Exhibit 10.12


 


Certain identified information has been excluded from the exhibit
pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it
is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated
by: [***]




 


CONSULTING AGREEMENT


 


This Consulting Agreement (the “Agreement”)
is made effective as of October 17, 2016 (the of “Effective Date”), by and between ProMIS Neurosciences, Inc. a
Canadian corporation, with its principal place of business being 1920 Yonge Street, Suite 200, Toronto, Ontario M4S 3E2 (the “Company”)
and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being [***] (“Danforth”).
The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”


 


WHEREAS, the Company possesses
know-how and proprietary technology related to the development of precision medicine therapeutics for the effective treatment of neurodegenerative
diseases, including Alzheimer’s and ALS; and


 


WHEREAS, Danforth has expertise
in financial and corporate operations and strategy; and


 


WHEREAS, Danforth desires
to serve as an independent consultant for the purpose of providing the Company with certain strategic and financial advice and support
services, as more fully described in Exhibit A attached hereto, (the “Service”); and


 


WHEREAS, the Company wishes
to engage Danforth on the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties agree and covenant
as follows.


 


		1.	Services of Consultant. Danforth will assist the Company with matters relating to the Services.
The Services are more fully described in Exhibit A attached hereto. Danforth and the Company will review the Services on a
monthly basis to prioritize and implement the tasks listed on Exhibit A.



 


		2.	Compensation for Services. In full consideration of Danforth’s full, prompt and faithful
performance of the Services, the Company shall compensate Danforth a consulting fee more fully described in Exhibit A (the
 “Consulting Fee”). Danforth shall, from time to time, but not more frequently than twice per calendar month, invoice the Company
for Services rendered, and such invoice will be paid upon (15) days of receipt. Each month the Parties shall evaluate jointly the current
fee structure and scope of Services. Danforth reserves the right to an annual increase in consultant rates of up to 4%, effective January 1
of each year. Upon termination of this Agreement pursuant to Section 3, no compensation or benefits of any kind as described in this
Section 2 shall be payable or issuable to Danforth after the effective date of such termination. In addition, the Company will reimburse
Danforth for reasonable out-of-pocket business expenses, including but not limited to travel and parking, incurred by Danforth in performing
the Services hereunder, upon submission by Danforth of supporting documentation reasonably acceptable to the Company. Any such accrued expenses in
any given three (3) month period that exceed one thousand dollars ($1,000) shall be submitted to the Company for its prior written
Approval.



 






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All Danforth invoices and
billing matters should be addressed to:


 


	Company Accounts
    Payable Contact:	 	Eugene Williams
	 	 	[***]
	 	 	 
	With copy to:	 	Janet Clennet
	 	 	[***]
	 	 	 
	All Company payments and billing inquiries should be addressed to:
	 	 	 
	Danforth Accounting:	 	Betsy Sherr
	 	 	[***]




 


		3.	Term and Termination. The term of this Agreement will commence on the Effective Date and Will continue
through the anniversary of such date in the next calendar year (the y r “Term”). This Agreement may be extended for an additional
period by mutual written agreement. This Agreement may be terminated by either Party hereto: (a) with Cause (as defined below), upon
thirty (30) days prior written notice to the other Party; or (b) without cause upon sixty (60) days prior written notice to the other
Party. For purposes of this Section 3, “Cause” shall include: (i) a breach of the terms of this Agreement which
is not cured within thirty (30) days of written notice of such default or (ii) the commission of any act of fraud, embezzlement or
deliberate disregard of a rule or policy of the Company.



 


		4.	Time Commitment. Danforth will devote such time to perform the Services under this Agreement as
may reasonably be required.



 


		5.	Place of Performance. Danforth will perform the Services at such locations upon which the Company
and Danforth may mutually agree. Danforth will not, without the prior written consent of the Company, perform any of the Services at any
facility or in any manner that might give anyone other than the Company any rights to or allow for disclosure of any Confidential Information
(as defined below).



 


		6.	Compliance with Policies and Guidelines. Danforth will perform the Services in accordance with
all rules or policies adopted by the Company that the Company discloses in writing to Danforth.



