      Carey Lane

            	
              Telephone

            	
              +44
      (0)20 7776 1200

            	
              Direct
      Tel

            	
              +44
      (0) 20 7776 1207

            
	
              London

            	
              Facsimile

            	
              +44
      (0)20 7776 1201

            	
              Direct
      Fax

            	
              +44
      (0) 20 7776 1201

            
	
              EC2V
      8AE

            	
              Web
      site

            	
              www.nomuracode.com

            	
              E-Mail

            	
              cic@nomuracode.com

            


    

    
       

      Strictly
Private & Confidential

    

    
       

      Medgenics
Inc.

    

    
      8000
Towers Crescent Dr.

    

    
      Suite
1300

    

    
      Vienna,
Va. 22182

    

    
      U.S.A.

    

    
       

      FAO:
Andrew L. Pearlman, Ph.D., CEO, President, and Director

    

    
       

      12 May
2010

    

    
       

      Dear
Sir

    

    
       

      Terms
of our engagement as your joint broker

    

    
       

      This
letter agreement (“the Agreement”) sets out the terms on which Medgenics Inc.
(“Medgenics” or “the Company”), on behalf of itself and its subsidiaries has
retained Nomura Code Securities Limited (“Nomura Code”) as its joint corporate
broker. Such retention will be upon the terms and conditions set out in the
Agreement and which include Nomura Code’s standard terms and conditions attached
at Schedule 1 to this letter (“the Terms and Conditions”).

    

    
       

      
        	
                1. 

              	
                RETENTION

              


      

    

    
       

      This
Agreement will become effective on the announcement, by means of an RIS, that
the Company is appointing Nomura Code as its joint broker (the “Effective
Date”). Subject to this announcement being published, the Company retains Nomura
Code as its joint corporate broker and to provide corporate broking services on
an on-going basis.

    

    
       

      Duties
of Broker

    

    
       

      Until
such time as Nomura Code’s appointment under this Agreement is terminated,
Nomura Code shall (subject to the Company complying with its obligations under
this Agreement) provide the services set out in Schedule 2 and such other
services which may be required of it. Nomura Code acknowledges that SVS
Securities plc (“SVS”) is the existing, and will remain joint, broker to the
Company with Nomura Code following the Effective Date. Nomura Code will use all
reasonable endeavours to work in willing co­operation with and assist and
liaise with SVS in the performance of the services hereunder and in the
discharge of the duties and responsibilities of the role of broker to the
Company.

    

    
       

      In its
capacity as broker, Nomura Code will, in accordance with Rule 35 of the AIM
Rules for Companies (the “AIM Rules”), be responsible to the London Stock
Exchange for fulfilling the responsibilities set out in the AIM Rules applicable
to a broker to an AIM company which include using best endeavours to find
matching business if there is no market maker in the Company’s
shares.

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

     

    
      
        
          
            

          

          
            

             

          

        

      

    

    
      Nomura
Code will not be responsible for providing advice in connection with the AIM
Rules or those matters for which the Company has agreed to seek or arrange, or a
company would usually seek or arrange, advice (such as, for example, legal,
regulatory, technical, accounting or taxation matters) elsewhere and Nomura Code
will not have any liability in respect of any services or advice provided to the
Company by persons other than Nomura Code, its associated companies and their
directors, officers and employees. Nomura Code shall not be under any obligation
to provide any fairness opinions to be used in connection with any transaction
undertaken by the Company.

    

    
       

      The
Company acknowledges that all the services as joint corporate broker provided by
Nomura Code pursuant to this Agreement are subject to the Financial Services
Authority (“FSA”) Handbook and the Rules of the London Stock
Exchange.

    

    
       

      
        	
                2. 

              	
                REMUNERATION

              


      

    

    
       

      In
consideration of the services to be provided by Nomura Code under this letter,
the Company shall pay to Nomura Code a retainer fee of £50,000 (fifty thousand
pounds sterling) per annum plus VAT, where applicable, which fees shall start to
accrue on a daily basis over 12 months from the Effective Date until the date of
termination of the Agreement constituted by this letter and shall be paid
quarterly in advance within 30 days of the invoice date. If the Company requires
specific transaction advice on, for example, but not limited to, acquisitions,
disposals and fundraising, a separate transaction fee for such work shall be
agreed in advance by Nomura Code and the Company.

    

    
       

      
        	
                3. 

              	
                REIMBURSEMENT OF
      EXPENSES

              


      

    

    
       

      The
Company agrees to reimburse Nomura Code promptly for all reasonable
out-of-pocket expenses incurred in connection with the Agreement or the
provision of any of its services (including, but not limited to, reasonable
travel expenses and the reasonable fees and expenses of Nomura Code’s legal
advisers, and any other professional advisers retained, with the Company’s prior
written consent, on either the Company’s or Nomura Code’s behalf) and any VAT
incurred thereon by Nomura Code (provided that such fees and charges have been
agreed with the Company prior to their being incurred save in respect of de minimis amounts of up to
£1000 per item).

    

    
       

      
        	
                4. 

              	
                THE COMPANY’S
      OBLIGATIONS

              


      

    

    
       

      In
consideration of Nomura Code agreeing to act joint corporate broker to the
Company, the Company agrees and where appropriate confirms
that:

    

    
       

      
        	
                (a)

              	
                it
      has complied and will comply with all applicable AIM Rules and all other
      requirements of the London Stock Exchange and all other legal requirements
      in relation to the trading on AIM of the Company’s share
      capital,

              


      

    

    
       

      
        	
                (b)

              	
                it
      has complied and will comply with the Companies Act 1985 and the Companies
      Act 2006 (the “Companies Acts”) and the Financial Services and Markets Act
      2000 (the “FSMA”), so far as applicable to the
  Company;

              


      

    

    
       

      
        	
                (c)

              	
                it has complied and will comply
      with all legal requirements applicable to any prospectus or
      admission document issued or proposed to be issued by it or to any
      annual report and accounts or circulars or other documents sent or to be
      sent by it to its
shareholders;

              


      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

     

