This Consulting Agreement (this Agreement) dated as of January 28, 2014 (the Effective Date) is made by and between Dr. Brian K. Kaspar (the Consultant) and BioLife Cell Bank, Inc., a Delaware corporation (the Company).
WHEREAS, the Company desires to retain the Consultant as an independent contractor to perform certain services; and
WHEREAS, the Consultant is willing to perform such services for the consideration and on the terms set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:
1. Scope of Services.
(a) The Company hereby retains the Consultant and the Consultant hereby agrees to perform (i) service as Senior Scientific Advisor, of the Company; (ii) reasonable consulting and provision of information related to the Field (as defined in Exhibit A) as mutually deemed appropriate, and (iii) such other services for the Company as the Company and the Consultant may mutually agree from time to time (collectively, the Services). The Consultant shall report to the Chief Executive Officer or President
of the Company.
(b) The Consultant agrees to make himself available to render the Services at such time or times and location or locations as may be mutually agreed from time to time. The Consultant agrees to devote his best efforts to performing the Services. Notwithstanding any language to the contrary, the Parties recognize that Consultants primary responsibility remains at all times with his employer, the Research Institute at Nationwide Childrens Hospital (RI) and nothing in this Agreement is intended or shall be construed to create a conflict of interest, time, activity or commitment to RI. Subject to the RI Policies and Regulations (as defined in Section 4), the Consultant agrees that, at the request of the Company, the Consultant shall devote 10 working hours per calendar month to the performance of the Services.
2. Compensation and Reimbursement.
(a) For the performance of the Services, the Company shall:
(i) pay the Consultant a fee at a monthly rate of $7,500.00 ($90,000.00 per annum) payable in arrears in equal biweekly installments (the Consulting Compensation) commencing on the date hereof. In the event that the Company requests that Consultant increase the number of hours that he performs on the Services, subject to the prior approval of RI, the Company and Consultant shall agree upon an appropriate increase to Consultants monthly rate; and
(ii) the Company shall permit the Consultant to purchase 1,691,588 shares of the Companys common stock, par value $0.0001, pursuant to a Restricted Stock Purchase Agreement (so called herein) in the form attached hereto as Exhibit B.
(b) The Company shall promptly reimburse the Consultant for all reasonable expenses incurred by him in the performance of the Services in accordance with the policies and practices of the Company as in effect from time to time, provided such expenses are submitted to and approved for