EXHIBIT
10.19

    

      SCIENTIFIC ADVISORY BOARD
AGREEMENT

      


      THIS
AGREEMENT (the “Agreement”)
dated as of 22 October 2008 (“Effective Date”) is made by and between Medgenics,
Inc. located at 8000
Towers Crescent Drive, Suite 1300, Vienna, VA, 22182, USA (the “Company”); and 

       

      Anatole
Besarab, MD of Bloomfield, MI 48301, 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 1 (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 price of £0.10/share, 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. When granted, one third of these options shall be
      deemed to have vested as of the Effective Date of this Agreement and 2/3
      will vest over a 2 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 its 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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                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.

              


      

      


      
        	
                 
      

              	
                iii.

              	
                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 Medgenics, Inc. a Delaware corporation, if
      applicable.

              


      

      


      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 or 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 my performance of the Services will not violate any
      obligations it 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 it
      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
      Institution 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:

      


      Anatole
Besarab MD

      6478
Maple Hills Drive

      Bloomfield,
MI 48301, USA

      


      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. 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/ Anatole Besarab MD

                        
	 	 	 
	
                          Name:
      Andrew Pearlman

                        	 
      	
                          Name:
      Anatole Besarab MD

                        
	 	 	 
	
                          Title:
      Chief Executive Officer

                        	
                             

                        	
                          Title:
      Consultant

                        


                

              

            

          

        

      

      


      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