    
      
        
          

        

        
          

           

        

      

    

    
      
        	
                (d)

              	
                it
      will as soon as reasonably practicable comply with all reasonable
      directions given by Nomura Code in its role as the Company’s joint
      corporate broker in order to ensure compliance by the Company and/or the
      directors with the AIM Rules, the Companies Acts, the FSMA, the Prospectus
      Rules or any other legal or regulatory requirements, each as applicable to
      the Company, and inform Nomura Code forthwith upon becoming aware of any
      breach by the Company and/or any director of the AIM Rules, the Companies
      Acts, the FSMA, the Takeover Code, the Prospectus Rules or any other legal
      or regulatory requirements applicable to the Company and, where
      practicable, request the advice and guidance of Nomura Code in relation to
      all matters relevant to the Company’s compliance on an ongoing basis with
      the above legal and regulatory
requirements;

              


      

    

    
       

    

    
      
        	
                (e)

              	
                it
      will register any transfer of securities within fourteen days of receipt
      and will despatch share certificates, or credit the relevant Euroclear
      account as applicable, without
delay;

              


      

    

    
       

      
        	
                (f)

              	
                it
      will notify Nomura Code without delay of all such matters which would or
      might give rise to an obligation to make an announcement to an RIS and/or
      to seek shareholder approval (and in particular, but without limitation,
      any new developments which are not public knowledge concerning a change in
      (i) its financial condition, (ii) its sphere of activity or (iii) the
      performance of its business or (iv) in the Company’s expectation of its
      performance, which in each case if made public would be likely to lead to
      a substantial movement in the price of its shares) and to keep Nomura Code
      informed of any developments at the Company and of any such matters as
      Nomura Code shall reasonably require in order for it to discharge its
      duties and responsibilities to the Company as the Company’s joint
      broker;

              


      

    

    
       

      
        	
                (g)

              	
                it
      will before making any material announcement of the kind required to be
      notified to an RIS use its reasonable endeavours to consult with Nomura
      Code so far as practicable as to the content of such
      announcement;

              


      

    

    
       

      
        	
                (h)

              	
                it
      will ensure that all statements in any advertisements issued by the
      Company, or in any document or announcement issued by it, are true in all
      material respects and not misleading in any material respect and that any
      expressions of opinion, contention or expectation included in such
      statements are made on reasonable grounds and to notify Nomura Code
      promptly on discovering that any published press announcement or other
      public document contained any information subsequently discovered to be
      inaccurate or misleading;

              


      

    

    
       

      
        	
                (i)

              	
                it
      will not, without first notifying Nomura Code, adopt or give effect to any
      arrangements (other than the Company’s share option schemes as currently
      constituted or existing issued warrants) which may have the effect of
      increasing the number of shares in the capital of the Company which may be
      acquired or disposed of by employees of the Company or any of its
      subsidiaries after the effective date of appointment of Nomura Code under
      the terms of this letter;

              


      

    

    
       

      
        	
                (j)

              	
                it
      will notify Nomura Code as soon as reasonably practicable after approval
      by or on behalf of the board of the Company
of:

              


      

       

    

    
      
        	
              	
                (i)

              	
                any
      intended payments of dividends or other
  distributions;

              


      

       

    

    
      
        	
              	
                (ii)

              	
                the
      preliminary announcement of profits or losses for any financial
      periods;

              


      

       

    

    
      
        	
              	
                (iii)

              	
                any
      proposed change in the capital structure of the Company;
    and

              


      

    

    
       

      
        	
              	
                (iv)

              	
                all
      proposed dealings by directors in the securities of the Company (prior to
      such dealings taking place)

              


      

    

    
       

      
        	
                (k)

              	
                it
      will consult with Nomura Code in relation to potential acquisitions,
      mergers or other corporate transactions not in the ordinary course of
      business;

              


      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
      
        
           

          

          
            

          

        

        
          

           

        

      

    

    
      
        	
                (l)

              	
                it
      will forward to Nomura Code for its prior perusal proofs of all documents
      to be despatched to holders of the Company’s securities and documents
      relating to takeovers, mergers, reorganisations or other schemes and all
      press announcements (other than routine trade press
      announcements);

              


      

    

    
       

      
        	
                (m)

              	
                it
      will provide to and review with Nomura Code such financial information
      (including audited consolidated annual accounts, preliminary statements,
      interim accounts, monthly management accounts, budgets and business plans)
      relating to the Company as Nomura Code may reasonably require from time to
      time;

              


      

    

    
       

      
        	
                (n)

              	
                it
      will promptly make available to Nomura Code any other information
      whatsoever required by Nomura Code which Nomura Code reasonably believes
      is necessary to enable it to carry out its obligations to the Company
      and/or the London Stock Exchange as
broker;

              


      

    

    
       

      
        	
                (o)

              	
                without
      limitation to paragraph 4(a) above, it shall have adopted by board
      resolution, and take all proper and reasonable steps to ensure compliance
      by its directors or any applicable employees (as defined in the AIM Rules)
      with a share dealing code containing the restriction on dealings as set
      out in Rule 21 of the AIM
Rules;

              


      

    

    
       

      
        	
                (p)

              	
                it
      will consult with Nomura Code in respect of any proposed changes to the
      directors (including appointments of new directors and the removal or
      replacement of existing directors) and to ensure that any new director
      completes a due diligence
questionnaire;

              


      

    

    
       

      Provided
that the Company shall not be obliged to perform any act or comply with any
requirement if and to the extent that such performance or compliance shall give
rise to a breach of any obligation or duty owed by the Company to a third person
or otherwise infringe or breach any legal regulatory or equitable rights of any
third parties or any law or regulation applicable to the Company, whether in the
UK or in any other jurisdiction.

    

    
       

      
        	
                5. 

