MICROLIN
BIO, INC.


Scientific
Advisory Board Agreement


 


This
Scientific Advisory Board Agreement (the “Agreement”) is made and entered into as of December 18,
2013 (the “Effective Date”), by and between Microlin Bio, Inc., a Delaware company, having its principal place
of business at 302A W. 12th Street, NY, NY 10014 (the “Company”), and Dr. George Calin, an individual
with an address at 1515 Holcombe Blvd., Unit 1950, Houston, TX 77030-4009 (the “Advisor”). The Company and the
Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”


 


Recital


 


As part of its ongoing
program of research and development, the Company desires to retain distinguished scientists and other qualified individuals to
advise the Company with respect to its technology strategy and to assist it in the research, development and analysis of the Company’s
technology and products. In furtherance thereof, the Company desires to retain Advisor as a member of its Scientific Advisory Board
as described below, and the Company and Advisor desire to enter into this Agreement to effect such retention.


 


Agreement


 


In consideration of the mutual covenants
set forth below, the Parties hereby agree as follows:


 


1.           Scientific
Advisory Board and Consulting Services. 


 


1.1.          Commencing
as of the Effective Date, the Company hereby retains Advisor, and Advisor hereby agrees to serve, as a member of the Company’s
Scientific Advisory Board (the “SAB”) and as a consultant to the Company. As member of the SAB and consultant,
Advisor agrees to provide the services as follows: (a) attending meetings of the Company’s SAB; (b) performing the duties
of an SAB member at such meetings, as established from time to time by the mutual agreement of the Company and the SAB members,
including without limitation meeting with Company employees, consultants and other SAB members, reviewing goals of the Company
and assisting in developing strategies for achieving such goals, and providing advice, support, theories, techniques and improvements
in the Company’s scientific research and product development activities; and (c) providing consulting services to the Company
at its request, including a reasonable amount of informal consultation over the telephone or otherwise as requested by the Company.
The services to be provided by Advisor hereunder are referred to collectively herein as the “Services.” Advisor
shall provide at least ten (10) full days of Services to the Company, and such additional days as requested by the Company each
annual period, but not to exceed twenty (20) full days of Services per year unless otherwise agreed. Advisor’s consultation
with the Company will involve services as scientific, technical and business advisor for company and senior team as needed with
respect to the field of microRNA diagnostics and therapeutics (the “Field”) and requires the application of
unique, special and extraordinary skills and knowledge that Advisor possesses in the Field.


 




    	 



    	 



    

 


1.2.          Advisor
agrees that all Services will be performed by Advisor on his own time and without the support of The University of Texas (“U.
T.”) System or any U. T. System institution, including, without limitation, the U. T. M. D. Anderson Cancer Center (“M.
D. Anderson”) or the use of their respective facilities or resources. Advisor acknowledges and agrees that the neither
the Services nor the subject matter to which the Services relate are within the scope of Advisor’s employment by M. D. Anderson.
Advisor agrees to use his best efforts to obtain (a) an acknowledgement by M. D. Anderson that the Services to be performed
hereunder are not within the scope of Advisor’s employment by M. D. Anderson and (b) a waiver by M. D. Anderson of any and
all rights to the Inventions (as defined below).


 


2.           Compensation.


 


As compensation for performing the Services,
the Company shall pay Advisor two hundred dollars ($200) hourly, payable quarterly (within fifteen (15) days of the end of the
applicable quarter) up to the maximum of seventy five (75) hours total or fifteen thousand ($15,000) per year, unless otherwise
agreed. The Company will also reimburse Advisor for reasonable out-of-pocket expenses incurred by Advisor subject to the submission
of reasonable documentation.


 


3.           Independent
Contractor. The Parties understand and agree that Advisor is an independent contractor and
not an employee of the Company. Advisor has no authority to obligate the Company by contract or otherwise. Advisor will not be
eligible for any employee benefits, nor will the Company make deductions from Advisor’s fees for taxes (except as otherwise
required by applicable law or regulation). Any taxes imposed on Advisor due to activities performed hereunder will be the sole
responsibility of Advisor.


 


4.           Institutional
Affiliations. 


 


4.1.          The
Company acknowledges that Advisor is a Professor at the ___________ (the “Institute”) and is subject to the
Institute’s policies, including policies concerning consulting, conflicts of interest and intellectual property. The Company
acknowledges that, to the extent that such policies conflict with the terms of this Agreement, Advisor’s obligations under
the Institute’s policies take priority over the obligations Advisor has by reason of this Agreement. The Company further
acknowledges and agrees that nothing in this Agreement shall affect Advisor’s obligations to, or research on behalf of, the
Institute. Advisor agrees to use reasonable efforts to avoid or minimize any such conflict. Advisor agrees that he will use best
efforts to avoid using any facilities or resources of the Institute in performing the Services hereunder.


