Exhibit 10.10 


 


Certain identified information has been excluded from the
exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns. Redacted information is indicated by: [***]


 


CONSULTING
AND ADVISORY AGREEMENT


 


THIS AGREEMENT MADE
AS OF THE 1st DAY OF MARCH, 2005 (the “Effective Date”).


 


BETWEEN:


 


AMORFIX
LIFE SCIENCES LTD., a company incorporated under the laws of Canada having a business office
care of TANZ Neurosciences Building, 6 Queen’s Park Crescent West, Toronto, Ontario, M5S 3H2;


 


(the “Company”)


 


AND:


 


NEIL
CASHMAN, having a business address care of [***];


 


(the “Consultant”)


 


WHEREAS the Consultant
is the scientist behind the Prion technology used by the Company (the “Expertise”);


 


AND WHEREAS the Company
would like to engage the Consultant to provide services to the Company as the Chairman of the Board and Chief Scientific Officer of the
Company;


 


NOW THEREFORE THIS
AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained, the parties hereto agree (the “Agreement”)
as follows:


 


1.            Engagement


 


		1.1	During
                                            the Term of this Agreement, the Consultant will provide the Services described on Schedule
                                            “A” hereto to the Company (the “Services”).



 


		1.2	This
                                            Agreement shall be in effect (the “Term”) until terminated by either party. The
                                            Consultant may terminate on 30 days written notice to the Company, and the Company on 6 months
                                            written notice to the Consultant.



 


		1.3	The
                                            Consultant is cognizant of the sensitive and confidential nature of the interactions contemplated
                                            under this Agreement and, in this regard, agrees to adhere to high ethical standards when
                                            carrying out its engagement. In providing his Services to the Company hereunder, the Consultant
                                            will:



 


		(a)	act
                                            honestly, in good faith and in the best interests of the Company;



 


		(b)	exercise
                                            the care and diligence of a prudent advisor and consultant; and



 


		(c)	use
                                            his best efforts to well and faithfully serve the interests of the Company.



 





		1.4	The
                                            parties may elect, at any time, by mutual agreement, to turn this relationship from a consulting
                                            relationship to an employment relationship, and amend the terms of this Agreement accordingly.





 






    


     


    




 


2.            Remuneration


 


		2.1	For
                                            providing his Services, the Company will:



 


		(a)	pay
                                            to the Consultant a consultancy and advisory fee (the “Fee”) of $5,000 per month,
                                            plus GST, commencing for the month of March, 2005; and



 


		(b)	reimburse
                                            the Consultant for all reasonable expenses (the “Expenses”) incurred by the Consultant
                                            in meeting its obligations hereunder, provided any Expenses exceeding $200 per month are
                                            pre-approved, such approval not to be unreasonably withheld.



 


		2.2	The
                                            Consultant will invoice the Company, no less frequently than monthly, for all Fees and Expenses
                                            incurred. Invoices will be due for payment immediately upon delivery to the Company and should
                                            the Company not pay the full amount outstanding on the invoice to the Consultant within 10
                                            days of receipt of the invoice, interest will accrue on the outstanding balance at a rate
                                            of 18% per annum. If this Agreement is terminated during a calendar month, the Fees will
                                            be prorated for that month to the termination date.



 


		2.3	The
                                            Company will grant to the Consultant, from time to time, stock options to acquire shares
                                            of the Company. The terms and conditions of the stock options will be in accordance with
                                            the stock option plan then in effect and will be subject to the approval of the Board of
                                            the Company. The number of stock options will be an amount that properly reflects the position
                                            of the Consultant with the Company when put in context of the overall organization of the
                                            Company, and the exercise price will be at least as favourable as for other stock options
                                            being granted.



 


3.            Confidentiality
and Protection of Interests


 


		3.1	Each
                                            party will keep this Agreement and all aspects of it confidential during the Term of this
                                            Agreement and for a period of two years thereafter.



 


		3.2	The
                                            Consultant shall not, during the Term of this Agreement or at any time thereafter, use for
                                            his own purposes or for any purposes other than those of the Company any intellectual property
                                            or knowledge or confidential information of any kind whatsoever he may acquire in relation
                                            to the Company’s business or the business of its subsidiaries, and such shall be and
                                            remain the property of the Company.



 






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4.            General


 





		4.1	The
                                            headings and section references in this Agreement are for convenience of reference only and
                                            do not form a part of this Agreement and are not intended to interpret, define or limit the
                                            scope, extent or intent of this Agreement or any provision thereof.







 


		4.2	Time
                                            is hereby expressly made of the essence of this Agreement with respect to the performance
                                            by the parties of their respective obligations under this Agreement.



 


		4.3	This
                                            Agreement shall enure to the benefit of and be binding upon the parties hereto and their
                                            respective heirs, executors, administrators, personal representatives, successors and permitted
                                            assigns. This Agreement may not be assigned by either party hereto without the prior express
                                            written consent of the other party.



 


		4.4	This
                                            Agreement constitutes the entire agreement between the parties hereto relating to the subject
                                            matter hereof and may not be amended, waived or discharged except by an instrument in writing
                                            executed by the party against whom enforcement of such amendment, waiver or discharge is
                                            sought and this Agreement supersedes all prior agreements between the parties.



 


		4.5	Each
                                            of the parties hereto hereby covenants and agrees to execute such further and other documents
                                            and instruments and do such further acts and other things as may be necessary to implement
                                            and carry out the intent of this Agreement.



 


		4.6	All
                                            notices, requests, demands and other communications hereunder shall be in writing and shall
                                            be deemed to have been duly given if sent or delivered as follows:



 


	 	   To
                    the Company:



	 	 	 
	 	 	Amorfix Life Sciences Ltd.
	 	 	c/o [***]



 


	 	   Attention:	Dr. Vigen Nazarian, President & acting CEO
	 	   Email:	[***]



 


	 	   To
                    the Consultant: 






	 	 
	 	 	Neil Cashman
	 	 	c/o [***]



 


	 	   Email:	[***]


 


or to such other address
as may be given in writing by the Company or the Consultant.


 






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IN WITNESS WHEREOF
this Agreement has been duly executed by the parties hereto effective as of the day and year first above written.


 


	Signed, sealed
                           and delivered by AMORFIX LIFE SCIENCES LTD. per:
	 
	 	 
	/s/ Vigen Nazarian	 
	Dr. Vigen Nazarian	 


 


	SIGNED,
                                            SEALED and DELIVERED by NEIL CASHMAN in the presence of:
	)	 
	 	)	 
	/s/	)	/s/ Neil Cashman
	Signature of Witness	)	NEIL CASHMAN
	 	)	 
	 	)	 
	Name of Witness	)	 
	 	)	 
	 	)	 
	Address of Witness	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	Scientist	)	 
	Occupation of Witness	)	 



 









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SCHEDULE
 “A”


 


DESCRIPTION
OF SERVICES


 


[Intentionally
omitted]