Exhibit 10.24


 


PHASERX,
INC.



CONSULTING AGREEMENT


 


This Consulting Agreement
(“Agreement”) is entered into as of July 2, 2013 (the “Effective Date”) between PhaseRx,
Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (“Company”)
and Paul H. Johnson, Ph.D., having a place of business at 12020 211th Place SE Snohomish, Washington 98296 (“Consultant”).
Company desires to retain Consultant to perform certain consulting activities as described below, and Consultant desires to serve
as a consultant to Company and perform such activities under the terms of this Agreement.


 


RECITALS


 


A.           Consultant
was employed as Company’s Chief Scientific Officer until July 2, 2013, on which date Consultant’s employment status
with the Company was terminated.


 


B.           Company
and Consultant desire that Consultant provide certain services to the Company on a part-time basis as set forth herein, such that
Consultant’s status as a Service Provider (as defined in the Company’s 2006 Stock Plan) is uninterrupted by the termination
of Consultant’s status as an employee of the Company.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other consideration as described herein, Consultant and Company agree as follows:


 


1.          SERVICES
AND COMPENSATION


 


(a)                    Consultant
agrees to act as a consultant to Company with respect to such matters and projects as are mutually agreed from time to time by
and between Consultant and Company, and perform the services described on Exhibit A hereto (collectively, “Services”).
Consultant shall hold the title of Chief Scientific Officer. Unless otherwise approved by the Company, all Services shall be performed
personally by Dr. Paul H. Johnson.


 


(b)                    Consultant
and Company agree that this Agreement replaces and supersedes Consultant’s Amended and Restated Offer Letter with the Company
dated October 6, 2009, which is terminated in its entirety; with the exception that section 2.3 of such offer letter shall survive
such termination;


 


(c)                    Company
agrees to pay Consultant the compensation set forth in Exhibit A hereto for the performance of the Services.


 


2.          CONFIDENTIALITY
AND NONCOMPETITION


 


(a)                    “Confidential
Information” means any proprietary information technical data, trade secrets or know-how, including, but not limited
to, research and product plans, products, services, markets, developments, inventions, processes, formulas, technology, marketing,
finances or other business information developed or disclosed to Consultant by Company in writing, orally or otherwise, during
his tenure as an employee of the Company or as a Consultant. Confidential Information also includes all Inventions (as defined
below) and any other information or materials generated in connection with the Services.


 






     


     


    

 


(b)                   Consultant
shall not, during or subsequent to the term of this Agreement, use any Confidential Information for any purpose whatsoever other
than the performance of the Services on behalf of Company, or, during the term of this agreement or for a three year period following
the termination of this agreement disclose Confidential Information to any third party. Consultant agrees that Confidential Information
shall remain the sole property of Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized
disclosure or use of Confidential Information. In the event Consultant is required to disclose Confidential Information pursuant
to the order or requirement of a court, administrative agency, or other governmental body, Consultant may disclose such Confidential
Information, provided that to the extent possible Consultant shall provide Company with reasonable advance notice thereof to enable
Company to seek a protective order to prevent or limit such disclosure.


 


(c)                    Notwithstanding
the above, Consultant’s obligation under Section 2(b) relating to Confidential Information shall not apply to information
which (i) is known to Consultant at the time of disclosure to Consultant by Company as evidenced by written records of Consultant,
(ii) has become publicly known and made generally available through no wrongful act of Consultant, or (iii) has been rightfully
received by Consultant from a third party authorized to make such disclosure. Specific Confidential Information shall not be deemed
to be within any of the foregoing exclusions merely because it is within the scope of more general information within one or more
of the exclusions. Further, any combination of Confidential Information with non-confidential information shall not be deemed to
be within the exceptions merely because one or more individual items of Confidential Information are within the above exceptions.


 


(d)                    Consultant
agrees that Consultant will not, during the term of this Agreement, improperly use or disclose to Company any proprietary information
or trade secrets of any former or current employer or other person or entity to which Consultant has a duty to keep in confidence
such information and that Consultant will not bring onto the premises of Company any unpublished document or proprietary information
belonging to such employer, person or entity unless consented to in writing by the same.


