EXHIBIT 10.1



 


Independent
Contractor Agreement


 


This
Independent Contractor Agreement (the “Agreement”),
effective as of November 13, 2015, (the “Effective Date”), is made between Bone Biologics Corporation,
a corporation organized and existing under the laws of the State of Delaware and having a place of business at 321 Columbus Ave,
Boston, MA 02116 (“Company”), and Dr. Scott Boden (“Consultant”), an individual having
a place of business located at 2842 Cravey Drive, Atlanta, GA 30345.


 


In
connection with its business, Company desires the assistance of Consultant, and Consultant is offering services to Company. Company
and Consultant hereby agree as follows:


 


1.
Consulting Services. 


 


1.1
Services. Consultant will serve as Company’s Chief Medical Advisor and render the following services, in each case
as specifically requested or directed by Company, relating to: the support of Company’s research and development efforts
and the technical and/or clinical support of the Company, which for the purposes hereof may include, but not be limited to, physician-to-physician
support, training, reimbursement, business development support and related technology evaluations, competitive analysis and surgeon
education (the “Services”). Company understands that Consultant is a full-time faculty member at Emory University
(“Emory”), and that Emory Policies prohibit faculty from advising on, or participating in the marketing, promotion,
or sales of Company’s products or services. Accordingly, Consultant’s Services contemplated under this Agreement shall
not include the marketing, promotion, or sales of Company’s products or services. Consultant’s Services as Chief Medical
Advisor does not constitute Consultant being a member of company’s board of directors nor does it constitute Consultant
being the chair of company’s scientific advisory board. Company shall provide Consultant with reasonable prior notice of
any Services Company requires and Consultant agrees to render at least forty (40) hours of Services on behalf of the Company during
each full calendar quarter of the term of this Agreement.


 


1.2
Cooperation. The Consultant shall use best efforts in the performance of his obligations under this Agreement. The Company
shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform
his obligations hereunder. The Consultant shall cooperate with the Company’s personnel and shall observe all rules, regulations
and security requirements of the Company concerning the safety of persons and property. The Consultant agrees to declare in an
appropriate way that he is a consultant to the Company whenever he writes or speaks in public about the Company or on any issue
relating to the Company.


 


2.
Compensation. 


 


2.1
Stock Option. In exchange for the Services to be rendered by Consultant hereunder, Company shall issue Consultant a stock
option to purchase 1,174,816 shares of the Company’s common stock, which as of the Effective Date corresponds to approximately
2.75% of the Company’s fully diluted shares outstanding. Such stock option shall have a term of ten (10) years, and all
shares shall vest on the date that is the fourth (4th) year anniversary of the date of issuance of such stock option,
subject to the terms of the Company’s Equity Incentive Plan. Notwithstanding the foregoing, (i) in the event of a termination
of this Agreement by the Company without cause pursuant to Section 4.2, or by Consultant with or without cause pursuant to Section
4.3 and Section 4.2, respectively, a pro-rated portion of the shares issuable pursuant to the stock option (based on the number
of months that have then elapsed from the Effective Date, divided by 48 months) shall, at the option of the Consultant, immediately
vest, and (ii) in the event of a Change of Control of the Company prior to a termination of this Agreement, all shares issuable
pursuant to the stock option shall, at the option of the Consultant, immediately vest. For the purposes of this Agreement, the
term “Change in Control” means a merger, reorganization or consolidation involving Company in which the voting
securities of Company outstanding immediately prior thereto cease to represent at least fifty percent (50%) of the combined voting
power of the surviving entity immediately after such merger, reorganization or consolidation. The exercise price per share for
the issued stock option will be One Dollar and Fifty Eight Cents ($1.58), or, if greater, the fair market value per share of the
Company’s common stock as of the date of grant, as determined by the Board of Directors of the Company. Consultant shall
have the right to forfeit the stock option at any time prior to exercise upon written notice to the Company.


