Service Agreement



 EXHIBIT 10.11 
  
 SERVICE AGREEMENT 
  
 This agreement entered into by and between Phage Biotechnology Inc., a Delaware corporation (“Phage” or “the Company”) and BS Biology
Sciences Limited, a Cyprus Corporation (“Service Provider). 
  
 RECITAL 
  

	 	A.	The Company and the Service Provider intend to jointly develop research for Phage Biotechnology Inc., that is proprietary and confidential. 

  

	 	B.	Phage will own all findings and discoveries under this Service Agreement. 

  
 NOW THEREFORE, in consideration of these premises and for the mutual promises and Covenants herein, it is hereby agreed as follows: 
  

	1.	The Service Provider will provide research and development expertise (“the Services”) to the Company through its facilities and relationships in Eastern Europe, and any
associated persons that the Service Provider deems necessary to accomplish the goals and tasks assigned by Phage. 

  

	2.	For the provision of these services, Phage will pay the Service Provider $243,622.00. 

  

	3.	Ownership of all findings, discoveries, data in both written and electronic format shall be the sole property of Phage. Such information shall be maintained confidential and
proprietary with any dissemination of such information be conducted only upon the written authorization of an officer of Phage. 

  

	4.	This agreement may be terminated by Phage for the following reasons; 

  
 a. Failure to Perform. In the event that the Service Provider does not perform or meet the established goals set by Phage, then this
agreement may be terminated through proper written notification with 60 day(s) notice. 
  
 b. Breach of Confidentiality. In the event that there is a breach of confidentiality, Phage may terminate this agreement with property
written notification with 60 day(s) notice. 
  
 c. Failure to Pay. In the event that Phage fails to pay monthly invoices, or reimburse expenses within 60 days of receipt, the Service Provider may terminate this agreement. 
  

	5.	The goals and tasks assigned to the Service Provider shall be submitted by Phage in writing with an appropriate time line for accomplishment thereof. Compensation will then be
negotiated and determined between the two parties. 

  

	6.	This Agreement shall be governed by California law. 

  

	7.	This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings,
whether oral, or written. This Agreement shall not be modified in any manner except by written amendment executed by each of the parties hereto. 

  

	8.	If any party hereto incurs legal fees, whether or not action is instituted to enforce the terms of this Agreement, the prevailing party shall be entitled to all attorney’s fees
in addition to other relief to which it or they may be entitled. 








 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of this 20TH day of December 2000 and agree to the above terms and acknowledge receipt of a copy of this Agreement. 
  

					
	 Phage Biotechnology Inc.,
	 	 	 	 “BS Biology Sciences, “SERVICE PROVIDER

			
	 /s/    Judith S. Pelton
	 	 	 	 /s/    Sergiy Buryak

	 Judith S. Pelton
	 	 	 	 Sergiy Buryak

	 Corporate Secretary
	 	 	 	 Owner