EXHIBIT 10.31

     

    STRINGER
SAUL

    


    DATED
19th June
2007

    


    (1)           PROPHARMA
PARTNERS LIMITED

    


    and

     

    (2)           MEDGENICS,
INC.

     

    and

     

    (3)           MEDGENICS
MEDICAL ISRAEL, LTD.

    
 

    
      
 

    AGREEMENT

     


      
        

      

    

    


    17
Hanover Square London W1S 1HU

    Tel: 020
7917 8500 Fax: 020 7917 8555


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    THIS AGREEMENT is made the 19th day of
June 2007

    


    BETWEEN:

    


    
      	
              (1)

            	
              PROPHARMA PARTNERS LIMITED a company
      incorporated pursuant to the laws of England and Wales and having its
      registered office at 5th Floor, Hanover Square, London W1S 1HU,
      United Kingdom (hereinafter referred to as “ProPharma”);
    and

            


    

    


    
      	
              (2)

            	
              MEDGENICS, INC. a company having a place
      of business at 8000 Towers Crescent Drive, Suite 1300, Vienna, VA 22182,
      USA and

            


    

    


    MEDGENICS MEDICAL ISRAEL, LTD. a company having
a place of business at Hanapach 12 Karmiel, Israel (hereinafter separately or
together referred to as “the Company”).

    


    WHEREAS:

    


    
      	
              A

            	
              ProPharma
      is engaged in the business of providing consultancy services to the
      pharmaceutical industry in relation to pharmaceutical products and has
      considerable skill, knowledge and experience in that
  field.

            


    

    


    
      	
              B

            	
              the
      Company wishes to engage ProPharma to carry out the Service (as defined
      below) and ProPharma has agreed to carry out the Service for the Company
      on the terms set forth below

            


    

    


    THE PARTIES AGREE as follows:

    


    
      	
              1

            	
              Definitions

            


    

    


    
      	
              1.1

            	
              In
      this agreement the following words and phrases shall have the respective
      following meanings except where the context requires
      otherwise:

            


    

    


    
      	
            	
              “Confidential
      Information”

            	
              means
      any information oral, visual or written that is disclosed, pursuant to
      this agreement, by the Company or its Affiliates to ProPharma or its
      Affiliates, employees, contractors or agents including but not limited to
      such information and data embodied in the Materials, the content of any
      report prepared, advice given or other work product produced hereunder,
      any other information generated in the course of provision of the Service
      and any information relating to The Company or its Affiliates and their
      products, designs, business operations, marketing plans, customer lists,
      pricing methods, personnel and organisational
  data;

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
            	
              “Consultancy
      Fee”

            	
              means
      that part of the Total Fee which is calculated in accordance with Schedule
      2;

            


    

    


    
      	
            	
              “Expenses”

            	
              means
      those travel, subsistence and other out-of-pocket expenses reasonably
      incurred by ProPharma in the provision of the
  Service;

            


    

    


    
      	
            	
              “Materials”

            	
              means
      all tangible materials made available by or on behalf of the Company to
      ProPharma in contemplation of or pursuant to this agreement or in the
      course of providing the Service;

            


    

    


    
      	
            	
              “Service”

            	
              means
      the advisory and consultancy services to be provided by ProPharma to the
      Company, full particulars of which are set out in Schedule 1 and the
      Appendix hereto;

            


    

    


    
      	
            	
              “Total
      Fee”

            	
              means
      the total consideration for the performance of the Service being the sum
      of the Consultancy Fee and the reimbursement of the
    Expenses.

            


    

    


    
      	
              1.2

            	
              The
      headings used are only for convenience and shall not affect interpretation
      of this agreement.

            


    

    


    
      	
              1.3

            	
              The
      terms of this agreement shall be deemed to include the provisions of the
      Schedules provided that in all respects the terms and conditions in the
      body of this agreement shall override any conflicting or amending
      provision contained in any Schedule or
  attachment.

            


    

    


    
      	
              1.4 

            	
              Reference
      to the singular shall include the plural and to masculine shall include
      feminine and vice versa.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              11 

            	
              Notices

            


    

    


    
      	
              11.1

            	
              Any
      notice given under or in connection with this agreement by either party to
      the other shall be in writing and shall be served by sending the same
      by registered post or recorded delivery or by leaving it at the address of
      the relevant party specified at the beginning of this agreement or at such
      other substitute address of which the parties may give notice from time to
      time in accordance with this
clause.

            


    

    


    
      	
              12 

            	
              Entire
      Agreement

            


    

    


    
      	
              12.1

            	
              This
      agreement (including the proposal set out in the Appendix hereto) contains
      the entire understanding and agreement of the parties with respect to the
      subject matter hereof and supersedes any prior representation or agreement
      written or oral. No amendment or waiver of any provision of this agreement
      or right arising therefrom shall be effective unless made in writing and
      agreed to in writing by an authorised signatory of each
    party.

            


    

    


    
      	
              12.2

            	
              If
      any provision of this agreement shall be declared illegal or void it shall
      be considered severed from this agreement without so far as possible
      affecting any other provision
hereof.

            


    

    


    
      	
              13 

            	
              Governing Law and
      Jurisdiction

            


    

    


    
      	
              13.1

            	
              This
      agreement is governed by and shall be construed in all respects with the
      laws of England and the parties hereby submit to the jurisdiction of the
      English courts.

            


    

    


    IN
WITNESS whereof, the parties have executed this agreement the day and year first
above written.

    


    
      
        
          
            
              
                
                  	
                          Signed
      by:

                        	
                          /s/ Peter J. Cozens

                        	 	
                          Signed
      by:

                        	
                          /s/ Andrew L. Pearlman

                        
	 	 	 	 	 
	
                          Name:

                        	
                          Peter J. Cozens

                        	 	
                          Name:

                        	
                          Andrew L. Pearlman

                        
	 	 	 	 	 
	
                          Position:

                        	
                          Principal

                        	 	
                          Position:

                        	
                          CEO

                        
	
                          duly
      authorised for and on behalf

                        	 	
                          duly
      authorised for and on behalf

                        
	
                          of PROPHARMA PARTNERS

                        	 	
                          of
      MEDGENICS, INC. and MEDGENICS

                        
	
                          LIMITED

                        	 	
                          MEDICAL
      ISRAEL,
LTD.

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
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