 


(e)                    Consultant
recognizes that Company has received and in the future will receive from third parties their confidential or proprietary information
subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited
purposes. Consultant agrees that Consultant owes Company and such third parties, during the term of this Agreement and thereafter,
a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person,
firm or corporation or to use it except as necessary in carrying out the Services for Company consistent with Company’s agreement
with such third party.


 


(f)                    Upon
the Company’s request, Consultant will deliver to Company all Confidential Information and Company’s property relating
thereto and all tangible embodiments thereof, in Consultant’s possession or control.


 


(g)                    Until
the first anniversary of the later of (x) the termination of this Agreement and (y) the date on which Dr. Johnson ceases to be
a member of the board of directors, Dr. Johnson shall not directly or indirectly (i) serve as an advisor, agent, consultant, director,
employee, officer, partner, proprietor or otherwise of, (ii) have any ownership interest in (except for passive ownership of one
percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section
12 of the Securities Exchange Act of 1934, as amended), or (iii) participate in the organization, financing, operation, management
or control of, any business in competition with the Company’s business in the Field of Interest (as defined in Exhibit A
hereto). Consultant shall not induce, or attempt to induce, any employee or independent contractor of the Company to cease employment
or relationship with the Company.


 






    	 	-2-	 



     


    

 


(h)                    Consultant
shall cease to be bound by the noncompetition provisions of Section 2(g) if (i) Consultant’s relationship with the Company
in his capacity as a consultant is terminated by the Company without Cause (as defined below), or (ii) a period of twelve (12)
months has elapsed from a Change of Control.


 


		(i)	For purposes of this Agreement, “Cause” means:



 


(A)         Consultant’s
gross misconduct that results in material financial injury to the Company;


 


(B)         any
act of material personal dishonesty or fraud by Consultant in connection with provision of the Services;


 


(C)         Consultant’s
conviction of, or plea of nolo contendere or guilty to, a felony under the laws of the United States or any State; or


 


(D)         any
material breach by Consultant of this Agreement, including but not limited to Consultant’s confidentiality obligations pursuant
to Section 2.


 


		(ii)	For the purposes of this Agreement, “Change of Control”
means the acquisition by any person, corporation or other entity of (A) beneficial ownership of capital stock of the Company by
means of stock purchase, merger or other business combination if, after such acquisition, such person, corporation or other entity
owns capital stock of the Company representing 50.0% or more of the combined voting power of the then outstanding shares of the
Company’s capital stock entitled to vote generally in the election of directors; provided that for the avoidance of doubt
is agreed that any such transaction in connection with a bona fide financing transaction shall not constitute a Change of Control
and (B)_all or substantially all of the assets of the Company.



 


3.          OWNERSHIP


 


(a)                    Consultant
hereby irrevocably assigns to Company all right, title and interest in and to any information (including, without limitation, business
plans and/or business information), technology, know-how, materials, notes, records, designs, ideas, inventions, improvements,
devices, developments, discoveries, compositions, trade secrets, processes, methods and/or techniques, whether or not patentable
or copyrightable, that relate directly to the business of the Company and are conceived, reduced to practice or made by Consultant
alone or jointly with others in the course of performing the Services or through the use of Confidential Information (collectively,
“Inventions”).


 


(b)                    Consultant
agrees to sign, execute and acknowledge or cause to be signed, executed and acknowledged without cost, but at the expense of Company,
any and all documents and to perform such acts as may be necessary, useful or convenient for the purposes of perfecting the foregoing
assignments and obtaining, enforcing and defending intellectual property rights in any and all countries with respect to Inventions.
It is understood and agreed that Company or Company’s designee shall have the sole right, but not the obligation, to prepare,
file, prosecute and maintain patent applications and patents worldwide with respect to Inventions.


 






    	 	-3-	 



     


    

 


(c)                    Upon
Company’s request, Consultant will deliver to Company all property relating to, and all tangible embodiments of, Inventions
in Consultant’s possession or control.


