Exhibit 10.32

     

    ADVISORY BOARD
AGREEMENT

     

    This AGREEMENT (this “Agreement”),
dated as of December 10, 2010, is made by and between Medgenics, Inc., located
at 8000 Towers Crescent Drive, Suite 1300, Vienna,
VA, 22182 USA (the “Company”); and R.
Dean Hautamaki, M.D., FCCP of Sarasota, Florida (the
“Advisor”).
 

    The
Company wishes to retain the Advisor as a member of the Company’s Strategic
Advisory Board (the “SAB”) and the Advisor desires to perform
the advisory and consulting services described below. Accordingly, the parties
agree as follows:
 

    
      	
            	
              1.

            	
              Services.

            


    

     

    
      
        	
              	
                a.

              	
                The
      Advisor will advise, consult for and on behalf of the Company’s
      management, employees and agents, at reasonable times, as requested by the
      Company and shall provide the Services set forth on Exhibit
    1.

              


      

    

     

    
      
        	
              	
                b.

              	
                Advisor
      will participate in 3-4 SAB meetings per year by phone. Additionally,
      consultation of up to 2 hours per month on average may be sought by the
      Company by telephone, written correspondence or in person at the Advisor’s
      office and will involve reviewing activities and developments in the Company’s field
      of activity.

              


      

    

     

    
      
        	
              	
                c.

              	
                For
      purposes of this Agreement, the “Effective Date” shall
      be the date that this Agreement is fully executed by both
      parties.

              


      

    

     

    
      	
            	
              2.

            	
              Compensation.

            


    

     

    
      
        	
              	
                a.

              	
                In
      connection with the execution of this Agreement, the Company will issue to
      Advisor options to purchase 667,397 shares of common stock of the Company,
      having $0.0001 par value per share (the “Common Stock”), exercisable for
      10 years at an exercise price to be calculated
      as the average of the Applicable Daily Closing Share Price (as defined
      below) for the 10 trading days prior to the date of formal approval of the
      grant of options by the Board of Directors. The Advisor acknowledges
      that the Company may be prohibited by the AIM Rules for Companies (the
      “AIM Rules”) from granting such
      options on the Effective Date, but that, subject to the approval of the
      Board of Directors, such options shall be granted as soon as practicable,
      lawful and otherwise permitted under the AIM Rules. These options shall
      vest in three equal increments over a 3-year period
      starting from the grant date of the options; however, vesting will
      be accelerated in case of a change of ownership pursuant to the terms set
      forth in the option grant
agreement.

              


      

    

     

    
      
        	
              	
                b.

              	
                For in-person meetings, the
      Advisor will be paid $1,500 for each day of
    meetings.

              


      

    

     

    
      
         


      

      
        SAB Advisory Agreement Page 1 of 9


        
          

        

      

      
         


      

    
  

    
      
        	
              	
                c.

              	
                For
      purposes of Section 2(a) above, the “Applicable Daily Closing Share
      Price” shall be calculated on a given date as (x) if the
      Common Stock is listed on a U.S. national securities exchange, the last
      closing trade price of the Company’s Common Stock, as reported by
      Bloomberg, L.P., on that date, or (y) if the Common Stock is not listed on
      a U.S. national securities exchange, the closing price of the Company’s
      Common Stock as reported on the MEDU ticker listed on the
      London Stock Exchange AIM market on that
  date.

              


      

    

     

    
      
        	
              	
                d.

              	
                Reasonable
      expenses of the Advisor incurred at the request of the Company (including
      phone and other expenses incurred in the normal course of business on
      behalf of the Company and travel expenses incurred in connection with
      Company related business in accordance with the Company’s travel policy)
      will be reimbursed promptly by the Company, subject to customary
      verification and prior written
approval.

              


      

    

     

    
      
        	
              	
                3.

              	
                Term. The term of this
      Agreement will begin on the Effective Date of this Agreement and will end
      on the third anniversary of this Agreement or upon earlier termination as
      provided below (the “Term”); provided that the Term may be
      renewed for successive one-year periods. This Agreement may be terminated
      at any time upon written notice by either
party.

              


      

    

     

    
      	
            	
              4.

            	
              Confidentiality
      and prohibited
      dealings.

            


    

     

    
      	
            	
              a.