 



    	 		 



    	 	 	 



    

 


2.2
Expenses. In addition to the foregoing compensation, Company shall reimburse Consultant for any out-of-pocket expenses
incurred by Consultant in furtherance of the Services (the “Expenses”), provided that the Company authorize
such Expenses in advance. Expenses shall not exceed Five Thousand Dollars ($5,000) per year during the Term of this Agreement
without the prior written consent of the Company. The Consultant shall be solely responsible for all incidents of employment for
himself and his agents or representatives, including without limitation, payment of all federal, state and local income and social
security taxes and provision for workers compensation and employment insurance.


 


2.3
Reporting Obligations. The Consultant understands that the Company may have certain reporting obligations under the Federal
Sunshine Act and various state laws with respect to the transparency and disclosure of the Consultant’s compensation and
expenses for the Services provided pursuant to this agreement. The Consultant acknowledges and agrees that the Company may disclose
such information as the Company, in its own judgment, determines to be necessary to comply with these transparency and disclosure
requirements and Consultant agrees to cooperate with Company in fulfilling its reporting obligations, including, but not limited
to promptly providing Company with any reasonably requested information in relation thereto. The Company will not publish or provide
financial information relating to Services provided by the Consultant to third parties without the Consultant’s prior consent,
unless such publication or provision is necessary to comply with applicable laws and regulations.


 


3.
Non-Exclusivity and Conflicts. It is understood and agreed by and between Company and Consultant that Consultant
maintains the right, at his sole discretion, to render similar consulting services, and/or otherwise seek employment with other
companies during the Term of this Agreement, so long as the same: (i) does not create a conflict of interest between Consultant’s
duties and obligations owed to the Company and Consultant’s duties and obligations owed to any third parties; (ii) does
not obligate Consultant to provide, and shall not foreseeably obligate Consultant to provide services in connection with a product
which directly competes with products commercialized or developed by the Company (which, for the purposes of this Agreement, such
a competing product shall include, without limitation, products that add recombinant proteins or stem cells that are osteoinductive
delivered locally on a carrier to generate bone formation in orthopaedic applications, and shall expressly exclude stand-alone
demineralized bone matrix, small molecules, synthetic bone void fillers, or orthopaedic hardware implants); or (iii) does not
in any way interfere with the business of the Company, and further provided that the confidentiality of information proprietary
to the Company is at all times protected by Consultant in accordance with Article 5.


 


4.
Term and Termination. 


 


4.1
Term. The term of this Agreement shall commence on the Effective Date set forth above and shall remain in effect for an
initial term of four (4) years, unless earlier terminated as provided in this Article 4; provided, however, that term of this
Agreement will automatically renew for up to six (6) successive one (1) year periods at the end of the then-current term unless
either party provides written notice of its desire to terminate at least forty-five (45) days prior to the expiration of the then-current
term (the initial term and any subsequent renewals thereof being collectively referred to herein as the “Term”).


 


4.2.
Termination Without Cause. Either party may terminate this Agreement for any reason upon ten (10) days prior written
notice. In addition, Company may terminate this Agreement immediately upon written notice to Consultant (or his legal representative)
in the event of the death or legal incapacity of Consultant.


 






    	 		 



    	 	 	 



    

 


4.3.
Termination With Cause. In the event that a party commits a material breach of its obligations under this Agreement, the
other party may terminate this Agreement upon ten (10) days prior written notice to the party in breach, unless the breach is
cured within such ten-day notice period. Notwithstanding the foregoing, Company may terminate this Agreement immediately upon
written notice if Consultant breaches or threatens to breach any provision of Articles 3, 5, 6, 7 or 9.


 


4.4
Effects of Termination. Any stock options that are unvested on the date of termination of this Agreement (after giving
effect to any acceleration of vesting pursuant to Section 2.1) shall be forfeited on such date of termination. The following provisions
shall survive the expiration or termination of this Agreement: Articles 5, 6, 7, 9, 10 and 11 and Sections 4.4 and 8.3.