 


(d)                    Consultant
agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention,
improvement, development concept, discovery or other proprietary subject matter owned by Consultant or in which Consultant has
an interest (“Item”), Consultant will inform Company in writing thereof, and Company is hereby granted and shall have
a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and
sell such Item as part of or in connection with the exploitation of such Invention.


 


(e)                    Consultant
agrees that if Company is unable because of Consultant’s unavailability, mental or physical incapacity, or for any other
reason, to secure Consultant’s signature to apply for or to pursue any application or registration for any intellectual property
rights covering any Invention, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers
and agents as Consultant’s agent and attorney-in-fact, to act for and in Consultant’s behalf to execute and file any
such applications and to do all other lawfully permitted acts to further the prosecution and issuance of such intellectual property
rights thereon with the same legal force and effect as if executed by Consultant.


 


4.          REPORTS.
Consultant agrees, from time to time during the term of this Agreement, to keep Company advised as to Consultant’s progress
in performing the Services and, as reasonably requested by Company, prepare written reports with respect thereto. It is understood
that the time required in the preparation of such written reports shall be considered time devoted to the performance of the Services
by Consultant. AI] such reports prepared by Consultant shall be the sole property of Company.


 


5.          TERM
AND TERMINATION


 


(a)                    This
Agreement will commence on the Effective Date and will continue until termination as provided below.


 


(b)                    Either
Consultant or Company may terminate this Agreement upon prior written notice thereof to the other party at 30 days notice.


 


(c)                    Upon
termination of this Agreement, all rights and duties of the parties hereunder shall cease except:


 


		(i)	Company shall be obliged to pay, within thirty (30) days
after receipt of Consultant’s final statement, all amounts owing to Consultant for unpaid Services completed by Consultant
and related expenses, if any, in accordance with the provisions of Section 1 hereof, and



		(ii)	Sections 2, 3, 5(c), 6, 7, 9 and 10 shall survive termination
of this Agreement.



 


6.          INDEPENDENT
CONTRACTOR. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative
of Company, but Consultant shall perform the Services as an independent contractor. Consultant acknowledges and agrees that Consultant
is obligated to report as income all compensation received by Consultant pursuant to this Agreement.


 






    	 	-4-	 



     


    

 


7.          NO
DEBARMENT. Consultant represents that Consultant has not been debarred under Section (a) or (b) of 21 U.S.C. Section 335a
and does not appear on the United States Food and Drug debarment list. Consultant represents and warrants that Consultant has not
committed any crime or conduct that could result in such debarment or Consultant’s exclusion from any governmental healthcare
program. Consultant represents that, to Consultant’s knowledge, no investigations, claims or proceedings with respect to
any such crimes or conduct are pending or threatened against Consultant. Consultant agrees and undertakes to promptly notify the
Company if Consultant becomes debarred or proceedings have been initiated against Consultant with respect to debarment, whether
such debarment or initiation of proceedings occurs during or after the term of this Agreement.


 


8.          MANAGEMENT
RETENTION PLAN. Pursuant to the PhaseRx, Inc. Management Retention Plan dated December 2, 2011, as amended on December
10, 2012 (the “Retention Plan”) and Consultant’s Participation Agreement dated January 26, 2012 (the “Participation
Agreement”), Consultant shall continue to be a Participant (as defined in the Retention Plan) under the Retention Plan
during the period he is providing consulting services pursuant to this Agreement. For the avoidance of doubt, nothing in this Agreement
shall be deemed to modify the Retention Plan or Participation Agreement.


