Exhibit 10.1 







SCIENTIFIC ADVISORY
BOARD AGREEMENT 



This Scientific Advisory Board
Agreement (this “Agreement”), dated May 31, 2007 (the “Effective Date”), is by and
between Protalix BioTherapeutics, Inc., a Florida corporation (the “Company”), and Ernest
Beutler, M.D. (“Advisor”).  



	1.  	  	SERVICES 





Advisor shall provide advisory
services to the Company from time to time at the Company’s request, which advisory
services shall include but not be limited to the following: consulting with the Company’s
management within Advisor’s professional area of expertise; exchanging strategic and
business development ideas with the Company; attending scientific, medical and business
meetings with the Company’s management, such as meetings with the United States Food and
Drug Administration and comparable foreign regulatory authorities, meetings with
strategic or potential strategic partners and other meetings relevant to Advisor’s area
of expertise; and attending meetings of the Company’s Scientific Advisory Board;
provided, that Advisor shall provide the Company with at least six (6) working days of
advisory services per 12-month period (the “Services”). Advisor shall render to the
Company the services in a timely and professional manner consistent with industry
standards, in accordance with this Agreement. It is acknowledged that the Services shall
include attendance at meetings from time to time either in person or by video or
teleconference. Advisor may not subcontract or otherwise delegate its obligations under
this Agreement. Subject to compliance with Advisor’s obligations hereunder, Advisor shall
retain the sole control and discretion to determine the methods by which Advisor performs
the Services and the places at which, the equipment and supplies with which and the hours
during which such Services are to be rendered.  



	2.  	  	PAYMENTS 





        2.1
Compensation. In consideration of the Services to be rendered in connection with this
Agreement, Advisor shall be paid $18,000 per annum, payable in two, semi-annual
installments.  



        2.2
Restricted Stock Grant. Subject to the approval by the Board of Directors of the Company,
the Advisor will receive a grant of 8,000 shares of restricted common stock of the
Company under the Company’s 2006 Stock Incentive Plan (the “Plan”) to be set forth in a
Restricted Stock Award Agreement (the “Award Agreement”). The restricted shares will vest
over a four-year period as follows: 25% of the shares shall vest on the first anniversary
of the date of grant, and the remaining 75% of the shares shall vest in 36 equal, monthly
increments thereafter. Advisor acknowledges that until the Board of Directors of the
Company resolves to grant such shares of restricted stock, no grant shall be in effect
nor shall the Company be obligated or bound to grant such shares of restricted stock.
Advisor further acknowledges that the vesting of the restricted shares shall cease upon
the date of termination of Advisor’s Continuous Service (as defined in the Plan) for any
reason. In the event this Agreement or Advisor’s Continuous Service is terminated for any
reason any restricted shares held by Advisor immediately following such termination of
Continuous Service shall be deemed reconveyed to the Company and the Company shall
thereafter be the legal and beneficial owner of the restricted shares and shall have all
rights and interest in or related thereto without further action by Advisor.  



        2.3
Expenses. The Company shall reimburse Advisor for reasonable travel and other business
expenses that are incurred by Advisor in the performance of the Services and are approved
in advance by the Company, in accordance with the Company’s general policies, as may be
amended from time to time. Advisor shall provide the Company with an itemized list of all
such expenses and supporting receipts with each invoice therefor.  









 
	 	
	 

















        2.4
Taxes. Advisor acknowledges and agrees that it shall be Advisor’s obligation to report as
income all compensation received by Advisor pursuant to this Agreement and to pay any
withholding taxes, self-employment taxes, and social security, unemployment or disability
insurance or similar items, including interest and penalties thereon, in connection with
any payments made to Advisor by the Company pursuant to this Agreement. Advisor agrees to
indemnify, hold harmless and, at the Company’s discretion, defend the Company against any
and all liability related thereto, including, without limitation, any taxes, penalties
and interest the Company may be required to pay as a result of Advisor’s failure to
report such compensation or make such payments.  