 


5.
Confidential Information.


 


5.1
Consultant recognizes that Consultant’s relationship with the Company is one of high trust and confidence by reason of Consultant’s
access to and contact with trade secrets and confidential and proprietary information of the Company (collectively, “Confidential
Information”). For the purposes of this Agreement, such Confidential Information includes, but is not limited to all
Company information that is disclosed or otherwise made available to Consultant that: (1) is not generally known to, and cannot
be readily ascertained by others, (2) has actual or potential economic value to the Company, and (3) is treated as confidential
by the Company. By way of illustration but not limitation, Confidential Information includes: (i) information which relates
to the Company’s actual or anticipated products, software, research, inventions, processes, techniques, designs, or other
technical data; (ii) information regarding administrative, financial or marketing activities of the Company; (iii) information
from or concerning the Company’s clients, customers, investors, subscribers, employees, contractors and/or other third parties
who have dealings with the Company; and (iv) any materials or documents containing any of the above information.


 


5.2
The Consultant agrees to maintain the Confidential Information in strict confidence and to not disclose or permit the disclosure
of such Confidential Information to any persons, except that Consultant, if a company, partnership, or other organized business,
may disclose such Confidential Information to its directors, officers, agents, employees and consultants (collectively “Agents”)
who need to know such Confidential Information in order to assist the Consultant in the Consultant’s duties to Company.
The Consultant will allow its Agents to reproduce the Confidential Information only to the limited extent necessary to effectuate
the Services set forth herein, with all such reproductions being considered Confidential Information. The Agents will be obligated
to maintain the confidential nature of such Confidential Information and the Consultant will be responsible for any damages resulting
from any breach of this Agreement by its Agents. The Consultant agrees to use such Confidential Information only for the purposes
set forth herein and it shall not use any Confidential Information for its own benefit or for the benefit of any other person
or business entity.


 


5.3
Consultant’s undertaking and obligations under Section 5.2 will not apply, however, to any Confidential Information which:
(i) is or becomes generally known to the public through no action on Consultant’s part, (ii) is generally disclosed to third
parties by the Company without restriction on such third parties, or (iii) is approved for release by written authorization of
an executive officer of the Company.


 


5.4
Upon expiration or termination of this Agreement or at any other time upon Company’s request, Consultant will promptly deliver
to the Company all notes, memoranda, notebooks, drawings, records, reports, files, diskettes, any other documents and any other
storage media (and all copies or reproductions of such materials) in Consultant’s possession or under Consultant’s
control, whether prepared by Consultant or others, which contain Confidential Information. The Consultant agrees that the Company
(or any third party entrusting its own Confidential Information to the Company) is and shall remain the exclusive owner of the
Confidential Information and of all patent, copyright, trademark, trade secret and other intellectual property rights in, or arising
from, such Confidential Information. No option, license or conveyance of such rights to the Consultant is granted or implied under
this Agreement.


 






    	 		 



    	 	 	 



    

 


5.5
The Consultant recognizes that the 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. The Consultant agrees 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 the course of providing
Services for the Company.


 


6.
Intellectual Property. The following rights and assignments in this Section 6 are subject to the Consulting Intellectual
Property Waiver Policy attached hereto as Exhibit A and incorporated herein by reference:


 


6.1.
Disclosure and Records. The Consultant shall promptly disclose to the Company any and all intellectual property that is
authored, discovered, developed, derived or reduced to practice during the course of providing the Services (collectively, “Intellectual
Property”). The Consultant shall maintain adequate records (whether written, electronic, or otherwise) to document such
Intellectual Property, including without limitation the conception and reduction to practice of inventions, discoveries, findings,
improvements, ideas, concepts, designs, presentations, recordings, publications, computer programs, algorithms, protocols, system
and related documentation and shall make such records available to the Company upon request. The Company shall have sole ownership
of all such records.


