Exhibit 10.27


 


Advisory
Board Agreement


 


This Advisory
Board Agreement (the “Agreement”), dated as of July 16, 2019 (the “Effective Date”), and is entered into
on July 26, 2019 by Bioxytran, Inc., with a business address at 233 Needham Street, Suite 300, Newton MA, 02464
and its successors and assigns (the “Company”), and Cynthia Tsai (the “Advisor”) with an address at ______________________
(the “Advisor”).


 


In consideration
of the representations, warranties and covenants set forth hereinafter, effective on the date hereof, the Company and the Advisor
hereby agree as follows:


 


1. Appointment of Advisor. The
Company hereby appoints the Advisor to the Company’s Board of Advisors (the “Board of Advisors”). The Advisor
will advise the Company from time to time on strategic planning, introduce the Company to key relationships in the biotechnology
industry, develop relationships with potential investors and investment bankers and as otherwise requested by the Chief Executive
Officer of Company and agreed to by Advisor (the “Services”). Upon execution of this Agreement Advisor will make herself
reasonably available at the Company’s request and attend meetings or conference calls in connection with the Services. The
term (“Term”) of this Agreement shall be three months from the date hereof and may be extended for additional three
(3) month periods upon the mutual written consent of Company and Advisor.


 


2 Compensation. As compensation
for providing such consulting services to the Company pursuant to this Agreement, the Company agrees:


 


2.1 to grant upon the execution of this Agreement 100,000 shares
(together with any additional shares issued pursuant to this paragraph 2, the “Shares”) of the Company’s common
stock, par value $.001 per share (the “Common Stock”);


 


2.2 future shares of Common Stock shall be issued to the Advisor
in the amount of 50,000 shares for each additional three (3) month extension of this Agreement; and


  


2.3. a fee of $1,500 per month which shall accrue until the
Company raises $1,250,000 or more of additional financing or consummates an acquisition transaction and be paid within 10 days
thereof and shall be paid thereafter monthly( the “Fees”).


 


2.4. additional compensation stock and/or cash compensation
as determined by the Board of Directors of the Company.


 


3. Expenses. In
addition to the Shares and Fees granted pursuant to this Agreement, the Company will reimburse the Advisor expenses incurred directly
or indirectly by the Advisor in carrying out the consulting services pursuant to this Agreement. The Advisor will ensure that he
will obtain the Company’s prior approval for any such expenses before they are incurred.


 


4. Benefits.
The Advisor shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment,
medical or pension payments, made available to employees of the Company. The Advisor acknowledges that the Company will not withhold
taxes on any amounts paid to him hereunder and that Advisor is responsible for all tax withholding, social security, unemployment
insurance and other similar payments. Advisor shall provide Company a copy of his or her Form W-9 prior to payment of any Fees
or Shares.


 






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5. Termination.
The Company may, without prejudice to any right or remedy it may have due to any failure of the Advisor to perform his obligations
under this Agreement, terminate the Term upon fifteen (15) days’ prior written notice to the Advisor. The Advisor may,
without prejudice to any right or remedy he may have due to any failure of the Company to perform its obligations under this Agreement,
terminate this Agreement and the Term upon fifteen (15) days’ prior written notice to the Company. Upon termination of this
Agreement, the Advisor shall be entitled to payment for services performed and pre-approved expenses paid or incurred prior to
the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Advisor of every
description against the Company. Notwithstanding the foregoing, the Company may terminate the Term, effective immediately upon
receipt of written notice to Advisor, if the Board reasonably determines that Advisor breaches or threatens to breach any provision
of Sections 6, 7 or 8. The following provisions shall survive termination of this Agreement: Sections 5, 7, 8 and 12.


 


6. Cooperation.
In the performance of his obligations under this Agreement, the Advisor shall use his reasonable best efforts, shall reasonably
cooperate with the Company’s personnel, shall not interfere with the conduct of the Company’s business, and shall observe
all rules, regulations and security requirements of the Company concerning the safety of persons and property. The Company shall
provide such access to its information and property as may be reasonably required in order to permit the Advisor to perform his
obligations hereunder.


