Exhibit 10.6


 





CONSULTING AGREEMENT


 


This Consulting Agreement
(“Agreement”) is made as of 1 April 2014 (“Effective Date”) between Vin-de-Bona
Trading Company Pte Ltd, having its principal place of business at 26 Kandahar Street, Singapore 198888 (“Consultant”)
and Nuvilex, Inc. (“Company”), having its principal place of business at 12510 Prosperity Drive, Suite 310,
Silver Spring, Maryland 20904 United States of America.


 


RECITALS


 


A.       The Company has need of consulting services,
assistance and advice and the Consultant has information, know how, expertise and knowledge relating to such services, assistance
and advice which Consultant is willing to provide to the Company, as set forth in Schedule 1 attached to this Agreement and incorporated
herein by this reference; and


 


B.       The Company desires to engage the Consultant
to provide such services, assistance and advice on the terms and conditions set forth in this Agreement.


 


AGREEMENT


 


		1.	Engagement



 


The Company hereby engages
the Consultant to provide and the Consultant hereby agrees to provide such advice, consulting and other services to the Company
or any affiliated company as the Company shall from time to time determine in accordance with Schedule 1 attached to this Agreement
or any subsequent Schedule(s) agreed to between the parties in writing (collectively, "Services").


 


1.1 Services shall be
provided for as agreed by the parties in in Schedule 1 and any subsequent written Schedule or Schedules agreed to between the parties
to this Agreement.


 


1.2 The Consultant shall,
in the discharge of Services, observe and comply with all governmental regulations to the best of its knowledge and with all reasonable
requests and directions from time to time made or given to the Consultant by the Company.


 


1.3 The Consultant shall
provide and carry out Services with reasonable care and skill and to the best of the ability of those individuals working for the
Consultant.


 


		2.	Term



 


The Term of this Agreement
shall commence on 1 April 2014 and shall, subject to the provisions of Section 10 of this Agreement, last for an initial period
of twelve (12) months from that effective date (“Term”). Thereafter, the Term shall continue for additional
periods of twelve (12) months (each an “Additional Term”), but any Additional Term may be terminated
at any time by either party by giving not less than thirty (30) days’ prior Notice (defined below) to the other party.


 


 





*** Certain confidential
information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.









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		3.	Fees



 


3.1 The Company will pay
the Consultant for the satisfactory provisions of Services at the rate of USD [*******] per hour for such Services (“Fees”).
Payments shall be due and payable within fifteen (15) days after the month in which Services have been rendered to the Company
and the Company is in receipt of an invoice describing such Services.


 


3.2 The amounts referred
to above are stated exclusive of any Value Added Tax (“VAT”) which shall be paid by the Company in addition
to all other fees and Expenses (defined below) upon delivery to the Company of a valid VAT invoice. Such VAT invoice shall be paid
within fifteen (15) days after the Company is in receipt thereof.


 


		4.	Expenses



 


All reasonable travel,
accommodation and other expenses properly and reasonably incurred by the Consultant in performing approved Services (“Expenses”)
shall be reimbursed to the Consultant. The Consultant shall submit details of Expenses to the Company. Expenses shall be paid by
the Company within fifteen (15) days of the Company’s receipt of the written details of Expenses.


 


		5.	Confidential Information and Restrictions



 


5.1 Company's Confidential
Information means all lists of customers notes memoranda records and writings made by the Consultant in relation to the Company
or in relation to the Services (defined below) and all information and materials disclosed by the Company to the Consultant pursuant
to or in contemplation of this Agreement and arising out of the Services provided by the Consultant to the Company, including,
but not limited to, any technical and commercial data, drawings, patent applications, structures, models, techniques, processes,
samples, compositions, compounds and apparatus relating to the same specifications, know-how, prototypes, trade secrets and other
information of a confidential nature relating to the business, products or affairs of the Company or its customers, collaborators
or suppliers.


 


5.2 The Company's Confidential
Information shall be regarded as confidential to the business of the Company and shall be held for the benefit of the Company and,
except for the purposes of performing Services, the Consultant shall not disclose the Company's Confidential Information to any
third party nor use the same for any purpose without the prior written consent of the Company.


 


5.3 The provisions of Section
5.1 of this Agreement shall not apply to information which:


 


		(a)	is, or subsequently becomes, part of the public domain otherwise than by any breach of this Agreement;



 


		(b)	is shown by written record to have been known to the Consultant at the time of disclosure to it
by or on behalf of the Company; or



 


		(c)	is hereafter disclosed to the Consultant by a third party with the lawful right to make such disclosure.