	3.  	  	PROPRIETARY
INFORMATION 





        3.1
Proprietary Information. Advisor understands that its work for the Company will involve
access to and creation of confidential, proprietary and trade secret information and
materials of the Company (or its affiliates, licensors, suppliers, vendors or
collaborators) (collectively, “Proprietary Information”). Proprietary Information
includes, without limitation: any (a) tangible chemical, biological and physical research
materials provided by the Company to Advisor and any such materials developed by Advisor
in connection with the performance of the Services, information, ideas or materials of a
technical or creative nature, such as research and development progress and results,
products and proposed products, designs and specifications, computer source and object
code, patent applications, and other materials and concepts relating to the Company’s
products, services, processes, technology or other intellectual property rights; (b)
information, ideas or materials of a business nature, such as non-public financial
information; information regarding profits, costs, marketing, purchasing, sales,
collaborators, suppliers, contract terms, employees and salaries; product development
plans; business and financial plans and forecasts; and marketing and sales plans and
forecasts; (c) all personal property, including, without limitation, all books, manuals,
records, reports, notes, contracts, lists, blueprints and other documents or materials,
or copies thereof, received by Advisor in the course of Advisor’s rendering of Services
to the Company, including, without limitation, records and any other materials pertaining
to Inventions (as defined below); and (d) the terms and conditions of this Agreement.  



        3.2
Restrictions on Use and Disclosure. Advisor understands that Proprietary Information is
extremely valuable to the Company and its affiliates, licensors, suppliers, vendors and
collaborators. Accordingly, Advisor agrees during the term of this Agreement and
thereafter that it: (a) shall hold all Proprietary Information in confidence and trust
for the benefit of the Company; (b) shall reveal Proprietary Information only to such of
its employees, contractors, agents, consultants, representatives or affiliates
(“Representatives”) who need to know the Proprietary Information for the purpose of
Advisor’s performance of the Services, who are informed by Advisor of the confidential
nature of the Proprietary Information and who shall agree in writing to act in accordance
with the terms and conditions of this letter agreement; (c) shall not copy or use (or
allow any of its Representatives to copy or use) any Proprietary Information, except as
may be necessary to perform the Services; (d) shall use the Proprietary Information only
for the benefit of the Company (and not for the benefit of Advisor or any third party);
and (e) shall not disclose or otherwise make available any such Proprietary Information
to any third party except as authorized in writing and in advance by the Company. All
Proprietary Information is and shall remain the sole property of the Company.  



        3.3
Exclusions. The foregoing restrictions on use and disclosure shall not apply to any
Proprietary Information to the extent Advisor can prove such Proprietary Information: (a)
is or has become generally known to the public through no unlawful act of Advisor; (b)
was known to Advisor at  









 
	 	
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the time of its disclosure by the
Company, as evidenced by Advisor’s written records; (c) was independently developed by
Advisor without any use of the Proprietary Information, as evidenced by Advisor’s written
records; (d) becomes known to Advisor from a source other than the Company without breach
of this Agreement and otherwise not in violation of the Company’s rights, as evidenced by
Advisor’s written records; (e) such disclosure is approved in advance and in writing by
the Company; or (f) Advisor is legally compelled to disclose such Proprietary
Information, provided that Advisor shall give advance notice of such compelled disclosure
to the Company, and shall cooperate with the Company in connection with any efforts to
prevent or limit the scope of such disclosure and/or use of the Proprietary Information. 



        3.4
Publications. During the term of this Agreement and for a period of two (2) years
thereafter, Advisor agrees to submit to the Company for a period of at least thirty (30)
days (the “Review Period”) a copy of any proposed manuscript or other materials to be
published or otherwise publicly disclosed by Advisor (each a “Proposed Publication”)
which contains information derived, in whole or in part, from Services performed for the
Company in sufficient time to enable the Company to determine if patentable Inventions or
Proprietary Information would be disclosed. Nothing herein shall be construed to restrict
Advisor’s right to publish material which does not contain Information. Following the
expiration of the Review Period, if the Company does not notify Advisor that the Proposed
Publication discloses patentable Inventions or Proprietary Information such Proposed
Publication shall be deemed to be approved by the Company for publication. In addition,
Advisor will cooperate with the Company in this respect and will delete from the
manuscript or other disclosure any proprietary Information if requested by the Companies
and will assist the Companies in filing for patent protection for any patentable
Inventions prior to publication or other disclosure.  