              	
                ACKNOWLEDGEMENTS

              


      

    

    
       

      The
Company acknowledges and confirms that:-

    

    
       

      
        	
                (a)

              	
                the
      directors of the Company understand the nature of their responsibilities
      to holders of the Company’s securities and will carry out all their
      obligations, and will in so far as they are able procure that the Company
      carries out all of its obligations, under and in accordance with the AIM
      Rules and other requirements of the London Stock
  Exchange;

              


      

    

    
       

      
        	
                (b)

              	
                save
      in relation to any of the Company’s issued shares that shall from time to
      time be “restricted securities” (as defined in Rule 144 promulgated under
      the United States Securities Act of 1933, as amended) by reason of the
      fact that the Company’s shares has not been registered under the US
      Securities Act of 1933, the shares in the Company which have been admitted
      to trading on AIM are free from restrictions on transferability (including
      any limitations on size of holdings and in respect of classes or identity
      of holders) except for any restrictions of the kind permitted by Rule 32
      of the AIM Rules;

              


      

    

    
       

      
        	
                (c)

              	
                Nomura
      Code may take such steps as it considers reasonably necessary or desirable
      to comply with legal or other regulatory requirements relevant to any
      services provided by it to the
Company;

              


      

    

    
       

      
        	
                (d)

              	
                Nomura
      Code retains the right to refuse to issue or approve, or arrange for the
      issue of, a particular document or announcement and to require the Company
      to cease to distribute a document or announcement which, in Nomura Code’s
      reasonable opinion, has any connection with or potential effect on its
      appointment under this Agreement if at any time Nomura Code becomes aware
      of information which, in its opinion, renders the document or announcement
      untrue, incomplete or misleading in a material
  respect.

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    

    
      

    

    
      

    

    
       

      
        	
                6.

              	
                DATE
      OF APPOINTMENT

              


      

    

    
       

      The
effective date of appointment of Nomura Code as the Company’s joint corporate
broker is the date of the announcement, by means of an RIS, confirming the
appointment of Nomura Code as joint corporate broker.

    

    
       

      
        	
                7.

              	
                FSA
      RULES AND STATUS

              


      

    

    
       

      Nomura
Code is authorised to perform regulated activities in the UK and is regulated by
the Financial Services Authority and the Company acknowledges that all services
provided by Nomura Code under this Agreement are subject to the FSA
Rules.

    

    
       

      Nomura
Code aims to offer the Company an efficient and effective service but is
required by the FSA Rules to inform the Company that, if it should feel unhappy
with any aspect of the service it receives from Nomura Code, it should not
hesitate to contact the Compliance Officer, Phil Dixon, Nomura Code Securities,
1 Carey Lane, London EC2V 8AE.

    

    
       

      Classification

    

    
       

      Nomura
Code proposes to treat you as a Professional Client in respect
of the investment services we provide to you under MiFID. We will accord you the
relevant protections associated with your categorisation. Under MiFID, you are
entitled to request a different classification (i.e. as a Retail Client or
Eligible Counterparty). However, you should be aware that Nomura Code is unable
to provide services directly to Retail Clients. Should you request Eligible
Counterparty status, you would lose certain regulatory protections. If you wish
to discuss your classification, please contact the Compliance Officer at kvb@nomuracode.com.

    

    
       

      Conflicts
of Interests

    

    
       

      
        	
                (a)

              	
                Nomura
      Code is engaged in a wide range of designated investment business. This
      may give rise to situations where Nomura Code under the FSA Rules, Rule 21
      of the AIM Rules for Nominated Advisers (the “Nomad Rules”) or under the
      general law: (i) may have interests, relationships and/or arrangements
      which conflict with those of the Company whether in relation to the
      Engagement or otherwise; and/or (ii) may have other clients whose
      interests conflict with those of the Company (“Conflicts of
      Interests”).

              


      

    

    
       

      
        	
                (b)

              	
                Nomura
      Code maintains and operates effective organisational and administrative
      arrangements with a view to taking all reasonable steps to prevent
      conflicts of interest from constituting or giving rise to a material risk
      of damage to the interests of its clients. Nomura Code’s full conflict of
      interest policy can be found on Nomura Code’s website at www.nomuracode.com under Compliance and
      Legal Notices.

              


      

    

    
       

      
        	
                (c)

              	
                It
      is Nomura Code’s policy, in providing services to its clients, to do so on
      a consistent basis thus ensuring, so far as is practicable, that all
      clients are treated in a fair and equal
manner.

              


      

    

    
       

      
        	
                (d)

              	
                So
      as expressly to override any duty, obligation or restriction which would
      otherwise apply by law, regulation or the FSA Rules, where a conflict of
      interest or potential conflict of interest arises between either the
      Company and Nomura Code or the Company and another customer for which
      Nomura Code has, or may have, or may have had a relationship, Nomura Code
      may provide services to the Company pursuant to this Agreement, and may
      provide services to other existing clients or future clients of Nomura
      Code notwithstanding the existence of any conflict of interest or
      potential conflict of
interest.

              


      

    

    
       

      
        	
                (e)

              	
                The
      employees of Nomura Code assigned to the Engagement (as defined below) may
      (due, for example, to a Chinese Wall) be oblivious to, and in any event
      are required to disregard, any Conflicts of Interests and the Company
      agrees that Nomura Code may act for it despite any Conflicts of Interests
      and that any profit or remuneration from such interests may be retained by
      Nomura Code.

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    
       

      

      
        
          

        

        
          

           

        

      

    

    
      
        	
                (f)

              	
                The
      Company agrees that, subject to the FSA Rules and Rule 21 of the Nomad Rules, Nomura Code
      does not have a duty to disclose any matter that comes to its notice in
      the course of its business if doing so would constitute a breach of duty
      owed to any other persons.

              


      

    

    
       

      
        	
                8. 

              	
                TERMINATION

              


      

    

    
       

      
        	
                (a)

              	
                The
      appointment of Nomura Code as joint corporate broker shall continue until
      terminated in accordance with the provisions of paragraphs 8(b) to 8(g)
      (inclusive).