 


4.2.          Advisor
agrees to provide to the Company copies of Institute’s policies or guidelines relating to Advisor’s obligations to
the Institute and consulting services, if any, promptly upon request by the Company. If Advisor is required by the Institute, pursuant
to applicable guidelines or policies, to make any disclosure or take any action that conflicts with the Services being provided
by Advisor hereunder or is that contrary to the terms of this Agreement, Advisor will promptly notify the Company of such obligation,
specifying the nature of such disclosure or action and identifying the applicable guideline or policy under which disclosure or
action is required, prior to making such disclosure or taking such action.


 






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5.           Recognition
of Company’s Rights; Nondisclosure. Advisor recognizes that the Company is engaged
in a continuous program of research and development respecting its present and future business activities. Advisor agrees as follows:


 


5.1.          At
all times during the term of Advisor’s association with the Company and thereafter, Advisor will hold in strictest confidence
and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), except
to the extent such disclosure, use or publication may be required in direct connection with Advisor’s performing requested
Services for the Company, is expressly authorized in writing by an officer of the Company, or is required by law.


 


5.2.          The
term “Proprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data
or other proprietary information or materials of the Company. By way of illustration but not limitation, Proprietary Information
includes: (i) inventions, ideas, samples, prototypes, devices, hardware, software, electronic components and materials, and
procedures for producing any such items, as well as data, know-how, improvements, inventions, discoveries, developments, designs
and techniques; (ii) information regarding plans for research, development, new products, marketing and selling activities,
business models, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (iii) information
regarding the skills and compensation of employees or other consultants of the Company.


 


5.3.          In
addition, Advisor understands that the Company has received and in the future will receive from third parties confidential or proprietary
information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality
of such information and to use it only for certain limited purposes. During the term of Advisor’s association and thereafter,
Advisor will hold Third Party Information in the strictest confidence and will not disclose or use Third Party Information, except
in connection with Advisor’s performing requested Services for the Company, as expressly authorized in writing by an officer
of the Company, or is required by law.


 


6.           Intellectual
Property Rights.


 


6.1.          Advisor
agrees that any and all ideas, inventions, technologies, discoveries, improvements, know-how and techniques that the Advisor conceives,
reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, but only in the course of
and directly related to the Advisor’s performing the Services for the Company under this Agreement (collectively, the “Inventions”)
shall be the sole and exclusive property of the Company. 


 


6.2.          Advisor
hereby assigns to the Company his entire right, title and interest in and to all Inventions. Advisor hereby designates the Company
as his agent for, and grants to the Company a power of attorney, which power of attorney shall be deemed coupled with an interest,
solely for the purpose of effecting the foregoing assignment from the Advisor to the Company. Advisor will perform other activities
necessary to effect the intent of this Section 6.2.


 


6.3.          Advisor
further agrees to reasonably cooperate and provide reasonable assistance to the Company to obtain and from time to time enforce
United States and foreign patents, copyrights, and other rights and protections claiming, covering or relating to the Inventions
in any and all countries, all at the Company’s expense.


 




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6.4.          Advisor
agrees to submit to the Company any proposed publication that contains any discussion relating to the Company, Proprietary Information,
Inventions or work performed by Advisor for the Company hereunder. Advisor further agrees that no such publication shall be made
without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. 


 


6.5.          Notwithstanding
any of the other terms of this Agreement, the Parties acknowledge and agree that Advisor is an employee of The University of Texas
M. D. Anderson Cancer Center and therefore Advisor executes this Agreement subject to the Rules and Regulations of The Board of
Regents of The University of Texas System (the “Rules and Regulations”) and all terms and conditions therein
that apply to Advisor. Advisor has no right, power, or authority to assign or enter into any other agreement with respect to intellectual
property, confidential or other proprietary information owned by The Board of Regents of The University of Texas System that is
inconsistent with the Rules and Regulations. A complete copy of the Rules and Regulations of may be found at https://www.utsystem.edu/bor/rules/.


 


7.           Noncompetition
and Nonsolicitation of Employees.


 


7.1.          During
the term of this Agreement, Advisor will not, without the prior consent of the Company’s Board of Directors, engage in any
commercial business activity that competes in any way with any business then being conducted by the Company in the Field, except
that Advisor may continue the affiliations set forth in Exhibit A. In addition, but without limiting the generality of the
foregoing, Advisor covenants and agrees during the term of this Agreement and for one year thereafter not to enter into any consulting
relationship in the Field with any third party commercial entity. The foregoing shall not prevent Advisor from engaging in his
work at the Institute or conducting any academic research, teaching or related non-commercial activity or any non-related commercial
activity.


 


7.2.          During
the term of this Agreement and for three (3) year after its termination, Advisor will not personally or through others recruit,
solicit or induce any employee of the Company to terminate his or her employment with the Company.


