Exhibit
10.5


 


ADVISORY
BOARD AGREEMENT


 


THIS
ADVISORY BOARD AGREEMENT (this “Agreement”) is entered into on June 8, 2017 (the “Effective Date”)
by and between BIOGEN3D Corporation, a Delaware corporation (the “Company”), and Janet Zoldan (“Advisor”).


 


RECITALS


 


WHEREAS,
the Company desires to obtain the services of Advisor to serve on the Company’s Board of Advisors (the “Advisory Board”),
and the Advisor desires to serve on the Advisory Board, upon the following terms and conditions.


 


NOW,
THEREFORE, in consideration of the foregoing recital, which is incorporated into and made a part of the Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


AGREEMENT


 


1.
Advisory Board Member. The Company hereby retains Advisor as a member of the Advisory Board, and Advisor accepts such position.


 


2.
Term. The term of this Agreement (the “Term”) shall be the period commencing on the Effective Date
and terminating upon the later of either (1) 2 years from the Effective Date, or (2) upon immediate written notice delivered by either
party to the other for any or no reason.


 


3.
Position, Duties, Responsibilities.


 


a.
Duties. Advisor shall perform those services (“Services”) as reasonably requested by the Company from
time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall make himself reasonably
available to answer questions, provide advice and provide Services to the Company upon reasonable request from the Company.


 


b.
Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is
an independent contractor, and not the employee, agent, joint venture, or partner of the Company for any purposes whatsoever. To the
extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement.
Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that
neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in
a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor
is now or hereinafter becomes obligated.


 


4.
Compensation, Benefits, Expenses.


 


a.
Compensation. As consideration for certain of the Services to be rendered by Advisor hereunder, the Company shall pay Advisor the
Compensation as defined on Exhibit A attached hereto.


 




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b.
Reimbursement of Expenses. The Company shall promptly reimburse Advisor for any reasonable costs and expenses incurred by Advisor
in connection with any Services specifically requested by the Company and actually performed by Advisor pursuant to the terms of this
Agreement. Each such expenditure or cost shall be reimbursed only if: (i) with respect to costs in excess of $100, individually, Advisor
receives prior approval from the Company’s CEO or CFO or other executive for such expenditure or cost, and (ii) with respect to
costs in less than $100, individually, provided Advisor furnishes to the Company adequate records and other documents reasonably acceptable
to the Company evidencing such expenditure or cost. Company shall reimburse Advisor for any reasonable expenses incurred by Advisor in
connection with his in-person attendance at a Company board meeting, such expenses to include transportation, airline flights, hotels,
and meals.


 


5.
Proprietary Information; Work Product; Non-Disclosure.


 


a.
Proprietary Information Defined. The Company has and/or will conceive, develop and/or own, and continues to conceive and develop,
certain property and intellectual rights and information, including, but not limited to, its business plans and objectives, products
and services, client, customer and employee information, financial projections, marketing plans, marketing materials, logos, and designs,
and technical data, inventions, research, recipes, processes, know-how, marketing strategies, algorithms, formulae, franchises, databases,
computer programs, computer software and other trade secrets, information relating to patents issued, patents pending, patent applications,
trademarks, service marks, copyrights, inventions, know-how or trade secrets, or otherwise to research and development efforts, methodologies,
testing, engineering, manufacturing, sales, :finances, or operations (such as but not limited to processes, formulae, methods, designs,
schematics plans, techniques, devices, manufacturing and/or testing procedures, sales, personnel information or data), intangible assets
and industrial or proprietary property rights which may or may not be related directly or indirectly to the Company’s business
and all documentation, media or other tangible embodiment of or relating to any of the foregoing and all proprietary rights therein of
the Company (all of which are hereinafter referred to as the “Proprietary Information”). Although certain information
may be generally known in the relevant industry, the fact that the Company uses it may not be so known. In such instance, the knowledge
that the Company uses the information would comprise Proprietary Information. Furthermore, the fact that various fragments of information
or data may be generally known in the relevant industry does not mean that the manner in which the Company combines them, and the results
obtained thereby, are known. In such instance, that would also comprise Proprietary Information.


 


b.
General Restrictions on Use. Advisor agrees to hold all Proprietary Information in confidence and not to, directly or indirectly,
disclose, use, copy, publish, summarize, or remove from the Company’s premises any Proprietary Information (or remove from the
premises any other property of the Company), except (i) during the Term to the extent authorized and necessary to carry out Advisor’s
responsibilities under this Agreement, and (ii) after termination of this Agreement, only as specifically authorized in writing by the
Company. Advisor shall protect the Proprietary Information against unauthorized use or disclosure with at least the same degree of care
that Advisor uses to protect its own proprietary or confidential information of a similar nature, but in no event less than a reasonable
degree of care.