              


      

    

    
       

      
        	
                (b) 

              	
                Nomura
      Code may terminate the provision of any of its
  services:-

              


      

    

    
       

      
        	
              	
                (i)

              	
                forthwith
      by serving a notice in writing to the Company in the event of any material
      breach of this Agreement by the Company;
or

              


      

    

    
       

      
        	
              	
                (ii)

              	
                without
      prejudice to its rights in paragraph 8(b)(i) above, by giving the Company
      two months’ notice in
writing.

              


      

    

    
       

      
        	
                (c)

              	
                For
      the purposes of paragraph 8(b)(i) above a “material breach” entitling
      Nomura Code to terminate this Agreement shall be deemed to include, but
      not be limited to any of the
following:

              


      

    

    
       

      
        	
              	
                (i)

              	
                a
      failure by the Company to follow the advice given by its Nominated Adviser
      in respect of the AIM Rules after consultation with the Company’s legal
      advisers;

              


      

    

    
       

      
        	
              	
                (ii)

              	
                any
      material failure by the Company or any of the directors to make any
      disclosures or take any actions required under the AIM Rules (in particular any
      announcements required under Rule 11 (General disclosure of price
      sensitive information)), the FSMA, the Prospectus Rules, the Companies
      Acts or any other law or regulation to which (in each case) the Company is
      subject and the failure not being remedied (where capable of remedy)
      within five business days of the failure coming to the notice of the
      Company;

              


      

    

    
       

      
        	
              	
                (iii)

              	
                non-payment
      of the fees and expenses referred to in paragraph 2 on the date they fall
      due for payment;

              


      

    

    
       

      
        	
              	
                (iv)

              	
                any
      material or persistent breach by the Company of its obligations under this
      Agreement and (where capable of remedy) the relevant matter has remained
      unremedied to the reasonable satisfaction of Nomura Code for ten business
      days after the Company has received a request for remedy from Nomura Code;
      and/or

              


      

    

    
       

      
        	
              	
                (v)

              	
                where
      the Company’s shares become ineligible for admission to trading on
      AIM.

              


      

    

    
       

      
        	
                (d)

              	
                If
      Nomura Code elects to terminate the provision of any but not all of its
      services, the Company shall be entitled to terminate Nomura Code’s
      appointment in relation to such services for which such appointment has
      not been terminated by Nomura Code and such termination, unless agreed
      otherwise, shall take place at the same time as the termination by Nomura
      Code of its appointment takes
effect.

              


      

    

    
       

      
        	
                (e) 

              	
                The
      Company may terminate the provision of any of Nomura Code’s
      services:-

              


      

    

    
       

      
        	
              	
                (i)

              	
                forthwith
      by serving a notice in writing to Nomura Code in the event of any material
      breach of this Agreement by Nomura
Code;

              


      

    

    
       

      
        	
              	
                (ii)

              	
                without
      prejudice to its rights in paragraph 8(e)(i) above, by giving Nomura Code
      one month’s notice in writing;
or

              


      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      

      
        

      

      
        

         

      

    

    
      
        	
              	
                (iii)

              	
                forthwith
      if approval  by
      the  London  Stock  Exchange for Nomura Code
      to act as nominated adviser and/or broker to the Company is
      withdrawn.

              


      

    

    
       

      
        	
                (f)

              	
                If
      the Company or Nomura Code terminate Nomura Code’s appointment as joint
      corporate broker and Nomura Code agrees to continue to provide its
      services in respect of any appointment which is not being terminated, then
      the provisions of this letter shall continue in force insofar as they are
      consistent with the provision of its services in respect of the
      appointment for which Nomura Code continues to be retained. A revised fee
      will be agreed for the services being retained which will be based on the
      existing fee and reflect the lower level of service being
      provided

              


      

    

    
       

      Please
confirm the Company’s acceptance of the terms of this Agreement by signing below
and returning one executed copy to us.

    

    
       

       

      Yours
sincerely

    

    
      


       

      NOMURA
CODE SECURITIES LIMITED

    

    
 

    
      
        	
                By:

              	
                /s/ Chris
      Collins

              


      

      Chris
Collins

      Chief
Executive Officer 

      Nomura
Code Securities Limited

    

    
      


       

      Accepted
and Agreed: 

      Medgenics
Inc.

    

    
      for
itself and all of its affiliates

       

      


    

    
      


       

    

    
      
        	
                By: 

              	
                /s/ Andrew L.
      Pearlman

              


      

    

    
      Andrew
L. Pearlman, Ph.D.

      CEO,
President, and Director

      Medgenics
Inc.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
       

      SCHEDULE
1

    

    
       

      TERMS
AND CONDITIONS

    

    
       

      
        	
                1. 

              	
                Application

              


      

    

    
       

      These
Terms and Conditions (the “Terms”) will apply to the services which Nomura Code
Securities Limited (“Nomura Code”) will provide to the Company pursuant to the
letter of engagement (the “Agreement”) to which the Terms are attached (the
“Engagement”).

    

    
       

      
        	
                2. 

              	
                Authorities

              


      

    

    
       

      
        	
                
                

              	
                (a)

              	
                Nomura
      Code is authorised by the Company to do anything which, in Nomura Code’s
      opinion, is reasonably necessary either to carry out the Engagement
      (including acting as the Company’s agent or through agents or in
      conjunction with a subcontractor, as appropriate) or to act in accordance
      with any applicable laws, rules, regulations, authorisations, consents or
      practice as may reasonably be appropriate. The Company agrees that it
      shall approve and confirm everything lawfully done by Nomura Code in the
      exercise of such discretion.

              


      

    

    
       

      
        	
              	
                (b)

              	
                Nomura
      Code shall not be responsible for providing specialist advice in any
      circumstances where the Company has agreed to procure, or would usually
      procure, such advice from others (for example, accounting, regulatory,
      legal, pensions or taxation matters) and Nomura Code shall not be liable
      in relation to any advice or services provided to the Company by persons
      other than Nomura Code irrespective of whether such advice is given or
      made or available or reviewed by Nomura Code, or discussed by Nomura Code
      with the Company.