 


7.3.          If
any restriction set forth in Sections 7.1 and 7.2 is found by any court of competent jurisdiction to be unenforceable because it
extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted
to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.


 


8.           No
Conflicting Obligation.


 


8.1.          Advisor
represents that Advisor’s performance of all of the terms of this Agreement and the performing of the Services for the Company
do not and will not breach or conflict with any agreement with a third party, except as contemplated by Section 4.1, including
an agreement to keep in confidence any proprietary information of another entity acquired by Advisor in confidence or in trust
prior to the date of this Agreement.


 


8.2.          Advisor
hereby agrees not to enter into any agreement that conflicts with this Agreement.


 




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9.           No
Improper Use of Materials. Advisor agrees not to bring to the Company or to use in the performance
of Services for the Company any materials or documents of a present or former employer of Advisor, or any materials or documents
obtained by Advisor from a third party under a binder of confidentiality, unless such materials or documents are generally available
to the public or Advisor has authorization from such present or former employer or third party for the possession and unrestricted
use of such materials. Advisor understands that Advisor is not to breach any obligation of confidentiality that Advisor has to
present or former employers or clients, and agrees to fulfill all such obligations during the term of this Agreement.


 


10.          Term
and Termination.


 


10.1.          This
Agreement, and Advisor’s Services hereunder, shall commence on the Effective Date and shall continue for an initial term
of two (2) year after the Effective Date, unless earlier terminated as provided below. At the end of such initial term, the Agreement
will automatically be extended for an additional period or periods of one (1) year each, unless the Advisor or the Company shall
have given to the other written notice to the contrary at least thirty (30) days prior to the commencement of such additional period.


 


10.2.          Advisor
or the Company may terminate the Agreement at any time by giving no less than thirty (30) days prior written notice to the other
Party.


 


10.3.          The
obligations set forth in Articles 2, 5, 6, 7 and 10 through 16 will survive any termination
or expiration of this Agreement. Upon termination of this Agreement, Advisor will promptly deliver to the Company all documents
and other materials of any nature pertaining to the Services, together with all documents and other items containing or pertaining
to any Proprietary Information.


 


11.          Assignment.
The rights and liabilities of the Parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors
and administrators, as the case may be; provided that, as the Company has specifically contracted for Advisor’s Services,
Advisor may not assign or delegate Advisor’s obligations under this Agreement either in whole or in part without the prior
written consent of the Company. The Company may assign its rights and obligations hereunder to any person or entity that succeeds
to all or substantially all of the Company’s business. Any assignment not in accordance with this Section 11 shall be void.


 


12.          Legal
and Equitable Remedies. Because Advisor’s Services are personal and unique and because
Advisor may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right
to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice
to any other rights and remedies that the Company may have for a breach of this Agreement.


 


13.          Governing
Law; Severability. This Agreement shall be governed by and construed according to the laws
of the State of Delaware, without regards to conflicts of laws rules. If any provision of this Agreement is found by a court of
competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Agreement shall continue
in full force and effect. The parties agree that the State and federal courts located within the First Department (for State courts)
and the Southern District of New York (for federal courts) shall be the venue for the initiation of any legal proceedings by a
party with respect to this Agreement.


 




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14.         Complete
Understanding; Modification. This Agreement, and the Exhibit mentioned herein, constitute
the final, exclusive and complete understanding and agreement of the Parties hereto and supersedes all prior understandings and
agreements. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and
signed by the Parties hereto.


 


15.         Notices.
Any notices required or permitted hereunder shall be given to the appropriate Party at the address listed on the first page of
the Agreement, or such other address as the Party shall specify in writing pursuant to this notice provision. Such notice shall
be deemed given upon personal delivery to the appropriate address or three days after the date of delivery if sent by certified
or registered mail, return receipt requested; or three days after the date of delivery if sent by an overnight delivery service
with verified delivery.


 


16.         Counterparts.
This Agreement may be executed in one or more counterparts each of which will be deemed an original, but all of which together
shall constitute one and the same instrument.


 


17.         Indemnification.
The Company shall indemnify and defend the Advisor from any and all third party claims against Advisor and any costs, losses or
expenses related thereto, including any reasonable legal fees and expenses, arising out of his services or status as an Advisor
hereunder, except to the extent such claims arise out of Advisor’s deliberate and material misconduct. The Company shall
reimburse the Advisor for any reasonable legal fees and expenses incurred by the Advisor in order to enforce the provisions of
this paragraph.


 


IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the date first written above.


 


	Microlin Bio, Inc.	 	Dr. George Calin
	 	 	 
	/s/ Joe Hernandez	 	/s/ George Calin
	By: Joe Hernandez	 	 
	Title: Chairman & CEO	 	 


 




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Exhibit
A


Affiliations


 




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