        3.5
Disclosure of Relationship. The parties each shall be entitled to disclose that Advisor
is serving on the Company’s Scientific Advisory Board, including in any filing,
prospectus, press release, business plan, advertisement, or other offering document of
the Company or its affiliates; provided, that Advisor shall have the opportunity to
review and approve press releases relating to announcement of this Agreement and
developments in the business of the Company prior to release, with approval of such press
releases not to be unreasonably delayed or withheld. Notwithstanding the foregoing, the
Company shall not require the approval by Advisor of any governmental filing or press
release that in the opinion of the Company’s counsel is required to be made.  



	4.  	  	CREATIONS 





        4.1
Definition. As used herein, “Inventions” shall include, without limitation, all designs,
know-how, trade secrets, copyrightable works, ideas, discoveries, creations, inventions,
innovations, technology, apparatus, techniques, methods, biological processes, cell
lines, laboratory notebooks and formulas (whether or not patentable or copyrightable or
constituting trade secrets) and other inventions, and any related work-in-progress,
improvements or modifications to the foregoing, that are created, developed or conceived
(alone or with others) in connection with Advisor’s activities for the Company (a) during
the term of this Agreement, whether or not created, developed or conceived during regular
business hours, and (b) if based on Proprietary Information, after termination of this
Agreement. Inventions shall include, without limitation, all materials delivered to the
Company in connection with this Agreement.  



        4.2
Assignment. All Inventions shall be considered “work made for hire” (as such term is
defined in 17 U.S.C. §101) and shall be the sole property of the Company, with the
Company having the  










 
	 	
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right to obtain and hold in its own
name all intellectual property rights in and to such Inventions. To the extent that the
Inventions may not be considered “work made for hire,” Advisor hereby irrevocably assigns
and agrees to assign to the Company, without additional consideration, all right, title
and interest in and to all Inventions, whether currently existing or created or developed
later, including, without limitation, all copyrights, trademarks, trade secrets, patents,
industrial rights and all other intellectual property and proprietary rights related
thereto, whether existing now or in the future, effective immediately upon the inception,
conception, creation or development thereof. Advisor shall (a) disclose promptly to the
Company all Inventions and (b) whether during or after the period of its consulting
arrangement with the Company, execute such written instruments and do such other acts as
may be necessary in the opinion of the Company to obtain a patent, register a copyright
or otherwise evidence or enforce the Company’s rights in and to such Inventions (and
Advisor hereby irrevocably appoints the Company and any of its officers as its attorney
in fact to undertake such acts in its name). 



        4.3
License. To the extent, if any, that Advisor retains any right, title or interest in or
to any Inventions, Advisor hereby grants to the Company a perpetual, irrevocable, fully
paid-up, transferable, sublicensable, exclusive, worldwide right and license: (a) to use,
reproduce, distribute, display and perform (whether publicly or otherwise), prepare
derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise
use and exploit (and have others exercise such rights on behalf of the Company) all or
any portion of such Inventions, in any form or media (now known or later developed); (b)
to modify all or any portion of such Inventions, including, without limitation, the
making of additions to or deletions from such Inventions, regardless of the medium (now
or hereafter known) into which such Inventions may be modified and regardless of the
effect of such modifications on the integrity of such Inventions; and (c) to identify
Advisor, or not to identify Advisor, as one or more authors of or contributors to such
Inventions or any portion thereof, whether or not such Inventions or any portion thereof
have been modified. Advisor further waives any “moral” rights or other rights with
respect to attribution of authorship or integrity of such Inventions Advisor may have
under any applicable law, whether under copyright, trademark, unfair competition,
defamation, right of privacy, contract, tort or other legal theory.  