 


6.2.
Ownership. The Consultant hereby agrees that any Intellectual Property subject to copyright protection is deemed to be
a “work made for hire” as such term is defined in the U.S. Copyright Act. To the extent any Intellectual Property
is not a work made for hire or is otherwise not deemed to be the sole and exclusive property of the Company, the Consultant hereby
agrees to, and hereby does, assign, convey, and grant to the Company all of the Consultant’s entire right, title, and interest
in and to the Intellectual Property and any and all patents, patent applications, copyrights, copyright registrations and other
forms of legal recognition and protection relating to the Intellectual Property. Upon request, the Consultant shall cooperate
with the Company, at the expense of the Company, in obtaining legal protection for the Intellectual Property. The Consultant agrees
to execute all lawful documents that the Company may reasonably request in order to perfect the Company’s rights in, and
to apply for, maintain, enforce and defend legal recognition of, the Intellectual Property; in the event that the Consultant should
fail or refuse to execute such documents within a reasonable time, the Consultant hereby appoints the Company as Consultant’s
attorney-in-fact to execute and deliver any such documents on his behalf. If in the course of providing Services to the Company,
the Consultant incorporates into the deliverables, Confidential Information, or Intellectual Property any intellectual property
IP owned or controlled by Consultant or in which the Consultant has an interest, the Company is hereby granted, and shall have,
a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such intellectual
property as part of or in connection with any such deliverable, Confidential Information or Intellectual Property.


 


6.3.
Third-Party Intellectual Property. The Consultant acknowledges that the Company does not desire to acquire any trade secrets,
know-how, confidential information, or other intellectual property that the Consultant may have acquired from or developed for
any third party (“Third-Party IP”). The Consultant agrees that in the course of providing the Services, the
Consultant shall not improperly use or disclose any Third-Party IP, including without limitation any intellectual property of
(i) any former, existing or future employer or clients, customers or contacts of Consultant, (ii) any person for whom the Consultant
has performed or currently performs consulting services, or (iii) any other person to whom the Consultant has a legal obligation
regarding the use or disclosure of such intellectual property.


 






    	 		 



    	 	 	 



    

 


6.4
Company Trademarks. The Consultant shall not use any of the trademarks, trade names or trade dress of the Company or its
affiliates without the prior written consent of the Company.


 


7.
Non-Solicitation. Consultant agrees that during the Term of this Agreement and for one (1) year thereafter, Consultant
will not, directly or indirectly, either for Consultant or any other person or entity, induce, influence or solicit any person
who is engaged as an employee, agent, independent contractor, or otherwise by the Company to terminate his employment or engagement
with the Company. Consultant further agrees that during the Term of this Agreement Consultant will not approach or solicit in
any manner, either for Consultant or any other person or entity, any customer of the Company to cease doing business with the
Company or to do business with Consultant or with any other person or entity.


 


8.
Independent Contractor Status.


 


8.1
For all purposes, the Consultant shall be deemed to be an independent contractor, and not an employee, agent or partner of, or
joint venturer with, the Company. Any Agent, assistant or other person Consultant retains in connection with the creation and
preparation of the works described herein or the provision of the Services covered by this Agreement shall be at Consultant’s
own cost and expense and will not, in any event, be or be deemed to be agents or employees of the Company. Accordingly, neither
Consultant, nor any employee of Consultant, shall be entitled to any rights or benefits to which any employee of the Company or
any of its affiliates may be entitled. The Company shall not withhold any amounts on account of any withholding or employment
taxes from any payments to the Consultant under this Agreement, and it shall be the sole responsibility of the Consultant to report
and pay all applicable income taxes on all such payments. The Consultant will obtain its own liability and Workers Compensation
coverages.


 


8.2
As an independent contractor, the method and means employed by the Consultant for performance of the terms and conditions of the
Agreement shall be and are solely at the discretion and expense of the Consultant and under the Consultant’s sole control.
The Consultant shall be the sole judge as to the method and manner in which the Consultant performs Services under this Agreement.
The Consultant shall be responsible for all risks incurred in connection with the Consultant’s performance of Services under
this Agreement. Any persons employed by or contracting with the Consultant to perform any part of the Consultant’s obligations
hereunder shall be under the sole control and direction of the Consultant, and the Consultant shall be solely responsible for
all liabilities and expenses thereof. The Company shall have no right or authority with respect to the selection, control, direction,
compensation or length of employment of such person(s).


 


8.3
The Consultant will not have any authority to commit or bind the Company to any contractual or financial obligations without the
Company’s express prior written consent.