 


9.          ARBITRATION
AND EOUITABLE RELIEF. Company and Consultant agree that any dispute or controversy arising out of, in relation to, or in
connection with this Agreement, or the making, interpretation, construction, performance or breach hereof, shall be finally settled
by binding arbitration in King County, Washington under the then current rules of the Judicial Arbitration and Mediation Service
(JAMS) by one (1) arbitrator appointed in accordance with said rules. Any such arbitration shall be held in Seattle, Washington.
The arbitrator may grant injunctive or other relief in such dispute or controversy. The decision of the arbitrator shall be final,
conclusive and binding on the parties to the arbitration. The arbitrator shall determine what discovery will be permitted, consistent
with the goal of limiting the cost and time which the parties must expend for discovery; provided the arbitrator shall permit such
discovery as the arbitrator deems necessary to permit an equitable resolution of the dispute. Any written evidence originally in
a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The
costs of the Arbitration, including administrative and arbitrators’ fees, shall be shared equally by the parties, and each
party shall bear its own costs and attorneys’ and witness’ fees incurred in connection with the arbitration. Any award
may be entered in a court of competent jurisdiction for a judicial recognition of the decision and applicable orders of enforcement.


 


10.         CONFLICTING
OBLIGATIONS. Consultant hereby certifies that he has no outstanding agreement or obligation that is in conflict with any
of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies
that Consultant will not enter into any such conflicting agreement during the term of this Agreement or enter into any arrangement
that would result in Consultant provides services of any kind to other companies in the Field of Interest. Consultant shall list
on Exhibit B hereto any other companies for whom Consultant is providing services (“Outside Companies”). Neither this
Section 10 nor Section 2(g) shall restrict Consultant from consulting for others outside the Field of Interest. Without limiting
the foregoing, Consultant agrees to use his best efforts (A) to segregate Consultant’s Services performed under this Agreement
from Consultant’s work done for other persons so as to minimize any questions of disclosure of, or rights under, any inventions,
(B) to notify the President of the Company if at any time the Consultant believes that such questions may result from his
performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise.
The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant
shall not use the funding, resources and facilities of any other third party, without the prior written consent of the Company,
to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights
or access to the product of such Services.


 






    	 	-5-	 



     


    

 


11.         GENERAL.
This Agreement (including the Exhibits hereto) taken together with the stock option agreement referred to herein is the sole agreement
and understanding between Company and Consultant concerning the subject matter hereof, and it supersedes all prior agreements and
understandings with respect to such matter. This Agreement (together with the Exhibits hereto) and any Amendments to it may be
executed by Consultant and Company in counterparts which, when taken together, will constitute one Agreement. Signed copies exchanged
between Consultant and Company by mail, facsimile, or electronically mailed PDF (or similar imaging software) will include visible
signatures of all signatories. Copies of this Agreement will be equally binding as originals and faxed or scanned and emailed counterpart
signatures will be sufficient to evidence execution, though Company may require Consultant to deliver original signed documents.
Such execution and delivery shall be considered valid, binding and effective for all purposes, and no oral amendment shall be binding
on the parties. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each
party set forth below, or to such other address as either party may substitute by written notice to the other. Consultant shall
cause each of its affiliates, employees, managers and members to comply with the terms of this Agreement and shall be responsible
for any breach thereof by any such person. Consultant shall not subcontract any portion of Consultant’s duties under this
Agreement without the prior written consent of Company. None of this Agreement, any right hereunder or interest herein may be assigned
or transferred by Consultant without the express written consent of Company. Company may assign this Agreement to any entity that
succeeds to substantially all of the business or assets of Company. This Agreement shall be governed by the laws of the State of
Washington, without reference to its conflicts of law principles. This Agreement may only be amended or modified by a writing signed
by both parties. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party
shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term
or provision of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision,
provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to either
Company or Consultant.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the Effective Date.


 





	PHASERX, INC.	 	PAUL H. JOHNSON, PH.D.
	 	 	 	 	 
	By:	 /s/ Robert W. Overell	 	By:	/s/ Paul H. Johnson
	 	 	 	 	 
	Print Name: 	Robert W. Overell	 	Print Name: 	Paul H. Johnson, Ph.D.
	 	 	 	 	 
