ADIEM CONSULTING AGREEMENT

This agreement is made this _____ day of _________, 2008, by and between Adiem
Consultants, organized and existing under the laws of the California,
and _________________________ ______ (The Client). Adiem Consultants desires to
provide such advice and assistance to ________________________________ under the terms
and conditions of this agreement:

NOW, THEREFORE, Adiem Consultants and _______________________________hereby

agree as follows:

1. Consulting Services

(a) Subject to the terms and conditions of this agreement, ______________________________

hereby retains Consultant as a consultant advisor to perform the consulting services specifically
set out in Exhibit A attached to this agreement and made a part hereof (hereafter referred to as
the “Services”), as said Exhibit may be amended in writing from time to time, and Consultant
agrees, subject to the terms and conditions of this agreement, render such Services during the
term of this agreement. Such services shall be limited to the area of expertise described in
Exhibit A, as amended in writing from time to time. Consultant shall render services hereunder
at such times and places shall be mutually agreed by Company and Consultant.
(b) It is understood that the purpose of the Consulting is to provide periodic review and advice
relevant to certain Adiem Consultants matters, and that neither The Client nor Adiem
Consultants will Consultant, in advance of meetings, with accurate, unbiased and sufficient
information for him to review the subject matter thereof, and shall promptly provide further
information that Consultant reasonably deems relevant to forming any pertinent conclusions
relevant to the matter for discussion. Adiem Consultants expressly agrees that under no
circumstances will this role be compromised or inaccurately represented.

2. Compensation and reimbursement.

In consideration of the services to be provided by Adiem

Consultants to ____________________________________________________ hereunder,
_____________________________________shall pay to Adiem Consultants $2,450.00
(consulting fee of $1,950.00 plus $500.00 processing fee).

3. Independent contractor status.

The parties agree that this agreement creates an independent contractor relationship, not an
employment relationship.
4. Indemnification

Notwithstanding any other term of this agreement, The Client shall indemnify, defend and hold
harmless Adiem Consultants, its corporate affiliates, current or future directors, trustees, officers,
faculty, medical and professional staff, employees, students and agents and their respective
successors, heirs and assigns (the “Indemnities”), against any claim, liability, cost, damage,
deficiency, loss, expense or obligation of any kind or nature (including without limitation
reasonable attorneys’ fees and other costs and expenses of litigation) incurred by or imposed
upon the Indemnities or any one of them in connection with any claims, suits, actions, demands
or judgments arising out of this agreement (including, but not limited to, actions in the form of
tort, warranty, or strict liability).

5. Intellectual Property

(a) The Client understands and acknowledges that Adiem Consultants will be providing access to
proprietary and valuable information that Consultant might otherwise not receive. In addition,
those parties also understand that in the course of providing Services, invent or participate in
inventing modifications or improvements. Adiem Consultants reasonably seeks to secure such
improvements for its own use and practice.

(b) In order to enter into this agreement with __________________________________, Adiem

Consultants therefore further acknowledges and agrees that in the event that any conflict should
arise between the duties set forth in this agreement and Consultant’s obligations participate fully
in providing Services, as stated herein, without being obligated to constrain her or his comments
or contributions based upon the complexities of applying these conflicting obligations to
intellectual property ownership to disclose and license such Inventions pursuant to this
agreement.)

(d) The Consultant acknowledges that the Company does not desire to acquire any trade secrets,
know-how, confidential information, or other intellectual property that the Consultant may have
acquired from or developed for any third party, including the Institution (“Third-Party IP”). The
Company agrees that in the course of providing the Services, the Consultant shall not be required
to use or disclose any Third-Party IP, including without limitation any intellectual property of (i)
any former or current employer, (ii) any person for whom the Consultant has performed or
currently performs consulting services, or (iii) any other person to whom Adiem Consultants has
a legal obligation regarding the use or disclosure of such intellectual property.