 


9.
Representations & Warranties.


 


9.1
The Consultant represents and warrants to the Company that: (i) the execution of this Agreement represents Consultant’s
free and voluntary act; (ii) all works and deliverables prepared and submitted by Consultant under this Agreement will be original
and will not infringe any patent or copyright or infringe or violate any other proprietary or other rights of any other person
or entity; (iii) Consultant has not previously assigned, transferred or otherwise encumbered any rights granted to the Company
under this Agreement; (iv) Consultant will not disclose to the Company, or induce the Company to use or disclose any confidential
information or material belonging to third parties, except with the express written permission of the Company and the owner of
such information or material; and (v) neither the Consultant nor any of its employees, Agents or representatives rendering Services
hereunder are subject to any agreement, including but not limited to a non-competition or non-disclosure agreement, which would
affect their ability to enter into and/or perform its obligations under this Agreement.


 



    	 		 



    	 	 	 



    

 


9.2
The Consultant further represents, warrants and covenants to the Company that the Consultant will comply with all laws applicable
to Consultant’s performance under this Agreement, including, but not limited to all applicable anti-bribery and antitrust
laws and those laws applicable to the Company’s commercialization, promotion, marketing, distribution and sale of its products.
The Consultant further represents and warrants to the Company that neither the Consultant nor any of its employees, Agents or
representatives have been debarred or suspended or are not currently under investigation by the U.S. Food and Drug Administration
for debarment or suspension action, or has not been convicted or indicted for a crime or otherwise engaged in conduct for which
a person can be debarred or suspended under 21 U.S.C. §335a(a) or (b) and that upon receiving notice of debarment or any
such investigation or commencement of any such proceeding concerning Consultant or any of its employees, Agents or representatives,
Consultant shall promptly notify Company and acknowledges and agrees that Company shall have the right to terminate this Agreement.


 


9.3
The Company and Consultant declare that this Agreement is in no way associated with any business or sales activities between the
parties hereto and in particular Consultant is by no means obligated to prescribe, recommend or purchase any goods from the Company.


 


9.4
The Consultant represents and warrants that the performance of Services pursuant to this Agreement does not represent an infringement
of his employment obligations and that it is in accordance with the statutory and internal regulations of his employer and all
other statutory or other regulations. The Consultant further represents and warrants that he has fully informed the management
of his medical agency/institution or other employer about the execution and content of this Agreement and that he has obtained
the necessary approvals that are required for performance of this Agreement.


 


9.5
The Consultant represents and warrants that he will perform the Services in accordance with generally accepted professional standards
as well as standards designated by the Company. The Consultant shall perform all work performed as part of the contractual relationship
with the Company in a manner consistent with all applicable laws, regulations and standards. The Consultant represents and warrants
that he has not made or provided, and will not make or provide, any payment or benefit, directly or indirectly, to government
officials, customers, business partners, healthcare professionals or any other person in order to secure an improper benefit or
unfair business advantage, affect private or official decision-making, affect prescription behavior, or induce someone to breach
professional duties or standards.


 


9.6
The Consultant will immediately report to the Company in writing any suspected or detected violation of the above principles in
connection with the Company’s business and, in such cases, will cooperate fully with the Company in reviewing the matter.
In the event that the Company believes, in good faith, that the Consultant has violated any of the above principles, the Company
shall have the unilateral right to terminate the contractual relationship with immediate effect.


 


9.7
The Company may rely conclusively on the truth of the warranties and representations set forth above in dealing with any third
parties in connection with the disposition or licensing of any rights granted under this Agreement. Each of the foregoing warranties
and representations shall survive the termination of this Agreement.