 


		7.	Confidential Information. Danforth acknowledges and agrees that during the course of performing
the Services, the Company may furnish, disclose or make available to Danforth information, including, but not limited
to, material, compilations, data, formulae, models, patent disclosures, procedures, processes, business plans, projections, protocols,
results of experimentation and testing, specifications, strategies and techniques, and all tangible and intangible embodiments thereof
of any kind whatsoever (including, but not limited to, any apparatus, biological or chemical materials, animals, cells, compositions,
documents, drawings, machinery, patent applications, records and reports), which is owned or controlled by the Company and is marked or
designated as confidential at the time of disclosure or is of a type that is customarily considered to be confidential information (collectively
the “Confidential Information”). Danforth acknowledges that the Confidential Information or any part thereof is the exclusive
property of the Company and shall not be disclosed to any third party without first obtaining the written consent of the Company. Danforth
further agrees to take all practical steps to ensure that the Confidential Information, and any part thereof, shall not be disclosed or
issued to its affiliates, agents or employees, except on like terms of confidentiality. The above provisions of confidentiality shall
apply for a period of five (5) years.



 






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		8.	Intellectual Property. Danforth agrees that all ideas, inventions, discoveries, creations, manuscripts,
properties, innovations, improvement’s, know-how, inventions, designs, developments, apparatus, techniques, methods, and formulae
that Danforth conceives, makes, develops or improves as a result of performing the Services, whether or not reduced to practice and whether
or not patentable, alone or in conjunction with any other party and whether or not at the request or upon the suggestion of the Company
(all of the foregoing being hereinafter collectively referred to as the “Inventions”), shall be the sole and exclusive property
of the Company. Danforth hereby agrees in consideration of the Company’s agreement to engage Danforth and pay compensation for the
Services rendered to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
that Danforth shall not, without the prior written consent of the Company, directly or indirectly, consult for, or become an employee
of, any company which conducts business in the Field of Interest anywhere in the world. As used herein, the term “Field of Interest”
shall mean the research, development, manufacture and/or sale of the products resulting from the Company’s technology. The limitations
on competition contained in this Section 8 shall continue during the time that Danforth performs any Services for the Company, and
for a period of three (3) months following the termination of any such Services that Danforth performs for the Company. If any part
of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then
this Section 8 is intended to and shall extend only for such period of time, in such area and with respect to such activity as is
determined to be reasonable. Except as expressly provided herein, nothing in this Agreement shall preclude Danforth from consulting for
or being employed by any other person or entity.



 


		9.	Non Solicitation. All personnel representing Danforth are employees or contracted agents of Danforth.
As such, they are obligated to provide the Services to the Company and are obligated to Danforth under confidentiality, non-compete, and
non-solicitation agreements. Accordingly, they are not retainable
as employees or contractors by the Company and the Company hereby agrees not to solicit, hire or retain their services for so long as
they are contracted agents of Danforth and for two (2) years thereafter. Should the Company violate this restriction, it agrees to
pay Danforth liquidated damages equal to equal to thirty percent (30%) of the employee’s starting annual base salary and target
annual bonus for each Danforth contracted agent hired by the Company in violation of this Agreement, plus Danforth’s reasonable
attorneys’ fees and costs incurred in enforcing this agreement should the Company fail or refuse to pay the liquidated damages amount
in full within thirty (30) days following its violation.



 






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		10.	Placement Services. In the event that Danforth refers a potential employee to the Company and that
individual is hired, Danforth shall receive a fee equal to twenty percent (20%) of the employee’s starting annual base salary and
target annual bonus. This fee is due and owing whether an individual is hired, directly or indirectly on a permanent basis or on a contract
or consulting basis by the Company, as a result of Danforth’s efforts within one (1) year of the date applicant(s) are
submitted to the Company. Such payment is due within thirty (30) days of the employee’s start date.



 


		11.	No Implied Warranty. Except for any express warranties stated herein, the Services are provided
on an “as is” basis, and the Company disclaims any and all other warranties, conditions, or representations (express, implied,
oral or written), relating to the Services or any part thereof. Further, in performing the Services Danforth is not engaged to disclose
illegal acts, including fraud or defalcations, which may have taken place. The foregoing notwithstanding, Danforth will promptly notify
the Company if Danforth becomes aware of any such illegal acts during the performance of the Services. Because the Services do not constitute
an examination in accordance with standards established by the American Institute of Certified Public Accountants (the “AICPA”),
Danforth is precluded from expressing an opinion as to whether financial statements provided by the Company are in conformity with generally
accepted accounting principles or any other standards or guidelines promulgated by the AICPA, or whether the underlying financial and
other data provide a reasonable basis for the statements.



