THIS AGREEMENT is effective as of [date] by and between [Company] Corporation ("[Company]"), [address], and Petr Kuzmic, Ph.D. ("Dr. Kuzmic"), BioKin Ltd., 15 Main Street. Suite 232, Watertown, Massachusetts 02472

1. Consultancy. [Company] hereby retains Dr. Kuzmic, and Dr. Kuzmic hereby accepts such retention, commencing as of the date of this Agreement and continuing for one (1) year thereafter.

2. Services. Dr. Kuzmic shall serve as a consultant to [Company] and its subsidiaries and affiliates in the field of computational enzyme kinetics and drug discovery (the "Field").

3. Compensation. [Company] will pay Dr. Kuzmic a fee of $350.00 per hour for the consulting services requested and performed under this Agreement. Dr. Kuzmic's invoices detailing the services rendered pursuant to this Agreement should be sent to [Contact] at [Company], and payments will be made within thirty (30) days of [Contact's] receipt of such invoices. In addition, [Company] will reimburse Dr. Kuzmic for his reasonable expenses approved in advance by [Company].

4. Outside Employment.
(a) During the term of this Agreement Dr. Kuzrnic may be engaged by one or more other institutions. Dr. Kuzmic represents that he is not and shall not become a party to any agreement which conflicts with the duties hereunder. Dr. Kuzmic shall use best efforts to segregate work done under this Agreement from work at any such other institution, or done with Government funding, so as to minimize any questions of disclosure or ownership of rights under any Inventions or Confidential Information. [Company] may terminate this Agreement if in its sole opinion the performance of such work will conflict with its interests.
(b) Dr. Kuzmic shall not disclose to [Company] any inventions, trade secrets, or other infon-nation of third parties that Dr. Kuzmic does not have the right to disclose and that [Company] is not free to use without liability.

5. Inventions.
(a) "Invention" shall mean and refer to any composition of matter, device, process, treatment, or improvement thereof discovered, created, made, conceived, or reduced to practice ("Invented") by Dr. Kuzmic, whether patentable or not, during the term of this Agreement and which: (i) was Invented with the equipment, supplies, Facilities, or Confidential Information of [Company] or those acting on its behalf, or (ii) was Invented by Dr. Kuzmic while performing services for [Company], or (ifi) resultedfrom any work performed by Dr. Kuzniic for [Company] under this Agreement.
(b) [Company] shall own all right, title and interest in any Invention. Dr. Kuzmic shall promptly, and without royalty but at [Company] expense: (i) disclose to [Company] all information with respect to any Inventions, (ii) execute all applications, assignments, and other instruments and do such other acts that [Company] may deem necessary to obtain and maintain patents, copyrights, and similar rights anywhere in the world, and (iii) provide [Company] evidence needed in any legal proceedings regarding the Invention.

6. Confidentiality. (a) During the term of this Agreement and any subsequent extensions, and for a period of three (3) years thereafter, Dr. Kuzmic will not disclose any [Company] Confidential Information as defined herein without the prior written consent of [Company]. As used in this Agreement, "Confidential Information" shall mean all data, technical information, commercial and research strategies, trade secrets, and know-how disclosed by [Company] to Dr. Kuzniic, directly or indirectly, whether in writing or orally except for such information and know-how that: (i) can be shown by contemporaneous documentation to have been in Dr. Kuzmic's possession prior to disclosure by [Company]; (ii) at the time of disclosure hereunder is, or thereafter becomes, through no fault of Dr. Kuzmic, part of the public domain; or (iii) is fumished to Dr. Kuzmic by a third party after the time of disclosure hereunder without the breach of any duty to [Company].
(b) Dr. Kuzmic shall not use any Confidential Information except for the purposes of this Agreement unless [Company] shall otherwise agree in writing. Dr. Kuzrnic may disclose Confidential Information only to employees or agents who have a need to know the Confidential Information for the purposes of this Agreement and who are bound in writing to maintain the secrecy of the Confidential Information and assign to [Company] any Inventions which they may make.
(c) Dr. Kuzmic shall keep separate and segregated from other work all documents, records, notebooks, correspondence, deposits of microorganisms, cells or parts thereof, cell lines, parts and progeny thereof, and all products made thereby, arising from the work under this Agreement. All right, tide, and interest therein shall belong to [Company], and upon expiration or termination of this Agreement, all such documents and material, including copies thereof, whether prepared by Dr. Kuzniic or others, will be delivered to [Company].
(d) Dr. Kuzmic may lecture upon, disseminate, and publish under Dr. Kuzmic's own name scientific papers arising from the work done in the course of performance of services for [Company] hereunder, but only upon the prior written approval of [Company]. [Company] will not unreasonably withhold its approval provided Confidential Information will not be disclosed thereby. Appropriate credit will be given to [Company] in any publication.

7. Notice. Any notice to [Company] shall be addressed as follows or as shall be specified by a party in writing:

If to [Company]:
[Company] Corporation
[address]
Attention: [Contact]
With a copy to: [Name], Legal Department


If to Dr. Kuzmic:
Petr Kuzmic, Ph.D.
BioKin Ltd.
15 Main St. Suite 232
Watertown MA 02472


8. Amendment, Termination and Survival. This Agreement may be amended or renewed only with the written agreement of both parties. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. The terms and obligations of Sections 5 and 6 shall survive termination of this Agreement for any reason whatsoever. If Dr. Kuzmic breaches any material term of this Agreement [Company] may, in addition to any other remedy, immediately terminate Dr. Kuzmic's services by notice to Dr. Kuzmic by letter, facsimile, telephone call, in person, or other reasonable means by any officer or agent of [Company], and [Company] shall not be obligated to make any further payments to Dr. Kuzmic after the date of any such notice of termination.

9. Assignment and Governing Law. This Agreement and any rights under it may not be assigned by Dr. Kuzmic, nor may Dr. Kuzmic delegate any duties or subcontract any work without [Company]'s prior written consent. Any unauthorized attempt to assign, delegate or subcontract shall be void. This Agreement shall be governed by the,laws of the State of California.

10. Not an Employee. Dr. Kuzmic is an independent contractor and is not an employee or agent of [Company]. Dr. Kuzmic shall not be entitled to any benefits or compensation from [Company] except as set forth in this Agreement, and shall in no event be entitled to any fringe benefits payable to employees of [Company].

11. Waiver and Severability. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement becomes or is deemed to be invalid, illegal or unenforceable, the parties shall meet to discuss such provision. If such provision cannot be amended without materially altering the intention of the parties, it shall be deleted and the remainder of the Agreement and the related documents pursuant hereto shall remain in full force and effect. In the event of a conflict between the provisions in the body of this Agreement and any attachments, the ten-ns in the body of this Agreement will control.

12. Entire Agreement. This Agreement is the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, correspondence, understandings, and agreements of the parties relating to the subject matter hereof.

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