 


7. Inventions
and Proprietary Information.


 


7.1. Inventions.
All inventions, discoveries, computer programs, data, technology, designs, innovations, formulas compounds, drugs and improvements
(whether or not patentable and whether or not copyrightable) (“Inventions”) related to the business of the Company
as conducted now or in the future (the “Business”) which are made, conceived, reduced to practice, created, written,
designed or developed by the Advisor, solely or jointly with others and whether during normal business hours or otherwise, during
the Term and while actively serving as Advisor to the Company, as a member of the Company’s Board of Advisors, or thereafter
if resulting directly or indirectly derived from Proprietary Information (as defined below) of the Company, shall be the sole property
of the Company.


 


By way of clarification,
any Inventions made, conceived, reduced to practice, created, written, designed or developed by the Advisor, solely or jointly
with others, in the course of the Advisor’s activities with any third party and not in the course of his performance of advisory
services hereunder or which are not directly or indirectly derived from Proprietary Information, shall not constitute “Inventions”
hereunder.


 


The Advisor hereby
assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial
and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the
Company as the Advisor’s duly authorized attorney to execute, file, prosecute and protect the same before any government
agency, court or authority. Upon request of the Company and at the Company’s expense, the Advisor shall execute further assignments,
documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and
to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in
any foreign country with respect to any Invention.


 


7.2. Proprietary
Information.


 


7.2.1. The Advisor
acknowledges that his relationship with the Company is one of high trust and confidence and that in the course of his service to
the Company he will have access to and contact with Proprietary Information. The Advisor agrees that he will not, during the Term
or at any time thereafter, disclose to others, or use for his benefit or the benefit of others, any Proprietary Information.


 






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7.2.2. For purposes
of this Agreement, “Proprietary Information” shall mean all non-public information (whether or not patentable and whether
or not copyrightable) owned, possessed or used by the Company, including, without limitation, any Invention, vendor information,
customer information, trade secret, process, technical data, know-how, computer program, software, software documentation, hardware
design, technology, marketing or business plan, forecast, plan, unpublished financial data, budget, license, price, cost and employee
list that is communicated to, learned of, developed or otherwise acquired by the Advisor in the course of his service as an Advisor
to the Company.


 


7.2.3. Proprietary
Information excludes, and the Advisor’s obligations under this Section 7.2 shall not apply to, any information that
(i) is or becomes known to the general public under circumstances involving no breach by the Advisor or others of the terms
of this Section 7.2, (ii) is already known by the Advisor prior to the disclosure by Company, (iii) is learned by
the Advisor from a third party authorized to disclose such information, (iv) is independently developed by the Advisor without
use of the Company’s Proprietary Information, (v) is required by law (including statute, rule, regulation, order or
other legal compulsion) to be disclosed, (vi) is generally disclosed to third parties by the Company without restriction on
such third parties, or (vii) is approved for release by written authorization of the Chief Executive Officer of the Company.


 


7.2.4. Upon termination
of this Agreement or at any other time upon request by the Company, the Advisor shall promptly deliver to the Company all Proprietary
Information and all records, files, memoranda, notes, designs, data, reports, price lists, customer lists, drawings, plans, computer
programs, software, software documentation, sketches, laboratory and research notebooks and other documents (and all copies or
reproductions of such materials) that relates to the Proprietary Information.


 


7.2.5. The Advisor
represents that his retention as an advisor with the Company and his performance under this Agreement does not, and shall not,
breach any agreement that obligates him to keep in confidence any trade secrets or confidential or proprietary information of his
or of any other party or to refrain from competing, directly or indirectly, with the business of any other party. The Advisor shall
not disclose to the Company any trade secrets or confidential or proprietary information of any other party.


 


7.3. Remedies.
The Advisor acknowledges that any breach of the provisions of this Section 7 shall result in serious and irreparable injury
to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Advisor agrees, therefore,
that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement
by the Advisor and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity
of proving actual damages and without the posting of a bond.