 


		12.	Indemnification. Each Party hereto agrees to indemnify and hold the other Party hereto, its directors,
officers, agents and employees harmless against any claim based upon circumstances alleged to be inconsistent with such representations
and/or warranties contained in this Agreement. Further, the Company shall indemnify and hold harmless Danforth and any of its subcontractors
against any claims, losses, damages or liabilities (or actions in respect thereof) that arise out of or are based on the Services performed
hereunder, except for any such claims, losses, damages or liabilities arising out of the gross negligence or willful misconduct of Danforth
or any of its subcontractors. The Company will endeavor to add Consultant and any applicable subcontractor to its insurance policies as
additional insureds.



 


		13.	Independent Contractor. Danforth is not, nor shall Danforth be deemed to be at any time during
the term of this Agreement, an employee of the Company, and therefore Danforth shall not be entitled to any benefits provided by the Company
to its employees, if applicable. Danforth’s status and relationship with the Company shall be that of an independent contractor
and consultant. Danforth shall not state or imply, directly or indirectly, that Danforth is empowered to bind the Company without the
Company’s prior written consent. Nothing herein shall create, expressly or by implication, a partnership, joint venture or other
association between the parties. Danforth will be solely responsible for payment of all charges and taxes arising from his or her relationship
to the Company as a consultant.



 


		14.	Records. Upon termination of Danforth’s relationship with the Company, Danforth shall deliver
to the Company any property or Confidential Information of the Company relating to the Services which may be in its possession including
products, project plans, materials, memoranda, notes, records, reports, laboratory notebooks, or other documents or photocopies and any
such information stored using electronic medium.



 






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		15.	Notices. Any notice under this Agreement shall be in writing (except in the case of verbal communications,
emails and teleconferences updating either Party as to the status of work hereunder) and shall be deemed delivered upon personal delivery,
one day after being sent via a reputable nationwide overnight courier service or two days after deposit in the mail or on the next business
day following transmittal via facsimile. Notices under this Agreement shall be sent to the following representatives of the Parties:



 


If to the Company:


 


	Name:

    Title:

    Address:

     

    Phone:

    E-mail:
	 	Eugene Williams

    Executive Chairman

    [***]

    

    [***]

    [***]

	 	 	 
	If to
    Danforth:	 	 
	 	 	 
	Name:

    Title:

    Address:

     

    Phone:

    E-mail:
	 	Gregg Beloff

    Managing Director

    [***]

     

    [***]

    [***]



 


		16.	Assignment and Successors. This Agreement may not be assigned by a Party without the consent
                                                           of the other which consent shall not be unreasonably withheld, except that each Party may assign this Agreement and the rights,
                                                           obligations and interests of such Party, in whole or in part, to any of its Affiliates, to any purchaser of all or substantially all
                                                           of its assets or to any successor corporation
resulting from any merger or consolidation of such Party with or into such corporation.



 


		17.	Force Majeure. Neither Party shall be liable for failure of or delay in performing obligations
set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters
or any causes beyond the reasonable control of either Party. In the event of such force majeure, the Party affected thereby shall use
reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.



 


		18.	Headings. The Section headings are intended for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this Agreement.



 


		19.	Integration; Severability. This Agreement is the sole agreement with respect to the subject matter
hereof and shall supersede all other agreements and understandings between the Parties with respect to the same. If any provision of this
Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention
of the Parties that the remainder of the Agreement shall not be affected.



 






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		20.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts, excluding choice of law principles. The Parties agree that any action or proceeding arising out of
or related in any way to this Agreement shall be brought solely in a Federal or State court of competent jurisdiction sitting in the Commonwealth
of Massachusetts.



 


		21.	Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original,
but all of which together will constitute one agreement.



 


If you are in agreement with the foregoing, please
sign where indicated below, whereupon this Agreement shall become effective as of the Effective Date.


 


	DANFORTH ADVISORS, LLC	 	PROMIS NEUROSCIENCES, INC.
	 	 	 	 	 
	By:	/s/ Daniel Geffken                        	 	By:	/s/ Eugene Williams         



 


	Print Name:	Daniel Geffken	 	Print Name:	Eugene Williams



 


	Title:	Managing Director	 	Title:	Executive Chairman
	 	 	 	 	 
	Date:	October 17, 2016	 	Date:	October 17, 2016


 






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EXHIBIT A


 


[Intentionally omitted]


 






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