EXHIBIT 10.20

       

       

      SCIENTIFIC ADVISORY BOARD
AGREEMENT

       

      This AGREEMENT (The “Agreement”)
dated as of 11-25-09 (“Effective Date”) is made by and
between 

       

      Medgenics, Inc. located at
8000 Towers Crescent
Drive, Suite 1300, Vienna, VA, 22182.
USA (the “Company”);
and 

       

      Bruce Bacon, MD of St Louis, MO
USA (the “Advisor”).

       

      The
Company wishes to retain the Advisor as a member of the Company’s Scientific
Advisory Board; and the Advisor desires to perform such consulting services.
Accordingly, the parties agree as follows:

      


      
        
          	 	
                  1.

                	
                  Services.

                


        

      

      


      
        	
                 
      

              	
                a.

              	
                The
      Advisor will advise, consult for and on behalf of the Company’s
      management, employees and agents, at reasonable times, as requested by the
      Company for the Services set forth on Exhibit l (the “Description of Services”).

              


      

      


      
        	
                 
      

              	
                b.

              	
                Advisor
      will participate in 3-4 SAB meetings per year by phone. Additionally,
      Consultation of up to 2 hours per month on average may be sought by the
      Company by telephone, written correspondence or in person at the Advisor’s
      office and will involve reviewing activities and developments in the
      Company’s field of activity.

              


      

      


      
        
          	 	
                  2.

                	
                  The
      Advisor’s compensation will comprise 677,397 options for common shares
      exercisable for 5 years at the mid market trading price of the Company’s
      listed stock on the date the options are granted, subject to approval of
      the Board of Directors. The Advisor acknowledges that the Company is
      prohibited by the AIM Rules for Companies from granting such options at
      the date of this Agreement but that, subject as aforesaid, such options
      shall be granted as soon as practicable, lawful and otherwise permitted
      under the said Rules. These options shall vest in three equal increments
      over a 3 year period [starting from the Effective Date of this Agreement,
      however, vesting will be accelerated in case of a change of ownership. The
      Advisor will be paid $1,500 per day for in-person meetings. Reasonable
      expenses of the Advisor incurred at the request of the Company (including
      phone and other expenses incurred in the normal course of business on
      behalf of the Company and travel expenses incurred in connection with
      Company related business in accordance with the Company’s travel policy)
      will be reimbursed promptly by the Company, subject to customary
      verification and prior written
approval.

                


        

         

      

      
        
          	 	
                  3.

                	
                  Term.
      The term of this Agreement will begin on the Effective Date of this
      Agreement and will end on the third anniversary of this Agreement or upon
      earlier termination as provided below (the “Term”); provided that the Term may
      be renewed for successive one-year periods. This Agreement may be
      terminated at any time upon written notice by either
      party.

                


        

      

       

      SAB
Advisory Agreement   Page 1 of 8


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          	 	
                  4.

                	
                  Confidentiality
      and prohibited
dealings.

                


        

      

      


      
        	
                 
      

              	
                a.

              	
                The
      Advisor acknowledges that, during the course of performing his services
      hereunder, the Company will be disclosing information to the Advisor
      (“Confidential Information”) which
      is owned by the Company. The Advisor acknowledges that the Company’s
      business is extremely competitive, dependent in part upon the maintenance
      of secrecy, and that any disclosure of the Confidential Information would
      likely result in serious harm to the
Company.

              


      

      


      
        	
                 
      

              	
                b.

              	
                The
      Advisor agrees that the Confidential Information will be used by the
      Advisor only in connection with consulting activities hereunder, and will
      not be used for any other purpose.

              


      

      


      
        	
                 
      

              	
                c.

              	
                The
      Advisor agrees not to disclose, directly or indirectly, the Confidential
      Information to any third person or entity, other than representatives or
      agents of the Company. The Advisor agrees not to use the Confidential
      Information for any purposes other than explicitly permitted under this
      Agreement. The Advisor will treat all such information as confidential and
      proprietary property of the
Company.

              


      

      


      
        	
                 
      

              	
                d.

              	
                The
      Advisor may disclose any Confidential Information that is required to be
      disclosed by law, government regulation or court order. If disclosure is
      required, the Advisor will give the Company advance notice so that the
      Company may seek a protective order or take other action reasonable in
      light of the circumstances.

              


      

      


      
        	
                 
      

              	
                e.

