1

 
          (c) Consultant represents that Consultant has the authority to enter into thisAgreement and that Consultant’s performance of the terms of this Agreement and service as a memberof the Board and a consultant to the Company do not and will not breach any obligation or agreementof Consultant to Consultant’s primary employer or any other third party.          (d) Consultant understands and acknowledges that the payments Consultant willreceive pursuant to Section 2 below are intended solely to compensate Consultant for the servicesConsultant will provide hereunder. Such payments shall in no way influence Consultant’sprofessional judgment in performing services hereunder or otherwise. **2.** **Compensation.**          (a) In consideration of Consultant’s services hereunder, the Company shall pay to Consultant afee at the rate of seventy-five thousand U.S. dollars ($75,000) per annum pro rated for the term ofthe Agreement (i.e., six thousand two hundred fifty U.S. dollars (US $6,250) per calendar month) onthe understanding that it is anticipated that the Company shall hold approximately four (4) Boardmeetings per annum and that ad hoc Board meetings may from time to time be convened. Fees shall bepayable to Consultant on a monthly basis in arrears.          (b) The Company will reimburse Consultant for travel and other out-of-pocketexpenses reasonably and properly incurred by Consultant in the course of performing services underthis Agreement; provided, however, that Consultant provides the Company with appropriate receiptsand other relevant documentation for all such costs as part of any request by Consultant forreimbursement. Notwithstanding the foregoing, Consultant shall obtain the prior written consent ofthe Company for any expenses that will exceed, in the aggregate, more than $2,500. **3.** **Independent Contractor.**          It is understood and agreed that Consultant is an independent contractor and not an employeeof the Company. Consultant has no authority to obligate the Company by contract or otherwise andshall in no way represent Consultant to be an employee or officer of the Company. Consultant willnot be eligible for any employee benefits, nor will the Company make deductions from Consultant’sfees for any taxes, national insurances or VAT payments. Taxes, national insurance and VAT paymentsshall be the sole responsibility of Consultant.
2

 
 **4.** **Additional Activities.**          (a) The Company acknowledges that Consultant has other employment and consulting obligations,and that these obligations may take priority over the obligations Consultant has to the Company byreason of this Agreement.          (b) The Company’s policy is that persons who serve as principal investigatorsfor clinical trials sponsored by the Company may not hold stock or other equity interests in theCompany. Consultant agrees that if in the future Consultant becomes a principal investigator orotherwise plays a significant role in any clinical trial sponsored by the Company, Consultant willcomply with this policy.          (c) In order to avoid conflicts concerning ownership of intellectual property,Consultant will not conduct work for the Company on the premises of Consultant’s employer or withits facilities unless there is a written agreement covering such work between the Company and suchinstitution. **5.** **Proprietary Information.**          (a) During the course of Consultant’s services hereunder, the Company may disclose, orConsultant may otherwise have access to, Proprietary Information of the Company. For purposes ofthis Agreement, “**Proprietary Information**” shall mean information relating to the Company’s researchand development programs and results, therapeutic candidates and products, clinical and preclinicaldata, Inventions (as defined in Section 7), trade secrets, business strategy, patent rights,licenses, product and marketing strategy and materials, market data, personnel, consultants,suppliers, manufacturers, licensors, licensees, partners, affiliates, customers, potentialcustomers or others, or other matters related to and treated confidentially by the Company.          (b) Proprietary Information subject to this Section 5 shall not includeinformation that: (i) is or later becomes available to the public through no breach of thisAgreement by Consultant; (ii) is obtained by Consultant from a third party who had the legal rightto disclose the information to Consultant; (iii) is already in the possession of Consultant on thedate this Agreement becomes effective and was not Proprietary Information or subject to otherrestrictions on disclosure as of that date as shown by written records predating the date it wasobtained under this Agreement; or (iv) is required to be disclosed by law, government regulation,or court order, provided that Consultant gives the Company prompt notice of such disclosurerequirement and assists the Company so as to enable the Company to seek limitations or exemptionsfrom such disclosure requirement.          (c) Consultant acknowledges that the protection of Proprietary Information isnecessary to conduct the Company’s business, and the Company is and shall at all times remain thesole owner of the Company’s Proprietary Information.
3