	Title:	President & CEO	 	 	 
	 	 	 	 	 
	Address:	410 W Harrison St., Suite 300	 	Address:	12020 211th Place SE
	 	 	 	 	 
	 	Seattle, Washington 98119	 	 	Snohomish, Washington 98296
	 	 	 	 	 
	Date:	July 8, 2013	 	Date:	7-8-13
	 	 	 	 	 
	Phone:	206-805-6301	 	Phone:	425-205-3008
	 	 	 	 	 
	FAX:	 	 	FAX:	 




 



    	 	-6-	 



     


    

 


EXHIBIT
A



SERVICES AND COMPENSATION


 


1.          Services.
Consultant will render to Company the following Services.
The provisions related to Dr. Johnson’s Services as a member of the board of directors of the
Company are being included herein as an administrative convenience. For the avoidance of doubt, nothing in the Agreement shall
in any way limit of vitiate Dr. Johnson’s duties and obligations to the Company under applicable law and nothing herein shall
be construed as giving to Dr. Johnson a contractual right to serve on the board of directors of the Company.


 


		·	Board Member: Serve as a member of the Company’s board of directors. Attend up to
6 meetings/year in person Seattle and approximately 6-8 board teleconferences as needed per year.



 


		·	Consultant: Provide expert
consulting services to Company regarding research, development, clinical and business matters relating to: (I) pH sensitive, membrane
disruptive polymers for intracellular delivery of molecules; (2) the intracellular delivery of siRNA, miRNA, mRNA, antibodies,
proteins, peptides or other macromolecules and (3) the development of siRNA, miRNA, mRNA or intracellular antibodies/proteins for
therapeutics, prophylactics, diagnostics, agricultural and reagent applications. (collectively, the “Field of Interest”).
Consultant shall make himself available to consult with the Company for up to an average of four hours per week over the course
of the year.



 


2.          Compensation.


 


Board Member:


 


		·	An option to purchase 80,000 shares of Common Stock of the Company with
an exercise price equal to the fair market value of the Company’s Common Stock as of the date of grant (determined in accordance
with the Company’s 2006 Stock Plan. The shares underlying such option will vest linearly and monthly over a four year period
commencing on the Effective Date of this Agreement and continuing for as long as Dr. Johnson continues to be a member of the board
of directors of the Company, except that (a) in the event of a Change of Control (as defined in 2(h)(ii) of this Agreement) that
is consummated when Dr. Johnson a member of the board of directors of the Company, 50% of the then unvested shares underlying such
option shall fully vest immediately prior to the consummation of such Change of Control; and (b) if at any time less than three
(3) months prior to or within eighteen (18) months after a Change of Control Dr. Johnson is removed from the board of directors
for a reason other than Cause (as defined in 2(h)(i) of this Agreement) all then unvested shares underlying such option shall vest
immediately prior to the consummation of such Change of Control or upon such termination, as the case may be.



 


		·	$10,000 in cash per year, paid in equal quarterly installments in arrears



 






    	 	-7-	 



     


    

 


Consultant


 


		·	$40,000 in cash per year, paid in equal quarterly installments in arrears



 


		·	Consultant shall submit monthly invoices to the Company for any amounts
owing under this Agreement and shall include a summary of time spent on Company business. Each invoice will contain enough detail
to enable Company to determine the accuracy of the amount(s) billed. With each invoice, Consultant will provide: (a) a detailed
itemized listing of all expenses incurred under this Agreement, and (b) receipts for any individual expenses that exceed $50. Either
an original or a copy may be submitted.



 


		·	Company shall reimburse Consultant for all reasonable, documented out-of-pocket
expenses incurred by Consultant in performing Services pursuant to this Agreement. With respect to travel expenses, Company shall
only reimburse Consultant for economy class travel unless otherwise consented to by Company. Company shall also reimburse consultant
for attendance at conferences that are pre-approved by Company. Consultant shall submit to Company all statements for expenses
incurred and Services performed on a monthly basis.



 




    	 	-8-	 



     


    

 


EXHIBIT B


 


OUTSIDE
COMPANIES


 


[List; if none, so indicate]


 


None


 






    	 	-9-