              	
                The
      Advisor hereby acknowledges that he is aware that the Company is a company
      whose issued shares have been admitted to trading on the AIM market of the
      London Stock Exchange. Information imparted and/or to be imparted by the
      Company to the Advisor regarding the Company and/or the Company’s
      subsidiary is or may be “inside information” relating to the Company
      and/or the securities of the Company within the meaning of the UK’s
      Criminal Justice Act 1993. As such, the Advisor may hereafter become “an
      insider” in relation to the Company. The Advisor hereby agrees to being
      made an insider and that, entirely without prejudice to the generality of
      the foregoing provisions hereof, that he will
  not:

              

    

      
        	
                 
      

              	
                (i)

              	
                use
      Confidential Information in relation to the Company and/or its subsidiary
      to deal or encourage any other person to deal in securities of the
      Company. For the purposes of the foregoing the term “deal” is to be
      construed in accordance with the UK’s Criminal Justice Act
      1993;

              


      

       

      SAB
Advisory Agreement   Page 2 of 8


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                (and
      will use his best endeavours to procure that none of his related,
      connected or associated parties will) without the Company’s prior written
      consent directly or indirectly by purchase or otherwise, acquire
      (conditionally or otherwise), offer to acquire, or agree to acquire
      ownership or options to acquire such ownership or any rights whatsoever in
      respect of any share capital in the Company (or otherwise act in concert
      with any person who so acquires, offers to acquire or agrees to acquire)
      whilst any such information shall be and remain “inside
      information”.

              


      

       

      
        
          	 	
                  5.

                	
                  Intellectual
      Property

                


        

      

       

      
        	
                 
      

              	
                a.

              	
                The
      Advisor recognizes that the Company is engaged in a continuous program of
      research, development, and production respecting its business. The Company
      possesses or has rights to information that has been created, discovered,
      developed or otherwise become known to the Company (including information
      developed by, discovered by or created by Advisor which arises out of the
      consulting relationship with the Company) that has commercial value in its
      business (“Proprietary Information”). For example, Proprietary Information
      includes without limitation inventions (whether or not patentable), patent
      applications trade secrets, discoveries, experiments, research concepts
      ideas, techniques, methods, processes, testing procedures, formulas,
      compositions, data, know-how, computer programs, computer code,
      improvements in the foregoing, as well as names and expertise of
      employees, consultants, customers and prospects, and technical, business,
      financial, marketing customer and product development plans, forecasts,
      strategies and any other information relating to the Company’s business
      and/or fields of interest.

              


      

      


      
        	
                 
      

              	
                b.

              	
                The
      Advisor understands that the advisory relationship creates a relationship
      of confidence and trust between Advisor and the Company with respect to
      any (i) Proprietary Information or (ii) confidential information
      applicable to the business of any customer of the Company or other entity
      with which the Company does business and that it learns in connection with
      the advisory relationship. At all times, both during the consulting
      relationship with the Company and after its termination, Advisor will keep
      in confidence and trust all such information, and Advisor will not use or
      disclose any such information without the written consent of the Company,
      except as may be necessary in the ordinary course of performing its duties
      to the Company. This obligation shall end whenever such information enters
      the public domain and is no longer confidential or
      proprietary.

              


      

      


      
        	
                 
      

              	
                c.

              	
                In
      addition, the Advisor hereby
agrees:

              


      

      
        	
                 
      

              	
                i.

              	
                All
      Proprietary Information shall be the sole property of the Company and its
      assigns, and the Company and its assigns shall be the sole owner of all
      patents, copyrights, trade secrets and other proprietary rights in
      connection therewith. Advisor hereby assigns to the Company any rights it
      may have or acquire in such Proprietary Information. Advisor specifically
      agrees that the foregoing assignment shall include any and all rights it
      may have, had, acquire, or acquired in the Proprietary Information of
      Medgenics, Inc., and a Delaware corporation, if applicable. Additionally,
      Advisor agrees to perform all reasonable acts requested by the Company or
      its representatives to perfect and enforce such
  rights.

              


      

       

      SAB
Advisory Agreement   Page 3 of 8


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                b.

              	
                All
      documents or other media, records apparatus, equipment and other physical
      property whether or not pertaining to Proprietary Information, furnished
      to the Advisor by the Company or produced by Advisor or others in
      connection with the consulting relationship shall be and remain the sole
      property of the Company. Advisor shall return and deliver all such
      property of the Company immediately as and when requested by the Company.
      The Advisor shall return and deliver all such property (including any
      copies thereof) upon request and, even without any request, upon
      termination of the consulting
relationship.

              


      

      


      
        	
                 
      

              	
                c.

              	
                During
      the advisory relationship with the Company, the Advisor will not engage in
      providing advisory services to other entities in the field of ex
      vivo genetic
      modification of autologous tissue.

              


      

      


      
        	
                 
      

              	
                d.