	5.  	  	TERM
AND TERMINATION 





        5.1
Term. This Agreement shall commence on the Effective Date and remain in full force
and effect until terminated by Advisor or the Company.  



        5.2
Termination. Either party may terminate this Agreement at any time upon ten (10)
days’ prior written notice.  



        5.3
Effect of Termination. Upon termination of this Agreement, Advisor shall immediately
cease performing the Services. Sections 3 through 11 and the relevant portions of Section
12 shall survive any termination of this Agreement. Any termination of this Agreement
shall be deemed a termination of Advisor’s Continuous Service under the Plan and for
purposes of the Award Agreement.  



        5.4
Delivery of the Company Property. Upon termination of this Agreement, or at any time the
Company so requests, Advisor shall deliver immediately to the Company all property
belonging to the Company, whether given to Advisor by the Company or prepared by Advisor
in the course of rendering the Services, including all Inventions then in progress and
all material in Advisor’s possession containing Proprietary Information and any copies
thereof, whether prepared by Advisor or others. Following termination, Advisor shall not
retain any written or other tangible (including machine-readable) material containing any
Proprietary Information, except as provided for in Section 11.  










 
	 	
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	6.  	  	BUSINESS
RELATIONSHIPS 





Advisor acknowledges that the
Company’s relationships with its employees, consultants, contractors, collaborators and
vendors are valuable business assets. Advisor agrees that, during the term of this
Agreement and for two (2) years thereafter, Advisor shall not (for itself or for any
third party) divert or attempt to divert from the Company any business, employee,
consultant, contractor, collaborator or vendor, through solicitation or otherwise,
without the prior written consent of the Company. 



	7.  	  	CONFIDENTIAL
INFORMATION OF OTHERS 





Advisor shall not breach any
agreements to keep in confidence, or to refrain from using, the confidential, proprietary
or trade secret information of another client or employer. Advisor shall not provide to
the Company any information of another client or employer, in the Inventions or
otherwise, nor shall Advisor use any such information in its activities for the Company,
without the prior written consent of the Company and such other client or employer. 



	8.  	  	WARRANTIES
AND COVENANTS 





Advisor represents, warrants and
covenants that: (a) Advisor has the full power and authority to enter into this Agreement
and to perform its obligations hereunder, without the need for any consents, approvals or
immunities not yet obtained; (b) Advisor has the right to grant the rights and
assignments granted herein, without the need for any assignments, releases, consents,
approvals, immunities or other rights not yet obtained; (c) the Services, including,
without limitation, any deliverables required hereunder, shall be free from material
errors or other defects; (d) the Inventions (and the exercise of the rights granted
herein with respect thereto) do not and shall not infringe, misappropriate or violate any
patent, copyright, trademark, trade secret, publicity, privacy or other rights of any
third party, and are not and shall not be defamatory or obscene; (e) neither the
Inventions nor any element thereof shall be subject to any restrictions or to any
mortgages, liens, pledges, security interests, encumbrances or encroachments; and (f)
each of Advisor’s employees and contractors (if any) involved in the development of the
Inventions have executed (or, prior to any such involvement shall execute) a written
agreement with Advisor in which such persons (i) assign to Advisor all right, title and
interest in and to the Inventions in order that Advisor may fully grant the rights to the
Company as provided herein and (ii) agree to be bound by confidentiality and
non-disclosure obligations equivalent to those set forth in this Agreement. The Company
hereby disclaims all warranties of any kind, whether express, implied, statutory or
otherwise, with respect to any Proprietary Information or other information or materials
supplied by the Company to Advisor hereunder, including, without limitation, any
warranties with respect to any specifications for the Inventions or other deliverables
required hereunder. 



