Filed by Automated Filing Services Inc. (604) 609-0244 - Nextgen Biosciences Inc. - Exhibit 10.12






EXHIBIT 10.12

CONSULTANCY AGREEMENT

PARTIES

	(1) 	
      NEXTGEN BIOSCIENCE INC., a company incorporated
      under the laws of Nevada, USA, whose UK representative office is located
      at 4th Floor, 36 Spital Square, London, E1 6DY (the
      “Company”)

	 	 
	(2) 	
      DR. KAREN ELIZABETH JERVIS of 1 Bellfield
      Crescent, Eddleston, Peebles EH45 8RQ (the
  “Consultant”)



WHEREAS

	(A) 	
      The Consultant has agreed to provide, for a period of one
      year, consultancy services to the Company in the area of scientific advice
      in connection with the business of the evaluation, acquisition and
      development of patents in the field of healthcare drug treatments offered
      by the Company and its associated companies (the “Business”).

	 	 
	(B) 	
      The parties have agreed that this agreement shall govern
      the terms of the services to be provided by the
  Consultant.



OPERATIVE PROVISIONS

	1. 	
      DURATION OF APPOINTMENT

	 	 	 
	1.1 	
      The Consultant shall continue to provide the consultancy
      service to the Company on the terms of this agreement for a term from
      1st January 2008 for a fixed term of one year unless or until
      terminated under the provisions of Clause 5 hereafter. The parties may
      extend the term of this Agreement for a further period on terms and
      conditions to be agreed by mutual written agreement.

	 	 	 
	2. 	
      DUTIES

	 	 	 
	2.1 	
      The services of the Consultant shall comprise the giving
      of advice to the Company in the area of scientific advice via membership
      of the advisory board of the Company (“Advisory Board”), including acting
      as Chairperson of the Advisory Board, in connection with the Business and
      such other advisory services as may be agreed between the
  parties.

	 	 	 
	2.2 	
      The Consultant shall be accountable to the Company’s
      Board of Directors and shall in performance of her role
  hereunder:

	 	 	 
		(a) 	
      Use her best endeavours to advise the Company via the
      Advisory Board when required in the areas described in 2.1
above;

	 	 	 
		(b) 	
      Conduct such travelling as shall be reasonably necessary
      to advise the Business;

	 	 	 
		(c) 	
      Carry out her duties in good faith and in proper and
      efficient manner;

	 	 	 
		(d) 	
      Conduct herself with propriety and not bring the Company
      into disrepute;

	 	 	 
		(e) 	
      Not have any authority to bind the Company in any way and
      shall not hold herself out either by words or conduct as being the agent
      of the Company;

	 	 	 
		(f) 	
      Act as a member and Chairperson of the Advisory Board of
      the Company, attending meetings where possible of such advisory board when
      held in London or other cities in Europe; and

	 	 	 
		(g) 	
      Not misrepresent the Company to any
  person.












	
3. 		
FEES

	
	 	 	 	 
	
3.1 		
The Consultant shall be not entitled to receive from the Company any fixed cash fees for the services outlined herein, but shall be entitled to receive reimbursement of any and all expenses properly incurred in performing her
duties hereunder.

	
	 	 	 	 
	
3.2 		
The Consultant will receive, as payment in kind from the Company, in respect of her services under this Agreement, the issue to her of 100,000 shares in the Company. The Company shall arrange the formal issue of such shares to the
Consultant on the next possible occasion that the Company files with the relevant authorities for the issue of additional shares.

	
	 	 	 	 
	
4. 		
CONFIDENTIALITY

	
	 	 	 	 
	
4.1 		
The Consultant shall not, either during the continuance of this agreement or for not less than one year thereafter make personal use of or divulge to any other company, firm or person any confidential information received by
virtue of this Agreement or any market or other information relating to the business of the Company.

	
	 	 	 	 
	
5. 		
TERMINATION

	
	 	 	 	 
	
5.1 		
This Agreement may be terminated in accordance with clause 1 hereof by either party giving one month’s written notice to the other party in the following circumstances;

	
	 	 	 	 
		
(a) 		
if either party commits or causes to be committed any material breach of its obligations under the Agreement provided that in the case of a breach capable of remedy the non-defaulting party shall have first given written notice to
the defaulting party specifying the breach complained of any requiring the same to be remedied within a reasonable period of time from notification thereof and the defaulting party shall have failed to comply therewith;

	
	 	 	 	 
		
(b) 		
if either party commits an act of insolvency, including:

	
	 	 	 	 
			
i. 		
making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors, or

	
	 	 	 	 
			
ii. 		
admitting in writing that it is unable to pay its debts as they become due, or

	
	 	 	 	 
			
iii. 		
seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property, or

	
	 	 	 	 
			
iv. 		
the presentation or filing of a petition in respect of it (other than by the other party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy,
winding-up or insolvency of such party (or any analogous proceeding) or seeking any reorganisation, arrangement., composition, readjustment, administration, liquidation, dissolution or similar relief under any present or future stature, law or
resolution, such petition (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply not having been stayed or dismissed within 30 days of its filing;

	
	 	 	 	 
			
v. 		
the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such party over all or any material part of such party’s property.

	









	6. 	
      ASSIGNMENT

	 	 
	6.1 	
      This Agreement may not be assigned by either party
      without the prior written consent of the other party.

	 	 
	7. 	
      AMENDMENT

	 	 
	7.1 	
      This Agreement may not be amended except by the written
      consent of both parties.

	 	 
	8. 	
      NOTICES

	 	 
	8.1 	
      All notices required to be delivered under this agreement
      by one party to the other shall be sent in writing to the addresses as are
      set forth at the beginning of this agreement, or such address as the
      parties shall thereafter provide to each other in writing.

	 	 
	9. 	
      GOVERNING LAW

	 	 
	9.1 	
      The Agreement shall be governed by and constructed in
      accordance with the laws of England. Any disputes which may arise out of
      this Agreement, if not resolved amicably between the parties, shall be
      settled finally before the courts of England.



DATED THE 4TH DAY OF JANUARY
2008

ATTESTATIONS

	Signed as a deed by an authorised officer 	  
	on behalf of 	/s/ Graham May 
	NEXTGEN BIOSCIENCE INC. 	  
	  	  
	Signed as a deed by 	/s/ Dr. Karen Jervis 
	DR. KAREN JERVIS