            	
              The
      Advisor acknowledges that, during the course of performing his services
      hereunder, the Company will be disclosing information to the Advisor (“Confidential Information”) which is owned by the Company.
      The Advisor acknowledges that the Company’s business is extremely
      competitive, dependent in part upon the maintenance of secrecy, and that
      any disclosure of the Confidential Information would likely result in
      serious harm to the Company.

            


    

     

    
      	
            	
              b.

            	
              The
      Advisor agrees that the Confidential Information will be used by the
      Advisor only in connection with the advisory and consulting activities
      hereunder, and will not be used for any other
  purpose.

            


    

     

    
      	
            	
              c.

            	
              The
      Advisor agrees not to disclose, directly or indirectly, the Confidential
      Information to any third person or entity, other than representatives or
      agents of the Company. The Advisor agrees not to use the Confidential
      Information for any purposes other than explicitly permitted under this
      Agreement. The Advisor will treat all such information as confidential and
      proprietary property of the
Company.

            


    

     

    
      	
            	
              d.

            	
              The
      Advisor may disclose any Confidential Information that is required to be disclosed by
      law, government regulation or court order. If disclosure is required, the
      Advisor will give the Company advance notice so that the Company may seek
      a protective order or take other action reasonable in light of the
      circumstances.

            


    


    
      
         


      

      
        SAB Advisory Agreement Page 2 of 9


        
          

        

      

      
         


      

    
  

    
      
        	
              	
                e.
      

              	
                The
      Advisor hereby acknowledges that he is aware that the Company is a company
      who’s issued shares have been admitted to trading on the AIM market of the
      London Stock Exchange. Information imparted and/or to be imparted by the
      Company to the Advisor regarding the Company and/or the Company’s
      subsidiary is or may be “inside information” relating to the Company
      and/or the securities of the Company within the meaning of the UK’s
      Criminal Justice Act 1993. As such, the Advisor may hereafter become “an
      insider” in relation to the Company. The Advisor hereby agrees to being
      made an insider and that, entirely without prejudice to the generality of
      the foregoing provisions hereof, that he will
  not:

              


      

    

     

    
      
        	
              	
                (i)

              	
                use
      Confidential Information in relation to the Company and/or its subsidiary
      to deal or encourage any other person to deal in securities of the
      Company. For the purposes of the foregoing the term “deal” is to be
      construed in accordance with the UK’s Criminal Justice Act 1993;
      and

              


      

    

     

    
      	
            	
              (ii)

            	
              (and
      will use his best endeavors to procure that none of his related, connected
      or associated parties will) without the Company’s prior written consent
      directly or indirectly by purchase or otherwise, acquire (conditionally or
      otherwise), offer to acquire, or agree to acquire ownership or options to
      acquire such ownership or any rights whatsoever in respect of any share
      capital in the Company (or otherwise act in concert with any person who so
      acquires, offers to acquire or agrees to acquire) whilst any such
      information shall be and remain “inside
  information”.

            


    

     

    
      	 	
              5.

            	
              Intellectual
      Property.

            


    

     

    
      
        	
              	
                a.

              	
                The
      Advisor recognizes that the Company is engaged in a continuous program of
      research, development, and production with respect to its business. The
      Company possesses or has rights to information that has been created,
      discovered, developed or otherwise become known to the Company (including
      information developed by, discovered by or created by Advisor which arises
      out of the advisory and consulting relationship with the Company) that has
      commercial value in its business (“ProprietaryInformation”). For example, Proprietary
      Information includes, without limitation, inventions (whether or not
      patentable), patent applications, trade secrets, discoveries, experiments,
      research, concepts, ideas, techniques, methods, processes, testing
      procedures, formulas, compositions, data, know-how, computer programs,
      computer code, and improvements in the foregoing, as well as names and
      expertise of employees, consultants, customers and prospects, and
      technical, business, financial, marketing, customer and product
      development plans, forecasts, strategies and any other information
      relating to the Company’s business and/or fields of
    interest.

              


      

    
 

    
      
         


      

      
        SAB Advisory Agreement Page 3 of 9


        
          

        

      

      
         


      

    
 

    
      	
            	
              b.

