Exhibit 10.19

 

SERVICES AGREEMENT BETWEEN SCIENCE TO BUSINESS TECHNOLOGY PARK AND CORETHERAPIX

 

SUMMARY OF THE TERMS AND CONDITIONS

 

	
Parties
    	
 
    	
Vivotecnia   Research, SL (the Company)

 

Fundación   Science to Business Technology Park (the Foundation)

 

Coretherapix,   SLU. (the Entity)
    
	
 
    	
 
    	
 
    
	
Assignment
    	
 
    	
Since on   the service agreement (the Agreement)   signature date the Foundation was still in process of incorporation, the   Parties agreed that the latter would subrogate in the rights and obligations   assumed by the Company as soon as it acquire full legal capacity
    
	
 
    	
 
    	
 
    
	
Date of signature
    	
 
    	
30   October 2014
    
	
 
    	
 
    	
 
    
	
Purpose
    	
 
    	
The   Company/the Foundation shall render to the Entity the services and supplies   described under Annex I and II of the Agreement (the Services) which include, among others:

 

(a)         the   granting of a non-exclusive right to use the premises described in Annex I of   the Agreement (the Premises), of   which the Company is a lessee;

 

(b)         the   use and availability of a number of common spaces; and

 

(c)          certain services to take place in the Premises.
    
	
 
    	
 
    	
 
    
	
Use of the Premises
    	
 
    	
The   Premises may only be used for such activity as the Entity may have been   granted a license for (the Activity).  Likewise, Entity will inform the   Company/the Foundation within a three-month period should any change in the   activity occurs, including a certification that it has requested to the   competent authorities any necessary license to that end
    
	
 
    	
 
    	
 
    
	
Price and payment
    	
 
    	
5,000   euros per month (VAT excluded), to be revised annually by any variation of   the Spanish CPI.  Payment is to take   place (in advance) on a monthly basis, within the first 10 days of each month
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
3-year   period from the Agreement signature date, provided however, that:

 

(a)         the   Foundation may terminate the Agreement by giving a six-months prior written   notice to the Entity explaining the reasons for such earlier termination; and

 

(b)         the   Entity may terminate the Agreement at its sole discretion on   December 31, 2015 or December 31, 2016, by giving a two-months   prior written notice to the Foundation
    
	
 
    	
 
    	
 
    
	
Entity’s   obligations
    	
 
    	
(a)         Obtain   the relevant licenses and permits from the competent authorities in order to   develop the Activity.

 

(b)         Commence   the Activity within a maximum of one-month from the Agreement signature date.

 

(c)          Satisfy the Price as well as all of the cost, expenses, liens   and encumbrances that may be levied on the Activity.

 

(d)         Satisfy   the social security contributions of the employees working at the Premises 
    


 

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and those   assigned to the Activity.

 

(e)          Pay all the expenses related to the uses, consumption and   suppliers, with the exception of those related to any structural or   infrastructural change in the Premises, which shall be borne by the   Company/the Foundation.

 

(f)           Carry out, at its own cost, any adaptations and installations   not available which may be required to develop of the Activity, as well as   their maintenance and repair, including those which may affect persons,   nearer facilities or the building.

 

(g)          Allow the execution by the Company/the Foundation of any work   that they may consider necessary in connection with the Premises or the   incubator as a whole.

 

(h)         Comply   with any regulations set out by the Company/the Foundation or the GPS (i.e.   Procedure and Services of the Incubator Guide).

 

(i)             Facilitate inspection visits by the Company/the Foundation.

 

(j)            Return the Premises and any other furniture and fittings to the   Company/the Foundation on the termination of the Agreement in the same   conditions in which the Entity received them, ordinary wear and tear   excepted.

 

(k)         Subscribe   a civil liability policy for at least 150,000 euros, which must be in force   throughout the term of the Agreement.
    
	
 
    	
 
    	
 
    
	
Entity’s   prohibitions
    	
 
    	
(a)         Assign   the Agreement, as well as lease or sublease the Premises without the prior   written consent of the Company/the Foundation.

 

(b)         Introduce   into the local machinery or alter the electric power which is inconsistent   with the Activity without the Company/the Foundation consent.

 

(c)          Inactivity during a period of two or more months.

 

(d)         Install   special equipment without the prior written consent of the Company/the   Foundation.

 

(e)          Exceed any limits which may have been set out in the Agreement   or the GPS.

 

(f)           Install any electric equipment which may consume more power that   such allowed by the Company/the Foundation (as provided in the Annexes to the   Agreement and the GPS).
    
	
 
    	
 
    	
 
    
	
Termination
    	
 
    	
(a)         By   mutual agreement of the Parties.

 

(b)         Extinction   of the legal personality of the Entity.

 

(c)          Breach of obligations in connection with the use of the Premises   or the obtaining of any permits/licenses

 

(d)         Nonpayment   of the Price or any other economic obligation under the Agreement.

 

(e)          Noncompliance by the Entity of the provisions regarding its   obligations and prohibitions.

 

(f)           Serious breach of the rules of coexistence included in the   GPS or as otherwise published by the Company/the Foundation.
    
	
 
    	
 
    	
 
    
	
Guarantee Fund
    	
 
    	
The   Entity shall pay on the first month of the term of the Agreement, jointly   with the Price, Euro 10,000 that will be withheld by the Company/the   Foundation until the termination of the Agreement.

 

Such   amount guarantees fulfillment by the Entity of its obligations under the   Agreement, and will be returned within 1 month following termination,   provided Entity has fully complied with its obligations.
    
	
 
    	
 
    	
 
    
	
Assignment 
    	
 
    	
Entity   shall require the prior written consent of the Company/the Foundation to   assign its rights and obligations under the Agreement.
    
	
 
    	
 
    	
 
    
	
Applicable Law 
    	
 
    	
Spanish   Law
    


 

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Jurisdiction
    	
 
    	
Courts of   Madrid
    


 

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