 



    	 		 



    	 	 	 



    

 


10.
Indemnity; Insurance.


 


10.1
Indemnification. The Consultant agrees to indemnify, defend and hold the Company and its employees, agents and licensees
harmless from any third party claims, demands, liabilities, suits, damages, losses or expenses (including attorney’s fees)
suffered that arise or are caused by: (a) the Consultant’s negligence or by Consultants breach of this Agreement; or (b)
the Consultant’s failure to pay the taxes, penalties, and payments referenced in Section 7 of this Agreement. The Company
agrees to indemnify, defend and hold the Consultant harmless from any third party claims, demands, liabilities, suits, damages,
losses or expenses (including attorney’s fees) to which the Consultant may become subject and which arise out of or are
caused by or are based upon the Services rendered by Consultant hereunder; and/or arising out of any theory of product liability,
including, but not limited to actions in the form of tort, warranty or strict liability, including but not limited to claims based
on defects or alleged defects in the manufacture, workmanship or design of a product manufactured or sold by the Company or a
Company affiliate, its successors and/or assigns; in each case except to the extent that such claims, losses, damages or liabilities
arise, in whole or in part, as a result of Consultant’s negligence or intentional misconduct or Consultant’s breach
of this Agreement.


 


10.2
Insurance. Consultant acknowledges that his rendering of Services hereunder may not be fully or adequately covered by Company’s
liability insurance and accordingly, Consultant shall, at his sole discretion and expense, procure and maintain liability insurance
of the type and for the insured values that are reasonable and customary having regard to industry standards for business activities
of the type in which Consultant will be engaged. Upon request, and to the extent that Consultant, at his sole discretion, elects
to procure such coverage, Consultant shall provide certificates of insurance to the Company prior to commencement of the Services.


 


11.
Miscellaneous.


 


11.1
Assignment. Consultant may not assign this Agreement, or any interest herein, or delegate duties and obligations hereunder
without the written consent of the Company. The Company may assign this Agreement to an affiliate or in connection with a Change
of Control.


 


11.2
Remedies. Consultant understands and acknowledges that the Company’s remedies at law for any material breach of this
Agreement are inadequate and that any such breach may cause irreparable harm to the Company. Consultant therefore agrees that,
in addition to any other rights and remedies as may exist in the Company’s favor, the Company may apply to any court having
jurisdiction to enforce the specific performance of the provisions thereof, and shall be entitled to injunctive relief against
any act which would violate those provisions. Consultant further agrees that Consultant shall not, in any equity proceeding relating
to the enforcement of this Agreement, raise the defense that the Company has an adequate remedy at law. It is further agreed that
in the event of a breach of this Agreement by Consultant or anyone acting on Consultant’s behalf or at Consultant’s
direction, the Company shall be entitled to any and all consequential damages arising from said breach, including, but not limited
to, lost profits. It is also expressly agreed that, in the event of such a breach, the Company shall also be entitled to recover
all of its costs and expenses (including attorney’s fees) incurred by the Company in enforcing its rights hereunder.


 


11.3
Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have
been given when delivered personally or sent by courier, or by certified or registered mail, postage prepaid, return receipt requested,
duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently
by similar process give notice of:


 


If
to the Company:


 


Bone
Biologics Corporation


Attn:
Legal Affairs


321
Columbus Ave, Suite 300


Boston,
MA 02116


 


If
to Consultant:


 


Dr.
Scott Boden


2842
Cravey Drive


Atlanta,
GA 30345


 






    	 		 



    	 	 	 



    

 


11.4
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and
all of which together shall be deemed to be one and the same instrument.


 


11.5
Headings. All headings in this Agreement are for convenience only and shall not affect the meaning of any provision hereof.


 


11.6
Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties and their respective lawful
successors, assigns, heirs, and personal representatives.


 


11.7
Waivers. No provision in this Agreement may be waived unless such waiver is agreed to in writing signed by the Consultant
and by a duly authorized officer of the Company. No waiver by either party hereto of any breach by the other party of any condition
or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition
or provision at the same or any prior or subsequent time.


 


11.8
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement. If any one or more of the provisions of this Agreement shall for any reason be held
to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting it and
reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.


 


11.9
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of Delaware. The parties hereto expressly submit to the exercise of personal jurisdiction over them by any courts located within
the State of Delaware. The parties also expressly agree and acknowledge that service in accordance with the notice provisions
herein shall constitute adequate service of process with respect to any legal proceedings initiated to interpret or enforce this
Agreement, and the parties further agree not to challenge either the exercise of such jurisdiction or the adequacy of such service.


