C ONSULTING S ERVICES A GREEMENT
This Consulting Services Agreement is made July 1, 2002, between I NSERT T HERAPEUTICS , I NC . , a Delaware
corporation, located at 2585 Nina Street, Pasadena, CA 91107 (“Company”), and N EOLOGIX , a California corporation located at
the address set forth in Attachment 1 hereto (“Consultant”). The “Standard Terms and Conditions” attached hereto are
incorporated herein by this reference as if fully set forth.
I NITIAL P ROJECT S CHEDULE
Services to be Provided
The “Services,” as that term is used in the Agreement, will include strategic business advice across a wide range of areas,
and may include, by way of example, the following:
• Manage the relationship with outside legal counsel.
Identify and manage relationship with investment bankers, venture capital sources and financial Consultants.
• Manage relations and communications with shareholders.
Structure and assist in documenting various corporate development transactions, strategic relationships, joint
ventures, partnerships and financing transactions, together with the Company’s outside legal counsel.
Prepare a business plan, executive summary, financial projections, and offer other assistance in identifying
Prepare, negotiate and review documents with the assistance of the Company’s outside legal counsel.
Participate, as requested, in strategic management discussions and decision-making.
Participate in staff meetings.
• Manage Board of Directors meetings, agenda and materials.
The Services will be rendered when and as requested by the Company.
• Other services as requested by the CEO and other members of senior management.
A LTHOUGH CERTAIN ASPECTS OF THE S ERVICES WILL INVOLVE THE PREPARATION AND REVIEW OF LEGAL
DOCUMENTATION AND LEGAL ISSUES , THE S ERVICES ARE NOT AND DO NOT CONSTITUTE LEGAL SERVICES OR LEGAL
REPRESENTATION ; SEE