Filed by sedaredgar.com - MabCure, Inc. - Exhibit 10.10






Exhibit 10.10 

DIRECTOR AGREEMENT 

          THIS
DIRECTOR AGREEMENT, (“Agreement”), is entered into this
17th day of April 2009 (the “Effective Date”), by and between
MabCure, Inc., a Nevada corporation (“MabCure"), and David S.
Frank, as Managing Director of MEDx Associates LLC, a New Jersey Limited
Liability Company (the "Director"). 

          WHEREAS,
the Director represents that he is ready, willing, and able to be a member of
the Board of Directors of MabCure; and

          WHEREAS,
the Board of Directors of MabCure wishes to appoint the Director to the Board of
Directors to fulfill a vacancy on the current Board of Directors in accordance
with the terms and conditions set forth herein;

          NOW,
THEREFORE, in consideration of the mutual promises hereinafter
contained, the Parties hereto agree as follows: 

1.       Scope of Services


          1.1     
The Director shall act as a member of the Board of Directors by participating in
up to 4 meetings of the Board of Directors each year and providing all services
pertaining to such meetings as requested of the Directors by MabCure and
required pursuant to the Bylaws of the Company and the laws of Nevada (the
"Services"). 

          1.2      Director
shall perform additional services as mutually agreed and in accordance with the
instructions of the Board of Directors pari passu with other directors of
MabCure.

2.       Consideration for
Services. 

          2.1      Annual
Compensation; Grant of Options. As annual compensation for your services
rendered as a Director, MabCure shall pay the Director an aggregate annual
compensation of US$4,000 payable in arrears in four equal quarterly installments
of $1,000 each, subject to deductions required to be made by MabCure under all
applicable laws. In the event that the MabCure Board of Directors shall
establish committees of the Board of Directors, and you become a member of such
a committee, an additional annual payment of $8,000 shall be made for your
services on one or more committees of the Board of Directors. As consideration
for the provision of the Services, MabCure shall grant you as a Director,
120,000 options to purchase 120,000 shares of common stock of MabCure, at an
exercise price of $1.00, the fair market value of such shares as of the date of
this Agreement (the “Options”). Subject to the approval of the MabCure stock
option plan, the Options shall be granted to the Director pursuant to the plan.
The Options shall vest pursuant to the vesting schedule attached as Exhibit
A. The Options shall be exercisable until the Expiration Date set forth in
Exhibit A in numbers of whole shares.




          2.2      Expenses.
MabCure shall reimburse Director for all pre-approved or post-approved,
reasonable, and actual expenses incurred by the Director in the course of the
Director's provision of the Services in accordance with this Agreement,
including reasonable travel expenses, incurred by Director in the performance of
the Services. 

3.       Confidential Information

          3.1     
Each party acknowledges that in connection with its duties hereunder it may be
provided with or have access to written information data and/or other
confidential material ("the Information") which is proprietary and/or
confidential to the other party, and which is so marked proprietary and/or
confidential or which it would be reasonable to assume was proprietary or
confidential due to the nature of the Information disclosed. Both parties agree
to keep confidential all such Information and shall not disclose the same either
in whole or in part to any third party without the other party's prior written
consent. Information which is already in the public domain or which is known to
the receiving party without a breach of this or any other Agreement or any other
obligation of confidentiality shall not be treated as confidential for the
purposes of this Agreement. 

          3.2     
Upon termination of this Agreement, the Director shall (a) immediately cease
using the Information, (b) promptly return to MabCure all tangible embodiments
of the Information, and (c) promptly certify in writing the Director's
compliance with this obligation. Notwithstanding the foregoing, Counsel for the
Director may retain one copy of MabCure’s Information solely for archival
purposes. 

          3.3     
In the event that a party breaches a provision of this Section 3, the damage to
the other party may be irreparable. Therefore, in the event of a breach or
threat of breach, the owner of the Information shall be entitled to request
equitable relief to restrain such breach or threat of breach, in addition to any
other relief available at law or in equity. 