 




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Notwithstanding
the foregoing, such restrictions shall not apply to: (x) information which Advisor can show was rightfully in Advisor’s possession
at the time of disclosure by the Company; (y) information which Advisor can show was received from a third party who lawfully developed
the information independently of the Company or obtained such information from the Company under conditions which did not require that
it be held in confidence; or (z) information which, at the time of disclosure, is generally available to the public.


 


The
Company may use the name of Advisor or Advisor’s affiliated university or any affiliated entity without the prior written approval
of Advisor or any affiliated entity, as the case may be, only so long as any such usage is limited to reporting factual events or circumstances
only. Information not requiring prior written approval of Advisor or affiliated entity shall include but is not limited to using Advisor’s
name, picture, biography and any information or videos regarding Advisor which is public. Company may state that Advisor is a member
of Company’s Advisory Board and/or is providing strategic scientific and/or biomedical engineering advice and/or services and/or
direction to Company, and may use information pertaining to Advisor for purposes including but not limited to Company website, marketing,
advertising, and fundraising.


 


c.
Ownership of Work Product. All Company Work Product (as hereinafter defined) shall be considered work(s) made for hire by Advisor
for the sole benefit of the Company and shall belong exclusively to the Company and its designees. “Company Work Product”
shall mean any and all works, ideas, inventions, improvements, discoveries, designs, writings, works of authorship, processes, formulas,
intellectual property, patents and all other documentation (whether or not patentable or copyrightable or constituting trade secrets
and whether or not reduced to writing or practice), that are authored, conceived, developed, first reduced to practice· or discovered
by Advisor (whether alone or with others) (i) in the performance of the Services, (ii) that derive from information or materials Advisor
received from Company, or (iii) that relate to or result from the actual or anticipated business, work, research or investigation of
Company. All Company Work Product shall be promptly and fully disclosed by Advisor to Company. Advisor hereby assigns all right, title
and interest in and to such Work Product (including all intellectual property embodied therein) to Company. At Company’ request
and expense, Advisor shall execute, acknowledge and deliver such assignments, declarations, certificates and other documents as Company
may consider necessary or appropriate to properly evidence Company’s right, title and interest in the Company Work Product, and
all intellectual property rights embodied therein, including, but not limited to, all copyrights and patent rights, and to obtain full
protection therefor. Advisor shall execute any and all applications for domestic and foreign patents, copyrights or other proprietary
rights and do such other acts (including, among other things, the execution and delivery of instruments of further assurance or confirmation)
requested by Company to assign the Company Work Product to Company and to permit Company to file, obtain and enforce any patents, copyrights
or other proprietary rights in the Company Work Product. Advisor’s obligation to execute, or cause to be executed, any such instrument
or paper, shall indefinitely survive the termination or expiration of Advisor’s service on the Advisory Board. All Company Work
Product and all information related thereto shall be considered Proprietary Information and shall be subject to all of the restrictions
set forth in this Agreement.


 


d.
Return of Proprietary Information. Upon termination of this Agreement, Advisor shall promptly deliver to the Company all
drawings, blueprints, manuals, specification documents, documentation, source or object codes, tape discs and any other storage
media, letters, notes, notebooks, reports, flowcharts, and all other materials in its possession or under its control relating to
the Proprietary Information and/or Services, as well as all other property belonging to the Company which is then in Advisor’s
possession or under its control.


 




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e.
Remedies. Nothing in this Section 5 is intended to limit any remedy of the Company under applicable state or federal law.


 


6.
Notice of Competitive Services and Non-solicitation of Employees. During the Term and for 6 months thereafter, Advisor shall
provide the Company with prior written notice if Advisor intends to provide any services, as an advisor, employee, consultant or otherwise,
to any person, company or entity that competes directly with the Company, such written notice to include the name of the competitor.
Advisor agrees that during the term of this Agreement and for a period of three years thereafter, Advisor will not, other than on behalf
of or for the benefit of Company: (i) recruit or hire any employee, independent contractor or advisor of Company, or otherwise attempt
to solicit or induce any such employee, independent contractor or advisor to leave the employment of, or terminate their relationship
or provisions of services with, Company; or (ii) otherwise interfere with Company’s business relationship with any client, vendor,
independent contractor or other party with whom Company engages in business.