 


 





*** Certain confidential
information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





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5.4 As the Consultant will,
in the course of its engagement, have dealings with customers, employees and suppliers of the Company, in order to protect the
goodwill of the Company the Consultant (without prejudice to any other duty implied by law or equity) hereby covenants that, during
the Term and any Additional Term and for a period of twelve (12) months after the date of termination or expiration of the Term
or any Additional Term, the Consultant shall not, directly or indirectly, and whether on its own account or as partner employee
or on behalf of another person firm or company without the prior written consent of the Company:


 


		(a)	interfere with or endeavour to entice away from the Company any person firm or company with whom
or which the Consultant had dealings and who or which during the period of twelve (12) months prior to the termination of this
Agreement or expiration of the Term or any Additional Term of this Agreement (“Relevant Period”) was a supplier
client or customer or a prospective customer of the Company with whom the Company was in serious negotiations;



 


		(b)	solicit or entice away or endeavour to solicit or entice away from the Company any person who shall
be a director, officer, manager, senior employee, agent or contractor of the Company with whom the Consultant had dealings during
the Relevant Period ; or



 


		(c)	offer or procure the offer of employment to any director, officer, manager, senior employee, agent
or contractor of the Company with whom the Consultant had dealings in the Relevant Period whether or not such person would commit
any breach of contract by reason of leaving.



 


5.5 The provisions of this
Section 5 shall survive termination of this Agreement or expiration of the Term or any Additional Term for any reason for a period
of two (2) years from the effective date of the termination of this Agreement of expiration of the Term or any Additional Term.


 


		6.	Other Activities



 


6.1 The Consultant shall
be at liberty to engage in other business activities.


 


6.2 The Consultant recognizes
that it owes a duty of good faith to the Company and shall not knowingly enter into any arrangement or carry out any activity,
which might create a conflict of interest with any of its obligations under this Agreement.


 


6.3 If it is brought to
the attention of the Company that the Consultant is in breach of Section 6.2 of this Agreement, the Company shall notify the Consultant
of the breach and, upon receipt of such Notice, the Consultant shall immediately cease the activity or activities which are the
subject of such Notice or terminate this Agreement.


 


		7.	Status of Consultant



 


7.1 This Agreement is not
a contract of employment, and nothing contained in this Agreement shall be construed to create the relationship of employer and
employee between the Company and the Consultant. The Consultant is an independent contractor and not the servant, employee, partner,
representative or agent of the Company and has no power or authority to enter into any contract on behalf of the Company. The Consultant
shall be free to exercise judgement and discretion with regard to performing Services.


 


 





*** Certain confidential
information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





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7.2 The Consultant shall
bear exclusive responsibility for the discharge of any income tax national insurance contributions, VAT and other taxation liability
arising out of remuneration paid to the Consultant pursuant to this Agreement and shall keep the Company fully indemnified (that
indemnity to include any legal and accounting costs which the Company incurs) against all losses costs damages or expenses suffered
by the Company, including, but not limited to, any payments which it may be required to make by any taxing authority in any of
the countries in which the Consultant conducts business’ or any other third party as a result of a breach of this Section
7 or otherwise in relation to the remuneration paid to the Consultant pursuant to this Agreement.


 


7.3 The Consultant warrants
and represents that, by entering into and performing this Agreement, the Consultant: (i) will not be in breach of any fiduciary
or other contractual duty to any third party; (ii) will not be creating any conflict of interest; (iii) has the full and unfettered
power to enter into this Agreement; and (iv) has obtained all necessary approvals to enter into this Agreement.


 


		8.	Assignment or Subcontracting



 


The Consultant shall not
assign or subcontract any of the Consultant's rights or duties under this Agreement. The Company shall have the right to assign
this Agreement at its sole discretion and at any time during the Term or any Additional Term, so long as the Company remains liable
for all Fees and Expenses incurred by the Consultant prior to the effective date of the Company’s assignment of this Agreement.


 


		9.	Termination



 


9.0Summary Termination.
Without prejudice to any of the rights under this Agreement and notwithstanding any other provisions of this Agreement, the Company
shall have the right at any time to terminate this Agreement in any of the following events:


 


		(a)	The Consultant commits any material breach of any of the provisions of this Agreement and, in the
case of a breach capable of remedy, fails to remedy the same within thirty (30) days after the Consultant’s receipt of a
Notice from the Company setting forth the full particulars of the breach and requiring it to be remedied; or



 


		(b)	Consultant refuses or neglects to comply with any lawful orders or directions given to it by the
Company.