          3.4      As
additional protection for MabCure’s Information, the Director agrees that during
the period over which it is to be providing Services and for one year
thereafter, the Director (a) will not encourage or solicit any employee or
Director of MabCure to leave MabCure for any reason, (b) will not engage in any
activity that is in any way competitive with the business or demonstrably
anticipated business of MabCure, and (c) will not assist any other person or
organization in competing or in preparing to compete with any business or
demonstrably anticipated business of MabCure.

          3.5     
For purposes of clarification, MabCure acknowledges that the Director may
provide consulting services to other companies in the field of antibody
detection. In such a case, however, the Director commits to disclose to MabCure
the general nature of the services being provided and to ensure that (a)
MabCure’s Information is not 

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disclosed to the other entity, (b) that the other entity's
confidential information is not disclosed to MabCure, and (c) the Director does
not have a conflict of interest. 

4.       Intellectual Property
  Rights

          4.1      All
  right, title, and interest in and to all deliverables, and any discovery, invention,
  improvement, patent, works of authorship, or other proprietary technical and
  programming data conceived, discovered, or developed by the Director in the
  course of the performance of the Services (the “Discoveries”), including
  all rights in copyrights or other intellectual property rights pertaining to
  the deliverables or the Discoveries shall belong exclusively to MabCure. All
  deliverables and Discoveries shall, to the extent possible, be considered works
  made by the Director for hire for the benefit of MabCure. In the event that
  the deliverables or Discoveries cannot constitute work made by the Director
  for hire for the benefit of MabCure under applicable law, or in the event that
  the Director should otherwise retain any rights to any deliverables or Discoveries,
  the Director agrees to assign, and upon creation thereof automatically assigns,
  all right, title, and interest in and to such deliverables and Discoveries to
  MabCure, without further consideration. The Director agrees to execute any documents
  of assignment or registration of copyright or patents requested by MabCure respecting
  any and all deliverables and Discoveries. 

          4.2     
The Director, in developing materials and carrying out consultancy work for
third parties, shall not utilize or copy in whole or in part any original
material whether written or readable by machine or otherwise developed for
MabCure under this Agreement. 

5.       Warranties.

          Director
warrants that: (a) the Services will be performed in a professional manner; (b)
none of the Services or any part of this Agreement is or will be inconsistent
with any obligation Director may have to others; (c) none of the Services will
infringe, misappropriate or violate any intellectual property or other right of
any person or entity; and, (d) Director has the full right to allow it to
provide MabCure with the assignments and rights provided for herein.

6.       Term and
Termination.

          6.1      This
Agreement shall be effective as of the Effective Date and shall continue in
effect unless terminated earlier pursuant to the terms of this Agreement. 

          6.2      This
Agreement may be terminated by either Party for conveneince upon advance written
notice of thirty (30) days.

          6.3     
Upon termination of this Agreement for any reason, the Director shall promptly
return to MabCure all copies of any MabCure data, records, or materials of 

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whatever nature or kind, including all materials incorporating
the proprietary information of MabCure.

7.       Relationship of the
Parties. 

          Notwithstanding
any provision hereof, Director is an independent contractor and not an employee
or agent of MabCure, and shall not bind nor attempt to bind MabCure to any
contract. Director shall accept any directions issued by MabCure pertaining to
the goals to be attained and the results to be achieved but shall be solely
responsible for the manner and hours in which Services are performed under this
Agreement. Director shall not be eligible to participate in any of MabCure’s
employee benefit plans, fringe benefit programs, group insurance arrangements or
similar programs. MabCure shall not provide workers’ compensation, disability
insurance, Social Security or unemployment compensation coverage or any other
statutory benefit to Director.