	9.  	  	INDEMNIFICATION 




Advisor shall indemnify and hold
harmless, and at the Company’s request defend, the Company and its affiliates, successors
and assigns (and their respective officers, directors, employees, sublicensees, Companies
and agents) from and against any and all claims, losses, liabilities, damages,
settlements, expenses and costs (including, without limitation, attorneys’ fees and court
costs) which arise out of or relate to: (a) any breach (or claim or threat thereof that,
if true, would be a breach) of this Agreement by Advisor, including, without limitation,
any breach or alleged breach of any representation, warranty or covenant of Advisor set
forth in Section 8; or (b) any third party claim or threat thereof that the Services or
Inventions (or the exercise of the rights granted herein with respect thereto) infringe,
misappropriate  







 
	 	
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or violate any patent, copyright,
trademark, trade secret, publicity, privacy or other rights of any third party, or are
defamatory or obscene. 



	10.  	  	LIMITATION
OF LIABILITY 




To the extent permitted by
applicable law: (a) in no event shall the Company be liable under any legal theory for
any special, indirect, consequential, exemplary or incidental damages, however caused,
arising out of or relating to this Agreement, even if the Company has been advised of the
possibility of such damages; and (b) in no event shall the Company’s aggregate liability
arising out of or relating to this Agreement (regardless of the form of action giving
rise to such liability, whether in contract, tort or otherwise) exceed the fees payable
by the Company hereunder. 



	11.  	  	UNIFORM
CONSULTING AGREEMENT 




The Company acknowledges that
Advisor is an employee of The Scripps Research Institute (“TSRI”) and is bound by TSRI’s
Uniform Consulting Agreement Provisions (the “Provisions”), a copy of which is attached
hereto as Exhibit A. In the event that any term or condition of this Agreement conflicts
with any one or more Provisions, the Provisions shall govern.  



	12.  	  	MISCELLANEOUS 




        12.1
Assignment. Neither party shall assign, sell, transfer, delegate or otherwise dispose of,
whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or
any or its rights or obligations under this Agreement; provided, however, the Company may
assign, sell, transfer, delegate or otherwise dispose of this Agreement or any of its
rights and obligations hereunder as part of a merger, consolidation, corporate
reorganization, sale of all or substantially all of the Company’s assets of the business
to which Advisor’s services relate, sale of stock, change of name or like event. Any
purported assignment, sale, transfer, delegation or other disposition, except as
permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the parties and their respective
successors and permitted assigns.  



        12.2
Notices. Any notice, request, demand or other communication required or permitted
hereunder shall be in writing, shall reference this Agreement and shall be deemed to be
properly given: (a) when delivered personally; (b) when sent by facsimile, with written
confirmation of receipt by the sending facsimile machine; (c) five (5) business days
after having been sent by registered or certified mail, return receipt requested, postage
prepaid; or (d) upon receipt for an express courier, with written confirmation of
receipt. All notices shall be sent to the address set forth on the signature page of this
Agreement and to the notice of the person executing this Agreement (or to such other
address or person as may be designated by a party by giving written notice to the other
party pursuant to this Section).  



        12.3
Severability. If any provision of this Agreement, or the application thereof to any
person, place or circumstance, shall be held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum
extent possible so as to effect the intent of the parties, or, if incapable of such
enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this
Agreement and such provisions as applied to other persons, places and circumstances shall
remain in full force and effect.  



        12.4
Waiver. The waiver by either party of a breach of or a default under any provision of
this Agreement shall not be effective unless in writing and shall not be construed as a
waiver of any  






 
	 	
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subsequent breach of or default
under the same or any other provision of this Agreement, nor shall any delay or omission
on the part of either party to exercise or avail itself of any right or remedy that it
has or may have hereunder operate as a waiver of any such right or remedy. 



        12.5
Governing Law. This Agreement is to be construed in accordance with and governed by the
internal laws of the State of New York without giving effect to any choice of law rule of
such State.  