              	
                Advisor
      will promptly disclose to the Company all improvements, inventions, works
      of authorship, trade secrets, computer programs, designs, formulas, mask
      works, ideas, processes, techniques, know-how and data, whether or not
      patentable (“Inventions”) that relate to the subject matter of my advising
      and that are conceived, developed or learned by the Advisor, either alone
      or jointly with others, during the term of the advisory
      relationship.

              


      

      


      
        	
                 
      

              	
                e.

              	
                During
      the term of the advising and for twelve (12) months thereafter, the
      Advisor will not solicit any employee of the Company to leave the Company
      for any reason or to devote less than all of any such employee’s efforts
      to the affairs of the Company.

              


      

      


      
        	
                 
      

              	
                f.

              	
                All
      Inventions that Advisor conceives, develops or learns (in whole or in
      part, either alone or jointly with others) in connection with performance
      of its advising for the Company or that uses the Company’s Proprietary
      Information shall be the sole property of the Company and its assigns (and
      to the extent permitted by law shall be works made for hire). The Company
      and its assigns shall be the sole owner of all trade secret rights,
      patents, copyrights and other proprietary rights anywhere in the world in
      connection therewith, and Advisor hereby assigns to the Company any rights
      it may have or acquire in such Inventions. Advisor specifically agrees
      that the foregoing assignment shall include any and all rights, title and
      interest Advisor may have, had, acquired or acquire in Inventions made
      conceived, developed, acquired or first reduced to practice by Advisor (in
      whole or in part, either alone or jointly with others) while Advisor was
      rendering services to the Company or its subsidiaries or
      affiliates.

              


      

       

      SAB
Advisory Agreement   Page 4 of 8


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                g.

              	
                With
      regard to Inventions described in (f) above, Advisor will assist the
      Company or its assigns in every proper way (but at the Company’s expense)
      to obtain and from time to time enforce patents, copyrights on the
      Inventions in any and all countries, and to that end Advisor will execute
      all appropriate documents. This obligation shall continue beyond the
      termination of the consulting relationship, but the Company shall then
      compensate Advisor at a reasonable rate for time spent. If the Company is
      unable for any reason whatsoever to secure signature to any such document
      (including renewals, extensions, continuations, divisions or continuations
      in part), Advisor hereby irrevocably designates and appoints the Company
      and its duly authorized officers and agents, as its agents and
      attorneys-in-fact to act for and in my behalf and instead of Advisor, but
      only for the purpose of executing and filing such documents and doing all
      other lawful permitted acts to accomplish the foregoing with the same
      legal force and effect as if done by
Advisor.

              


      

       

      
        	
                 
      

              	
                h.

              	
                As
      a matter of record Advisor attaches hereto (as Exhibit 2) a list of
      existing inventions or improvements relevant to the subject matter of the
      advisory relationship with the Company that have been made or conceived or
      first reduced to practice by Advisor alone, or jointly with others, prior
      to rendering services as an advisor to the Company that Advisor desires to
      remove from the operation of the Agreement, and Advisor covenants that
      such list is complete.

              


      

      


      
        	
                 
      

              	
                i.

              	
                Advisor
      represents that execution of the Agreement, the advisory relationship with
      the Company and the performance by Advisor of the Services will not
      violate any obligations the Advisor may have to any person or entity,
      including the obligation to keep confidential any proprietary information
      of that person or entity. Advisor has not entered into any agreement in
      conflict with this Agreement or the advisory relationship with the
      Company. Advisor represents that the Advisor will not disclose to the
      Company or induce the Company to use any confidential or proprietary
      information or material belonging to any previous employers, clients, or
      others.

              


      

      


      
        
          	 	
                  6.

                	
                  Use
      of Name.
      It is understood that the name of the Advisor and Advisor’s affiliation
      with the Advisor’s current employer will appear in disclosure documents
      required by securities laws, and in other regulatory and administrative
      filings; and in the ordinary course of the Company’s
      business.

                


        

      

       

      
        
          	 	
                  7.

                	
                  No
      Conflict: Valid and Binding. The Advisor represents that neither the execution of this
      Agreement nor the performance of the Advisor’s obligations under this
      Agreement will result in a violation or breach of any other agreement by
      which the Advisor is bound. The Company represents that this Agreement has
      been duly authorized and executed and is a valid and legally binding
      obligation of the Company, subject to no conflicting
      agreements.

                


        

      

       

      SAB
Advisory Agreement   Page 5 of 8


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                	
                  8.