            	
              The
      Advisor understands that the advisory and consulting relationship creates
      a relationship of confidence and trust between Advisor and the Company
      with respect to any (i) Proprietary Information or (ii) confidential
      information applicable to the business of any customer of the Company or
      other entity with which the Company does business and that it learns in
      connection with the advisory and consulting relationship. At all times,
      both during the Term hereunder and after its termination, Advisor will
      keep in confidence and trust all such information, and Advisor will not
      use or disclose any such information without the written consent of the
      Company, except as may be necessary in the ordinary course of performing
      its duties to the Company. This obligation shall end whenever such
      information enters the public domain and is no longer confidential or
      proprietary.

               

            


    

    
    

    
      	
            	
              c.

            	
              In
      addition, the Advisor hereby
agrees:

            


    

    
      
        	
              	
                i.

              	
                All
      Proprietary information shall be the sole property of the Company and its
      assigns, and the Company and its assigns shall be the sole owner of all
      patents, copyrights, trade secrets and other proprietary rights in
      connection therewith. Advisor hereby assigns to the Company any rights it
      may have or acquire in such Proprietary Information. Advisor specifically
      agrees that the foregoing assignment shall include any and all rights it
      may have, had, acquire, or acquired in the Proprietary Information of the
      Company and its subsidiaries, if applicable. Additionally, Advisor agrees
      to perform all reasonable acts requested by the Company or its
      representatives to perfect and
      enforce such rights.

              


      

    

     

    
      
        	
              	
                ii.

              	
                All
      documents or other media, records apparatus, equipment and other physical
      property whether or not pertaining to Proprietary Information, furnished
      to the Advisor by the Company or produced by Advisor or others in
      connection with the consulting relationship shall be and remain the sole
      property of the Company. Advisor shall return and deliver all such
      property of the Company immediately as and when requested by the Company.
      The Advisor shall return and deliver all such properly (including any
      copies thereof) upon request and, even without any request, upon
      termination of the consulting
relationship.

              


      

    

     

    
      	
            	
              d.

            	
              Advisor
      will promptly disclose to the Company all improvements, inventions, works
      of authorship, trade secrets, computer programs, designs, formulas, mask works, ideas,,
      processes, techniques, know-how and data, whether or not patentable
      (“Inventions”) that relate to the subject matter of my advising and that
      are conceived, developed or learned by the Advisor, either alone or
      jointly with others, during the term of the advisory
      relationship.

            


    
 

    
      
         


      

      
        SAB Advisory Agreement Page 4 of 9


        
          

        

      

      
         


      

    
 

    
      	
            	
              e.

            	
              All
      Inventions that Advisor conceives, develops or learns (in whole or in
      part, either alone or jointly with others) in connection with
      performance of its advising for the Company or that uses the Company’s
      Proprietary Information shall be the sole property of the Company and its
      assigns (and to the extent permitted by law shall be works made for hire). The Company and
      its assigns shall be the sole owner of all trade secret rights, patents,
      copyrights and other proprietary rights anywhere in the world in
      connection therewith, and Advisor hereby assigns to the Company any rights
      it may have or acquire in such Inventions. Advisor specifically agrees
      that the foregoing assignment shall include any and all rights, title and
      interest Advisor may have, had, acquired or acquire in Inventions made
      conceived, developed, acquired or first reduced to practice by Advisor (in whole or
      in part, either alone or jointly with others) while Advisor was rendering
      services to the Company or its subsidiaries or
  affiliates.

            


    

     

    
      	
            	
              f.

            	
              With
      regard to Inventions described in (f) above. Advisor will assist the
      Company or its assigns in every proper way (but at the Company’s expense)
      to obtain and from time to time enforce patents, copyrights on the
      Inventions in any and all countries, and to that end Advisor will execute
      all appropriate documents, This obligation shall
      continue beyond the termination of the consulting relationship, but the
      Company shall then compensate Advisor at a reasonable rate for time spent.
      If the Company is unable for any reason whatsoever to secure signature to
      any such document (including renewals, extensions, continuations,
      divisions or continuations in part), Advisor hereby irrevocably designates
      and appoints the
      Company and its duly authorized officers and agents, as its agents and
      attorneys-in-fact to act for and in my behalf and instead of Advisor, but
      only for the purpose of executing and filing such documents and doing all
      other lawful permitted acts to accomplish the foregoing with the same
      legal force and effect as if done by
Advisor.