        12.6
Relationship of Parties. This Agreement shall not be construed as creating an agency,
partnership, joint venture or any other form of association, for tax purposes or
otherwise, between the parties; and the parties shall at all times be and remain
independent contractors. Except as expressly agreed by the parties in writing, neither
party shall have any right or authority, express or implied, to assume or create any
obligation of any kind, or to make any representation or warranty, on behalf of the other
party or to bind the other party in any respect whatsoever. Neither party shall have any
obligation or duty to the other party except as expressly and specifically set forth
herein, and no such obligation or duty shall be implied by or inferred from this
Agreement or the conduct of the parties hereunder. Advisor (and its employees, agents and
contractors) shall not be entitled to any of the benefits that the Company may make
available to its employees, such as group health, life, disability or worker’s
compensation insurance, profit-sharing or retirement benefits, and the Company shall not
withhold or make payments or contributions therefor or obtain such protection for Advisor
or its employees, contractors or agents. Advisor shall be solely responsible for all tax
returns and payments required to be filed with or made to any federal, state or local tax
authority with respect to Advisor’s performance of services and receipt of fees under
this Agreement.  



        12.7
Headings. The headings used in this Agreement are for convenience only and shall not be
considered in construing or interpreting this Agreement.  



        12.8
Entire Agreement. This Agreement (including the Exhibits attached hereto, which are
incorporated herein by reference) is the final, complete and exclusive agreement of the
parties with respect to the subject matter hereof and supersedes and merges all prior or
contemporaneous proposals, discussions, negotiations, understandings, promises,
representations, conditions, communications and agreements, whether written or oral,
between the parties with respect to such subject matter and all past courses of dealing
or industry custom.  







 
	 	
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        IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as
of the Effective Date.  



	   	ADVISOR:
	 	 	 
	 	/s/ Ernest Beutler
      

      
      Ernest Beutler M.D.
	 	 	 
	 	PROTALIX BIOTHERAPEUTICS, INC.
	 	 	 
	 	By:	/s/ David Aviezer
      

    
	 	 	Name: David Aviezer,
Ph.D. 

                                                                        Title:      President
and                                                                             Chief
Executive Officer





   







	 	
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Exhibit A  



THE SCRIPPS RESEARCH
INSTITUTE                                       
UNIFORM CONSULTING AGREEMENT PROVISIONS 



1. All arrangements and agreements
in which a member of the staff of The Scripps Research Institute (“TSRI”) provides
consulting services to any profit making or commercial organization (hereinafter referred
to as a “Company”) shall refer to these Uniform Consulting Agreement Provisions (“Uniform
Provisions”) by specific reference and attach same to the agreement or include same
verbatim in the agreement. If anything in an agreement to provide consulting services
between Company and a TSRI staff member (Consultant) is inconsistent with these Uniform
Provisions, these Uniform Provisions shall govern. No such agreement shall be of any
force or effect unless it is subject to these Uniform Provisions and is approved in
writing by TSRI’s Office of Technology Development. 



2. TSRI staff members shall spend no
more than a total of ten percent of their professional effort in consulting services for
all Companies. Consulting agreements shall specify the amount of time to be expended in
consulting for the Company. Consulting fees shall be paid directly to the Consultant.
Such consulting services shall not involve any research or laboratory work. 



3. Neither the name nor reputation
of TSRI, Scripps Institutions for Medicine and Science (“SIMS”), or Scripps Health (“SH”)
shall be publicized or exploited directly or indirectly by the Company. The Company and
the Consultant shall hold TSRI, SIMS and SH and their officers, trustees, and employees
harmless from all claims, charges damages, and judgments arising from consulting services
and shall indemnify TSRI, SIMS and SH for costs, direct and indirect, of defending any
action arising from the consulting agreement or services performed thereunder. Neither
the Company nor the Consultant shall use any services, personnel, facilities or equipment
of TSRI in performing consulting services. 



4. Consultant’s rights, title and
interest in inventions, discoveries and developments arising from Company funded
consulting services made solely or jointly with Company employees or agents may be
assigned to the Company, so long as the provisions in Section 5 below are not applicable. 



