EXHIBIT 10.21

       

      ADVISORY BOARD
AGREEMENT

       

      This AGREEMENT (this “Agreement”),
dated as of June 9th, 2010, is made by and between
Medgenics, Inc., located at 8000 Towers Crescent Drive, Suite 1300, Vienna, VA, 22182 USA (the “Company”); and 


      Burt
Rosen of McLean, Virginia (the “Advisor”).

       

       The
Company wishes to retain the Advisor as a member of the Company’s Scientific
Advisory Board (to be retitled the Strategic Advisory Board) (the “SAB”) and the Advisor desires to perform the
advisory and consulting services described below. 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 and shall provide the Services set forth on Exhibit
    1.

              


      

      


      
        	
                 
      

              	
                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.

              


      

      


      
        	
                 
      

              	
                c.

              	
                For
      purposes of this Agreement, the “Effective Date” shall be the earlier of the
      date of this Agreement set forth above, and the date the Company issues a
      press release regarding the appointment of
  Advisor.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Compensation.

              


      

      
        


        
          	
                   
      

                	
                  a.

                	
                  In
      connection with the execution of this Agreement, the Company will issue to
      Advisor options to purchase 667,397 shares of common stock of the Company,
      having $0.0001 par value per share (the “Common Stock”), exercisable for
      10 years at an exercise price to be calculated as the average of the
      Applicable Daily Closing Share Price (as defined below) for the 10 trading
      days prior to the date of formal approval of the grant of options by the
      Board of Directors. The Advisor acknowledges that the Company may be
      prohibited by the AIM Rules for Companies (the “AIM Rules”) from granting such options on
      the Effective Date, but that, subject to the approval of the Board of
      Directors, such options shall be granted as soon as practicable, lawful
      and otherwise permitted under the AIM Rules. These options shall vest in
      three equal increments over a 3-year period starting from the grant date
      of the options; however, vesting will be accelerated in case of a change
      of ownership pursuant to the terms set forth in the option grant
      agreement.

                


        

      

       

      SAB
Advisory Agreement Page 1 of 9


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                b.

              	
                For
      in-person meetings, the Advisor will be issued a number of shares of
      Common Stock for each day of meetings equal to the quotient of (x) $1,500,
      divided by (y) the average of the Applicable Daily Share Closing Price for
      the 10 trading days prior to the date of such in-person
      meeting.

              


      

      


      
        	
                 
      

              	
                c.

              	
                For
      purposes of Section 2(a) and 2(b) above, the “Applicable Daily Closing Share
      Price” shall be calculated
      on a given date as (x) if the Common Stock is listed on a U.S. national
      securities exchange, the last closing trade price of the Company’s Common
      Stock, as reported by Bloomberg, L.P., on that date, or (y) if the Common
      Stock is not listed on a U.S. national securities exchange, the closing
      price of the Company’s Common Stock as reported on the MEDU ticker listed
      on the London Stock Exchange AIM market on that
  date.

              


      

      


      
        	
                 
      

              	
                d.

              	
                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.

              


      

      
        
        

      

      


      
        	
                 
      

              	
                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 the advisory and 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.

              


      

      


      SAB
Advisory Agreement Page 2 of 9



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                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
      who’s 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;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                (and
      will use his best endeavors 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 with respect to 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 advisory and 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, and
      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.

              


      

       

      SAB Advisory
Agreement Page 3 of 9

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                b.

              	
                The
      Advisor understands that the advisory and consulting 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 and consulting relationship. At all times,
      both during the Term hereunder 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 the
      Company and its subsidiaries, if applicable. Additionally, Advisor agrees
      to perform all reasonable acts requested by the Company or its
      representatives to perfect and enforce such
  rights.

              


      

      


      
        	
                 
      

              	
                ii.

              	
                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.

              


      

      


      
        	
                 
      

              	
                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.

              


      

       

      SAB Advisory Agreement Page 4 of 9

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                e.

              	
                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.

              


      

      


      
        	
                 
      

              	
                f.

              	
                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.

              


      

       

      
        	
                 
      

              	
                g.

              	
                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.

              


      

       

      
        	
                 
      

              	
                h.

              	
                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.

              


      

       

      SAB Advisory Agreement Page 5 of
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      6.

              	
                Non-Compete;
      Non-Solicitation.

              


      

       

      
        	
                 
      

              	
                a.

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

              


      

      


      
        	
                 
      

              	
                b.

              	
                During
      the Term and for twelve (12) months after the termination of the Term for
      any reason, 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 full efforts to the affairs of the
  Company.

              


      

       

      
        7.
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.

      

      


      
        
          8.
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.

           

          9.
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:

      


        
Medgenics, Inc.

        
POB 14 Misgav Business Park

        
Misgav, 20179 ISRAEL

        
Office +972-4-9028900

        
Fax +972-4-9990114

      


        
Attention: Dr. Andrew L. Pearlman

                                      
Chief Executive Officer

       

      SAB Advisory Agreement Page 6 of
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      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:

      


        
Burt Rosen

        
6719 Lucy Lane

        
McLean, Virginia 22101

      


      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.

      


      
        	
                 
      

              	
                10.

              	
                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.

              


      

       

      
        	
                 
      

              	
                11.

              	
                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.

              


      

      


      
        	
                 
      

              	
                12.

              	
                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.

              


      

      


      
        	
                 
      

              	
                13.

              	
                Remedies. The Advisor
      acknowledges that the Company would have no adequate remedy at law to
      enforce the provisions of Sections 4, 5 and 6 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.

              


      

       

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                14.

              	
                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. This Agreement represents the entire
      agreement between the parties relating to the subject matter hereof and
      supersedes all prior oral or written agreements between the Company and
      Advisor. No provision of this Agreement may be amended other than by an
      instrument in writing signed by the Company and Advisor. No waiver shall
      be effective unless it is in writing and signed by an authorized
      representative of the waiving
party.

              


      

      


      
        
          	
                	
                  15. 

                	
                  Counterparts. This Agreement may be
      executed in two or more identical counterparts, all of which shall be
      considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered by facsimile
      transmission or by an e-mail which contains a portable document format
      (.pdf) file of an executed signature page, such signature page shall
      create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if
      such signature page were an original
thereof.

                


        

      

      


        
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/ Burt Rosen

                
	
                  Name:
      Dr. Andrew L. Pearlman

                	 
      	 
      	
                   Burt
      Rosen

                
	
                  Title:
      Chief Executive Officer

                	 
      	 
      	 
      


        

      

       

      SAB Advisory
Agreement Page 8 of 9

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      EXHIBIT
1

      Description
of Services

      


      Advising
the Company including:

      


      
        	
                 
      

              	
                1)

              	
                Participating
      as a member of the SAB;

              


      

      


      
        	
                 
      

              	
                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;

              


      

      


      
        	
                 
      

              	
                7)

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

              


      

      


      
        	
                 
      

              	
                8)

              	
                Other
      functions as may be agreed with the
Company.

              


      

       

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