              


      

    

    
       

      
        	
              	
                (c)

              	
                Nomura
      Code shall be entitled to believe that any information and/or instructions
      given or purported to be given by an individual or person who is or
      purports to be and is reasonably believed by Nomura Code to be a director,
      duly authorised employee or authorised agent of the Company have been
      properly authorised by the
Company.

              


      

    

    
       

      
        	
                3. 

              	
                Provision of
      Information

              


      

    

    
       

      
        
          	
                	
                  (a)

                	
                  The
      Company agrees to provide Nomura Code with all material information in its
      possession relevant to the Engagement. Nomura Code will rely on the
      Company to ensure that any information made available to Nomura Code
      and/or third parties or otherwise published is information that the
      Company is legally entitled to provide for the purpose for which it is
      intended to be used and without committing a breach of any obligation or
      duty owed by the Company to a third person or otherwise infringing any
      legal, regulatory or equitable rights of any third parties whatsoever and
      that it is true, fair, complete and accurate and not misleading in any
      material respect and there are no omissions which could be material. If
      the Company subsequently becomes aware that any such information is not
      correct it will notify Nomura Code immediately and update the position
      accordingly. The Company shall ensure that all statements and documents
      made and/or published by it (the “Materials”) or on its behalf in relation
      to the Engagement will only be made or published after Nomura Code has
      been consulted. The Company acknowledges that, except where required by
      law or rules made by the FSA under the Financial Services and Markets Act
      2000 (“FSMA”), Nomura Code will have no obligation to independently verify
      any documentation sent to investors and/or shareholders, any statement of
      fact or opinion contained in such documentation or any information or
      documentation provided by the
Company.

                


        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      
        	
              	
                (b)

              	
                The
      Company agrees to ensure that any financial promotion, document or
      announcement issued to the London Stock Exchange or
      otherwise:-

              


      

    

    
       

      
        	
                 
      

              	
                (i)

              	
                is
      true and not misleading and all expressions of opinion, intention or
      expectation it contains are made on reasonable grounds, and that there are
      no facts known the omission of which would make any such financial
      promotion, document or announcement misleading;
  and

              


      

    

    
       

      
        	
                 
      

              	
                (ii)

              	
                contains
      all information required by and otherwise complies with all applicable
      laws and regulations.

              


      

       

    

    
      
        	
              	
                (c)

              	
                Nomura
      Code shall be entitled to assume that all and any matters, which may be
      material for disclosure or otherwise in the context of the Engagement,
      will be brought to its attention and, furthermore, it will only provide
      its services on the basis of information disclosed to
  it.

              


      

       

    

    
      
        	
              	
                (d)

              	
                Nomura
      Code shall not be liable for any losses, liabilities, damages or costs
      suffered by the Company as a consequence of providing advice based on any
      inaccurate or misleading information or documentation which has been
      supplied by or on behalf of the Company or resulting from any omission
      from such information or
documentation.

              


      

    

    
       

      
        	
                4. 

              	
                Use of
      Material

              


      

    

    
       

      Any
reports or papers produced by Nomura Code for the Company, in either draft or
final form, will be exclusively for the use of the Company and will not be
available for distribution to other persons unless otherwise agreed by Nomura
Code. Notwithstanding any consent granted by Nomura Code, it shall not under any
circumstances have any responsibility whatsoever to any third party to which any
advice or report is disclosed or otherwise provided. No reference to Nomura Code
or to its advice is to be made in any publication made by the Company or any
holding company of the Company or by any subsidiary or associated company of any
such holding company or on their behalf, without the prior consent of Nomura
Code unless such reference is required by any legal or regulatory obligation.
All correspondence and papers in Nomura Code’s possession or control relating to
this Agreement or the Engagement shall be the sole property of Nomura Code, save
for original contracts, share certificates and other original documents held to
the Company’s order.

    

    
       

      
        	
                5. 

              	
                Confidentiality

              


      

    

    
       

      Nomura
Code agrees not to use any information obtained from the Company for any
unlawful purpose and to keep confidential and not to disclose any material
non-public information to any person, except that:

    

    
       

      
        	
              	
                (a)

              	
                Nomura
      Code may disclose any information which becomes publicly available other
      than by reason of wrongful disclosure by Nomura
  Code;

              


      

    

    
       

      
        	
              	
                (b)

              	
                Nomura
      Code may disclose any information which its legal advisers conclude after
      consultation, to the extent practicable, with the Company and its legal
      advisers, is or may be necessary or desirable to be disclosed by law or
      rule or regulation or pursuant to any court or administrative order or
      ruling or in any pending legal or administrative proceeding or
      investigation or the requirement of any regulatory
    authority;

              


      

    

    
       

      
        	
              	
                (c)

              	
                Nomura
      Code may disclose any information to its employees and to any of its
      agents, legal and other professional advisers and, to any other person
      that Nomura Code considers necessary or desirable in order to perform any
      of the services contemplated herein. The Company acknowledges that it will
      not unreasonably withhold or delay such
consent;

              


      

    

    
       

      
        	
              	
                (d)

              	
                Nomura
      Code shall not be required to keep confidential information that becomes
      available to Nomura Code other than from the Company (and other than
      subject to an obligation of confidentiality to the Company);
      and

              


      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (e)

              	
                Nomura
      Code shall not be required to keep confidential information that is known
      by Nomura Code prior to the date of the engagement letter and in respect
      of which Nomura Code is not under an existing obligation of
      confidentiality to the Company, as evidenced by the written records of the
      Company or Nomura Code.

              


      

    

    
       

      
        	
                6. 

              	
                Conflicts of
      Interests

              


      

    

    
       

      
        	
              	
                (a)

              	
                Nomura
      Code and its affiliates are engaged in a wide range of designated
      investment business. This may give rise to situations where Nomura Code or
      its affiliates under the general law: (i) may have interests,
      relationships and/or arrangements which conflict with those of the Company
      whether in relation to the Engagement or otherwise; and/or (ii) may have
      other clients whose interests conflict with those of the Company
      (“Conflicts of Interests”).