5. Company shall not obtain any
rights in or respecting any invention, discovery or development of the Consultant which:
(a) was conceived, reduced to practice, published, or submitted for publication, by the
Consultant before the effective date of the consulting agreement, (b) was at any time
conceived or reduced to practice independent of consulting services performed hereunder,
(c) is the result of work conducted within TSRI, (d) is subject to Consultant’s
obligation to assign to TSRI, and/or (e) relates in any manner to the business of TSRI. 










 
	 	
	 



















6. The Company shall have no rights
or interests in any of the inventions, discoveries, developments, improvements, or
products which may arise from the research or other scientific work performed by the
Consultant outside the scope of the consulting agreement or performed by other scientists
of TSRI. Further, it is understood that the Consultant shall not disclose to the Company
any such research or other scientific work to the extent that any such disclosure might
impair the patent rights or the proprietary rights of TSRI or other third parties.  



7. In the event of any dispute as to
whether TSRI has any rights in an invention which Company claims to own, the
determination of inventorship, conception, and/or reduction to practice shall be
determined jointly by patent counsel for TSRI and patent counsel for Company, according
to the patent laws of the United States. In the event such patent counsel cannot mutually
agree, then the determination shall be by a qualified and independent patent lawyer
nominated by TSRI and approved by Company, which approval shall not be withheld
unreasonably. The independent patent attorney shall serve as a sole arbitrator, to whom
TSRI and Company shall submit their proofs and arguments. If Company does not approve the
appointment of said independent patent lawyer, then San Diego County Superior Court shall
appoint an independent patent lawyer to serve as the arbitrator. TSRI and Company shall
share equally in paying the costs and fees of the independent patent attorney. The
arbitrator may interview all persons and review all documents which the arbitrator deems
necessary or proper to reach a determination. Such determination shall be binding upon
TSRI and Company; excepting only, however, if a different determination is made later by
the United States Patent and Trademark Office or by a United States court in proceedings
initiated by a third party (other than TSRI or Company), and TSRI and Company are given
an opportunity to participate in said proceedings, then TSRI and Company hereby agree to
be bound by said different determination.  



8. Nothing in the consulting
agreement shall limit or be construed to limit the right of Consultant or of TSRI to use
or publish information which (a) was in the public domain before the consulting services
were performed, (b) was known to Consultant or TSRI, respectively, before the consulting
services were performed, (c) was developed or acquired independently of the Company or
TSRI, or (d) becomes public knowledge without breach by Consultant of any obligations of
confidence to Company or TSRI.  



9. The Uniform Provisions shall be
and hereby are in force and effect for the entire term of any consulting agreement
between Consultant and Company.  



10. Upon termination of consulting
services, the Consultant shall, if requested by the Company, leave all notes and records
of his/her consulting services with Company, but shall be entitled to retain one copy
thereof for archival purposes, subject to any obligations of confidence to Company.  





 
	 	
	 















 
11. If the Company calls upon the
Consultant to testify in any expert capacity, in Court, deposition or otherwise, the
Company shall pay the Consultant for all time spent in preparing for and giving such
testimony at a rate no lower than a pro rata fee commensurate with the consulting fee set
forth in the consulting agreement, adjusted for inflation, and in addition, shall pay
lodging, travel and other actual costs incurred by the Consultant in connection with such
testimony.  



12. The consulting agreement and
these Uniform Provisions shall be construed and enforced in accordance with the laws of
the State of California and the United States patent laws.  



	ACCEPTED:	 	 
	               Company	By:	
      /s/ David Aviezer 
      


      

	 	Date:    	May 31, 2007
      

    
	 	Title:	CEO
      

    
	 	 	 
	ACCEPTED:	 	 
	               Consultant:	 	                /s/
Ernest Beutler
      

    
	
                     Date:  

      
	 	
      

      

    


Contract approved for The Scripps
Research Institute, La Jolla, California, this 7th day of May, 2007.  






/s/ Jennifer L. Dyer




   Jennifer L.
Dyer  

  Director, Technology Development  

  The Scripps Research Institute