Exhibit 10.31


 


Board
of Directors Agreement


 


July
23, 2021


 


Name:
Valeria Povolotsky


Address:
25915 Enclave Ct


Monterey,
CA 93940


 


Dear
Valeria:


 


On
behalf of Felicitex Therapeutics, Inc. (the “Company”), I am pleased to offer you a position on our Board of Directors for
a three year term subject to annual approval of the shareholders.


 


Subject
to the approval of the Company’s Board of Directors, you will be granted a non-qualified option to purchase 30,000 shares of Company
common stock under the Company’s 2012 Stock Option and Restricted Stock Plan at an exercise price equal to the fair market value
of that stock on your option grant date, as determined in good faith by the Company’s Board of Directors. Subject to your acceptance
of this agreement, your option will vest over a period of three years subject to your continued service on the Board of Directors or
as a consultant to the Company. Your option will be subject to the terms and conditions of the Company’s 2012 Stock Option and
Restricted Stock Plan and standard form of stock option agreement, which you will be required to sign as a condition of receiving the
option.


 


As
a Director, you will be invited to attend Directory Board Meetings, either in person or on the phone, which will be arranged on an as
needed basis (no more than four per year). In addition, your name and bio will appear on our website and materials in the Director section.
Your service as an Director will be subject to the Company’s Board of Directors Terms and Conditions attached hereto as Exhibit
A (the “Terms”), to which you agree by your signature below.


 


On
behalf of all of the Company’s management, we are excited about you serving on the Board of Directors for the Company, and we look
forward to your input and guidance.


 


	 	Sincerely,
	 	 
	 	Felicitex Therapeutics, Inc.
	 	 	 
	 	By:	/s/ Maria Vilenchik
	 	 	Maria Vilenchik, CEO


 


I
agree to and accept the Board of Directors position and agree to be bound by the Terms.








 





	Date: July 23, 2021	/s/ Valeria Povolotsky
	 	Valeria Povolotsky


 






    1


    	



    

 


Exhibit
A


BOARD
OF DIRECTORS TERMS AND CONDITIONS


 


	1.	EXPENSES



 


The
Company shall reimburse Director in accordance with the Company’s policies for reasonable travel and related expenses incurred
in the course of performing services hereunder, provided that appropriate documentation of such expenses must be provided in accordance
with such policies. Further expenses in excess of $300 must be approved in advance by the Company before any such expense is incurred.
Director shall not otherwise be paid for the collaboration, advice and assistance provided to the Company in connection with service
on the Board of Directors (the “Services”).


 


	2.	TERMINATION



 


Director’s
service on the Board of Directors may be terminated by either party for any reason upon written notice to the other party.


 


	3.	INDEPENDENT
                                            CONTRACTOR



 


Director’s
relationship with the Company will be that of an independent contractor and not that of an employee. Director has no authority to enter
into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the
Company.


 


	4.	NONDISCLOSURE
                                            OF CONFIDENTIAL INFORMATION



 


		A.	Definition
                                            of Confidential Information. “Confidential Information” means
                                            any information, technical data or know-how (whether disclosed before or after the date of
                                            this Agreement), including, but not limited to, information relating to business and product
                                            or service plans, financial projections, customer lists, business forecasts, sales and merchandising,
                                            human resources, patents, patent applications, computer object or source code, research,
                                            inventions, processes, designs, drawings, engineering, marketing or finance to be confidential
                                            or proprietary or which information would, under the circumstances, appear to a reasonable
                                            person to be confidential or proprietary. Confidential Information does not include information,
                                            technical data or know-how which: (i) is in the possession of Director at the time of disclosure,
                                            as shown by Director’s files and records immediately prior to the time of disclosure;
                                            or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result
                                            of any improper inaction or action of Director.



 


		B.	Agreement
                                            Not to Disclose. Director agrees not to use any Confidential Information disclosed
                                            to Director by the Company for Director’s own use or for any purpose other than to
                                            carry out discussions concerning, and the undertaking of, the Services. Director shall not
                                            disclose or permit disclosure of any Confidential Information of the Company to third parties
                                            other than other members of the Company’s Board of Directors. Director agrees to take
                                            all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential
                                            Information of the Company in order to prevent it from falling into the public domain or
                                            the possession of persons other than those persons authorized under this Agreement to have
                                            any such information. Director further agrees to notify the Company in writing of any actual
                                            or suspected misuse, misappropriation or unauthorized disclosure of the Company’s Confidential
Information which may come to Director’s attention.