 
          (d) During the term of this Agreement and for five (5) years thereafter,Consultant will keep in confidence and trust all Proprietary Information, and shall not use ordisclose such Proprietary Information, except as such use may be required in performing services asa consultant to the Company. **6.** **Nondisclosure of Third-Party Information.**          Consultant understands that the Company has received and in the future will receive from thirdparties information that is confidential or proprietary (“**Third-Party Information**”), subject to aduty on the part of the Company to maintain the confidentiality of such information and to use itonly for certain limited purposes. During the term of this Agreement and thereafter, Consultantwill hold Third-Party Information which Consultant learns in connection with Consultant’s serviceshereunder in the strictest confidence and will not disclose or use such Third-Party Informationexcept as permitted by the agreement between the Company and such third party, unless expresslyauthorized to act otherwise by the Company. **7.** **Rights to Inventions and Intellectual Property.**          (a) In connection with Consultant’s services hereunder, or by use of the resources of theCompany, Consultant may produce, develop, create or invent Inventions and Intellectual Property(each as defined below) related to the business of the Company. Consultant shall maintain andfurnish to the Company complete and current records of all such Inventions and IntellectualProperty and disclose to the Company in writing any such Inventions and Intellectual Property.Consultant agrees that all such Inventions and Intellectual Property are and shall be the exclusiveproperty of the Company, and that the Company may use or pursue them without restriction oradditional compensation. Consultant: (i) hereby assigns, sets over and transfers to the Company allof Consultant’s right, title and interest in and to such Inventions and Intellectual Property;(ii) agrees that Consultant and Consultant’s agents shall, during and after the period Consultantis retained by the Company, cooperate fully in obtaining patent, trademark, service mark, copyrightor other proprietary protection for such Inventions and Intellectual Property, all in the name ofthe Company (but only at Company expense), and, without limitation, shall execute all requestedapplications, assignments and other documents in furtherance of obtaining such protection orregistration and confirming full ownership by the Company of such Inventions and IntellectualProperty; and (iii) shall, upon termination or expiration of this Agreement, provide to the Companyin writing a full, signed statement of all Inventions and Intellectual Property in which Consultantparticipated prior to such termination or expiration.          (b) For purposes of this Agreement, “**Intellectual Property**” shall mean anyInvention, writing, trade name, trademark, service mark or any other material registered orotherwise protected or protectable under state, federal, or foreign patent, trademark, copyright,or similar laws; and “**Inventions**” shall mean ideas, discoveries, inventions, developments andimprovements, whether or not reduced to practice and whether or not
4

 
patentable or otherwise within the definition of Intellectual Property.          (c) Consultant acknowledges that the protection of Intellectual Property isnecessary to conduct the Company’s business, and the Company is and shall at all times remain thesole owner of the Company’s Intellectual Property. **8.** **Term and Termination.**          (a) This Agreement shall commence on the Effective Date and be effective until 31stDecember 2009, unless the Agreement is extended beyond this term by prior written agreement of theparties; in the absence of which this Agreement and any obligations contained herein or understoodbetween the parties in relation to membership on the Board and other advisory services shallforthwith lapse.          (b) Either party can terminate this Agreement at any time upon sixty (60) daysprior notice in which event this Agreement and any obligations contained herein or understoodbetween the parties in relation to membership on the Board shall forthwith lapse and only thosefees payable to the date of termination shall be payable by the Company.          (c) The parties shall mutually agree in writing with respect to any extension ofthe term hereof. **9.** **Effect of Termination.**          Upon the expiration or termination of this Agreement, each party shall be released from allobligations and liabilities to the other occurring or arising after the date of such expiration ortermination, except that expiration or termination of this Agreement shall not relieve (i)Consultant of Consultant’s obligations under Sections 5, 6 and 7 hereof; (ii) the Company of itsobligations to reimburse Consultant for expenses under Section 2(b) hereof; or (iii) Consultant orthe Company from any liability arising from any breach of this Agreement. Upon expiration ortermination of this Agreement for any reason whatsoever, Consultant shall promptly surrender anddeliver to the Company all documents and other materials pertaining to Consultant’s work with theCompany, and any documents or other materials (including reproductions thereof) containing anyProprietary Information. **10.** **Assignment.**          The rights and liabilities of the parties hereto shall bind and inure to the benefit of theirrespective successors, heirs, executors and administrators, as the case may be; provided, however,that because the Company has specifically contracted for Consultant’s services, Consultant may notassign or delegate Consultant’s obligations under this Agreement, either in whole or in part,without the prior written consent of the Company.
5

 
 **11.** **Legal and Equitable Remedies.**          Since Consultant’s services are personal and unique and since Consultant may have access toProprietary Information, the Company shall have the right to enforce this Agreement and any of itsprovisions by injunction, specific performance or other equitable relief without prejudice to anyother rights and remedies that the Company may have for a breach of this Agreement. **12.** **Governing Law; Severability.**          This Agreement shall be governed by the laws of England and Wales and the parties herebysubmit to the exclusive jurisdiction of the English courts. If any provision of this Agreement isfound by a court of competent jurisdiction to be unenforceable, that provision shall be severed andthe remainder of this Agreement shall continue in full force and effect. **13.** **Complete Understanding; Modification.**          This Agreement constitutes the final, exclusive and complete understanding and agreement ofthe parties hereto and supersedes all prior understandings and agreements. Any waiver, modificationor amendment of any provision of this Agreement shall be effective only if in writing and signed bythe parties hereto. **14.** **Notices.**          (a) All notices, requests, consents and other communications hereunder shall be in writing,addressed to the receiving party’s address as set forth below or to such other address as a partymay designate by notice hereunder, and either (i) delivered by hand, (ii) sent by overnightcourier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid.          (b) All notices, requests, consents and other communications hereunder shall bedeemed to have been given either (i) if by hand, at the time of the delivery thereof to thereceiving party at the address of such party set forth above, (ii) if sent by overnight courier, onthe next business day following the day such notice is delivered to the courier service, or(iii) if sent by registered or certified mail, on the third business day following the day suchmailing is made. **15.** **Counterparts**.          This Agreement may be executed by the parties hereto on separate counterparts, each of whichshall be deemed an original, but all of which together shall constitute one and the sameinstrument.
6

 
**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date firstwritten above.   **PROSIDION LIMITED** **CONSULTANT**   /s/ Anker Lundemose /s/ Daryl Granner   By: Dr. Anker Lundemose Dr. Daryl GrannerChief Executive Officer  
7