            


    

     

    
      	
            	
              g.

            	
              As
      a matter of record Advisor attaches hereto (as Exhibit 2) a list of
      existing inventions or improvements relevant to the subject matter of the
      advisory relationship with the Company that have been made or conceived or
      first reduced to practice by Advisor alone, or jointly with others, prior
      to rendering services as an advisor to the Company that Advisor desires to
      remove from the operation of the Agreement, and Advisor covenants that
      such list is complete.

            


    

     

    
      	
            	
              h.

            	
              Advisor
      represents that execution of the Agreement, the advisory relationship with
      the Company and the performance by Advisor of the Services will not
      violate any obligations the Advisor may have to any person or entity,
      including the obligation to keep confidential any proprietary information
      of that person or entity. Advisor has not entered into any agreement in
      conflict with this Agreement or the advisory relationship with the
      Company. Advisor represents that the Advisor will not disclose to the
      Company or induce the Company to use any confidential or proprietary
      information or material belonging to any previous employers, clients, or
      others.

            


    


    
      
         


      

      
        SAB Advisory Agreement Page 5 of 9


        
          

        

      

      
         


      

    
 

    
      	
            	
              6.

            	
              Non-Compete;
      Non-Solicitation.

            


    

     

    
      
        	
              	
                a.

              	
                During
      the Term, the Advisor will not engage in providing advisory
      services to other entities in the field of ex
      vivo genetic modification of autologous
  tissue.

              


      

    

     

    
      
        	
              	
                b.

              	
                During
      the Term and for twelve (12) months after the termination of the Term for
      any reason, the Advisor will not solicit any
      employee of the
      Company to leave the Company for any reason or to devote less than all of
      any such employee’s full efforts to the affairs of the
      Company.

              


      

    

     

    7.     Use
of Name. It is understood that the
name of the Advisor and Advisor’s affiliation with the Advisor’s current employer will appear
in disclosure documents required by securities laws, and in other regulatory and
administrative filings; and in the ordinary course of the Company’s
business.

     

    8.     No
Conflict: Valid and Binding. The Advisor represents that
neither the execution of this Agreement nor the performance of the Advisor’s
obligations under this Agreement will result in a violation or breach of any
other agreement by which the Advisor is bound. The Company represents that this
Agreement has been duly authorised and executed and is a valid
and legally binding obligation of the Company, subject to no conflicting
agreements.

     

    9.   Notices. Any notice provided under
this Agreement shall be in writing and shall be deemed to have been effectively
given (i) upon receipt when delivered
personally, (ii) one day after sending when sent
by private express  mail service (such as Federal Express), or (iii) 5 days
after sending when sent by regular mail to the following address:

     

    In the
case of the Company:

     

    Medgenics,
Inc.

    POB 14
Misgav Business Park

    Misgav,
20179 ISRAEL

    Office
+972-4-9028900

    Fax
+972-4-9990114

     

    
      Attention:
Dr. Andrew L. Pearlman

    

    
        
Chief Executive Officer

    

     

    With a
copy to:

    Pearl
Cohen Zedek Latzer, LLP

    1500
Broadway, 12th Floor

    New York,
NY 10036

    Tel:
646-878-0804

    Fax:
646-878-0801


    
      
         


      

      
        SAB Advisory Agreement Page 6 of 9


        
          

        

      

      
         


      

    

     

    Attention:
Mark S. Cohen

     

    In the
case of the Advisor:

     

    Dr. R.
Dean Hautamaki

     

    or to
other such address as may have been designated by the Company or the Advisor by
notice to the other given as provided herein.

     

    
      
        	
              	
                10.

              	
                Independent
      Contractor. Withholding. The Advisor will at all times be
      an independent contractor, and as such will not have authority to bind the
      Company. Advisor will not act as an agent nor shall he be deemed to be an
      employee of the Company for the purposes of any employee benefit program,
      unemployment benefits, or otherwise, The Advisor recognizes that no
      amount will be withheld from his compensation for payment of any federal,
      state, or local taxes and that the Advisor has sole responsibility to pay
      such taxes, if any, and file such returns as shall be required by
      applicable laws and regulations. Advisor shall not enter into any
      agreements or incur any obligations on behalf of the
    Company.