                	
                  Notices.
      Any notice provided under this Agreement shall be in writing and shall be
      deemed to have been effectively given (i) upon receipt when delivered
      personally, (ii) one day after sending when sent by private express mail
      service (such as Federal Express), or (iii) 5 days after sending when sent
      by regular mail to the following
  address:

                


        

      

       

      In the
case of the Company:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                      

                                                
	
                                                      

                                                
	
                                                  Office

                                                	 
        
	
                                                  Fax

                                                	
                                                      

                                                
	 	 
	Attention:
      Dr.
      Andrew L. Pearlman
	               
      Chief Executive
Officer


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      With a
copy to:

       Pearl
Cohen Zedek Latzer, LLP

      1500
Broadway, 12th Floor

      New York,
NY 10036

      Tel:
646-878-0804

      Fax:
646-878-0801

       

      Attention:
Mark S. Cohen

      


      In the
case of the Advisor:

      


      
        
          
            
              
                
                  	
                          Bruce R. Bacon, MD

                        
	
                          1228
      Tammany Lane

                        
	
                          St.
      Louis, MO
63131

                        


                

              

            

          

        

      

      


      or to
other such address as may have been designated by the Company or the Advisor by
notice to the other given as provided herein.

      


      
        
          9.    
Independent
Contractor.
Withholding. The Advisor will at all times be an independent contractor, and as
such will not have authority to bind the Company. Advisor will not act as an
agent nor shall he be deemed to be an employee of the Company for the purposes
of any employee benefit program, unemployment benefits, or otherwise. The
Advisor recognizes that no amount will be withheld from his compensation for
payment of any federal, state, or local taxes and that the Advisor has sole
responsibility to pay such taxes, if any, and file such returns as shall be
required by applicable laws and regulations. Advisor shall not enter into any
agreements or incur any obligations on behalf of the
Company.

        

      

       

      SAB
Advisory Agreement   Page 6 of 8


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          10.  
Assignment.
Due to the personal nature of the services to be rendered by the Advisor, the
Advisor may not assign this Agreement. The Company may assign all rights and
liabilities under this Agreement to a subsidiary or an affiliate or to a
successor to all or a substantial part of its business and assets without the
consent of the Advisor. Subject to the foregoing, this Agreement will inure to
the benefit of and be binding upon each of the heirs, assigns and successors of
the respective parties.

        

      

       

      
        
          11.  
Severability.
If any provision of this Agreement shall be declared invalid, illegal or
unenforceable, such provision shall be severed and the remaining provisions
shall continue in full force and effect.

        

      

       

      
        
          12.  
Remedies.
The Advisor acknowledges that the Company would have no adequate remedy at law
to enforce the provisions of Sections 4 and 5 above. In the event of a violation
by the Advisor of such Sections, the Company shall have the right to obtain
injunctive or other similar relief, as well as any other relevant damages,
without the requirement of posting bond or other similar
measures.

        

      

       

      
        
          13.  
Governing
Law; Entire Agreement;
Amendment. This Agreement shall be governed by the substantive laws of New York
and under the exclusive jurisdiction of the New York
courts.

        

      

      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

      


      
        
          
            	
                    Medgenics,
      Inc.

                  	 
      	
                    ADVISOR

                  
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Andrew Pearlman

                  	 
      	
                    By:

                  	
                    /s/ Bruce R. Bacon

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Name: 

                  	
                    Andrew Pearlman

                  	 
      	
                    Name: 

                  	
                    Bruce R. Bacon

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Title:

                  	
                    Chief
      Executive Officer

                  	 
      	
                    Title:

                  	
                    Professor of
      Internal Medicine

                  


          

        

      

      


      SAB
Advisory Agreement   Page 7 of 8


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
1

      Description
of Services

       

      Advising
the Company including:

      


      
        	
                 
      

              	
                1)

              	
                Participating
      as a member of the Scientific Advisory
Board

              


      

       

      
        	
                 
      

              	
                2)

              	
                Guiding
      the general scientific, business, laboratory, and medical direction of the
      company;

              


      

       

      
        	
                 
      

              	
                3)

              	
                Reviewing
      the goals and plans of the Company and developing strategies for achieving
      them;

              


      

       

      
        	
                 
      

              	
                4)

              	
                Identifying
      and developing relationships with potential strategic
      partners;

              


      

       

      
        	
                 
      

              	
                5)

              	
                Interacting
      with potential investors, stockholders, and strategic or corporate
      partners;

              


      

       

      
        	
                 
      

              	
                6)

              	
                Identifying
      and reviewing promising scientific developments and intellectual property;
      and

              


      

       

      
        	
                 
      

              	
                7)

              	
                Providing
      advice and guidance in the Company’s scientific research and product
      development activities.

              


      

       

      SAB
Advisory Agreement   Page 8 of 8