 


8. No
Conflict of Interest; Non-Competition Agreement.


 


8.1. The Advisor
represents and warrants to the Company that the Advisor currently has no agreement with, nor conflicting interests, nor any other
obligation to, any third party that would conflict with the terms of this Agreement and the Business of the Company, nor shall
the Advisor enter into any such agreement nor incur such an obligation, without the prior written consent of the Company. The Advisor
further represents that the performance of the Services will not breach any agreement or obligation with any third party, including
without limitation any obligation to refrain from engaging in activities that may compete with such party. The Advisor understands
the confidential nature of the information and materials he will acquire or develop in performing his services under this Agreement.
The Advisor acknowledges that if such information or materials were revealed to competitors of the Company, then such disclosure
could cause damage to the Company. Therefore, for the duration of the Term and for two (2) years thereafter, the Advisor shall
not engage in any activities that would compete with the Company-including, without limitation, founding or otherwise holding an
equity interest in any other business entity working in the field (other than as a shareholder of less than 2% of the stock of
a publicly traded corporation, provided that Advisor exercise no operational or strategic control over such corporation), becoming
employed by, serving as a consultant for, serving as a member of a Advisory Board (or a comparable organization) for, or acting
in any manner on behalf of any other for-profit enterprise that conducts activities similar to or competes with those of the Company,
without first obtaining the written consent of the Company. Notwithstanding the foregoing, nothing contained in this Section 8
or elsewhere in this Agreement shall interfere with, limit or otherwise adversely affect the Advisor’s freedom or ability
to perform his duties and responsibilities for the Advisor’s current businesses. The Company agrees not to unreasonably withhold
or delay its consent to activities by the Advisor in areas with respect to which the Company either has no business or in which
it does not intend to develop business.


 






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8.2. During the
Term and for a period of two (2) years commencing on the expiration or termination (if earlier) of this Agreement, Advisor
will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an
employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his employment or consulting relationship
with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any
other individual or entity, and the Advisor shall not approach any such employee or consultant for any such purpose or authorize
or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean
any person or entity that directly, or indirectly, through one or more intermediaries, is controlled or is controlled by, or is
under common control of the Company.


 


8.3 Since a breach
of the provisions of this Section 8 could not adequately be compensated by money damages, the Company shall be entitled, in
addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in
either case no bond or other security shall be required in connection therewith. Advisor agrees that the provisions of this Section 8
are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 8
shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise,
then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions
hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.


 


9. Notices.
All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery,
upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, or by a nationally recognized
overnight mail delivery carrier , addressed to the other party at the address shown in the preamble above, or at such other address
or addresses as either party shall designate to the other in accordance with this Section 9.


 


10. Entire
Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof
and supersedes and replaces all prior agreements, arrangements and communications, whether oral or written, with respect to the
subject matter hereof and any and all such prior agreements, arrangements and communications shall be deemed terminated.


 


11. Amendment. This
Agreement may be amended or modified only by a written instrument executed by the Company and the Advisor.


 


12. Governing
Law; Jurisdiction. This Agreement shall be construed, interpreted and enforced in accordance with the laws of Nevada,
without giving effect to principles of conflicts of laws. Advisor and the Company irrevocably agree to exclusive jurisdiction
for a dispute arising out of this Agreement in Nevada under mediation and arbitration with one mutually agreeable arbitrator selected
from a panel from JAMS/Endispute under the rules thereof and irrevocably waive any objection to an inconvenient forum. All findings
of such arbitrator or mediator shall be final except in the case of a violation of Sections 7 or 8 requiring an action in equity
requiring an injunction by a court of competent jurisdiction, in which case such proceeding shall be held in a state or district
court located in Nevada. 


 






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13. Successors
and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors
and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets
or business, provided, however, that the obligations of the Advisor are personal and shall not be assigned by him.


 


14. Independent
Contractor Status. The Advisor shall perform all services under this Agreement as an “independent contractor” and
not as an employee or agent of the Company. The Advisor is not authorized to assume or create any obligation or responsibility,
express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner.


 


15. Miscellaneous.


 


15.1. No delay
or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed
as a bar or waiver of any right on any other occasion.


 


15.2. The captions
of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance
of any section of this Agreement.


 


15.3. In the
event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability
of the remaining provisions shall in no way be affected or impaired thereby.


 


15.4 This Agreement
may be signed in counterparts and when taken together shall constitute the valid execution of this Agreement.


 


{Signature page
follows]


 




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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year set forth above.


 


	ADVISOR	 	BIOXYTRAN, INC.
	 	 	 	 
	 	 	By:	 
	Name: Cynthia Tsai  	 	 	Name: Dr. David Platt

Title: Chief Executive Officer


 


 


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