6. Confidential Information

(a) The parties acknowledge that in connection with Adiem Consultants Services,
the _________________________________________________________ may disclose to
Consultant confidential and proprietary information, and that Consultant may also create such
information within the scope and in the course of performing the Services (hereinafter, subject to
the exceptions below, “Adiem Consultants Confidential Information”). Such information may
take the form of, for example: data concerning scientific discoveries made by the Adiem
Consultants; the Adiem Consultants know-how; the Adiem Consultants strategies and processes;
the Adiem Consultants marketing plans; data from the Adiem Consultants evaluations in animals
and humans; the Adiem Consultants past, present and future business plans; the Company’s
strategy for or status of regulatory approval; or the Company’s forecasts of sales and sales data.
Notwithstanding the above, the Company acknowledges and agrees that none of the information
described in this Paragraph 6 (except Confidential Information created by The Client) will be
considered Adiem Consultants Confidential Information for purposes of this agreement, unless
the information is disclosed to Consultant by in writing and is clearly marked as confidential, or,
where verbally disclosed to Consultant is followed within thirty (30) days of such verbal
disclosure by a writing from the Company confirming such disclosure and indicating that such
disclosure is confidential.

(b) Subject to the terms and conditions of this agreement, Consultant hereby agrees that during
the term of this agreement and for a period of three (6) years thereafter: (i) Consultant shall not
publicly divulge, disseminate, publish or otherwise disclose any The Clients Confidential
Information without the Client prior written consent, which consent shall not be unreasonably
withheld; and (ii) Consultant shall not use any such The Client Confidential Information for any
purposes other than consultation , except that Consultant’s use of such information for purely
internal academic research, without disclosure outside Adiem Consultants , shall not be a breach
of this agreement provided that Consultant is not in breach of the Intellectual Property provisions
of Paragraph 5 above. Notwithstanding the above, The Client and Consultant acknowledge and
agree that the obligations set out in this Paragraph 6 shall not apply to any portion of Adiem
Consultants Confidential Information which:

(i) Was at the time of disclosure to Consultant part of the public domain by publication or
otherwise; or

(ii) Became part of the public domain after disclosure to Consultant by publication or
otherwise, except by breach of this agreement; or

(iii) Was already properly and lawfully in Consultant’s possession at the time it was
received; or

(iv) Was or is lawfully received by Consultant from a third party who was under no
obligation of confidentiality with respect thereto; or

(v) Was or is independently developed by Consultant without reference Adiem

Consultants Confidential Information;

(vi) Is required to disclose by law, regulation or judicial or administrative process; or

7. Term

(a) This agreement shall remain in effect for a term of 6 Months commencing on the date first
written above, unless sooner terminated as hereinafter provided, or unless extended by agreement
of the parties and the assent of Adiem Consultants.

(b) This agreement may be terminated by either party, with or without cause, upon thirty (30)
days prior written notice to the other, in accordance with the terms and conditions hereof,
nevertheless wind up in an orderly fashion assignments for the Company which Consultant
began prior to the date of notice of termination hereunder.

(c) Upon termination of this agreement for any reason, Adiem Consultants terminates the
agreement without cause, any expenditure reasonably made in order to perform the Services that
were to occur had cancellation not occurred.
 If to Client:

__________________________________________
__________________________________________
__________________________________________

If to Adiem Consultants:

__________________________________________
__________________________________________
__________________________________________

(g) The parties acknowledge that the Services are personal in nature, and that from Consultant’s
perspective the specific identity of the Company, including its leadership, corporate culture,
scientific staff and reputation, is material to
________________________________________________choice to enter into this agreement.

Therefore the parties expressly agree that no party may assign this agreement without the written
consent of the other.

IN WITNESS WHEREOF, the parties have executed this agreement on the dates indicated
below.

______________________________________________________________
[Client Name] [Date]

[COMPANY]

By: ____________________________________
[Adiem Consultants Representative Signature]
Title: ___________________________________

Date: ______________