 


		C.	Exceptions.
                                            Notwithstanding the above, Director shall not have liability to the Company or any of its
                                            subsidiaries with regard to any Confidential Information of the Company which Director can
                                            prove (i) is disclosed with the prior written approval of the Company, or (ii) is disclosed
                                            pursuant to the order or requirement of a court, administrative agency, or other governmental
                                            body; provided, however, that Director shall provide prompt notice of such court order or
                                            requirement to the Company to enable the Company
or its appropriate subsidiary to seek a protective order or otherwise prevent or restrict such disclosure.












 






    2


     


    

 


	5.	NO
                                            DUPLICATION; RETURN OF MATERIALS



 


Director
agrees, except as otherwise expressly authorized by the Company, not to make any copies or duplicates of any the Company’s Confidential
Information. Any materials or documents that have been furnished by the Company to Director in connection with the Services shall be
promptly returned by Director to the Company, accompanied by all copies of such documentation, within ten days after (a) the Services
have been concluded or (b) the written request of the Company.


 


	6.	NO
                                            RIGHTS GRANTED



 


Nothing
in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of the Company,
nor shall this Agreement grant Director any rights in or to the Company’s Confidential Information, except the limited right to
use the Confidential Information in connection with the Services.


 


	7.	ASSIGNMENT
                                            OF INVENTIONS



 


To
the extent that, in the course of performing the Services, Director jointly or solely conceives, develops, or reduces to practice any
inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable
or registrable under copyright or similar laws, Director hereby agrees to assign all rights, titles and interest to such inventions to
the Company.


 


	8.	DUTY
                                            TO ASSIST



 


As
requested by the Company, Director shall take all steps reasonably necessary to assist the Company in obtaining and enforcing in its
own name any patent, copyright or other protection which the Company elects to obtain or enforce for its inventions, original works of
authorship, developments, concepts, know-how, improvements and trade secrets. Director’s obligation to assist the Company in obtaining
and enforcing patents, copyrights and other protections shall continue beyond the termination of Director’s relationship with the
Company, but the Company shall compensate Director at a reasonable rate after the termination of such relationship for time actually
spent at the Company’s request providing such assistance.


 


	9.	DUTY
                                            OF CARE



 


Duty
of care is a fiduciary responsibility for company directors that requires them to make decisions in good faith and in a reasonably prudent
manner. The duty of care requires directors to make business decisions after taking all available information into account, and then
act in a judicious manner that promotes the company's best interests. Directors are required to exercise the utmost care in making business
decisions in order to fulfill their fiduciary duty.


 


	10.	DUTY
                                            OF LOYALTY



 


The
duty of loyalty requires a director to be completely loyal to the company at all times. It also imposes the responsibility to avoid possible
conflicts of interest, thereby precluding a director from self-dealing or taking advantage of a corporate opportunity for personal gain.


 


	11.	NO
                                            CONFLICTS



 


Director
represents that Director’s compliance with the terms of this Agreement and provision of Services hereunder will not violate
any duty which Director may have to any other person or entity (such as a present or former employer), including obligations
concerning providing services to others, confidentiality of proprietary information and assignment of inventions, ideas, patents or
copyrights. Director agrees that Director will not do anything in the performance of Services hereunder that would violate any such
duty. In addition, Director agrees that prior to performing any services for or otherwise participating in a company developing or
commercializing new services, methods or devices that may be competitive with the Company, Director shall first notify the Company
in writing of any potential conflicts. It is understood that in such event, the Company will review whether Director’s
activities are consistent with Director remaining a member of the Company’s Directory Board.


 


	12.	MISCELLANEOUS



 


Any
term of these Terms may be amended or waived only with the written consent of the parties. The Director Agreement and these Terms constitute
the sole agreement of the parties and supersede all oral negotiations and prior writings with respect to the subject matter hereof. The
validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.


 


 


3