Exhibit 10.7


 


 


MASTER CONSULTANCY AGREEMENT


 


 


 


 


Between


 


 


Nuvilex, Inc.


 


 


And


 


 


BB Biotech Consulting GmbH


 


 


 


 


 


 


 


 


 





*** 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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MASTER CONSULTANCY AGREEMENT


 


This Master Consultancy
Agreement (“Agreement”) is made as of 15 April 2014 (“Effective Date”) between
BB Biotech Consultant GmbH, Klosterhofstr, 12, D-69469 Weinheim, Germany (“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 consultancy
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.Definitions. In this Agreement
the following expressions shall (unless the context otherwise requires) have the following meanings:


 


“Associated Company” means
any company which for the time being is a subsidiary or holding company or other legal entity of the Company or any subsidiary
(other than the Company) of any such holding company.


 


“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 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 Consultant providing Services 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.


 


“Consultant’s Confidential
Information” means all confidential information and materials disclosed by the Consultant to the Company pursuant to
or in contemplation of this Agreement, including, but not limited to, any technical and commercial data, drawings, patent applications,
specifications, know-how, prototypes, processes, trade secrets and other information of a confidential nature relating to the business,
products or affairs of the Consultant or its customers, collaborators or suppliers.


 


*** 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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2.Appointment.


 


The Company hereby engages
the Consultant to provide and the Consultant hereby agrees to provide such advice, consultancy and assistance to the Company or
any Associated 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"). The Consultant
agrees that Services shall be performed in such location(s) as is specified in Schedule 1.


 


2.1 Services shall be provided
for as agreed by the parties in in Schedule 1 and any subsequent written Schedule or Schedules.


 


2.2 The Consultant shall,
in providing Services, observe and comply with all governmental regulations and with all reasonable requests and directions from
time to time made or given to the Consultant by the Company.


 


2.3 The Consultant shall
provide and carry out Services with reasonable care and skill and to the best of his ability.


 


3.Term.


 


The Consultant's appointment shall commence
on 15 April 2014 and shall, subject to the provisions of Section 10 of this Agreement, last for an initial period of 12 months
from that Effective Date (“Term”). Thereafter, the appointment shall continue for additional periods of 12 months
(each an “Additional Term”), but any Additional Term may be terminated at any time by either party
on giving not less than one month’s Notice (defined below) to the other party.


 


4.Fees.


 


4.1The Company will pay the Consultant
for the satisfactorily providing Services to the Company at the rate of ****** per hour up to a maximum of ****** per day. Payments
for Services 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.


 


4.2The amounts referred to above are
stated exclusive of any Value Added Tax (“VAT”) which (if appropriate) shall be paid by the Company in addition
to all other Fees and Expenses (defined below) upon delivery to the Company of a valid a VAT invoice. Such VAT invoice shall be
paid within fifteen (15) days after the Company is in receipt of such VAT invoice.


 


4.3The payments provided for in this
Section 4 shall represent the Company’s entire financial commitment under this Agreement (except for any sums that may be
payable to the Consultant under Section 5 of this Agreement); without prejudice to the generality of the foregoing, the Consultant
is not entitled to receive any further payment for any work done for any Associated Company unless specifically authorised by the
Company.


 


*** 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.Expenses.


 


5.1All reasonable travelling, accommodation
and subsistence expenses properly and reasonably incurred by the Consultant in providing Services to the Company, being approved
by the Company in writing in advance (“Expenses”), shall be reimbursed to the Consultant. The Consultant shall
submit details of Expenses (including in the case of car journeys the mileage covered) to the Company together with VAT invoices
where applicable. Expenses shall be paid by the Company within fifteen (15) days of the Company’s receipt of the written
details of Expenses. Otherwise, the Consultant shall be responsible for all Expenses incurred in providing Services to the Company.


 


6.Confidential Information and Restrictions.


 


6.1The 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 providing Services to the Company, 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.


 


6.2The provisions of Section 6.1 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.



 


6.3As 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 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)		solicit for the benefit of a business similar to or likely to compete with that of
the Company or 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 expiry 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;



 


*** 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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	(b)		take any action likely to result in any supplier of the Company ceasing or reducing
its trade with the Company;



 


	(c)		render or offer to render any services to any person firm or company with whom the
Consultant had dealings and who or which during the Relevant Period was a supplier client customer or a prospective customer of
the Company with whom the Company was in serious negotiations;



 


	(d)		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



 


	(e)		offer or procure the offer of employment to any director, officer, manager, senior
employee, agent or contractor 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.



 


6.4Each of the obligations set forth
in Section 6.3 of this Agreement shall be construed as separate and severable obligations.


 


6.5 The provisions of this Section
6 shall survive termination of this Agreement or expiry of the Term or any Additional Term for any reason for a period of five
(5) years from the effective date of the termination of this Agreement of expiry of the Term or any Additional Term.


 


7.Other Activities.


 


7.1The Consultant shall be at liberty
to engage in other business activities provided that such activities do not prevent or impair the proper performance by the Consultant
of its obligations under this Agreement.