              


      

    

    
       

      
        	
              	
                (b)

              	
                Nomura
      Code maintains and operates effective organisational and administrative
      arrangements with a view to taking all reasonable steps to prevent
      conflicts of interest from constituting or giving rise to a material risk
      of damage to the interests of its clients. Nomura Code’s full conflict of
      interest policy can be found on Nomura Code’s website at www.nomuracode.com.

              


      

    

    
       

      
        	
              	
                (c)

              	
                It
      is Nomura Code’s policy, in providing services to its clients, to do so on
      a consistent basis thus ensuring, so far as is practicable, that all
      clients are treated in a fair and equal
manner.

              


      

    

    
       

      
        	
              	
                (d)

              	
                So
      as expressly to override any duty, obligation or restriction which would
      otherwise apply by law, regulation or the FSA Rules, where a conflict of
      interest or potential conflict of interest arises between either the
      Company and Nomura Code or the Company and another customer for which
      Nomura Code has, or may have, or may have had a relationship, Nomura Code
      may provide services to the Company pursuant to this Agreement, and may
      provide services to other existing clients or future clients of Nomura
      Code notwithstanding the existence of any conflict of interest or
      potential conflict of
interest.

              


      

    

    
       

      
        	
              	
                (e)

              	
                The
      employees of Nomura Code assigned to the Engagement may (due, for example,
      to a Chinese Wall) be oblivious to, and in any event are required to
      disregard, any Conflicts of Interests and the Company agrees that Nomura
      Code may act for it despite any Conflicts of Interests and that any profit
      or remuneration from such interests may be retained by Nomura
      Code.

              


      

    

    
       

      
        	
              	
                (f)

              	
                The
      Company agrees that Nomura Code does not have a duty to disclose any
      matter that comes to its notice in the course of its business if doing so
      would constitute a breach of duty owed to any other
    persons.

              


      

    

    
       

      
        	
                7. 

              	
                Assignment

              


      

    

    
       

      The
rights of each party to this Agreement are personal to it and may not be
assigned without the prior written consent of the other
party.

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      
        	
                8. 

              	
                Indemnity

              


      

    

    
       

      Neither
the Company nor any of its affiliates shall make any claim against Nomura Code,
its affiliates, legal and other professional advisers, the respective directors,
officers, agents and employees of each of the foregoing and any person
controlling Nomura Code or any of its affiliates (together with Nomura Code
referred to herein as the “Nomura Code Persons”) to recover any loss or damage
which the Company, the directors of the Company, any investor in, guarantor of,
any lender of debt finance to the Company, or any subscriber/purchaser of any of
the securities issued/transferred in connection with the activities contemplated
by this Agreement or any subsequent purchaser or transferee thereof or any other
person may suffer or incur by reason of the proper fulfilment of its duties
under this Agreement, save and to the extent that such loss or damage arises
from the judicially determined negligence or wilful default, fraud or material
breach by Nomura Code or any other Nomura Code Person of its obligations under
this Agreement or its failure to comply with the provisions of the Financial
Services and Markets Act 2000 or a material breach of the Nomad Rules (together
“Regulatory Requirements”).


    

    
       

      The
Company hereby undertakes to indemnify and to hold Nomura Code and each and
every other Nomura Code Person harmless from and against all or any losses,
claims, actions, liabilities, expenses, demands, charges or proceedings
(together “Proceedings”) whatsoever in any jurisdiction brought or established
against Nomura Code or any other Nomura Code Person by any company (including
the Company), person, partnership, governmental agency or regulatory body
whatsoever (including, without limitation, all such costs, charges and expenses
as are reasonably paid or incurred by Nomura Code or any other Nomura Code
Person in responding to, disputing or considering any such actual or potential
actions, claims or demands or in enforcing its or their rights under this
indemnity) by reason of the proper performance by Nomura Code of its duties
under the Engagement and in particular but without limitation, against all or
any Proceedings brought or established against Nomura Code or any other Nomura
Code Person or which Nomura Code or any other Nomura Code Person may suffer or
incur in connection with or arising out of or related to:


    

    
       

      
        	
              	
                (a)

              	
                any
      of the Materials issued or supplied by the Company in connection with the
      Engagement, not containing or being alleged not to contain all information
      required to be stated therein or any statement therein (whether of fact,
      opinion, expectation or intention and including any forecast, projection
      or estimate) being or being alleged to be untrue, inaccurate, incomplete
      or misleading or as having been made negligently or otherwise without the
      required standard of skill and care or
  reasonableness;

              


      

    

    
       

      
        	
              	
                (b)

              	
                any
      of the Materials issued or supplied by the Company in connection with the
      Engagement, failing or being alleged to fail to disclose all material
      information necessary to enable an informed assessment to be made of the
      assets and liabilities, financial position, profits and losses, and
      prospects of the Company or of the rights attaching to any of the
      securities issued by the Company in connection with the
      Engagement;

              


      

    

    
       

      
        	
              	
                (c) 

              	
                any
      breach by the Company of any of its obligations under the
      Engagement;

              


      

    

    
       

      
        	
              	
                (d)

              	
                any
      failure or alleged failure by the Company to comply with any legal,
      statutory or regulatory requirement whether of the United Kingdom or
      elsewhere,

              


      

    

    
       

      save and
to the extent that in any such case, such loss or other matter as aforesaid
arises as a result of the judicially determined negligence or wilful default or
fraud of Nomura Code or the material breach by it of its obligations under this
Agreement or imposed on it under the Regulatory Requirements PROVIDED THAT any
such breach or contravention by any one Nomura Code Person shall not of itself
obviate this indemnity in favour of any other Nomura Code Person and the
provisions of this paragraph 8 shall be read and construed
accordingly.

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      If the
HMRC in the United Kingdom or any other taxing authority in any jurisdiction
brings into any charge to taxation (or into any computation of income or profits
for the purposes of any charge to taxation) any sum payable under this
indemnity, then the amount so payable shall be grossed up by such amount as will
ensure that after deduction of the taxation so chargeable there shall remain a
sum equal to the amount that would otherwise be payable under such indemnity
(such additional payments as are necessary to achieve this purpose being made by
the Company on demand from Nomura Code from time to time).