8.       Limitation of
Liability; Indemnification 

          8.1     
Limitation of Liability. Neither party shall be liable hereunder for any
indirect, special, or consequential losses or damages of any kind or nature
whatsoever, including but not limited to lost profits, regardless of whether
arising from breach of contract, warranty, tort, strict liability or otherwise,
even if advised of the possibility of such loss or damage, or if such loss or
damage could have been reasonably foreseen. 

          8.2      Indemnification.
MabCure shall indemnify the Director to the fullest extent permitted by Nevada
law in connection with any action, suit, or proceeding brought against the
Director or threatened to be brought against the Director by reason of him being
a Director of MabCure, in accordance with the indemnification procedures set
forth in Article 11 of MabCure's Articles of Incorporation. In addition, the
Director shall be covered by any "director and officer" insurance policy held by
MabCure on the same basis as other directors. 

9.       Miscellaneous 

          9.1     
Assignment. This Agreement and the services contemplated hereunder are
personal to Director and Director shall not have the right or ability to assign,
transfer, or subcontract any obligations under this Agreement without the
written consent of MabCure. Any attempt to do so shall be void.

          9.2     
Notices. All notices under this Agreement shall be in writing, and shall
be deemed given when personally delivered, or three days after being sent by
prepaid certified or registered mail to the address of the party to be noticed
as set forth herein or such other address as such party last provided to the
other by written notice. 

          9.3     
No Waiver. The failure of either party to enforce its rights under this
Agreement at any time for any period shall not be construed as a waiver of such
rights.

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          9.4      Modifications.
No changes or modifications or waivers to this Agreement will be effective
unless in writing and signed by both parties.

          9.5     
Severability. In the event that any provision of this Agreement shall be
determined to be illegal or unenforceable, that provision will be limited or
eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable.

          9.6     
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
conflicts of laws provisions thereof. Any dispute arising from or in connection
with this Agreement shall be submitted to binding arbitration to take place in
New York pursuant to the rules and regulations of the American Arbitration
Association.

          9.7     
Headings. Headings herein are for convenience of reference only and shall
in no way affect interpretation of the Agreement. 

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

	MabCure, Inc. 	David S. Frank 
	  	  
	/s/ Amnon Gonenne 	/s/ David S. Frank 
	  	  
	By: Amnon Gonenne 	By: David S. Frank 
	Title: President & CEO 	Title: Managing Director, MEDx Associates LLC
    
	Date: April 17, 2009 	Date: April 17, 2009 


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EXHIBIT A 

VESTING SCHEDULE 

	Option Holder: 	David S Frank 	 
	  	 	 
	Date of Grant: 	________ , 2009 	 
	  	 	 
	Vesting 	________, 2009 	 
	Commencement 	 	 
	Date: 	 	 
	  	 	 
	Option Price per 	$ 1.00 	 
	Share (Exercise 	 	 
	Price): 	 	 
	  	 	 
	Total Number of 	 	 
	Shares Subject to the 	 	 
	Options: 	120,000 Shares 	 
	  	 	 
	Expiration Date: 	________, 2014 	 
	  	 	 
	Type of 	Incentive Stock
      Option                  
       Non-Qualified Stock Option 	 
	Option: 	 	 
	  	 	 
	
      Vesting Schedule: 
	
      All of the Options shall fully vest on March _, 2010, the
      first anniversary of the Vesting Commencement Date, provided that Mr.
      Frank continues to be a Director of MabCure through the first anniversary
      of the Vesting Commencement Date. 
	



 

	MABCURE, INC. 	 	 David S. Frank 
	 	 	 	 	 
	By: 	/s/
      Amnon Gonenne 	 	By: 	/s/
      David S. Frank 
	 	 	 	 	 
	Name: 	Amnon
      Gonenne 	 	Name: 	David
      S. Frank 
	 	 	 	 	 
	Title: 	CEO 	 	Title: 	Managing Director, MEDx 
	  	  	 	  	Associates LLC 


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