 


9.2 Termination upon
Acquisition. If the Company (or substantially all of its assets) should be acquired during the Term or any Additional Term,
then this Agreement will terminate upon the effective date of the acquisition.


 


9.3 Consultant may terminate
this Agreement by giving the Company three months’ prior Notice of Termination.


 


 





*** Certain confidential
information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





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		10.	Intellectual Property Rights



 


All information, documents,
reports, plans, drawings or other such materials generated specifically for the Company during performance of the Services and
paid for by the Company shall belong to and be the exclusive property of the Company. Upon termination of this Agreement or expiry
of the Term or any Additional Term of this Agreement, the Consultant shall deliver to the Company all the above Company specific
and paid for information, documents, reports, plans, drawings or other material, irrespective of whether such information or documentation
is completed or partially completed.


 


		11.	Waiver



 


A waiver by one party of
a breach by the other of any term of this Agreement shall not prevent the subsequent enforcement of that term and shall not be
deemed a waiver of any subsequent breach.


 


		12.	Notices



 


Any Notice required or
permitted to be given under this Agreement (“Notice”) shall be in writing and may be sufficiently given if sent
by prepaid registered post addressed to the party to whom the Notice is to be given at its address as set forth at the beginning
of this Agreement or such other address as such party may hereafter designate by written Notice to the other. Any Notice so mailed
shall be deemed to have been given on the second business day following the date of mailing.


 


13.Entire Agreement


 


This Agreement shall constitute
the entire agreement between the parties in respect of the performance of the Services and any terms and conditions referred to
in correspondence or elsewhere and any other conditions or stipulations to the contrary are hereby excluded.


 


		14.	Severability



 


Each of the obligations
contained in the provisions this Agreement shall be construed as separate and severable obligations but if at any time any one
or more of the obligations is or becomes invalid illegal or unenforceable in any respect under law, but would be valid if some
part thereof were deleted or the period or area of application reduced, such obligation shall apply with such modification as may
be necessary to make it valid and effective. The validity, legality and enforceability of the remaining clauses and provisions
of this Agreement shall not in any way be affected or impaired thereby.


 


		15.	Governing Law and Jurisdiction



 


This Agreement shall be
governed by and interpreted in accordance with the laws of England without regard to its conflicts of laws principles. The parties
hereby submit to the exclusive jurisdiction of the Courts of England to resolve any dispute arising out of or related to this Agreement.


 


 





*** Certain confidential
information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





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		16.

6	Counterparts



 


This Agreement may be executed
by any party by PDF, facsimile or signature by counterparts, each of which shall be deemed to be an original as against any party
whose signature appears on this Agreement, and all of which together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement on the date indicated below.


 


Nuvilex Inc. 


 


 


/s/ Kenneth L. Waggoner


By: Kenneth L. Waggoner


Title: Chief Executive Officer and President


Date: 23 April 2014


 


Vin-de-Bona Trading Company Pte Ltd


 


 


/s/ Walter H. Gunzburg


By: Walter H. Gunzburg


Title: Managing Director


Date: 05 May 2014


 


 


 





*** Certain confidential
information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





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Schedule 1 to the Agreement


 


The Services the Consultant
shall provide to the Company during the Term and any Additional Term(s) shall consist of the following: (i) ‘without prejudice’
and non-patentable advice on new and existing products in the field of cellular therapies using the “Cell-in-a-Box®”
technology; (ii) support of Nuvilex in collecting scientific information and writing scientific reports or other activities needed
to obtain any and all Ethic Committee approvals for clinical trials in the areas licensed by Nuvilex; (iii) review and evaluation
of new product ideas and developments, market trends and competitive activity in the field in the areas licensed by Nuvilex; (iv)
assessment of protocols and procedures in the field in the areas licensed by Nuvilex; (v) review of marketing materials and educational
programs in the field in the areas licensed by Nuvilex; (vi) advice to Nuvilex clinical personnel regarding preclinical studies
and clinical trials in the areas licensed by Nuvilex; (vii) consultation with and advice to Nuvilex on current issues arising out
of or related to the Phase 2b clinical trials Nuvilex will be conducting in Australia for advanced, inoperable pancreatic cancer
using the “Cell-in-a-Box®” technology; and (viii) any other Services the parties agree to arising out
of or related to the business affairs of the Company in the areas licensed by Nuvilex. The location for providing such Services
shall be mutually agreed between the parties to the Agreement.


 


 


 


 


 


 


 


 


 


 


 


 


 






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