    

    
       

      This
indemnity shall extend to include all reasonable costs and expenses including
legal fees and expenses (together with any value added or equivalent tax
thereon) suffered or reasonably incurred by Nomura Code or any Nomura Code
Person in connection with claiming and/or enforcing its or their rights under
this indemnity.

    

    
       

      If at any
time any one or more of the provisions of this indemnity or any part of the
indemnity is or becomes invalid, illegal or unenforceable in any respect under
any law, the validity, legality and enforceability of the remaining provisions
of this indemnity shall not in any way be affected or impaired
thereby.

    

    
       

      This
indemnity confers benefits on any Nomura Code Person and, subject as set out
below, is intended to be enforceable by each Nomura Code Person by virtue of the
Contracts (Rights of Third Parties) Act 1999. No other party is intended to have
any other rights under the Agreement pursuant to that Act.

    

    
       

      The terms
of this Agreement may be rescinded or varied in any way without the consent of
any Nomura Code Person other than Nomura Code and no Nomura Code Person (other
than Nomura Code) may enforce, or take any step to enforce, any of the
provisions of this Agreement without Nomura Code’s prior written consent (at
Nomura Code’s absolute discretion), which may, if given, be given on and subject
to such terms and conditions as Nomura Code may determine.

    

    
       

      If, as a
result of any exclusion or limitation of liability agreed by the Company with
any other person, the amount for which Nomura Code is able to claim contribution
against such other person in connection with any claim by the Company against
Nomura Code arising out of or in connection with the Engagement is reduced, the
liability of Nomura Code to the Company in respect of such claim shall be
reduced by the amount by which the amount for which Nomura Code is entitled to
claim from such other person is reduced and the Company shall indemnify Nomura
Code in respect of any increased liability to any third party which would not
have arisen but for such exclusion or limitation.

    

    
       

      
        	
                9. 

              	
                Billing
      arrangements

              


      

    

    
       

      Payment
of any bill presented to the Company by Nomura Code is due within 30 days from
receipt of the invoice. If the Company does not pay any such bill within 30 days
of receipt, Nomura Code reserve the right to charge the Company interest on the
amount outstanding on a daily basis from the date payment is due. Interest will
be calculated at an annual rate which is the lower of (a) 2% per year above the
base rate from time to time of Lloyds TSB Bank pic and (b) the applicable rate
for payment of interest on judgment debts.

    

    
       

      
        	
                10. 

              	
                Legal and regulatory
      requirements

              


      

    

    
       

      The
Company confirms and undertakes that it possesses all necessary powers and has
obtained all necessary authorisations, consents and approvals validly and
lawfully to enter into the Engagement.

    

    
      

        
          
             


          

          
            5

            
              

            

          

          
             


          

        



    

    
      The
Company undertakes that (save as expressly disclosed to Nomura Code in writing)
it has and undertakes that it shall maintain all necessary consents and
authorisations which are necessary in relation to the Engagement. The Company
agrees that it will comply and will procure that all of its subsidiaries will
comply with all relevant laws and regulations applicable to it in any
jurisdiction including inter alia, in relation to the United States, all
relevant provisions of Delaware law and in relation to the United Kingdom, the
Companies Act 1985 and the Companies Act 2006 (if applicable), the Financial
Services and Markets Act 2000, the Nomad Rules, the AIM Rules for Companies, the
Prospectus Rules and the Disclosure and Transparency Rules published by the FSA,
the Criminal Justice Act 1993 and the rules of the London Stock Exchange and any
and all successors thereto and re-enactments thereof. In performing the
Engagement, Nomura Code is also subject to (as well as the range of applicable
laws) several rules and regulations and the requirements of various regulators.
The Company agrees that the duties of Nomura Code to it will not restrict the
freedom of Nomura Code to take all steps that it deems necessary in order for it
to comply with any applicable laws, rules and regulations.

    

    
      


      The
Company undertakes to obtain appropriate advice (including legal advice) in
respect of all laws and regulations which may be applicable to it in the UK or
any other jurisdiction in connection with any engagement and without incurring
any duty of care to Nomura Code and to communicate such advice to Nomura Code if
it is or may be relevant to the Engagement.

    

    
       

      
        	
                11. 

              	
                Miscellaneous

              


      

    

    
       

      
        	
              	
                (a)

              	
                This
      Agreement has been and is made solely for the benefit of the Company and
      Nomura Code, in the case of Nomura Code for itself and as trustee (with
      sole discretion as to acting in such capacity) for the benefit (and not
      the burden) of this Agreement for each of the other Nomura Code
      Persons.

              


      

    

    
       

      
        	
              	
                (b)

              	
                Nomura
      Code may process, store and retain by computer or otherwise any
      information (including personal data) obtained about the Company as a
      consequence of this and any other agreement the Company may enter into
      with Nomura Code. All collated information, including databases on which
      such information is stored, held by Nomura Code and other members of the
      Nomura Code is and shall remain the property of Nomura
    Code.

              


      

    

    
       

      
        	
              	
                (c)

              	
                This
      Agreement represents the entire agreement and understanding between the
      Company and Nomura Code in relation to the appointment of Nomura Code as
      joint broker to the Company.

              


      

    

    
       

      
        	
              	
                (d)

              	
                The
      Company has authorised Nomura Code to make such enquiries and obtain such
      references as it may consider necessary to fulfil its statutory
      obligations under the UK Money Laundering legislation (“the Money
      Laundering Evaluation”). This Agreement authorises Nomura Code to make
      such further enquiries and obtain such further references as it may from
      time to time consider necessary for continuing compliance with its
      statutory obligations under such legislation. Should Nomura Code be unable
      to satisfactorily complete the Money Laundering Evaluation in relation to
      the Company, it shall be entitled to terminate this Agreement and
      Engagement forthwith.