 


11.10
Dispute Resolution. If a dispute arises under this Agreement, before initiating a lawsuit or invoking the arbitration provisions
of this Section 11.10, the parties shall attempt in good faith to settle such dispute by negotiation between the parties’
designated senior officials. If the parties are unable to resolve the dispute or to agree upon a mechanism to resolve the dispute
within ten (10) business days following the first written request for dispute resolution hereunder, then at the request of either
party, the dispute shall be submitted to binding arbitration before the American Arbitration Association (“AAA”)
in accordance with the AAA Commercial Arbitration Rules (“AAA Rules”), and judgment may be entered on the arbitration
award by a court of competent jurisdiction. All disputes submitted to arbitration will be decided by a single arbitrator who must
be a retired judge on the AAA National Roster of Commercial Arbitrators and selected in accordance with the AAA Rules and will
be held in Boston, Massachusetts, unless otherwise mutually agreed upon by the parties. This Section 11.10 shall not preclude
the Company from exercising the remedies set forth in Section 11.2.


 


11.11
Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the Services and
Consultant’s advisory and consulting relationship with the Company. This Agreement supersedes any prior agreements or arrangements,
relative to the Services and Consultant’s advisory and consulting relationship with the Company. No modifications of any
provisions of this Agreement shall be made unless made in writing and signed by the parties hereto.


 


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IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed as a sealed instrument by its duly authorized
representative, effective as of the Effective Date first written above.


 


	Bone Biologics Corporation	 	DR.
    SCOTT BODEN
	
	 	 
	By:	/s/ Stephen R. LaNeve	 	By:
    	/s/ Scott D. Boden,
    MD
	Name:	Stephen R. LaNeve	 	Name:	Scott D. Boden, MD
	Title:	CEO	 	Title:	
	Date:	November 13, 2015	 	Date:	November 13, 2015


 


	 	Taxpayer ID:                                               
	 	 
	 	Check
    one:
	 	[  ] Employer
    Identification Number (EIN)
	 	[  ] Social
    Security Number (SSN)
	 	 
	 	(Required
    for tax purposes)


 



    	 		 



    	 	 	 



    

 


Exhibit
A


Consulting
Intellectual Property Waiver Policy


 


Emory
University, a nonprofit Georgia corporation with offices located at 1599 Clifton Road NE, 4th Floor, Mailstop 1599/001/1AZ
Atlanta, Georgia 30322, (“Emory”) has certain rights in intellectual property that is developed by its employees during
the course of their employment, as noted in Section 7.6 of the Emory University Intellectual Property Policy. 


 


Based
on its internal policy, and subject to all of the conditions below, Emory will waive its ownership rights in Inventions that are
generated during, and as a direct result of, consulting services under a consulting agreement that is executed between an employee
(the “Consultant”) and a third party (the “Company”). “Invention” means any and all ideas,
inventions, improvements, or suggestions conceived, made, or reduced to practice by a Consultant.


 


The
waiver of Emory’s rights is conditional on all of the following terms (i)-(v) being met. 


 


(i)
The Consultant has disclosed the Invention to Emory University’s Office of Technology Transfer; 


 


(ii)
The Invention was created without the use of Emory resources, including, but not limited to, monies from internal or external
sources, facilities, space, equipment, services, or personnel (other than Consultant);


 


(iii)
The Consultant has not, and will not, receive any payments or other compensation, other than the payment specified in the Consulting
Agreement, in consideration of the assignment of any Invention to the Company, including, but not limited to, bonuses, equity,
royalties, an ownership interest in any Inventions, or any profits resulting from commercialization of any Invention;


 


(iv)
The Consultant and members of his/her immediate family do not have any other relationship or agreement with the Company, including,
but not limited to, employment agreements, license agreements, equity agreements, or fiduciary obligations; and


 


Should
any of the above terms not be met for any individual Invention, Emory reserves the right to assert its ownership to said inventions.