 


7.
Miscellaneous.


 


a.
Notices. Any notice required or otherwise made pursuant to this Agreement shall be in writing, sent by registered or certified mail
properly addressed, or by email to the other party using the information set forth above or such other information as may be designated
by written notice to the other party. Notice shall be deemed effective (i) three business days following the date of sending such notice
if by mail, (ii) on the day following deposit with an overnight courier, if sent by overnight courier, (iii) upon receipt if by personal
delivery, or (iv) upon confirmation of receipt through facsimile electronic means if by email.


 


b.
Entire Agreement. This Agreement and any documents attached hereto as Exhibits constitute the entire agreement and understanding
between the parties with respect to the subject matter herein and therein, and supersede and replace any and all prior agreements and
understandings, whether oral or written with respect to such matters. The provisions of this Agreement may be waived, altered, amended
or replaced in whole or in part only upon the written consent of both parties to this Agreement.


 


c.
Severability, Enforcement. If, for any reason, any prov1s1on of this Agreement shall be determined to be invalid or inoperative,
the validity and effect of the other provisions herein shall not be affected thereby, provided that no such severability shall be
effective if it causes a material detriment to any party.


 


d.
Governing Law. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois, and the state and federal courts located in Cook County, Illinois shall have exclusive
jurisdiction of all suits and proceedings arising out of or in connection with this Agreement. Each party hereby submits to the jurisdiction
of said courts in Cook County, Illinois for purposes of any such suit or proceeding, and waives any claim that any such forum is an inconvenient
forum.


 




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e.
Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER TIDS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS
WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, TI-IE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 


f.
Injunctive Relief. The parties agree that in the event of any breach or threatened breach of any of the covenants in Section 5 or
6, the damage or imminent damage to the value and the goodwill of the Company’s business will be irreparable and extremely difficult
to estimate, making any remedy at law or in damages inadequate. Accordingly, the parties agree that the Company shall be entitled to
injunctive relief against Advisor in the event of any breach or threatened breach of any such provisions by Advisor (without having to
post bond), in addition to any other relief (including damages) available to the Company under this Agreement or under applicable state
or federal law.


 


g.
Attorneys’ Fees. The prevailing party in any claim or litigation in connection with this Agreement shall be entitled to recover
from the non-prevailing party all costs and expenses, including, without limitation, the prevailing party’s reasonable attorneys’
and paralegals’ fees and costs in connection with any such claim or litigation.


 


h.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable, and all of which
together shall constitute one agreement.


 


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IN
WITNESS WHEREOF, each party hereto has duly executed this Agreement as of the Effective Date.


 


	COMPANY:  BIOGEN3D CORPORATION	 	ADVISOR
	 	 	 	 	 
	Signature
    	/s/
    Steven Morris	 	Signature	/s/
    Janet Zoldan
	 	 	 	 	 
	Print
    Name: 	Steven
    Morris	 	Print
    Name: 	Janet
    Zoldan
	 	 	 	 	 
	Title:	CEO	 	 	 


 




    	 



     


    

 


Exhibit
A


 


“Services”:


 


	 	●
    	Participate
    in quarterly meetings.
	 	●
    	Be
    reasonably accessible to the Company to provide guidance on overall strategy, laboratory setup and development, research strategy,
    research development and implementation, and other varied issues on an as-needed basis.
	 	●
    	Help
    identify, advise on and potentially recruit potential employees, consultants, directors, advisors and other services providers to
    the Company.


 


“Compensation”:


 


Company
shall: (a) pay Advisor $2,500 upon execution of this Agreement and $2,500 per 90 days until Company consummates fundraising in excess
of $5,000,000 (a “Qualified Financing”); (b) after Company consummates a Qualified Financing, pay Advisor an amount equal
to $5,000 per calendar quarter thereafter, payable within 10 days after the beginning of each such calendar quarter; (c) grant to Advisor
2,500 shares of common stock of Company (the “Grant”), which Grant shall be made within 180 days of the Effective
Date and (d) grant to Advisor 10,000 options to purchase common stock of Company at an exercise price equal to the fair market value
of such common units as of the date hereof, as reasonably determined by Company (the “Option”). The Option
shall be granted no later than 1 year following the execution of this agreement pursuant to a separate agreement containing customary
terms and conditions acceptable to Company, including, but not limited to, the following vesting schedule: (i) 50% of the Option shall
vest on the two year anniversary of the Effective Date (the “Initial Vesting Date”); and (ii) the remaining
50% of the Option shall vest on the three year anniversary of the Effective Date.