              


      

    

    
       

      
        	
              	
                (e)

              	
                Notices
      given pursuant to any of the provisions of this Agreement shall be in
      writing and shall be sent
      by facsimile transmission or personally delivered to: (a) The Company’s
      registered address, for the attention of the Chief Executive and
      (b) Nomura Code Securities Limited, 1 Carey Lane, London, EC2V 8AE, for
      the attention of Christopher Collins, or to such other address as either
      party may have notified to the other in accordance with this paragraph.
      Any such communication shall be deemed to have been received on the same
      day if sent by facsimile transmission on a working day, at 9.00 a.m. on
      the next working day in the place where left if personally delivered. A
      “working day” shall mean a day other than a Saturday or a Sunday or
      recognised public holiday in
England.

              


      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      
        	
              	
                (f)

              	
                If
      any provision of this Agreement contravenes the applicable regulations or
      law or shall be declared void or unenforceable by the Court or
      administrative body of competent jurisdiction, the validity of the
      remaining provisions of this Agreement shall not be affected
      thereby.

              


      

    

    
       

      
        	
              	
                (g)

              	
                Nomura
      Code may record telephone calls. These records (if made) will be the sole
      property of Nomura Code and may be used as evidence of orders or
      instructions given by the Company or agreements entered into by the
      Company with Nomura Code. Any recordings made shall be kept confidential
      and may not be disclosed to any third party unless required by law or
      order of a court of competent jurisdiction or the requirements of the
      Financial Services Authority or any other regulatory body or
      authority.

              


      

    

    
       

      
        	
              	
                (h)

              	
                The
      Company authorises Nomura Code to communicate in relation to this
      Agreement and/or the Engagement with all persons involved in this
      Agreement and/or the Engagement including, without limitation, its own
      employees and any third party advisers or agents, by means of electronic
      mail, including the internet, in addition to other means of communication.
      Nomura Code may refer to the Engagement for its marketing
      purposes.

              


      

    

    
       

      
        	
              	
                (i)

              	
                Unless
      otherwise agreed, Nomura Code may disclose to third parties that the
      Company is or has been a client in the past. The Company also grants
      Nomura Code a licence to use any of the Company’s trade marks, logos and
      service marks in respect of such
use.

              


      

    

    
       

      
        	
              	
                (j)

              	
                Unless
      expressly provided, none of the terms of this Engagement shall be
      enforceable by any person who is not a party to it, in accordance the
      Contracts (Rights of Third Parties) Act
1999.

              


      

    

    
       

      
        	
              	
                (k)

              	
                The
      Agreement (i) shall be deemed to
      be entered into once signed by the Company and Nomura Code and either
      executed copies are exchanged or are faxed back by the Company to Nomura
      Code and by Nomura Code to the Company and (ii) may be executed in two or
      more counterparts, each of which shall be deemed an original, but which
      together shall constitute one and the same
  instrument.

              


      

    

    
       

      
        	
              	
                (I)

              	
                Time
      is of the essence in relation to this Agreement and/or the Engagement with
      regard to (i) all payments to be made by the Company to Nomura Code and
      (ii) ail notices to be served by any party to this
    Agreement.

              


      

    

    
       

      
        	
              	
                (m)

              	
                These
      terms supersede any earlier terms of business that may have agreed with
      the Company and, in the absence of express agreement to the contrary,
      shall apply to the services referred to in the Engagement and all
      subsequent services Nomura Code provide the
  Company.

              


      

    

    
       

      
        	
              	
                (n)

              	
                Any
      term of this Agreement can be amended with the prior written consent of
      the Company and Nomura Code.

              


      

    

    
       

      
        	
                12. 

              	
                Waiver

              


      

    

    
       

      The
failure or delay by Nomura Code in exercising any right under the Engagement
shall not operate as a waiver of such right. The single or partial exercise
of any right under the Engagement by Nomura Code shall not prevent any other or
further exercise of such right or the exercise of any other right. No breach of
any provision of the Engagement by the Company will be waived except with the
express written consent of Nomura Code.

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      
        	
                13. 

              	
                Governing
      Law

              


      

    

    
       

      This
Agreement shall be governed by, and construed in accordance with, the laws of
England. Any suits, claims, causes of action or disputes arising under this
Agreement shall be brought in the courts of England and the Company hereby
consents to such jurisdiction.

    

    
      


       

      Information
about Nomura Code Securities Limited:

    

    
      Registered
office:

    

    
      1 Carey
Lane

    

    
      London,
EC2V 8AE

    

    
      (Registered
No. 4778512, England)

    

    
      
        	
                Telephone: 

              	
                020
      7776 1200

              


      

    

    
      
        	
                Facsimile: 

              	
                020
      7776 1201

              


      

    

    
      


       

      Nomura
Code Securities Limited is authorised and regulated by The Financial Services
Authority and is a member of the London Stock
Exchange.

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      Schedule
2

    

    
       

      Services

    

    
       

      
        	
                ■

              	
                Provision
      of general equity market advice, including advice on the Protein Therapy
      and general biopharmaceutical
sector.

              


      

    

    
       

      
        	
                ■ 

              	
                Liaison
      with the Company’s shareholders and potential investors, as
      appropriate.

              


      

    

    
       

      
        	
                ■

              	
                Assistance,
      in conjunction with the Company and its other advisers, in the preparation
      and communication of Company announcements and press releases including,
      but not limited to, preliminary and interim announcement of results,
      provided that responsibility for such announcements and releases rests
      with the Company.

              


      

    

    
       

      
        	
                ■ 

              	
                Advice
      in relation to investor relations activity and provision of investor
      relations services.

              


      

    

    
       

      
        	
                ■

              	
                Assistance,
      in conjunction with the Company’s other advisers, in the analysis of
      shareholder, analyst, press and other opinion of the Company and in the
      development of a communications
strategy.

              


      

    

    
       

      For the
avoidance of doubt, Nomura Code shall not be responsible for any due diligence
or advice provided to the Company by any other advisers and any appointment of
Nomura Code in relation to specific transaction of the Company shall be provided
for in a separate letter or agreement and the Company acknowledges that this is
neither an express nor an implied commitment by Nomura Code to act in any such
capacity in any transaction.

    


    
      
         


      

      
        9