              


      

    

     

    
      
        	
              	
                11.

              	
                Assignment. Due to the personal
      nature of the services to be rendered by the Advisor, the Advisor may not
      assign this Agreement. The Company may assign all rights and liabilities
      under this Agreement to a subsidiary or an affiliate or to a successor to all or a
      substantial part of its business and assets without the consent of the
      Advisor. Subject to the foregoing, this Agreement will inure to the
      benefit of and be binding upon each of the heirs, assigns and successors of
      the respective parties.

              


      

    

     

    
      	
               
      

            	
              12.

            	
              Severability. If any
      provision of this Agreement shall be declared invalid, illegal or
      unenforceable, such provision shall be severed and the remaining
      provisions shall continue in full force and
  effect.

            


    

     

    
      	
               
      

            	
              13.

            	
              Remedies. The Advisor
      acknowledges that the Company would have no adequate remedy at law to
      enforce the provisions of Sections 4, 5 and 6 above. In the event of a
      violation by the Advisor of such Sections, the Company shall have the
      right to obtain injunctive or other similar relief, as well as any other
      relevant damages, without the requirement of posting bond or other similar
      measures.

            


    

     

    
      	
               
      

            	
              14.

            	
              Governing
      Law; Entire Agreement; Amendment. This Agreement shall
      be governed by the substantive laws of New York and under the exclusive
      jurisdiction of the New York courts. This Agreement represents the entire
      agreement between the parties relating to the subject matter hereof and
      supersedes all prior oral or written agreements between the Company and
      Advisor. No provision of this Agreement may be amended other than by an
      instrument in writing signed by the Company
      and Advisor. No waiver shall be effective unless it is in writing and
      signed by an authorized representative of the waiving
      party.

            


    

     

    
      
         


      

      
        SAB Advisory Agreement Page 7 of 9


        
          

        

      

      
         


      

    

     

    
      
        
          	
                	
                  15.

                	
                  Counterparts. This
      Agreement may be executed in two or more identical counterparts, all of
      which shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered
      to the other party. In the event that any signature is delivered by
      facsimile transmission or by an e-mail which contains a portable document
      format (.pdf) file of an executed signature page, such signature page
      shall create a valid and binding obligation of the party executing (or on
      whose behalf such signature is executed) with the same force and effect as
      if such signature page were an original
thereof.

                


        

      

       

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

      


      
        
          
            	
                    Medgenics,
      Inc.

                  	 	
                    ADVISOR

                  
	 
      	 	 
      
	
                    By:

                  	
                    /s/ Andrew L. Pearlman

                  	 	
                    By:

                  	
                    /s/ R. Dean Hautamaki MD

                  
	
                    Name:
      Dr. Andrew L. Pearlman

                  	 	
                    Dr.
      R. Dean Hautamaki

                  
	
                    Title:
      Chief Executive Officer

                  	 	 
      


          

        

      

       

      
        
           


        

        
          
            SAB Advisory Agreement
Page 8 of 9


          

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
I

    Description
of Services

     

    Advising
the Company including:

     

    
      	
            	
              1)

            	
              Participating
      as a member of the SAB;

            


    

     

    
      
        	
              	
                2)

              	
                Guiding
      the general scientific, business, laboratory, and medical direction of the
      Company;

              


      

    

     

    
      
        	
              	
                3)

              	
                Reviewing
      the goals and plans of the Company and developing strategies for achieving
      them;

              


      

    

     

    
      	
            	
              4)

            	
              Identifying
      and developing relationships with potential strategic
      partners;

            


    

     

    
      
        	
              	
                5)

              	
                Interacting
      with potential investors, stockholders, and strategic or corporate
      partners;

              


      

    

     

    
      
        	
              	
                6)

              	
                Identifying
      and reviewing promising scientific developments and intellectual
      property;

              


      

    

     

    
      
        	
              	
                7)

              	
                Providing
      advice and guidance in the Company’s scientific research and product
      development activities; and

              


      

    

     

    
      	
            	
              8)

            	
              Other
      functions as may be agreed with the
Company.

            


    


    
      
         


      

      
        SAB Advisory Agreement Page 9 of 9