 


7.2The Consultant recognizes that it
owes a duty of good faith to the Company and shall not enter into any arrangement or carry out any activity, which might create
a conflict of interest with any of its obligations under this Agreement.


 


7,2If it is brought to the attention
of the Company that the Consultant is in breach of Sections 7.1 or 7.2 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.


 


8.Status of Consultant.


 


8.1This 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 providing 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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8.2The 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 the Inland Revenue or any other third
party as a result of a breach of this Section 8 or otherwise in relation to the remuneration paid to the Consultant pursuant to
this Agreement.


 


8.3The 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.


 


9.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.


 


10.Termination of the Agreement.


 


10.1Summary 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;



 


	(b)		The Consultant is found to be guilty of dishonesty, violence or serious misconduct
whether or not in connection with its duties under this Agreement;



 


	(c)		The Consultant or any of its directors, officers or employees is convicted of any
criminal offense other than an offense which, in the reasonable opinion of the Company, does not affect the Consultant’s
engagement with the Company;



 


	(d)		Professor Dr. Matthias Löhr becomes of unsound mind or becomes a patient for
any purpose of any statute relating to mental health;



 


	(e)		The Consultant or Professor Dr. Matthias Löhr files a bankruptcy petition or
is determined to be bankrupt or compound with the creditors of the Consultant or Professor Dr. Matthias Löhr;



 


*** 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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	(f)		The Consultant commits any persistent breach of the terms of this Agreement; or



 


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



 


10.2Termination 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.


 


11.Intellectual Property Rights.


 


11.1All industrial or intellectual
property rights, including, but not limited to, design rights (whether registered or not), patents, trademarks and copyrights which
may arise in any invention, document or report, including, but not limited to, any proprietary materials, drawings or graphic works
which may be discovered or produced during or related to providing Services to the Company, whether by the Consultant alone or
jointly with the Company, shall be assigned by the Consultant and shall vest exclusively in the Company. The Consultant hereby
grants to the Company an assignment of future rights which it may acquire by operation of law or otherwise in any intellectual
or industrial property rights arising out of or related to providing Services to the Company.


 


11.2All information, documents, reports,
plans, drawings or other such materials related to providing Services to 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, the Consultant shall deliver to
the Company all information, documents, reports, plans, drawings, emails or other material in any form (collectively, “Documents”)
irrespective of whether such Documents are completed or partially completed.


 


12.Publicity.


 


The Consultant shall not
at any time make any untrue statement in relation to the Company and shall not, after expiration of the Term or any Additional
Term or termination of this Agreement, wrongly represent itself as having been or being engaged by or connected with the Company.


 


13.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.


 


14.Relationship between the Parties.


 


Nothing contained in this
Agreement shall be construed or have effect as constituting any relationship of employer and employee representative partner or
agent and principal between the Company and the Consultant.


 


*** 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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15.Notices.


 


Any notice, approval, consent
or other communication in connection with this Agreement (“Notice”) must be in writing and either hand-delivered
or sent by express air courier service to the addressee as the address at the beginning of this Agreement or such other address
as such party may hereafter designate by written Notice to the other. Any Notice made pursuant to this Section 15 shall be deemed
to have been received upon delivery in the event of hand delivery or delivery by air courier.


 


16.Entire Agreement.


 


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


 


17.Severability.


 


Each of the obligations
contained 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.


 


18.Governing Law and Jurisdiction.


 


This Agreement shall be governed by and interpreted
in accordance with the laws of Germany 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.


 


 


 


 


 


 


 


 


 


[The balance of this page has been left
blank intentionally.]


 


 


 


 


 


*** 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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19.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 (but not delivered as a Deed until the date written below) as follows:


 


Nuvilex Inc. 


 


 


_/s/ Kenneth L. Waggoner____________


By: Kenneth L. Waggoner


Title: Chief Executive Officer and President


Date: April 30, 2014


 


BB Biotech Consulting GmbH


 


 


_/s/ Professor Dr. Matthias Löhr_________


By: Professor Dr. Matthias Löhr


Title: Managing Director


Date: April 30, 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


 


Services the Consultant
shall provide to the Company during the Term and any Additional Term shall consist of the following: (i) provide advice on, and
evaluation and testing of, new and existing products in the field of cellular therapies using the “Cell-in-a-Box®”
technology; (ii) support the Company in collecting information, writing scientific reports or other activities needed to obtain
any and all Ethic Committee approvals for clinical trials; (iii) review and evaluation of new product ideas and developments, market
trends and competitive activity in the field; (iv) assessment of protocols and procedures in the field; (v) review of marketing
materials and educational programs in the field; (vi) provide advice to the Company clinical personnel regarding preclinical studies
or clinical trials; (vii) consultation with and advice to the Company, by telephone or in person, and on current issues arising
out of or related to the Phase 2b clinical trials the Company will be conducting in Australia for advanced, inoperable pancreatic
cancer using the “Cell-in-a-Box®” technology; and any other Services the parties agree to in writing
arising out of or related to the business affairs of the Company. The location for providing such Services shall be nationally
and internationally, as mutually agreed between the parties to the 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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