100609 CS Page 1

Agreement No. CIRM 2251

CALIFORNIA INSTITUTE FOR REGENERATIVE MEDICINEINDEPENDENT CONSULTANT AGREEMENT THIS AGREEMENT to furnish certain consultant services is made by and between the CaliforniaInstitute for Regenerative Medicine ("CIRM") and Alan Lewis (the "Consultant").I. NATURE AND PLACE(S) OF SERVICESA. The Consultant shall provide consulting services to CIRM in the area of strategic advicestrategic advice to CIRM’s senior management team, with a focus on identifying strategicopportunities and challenges and developing action plans to fulfill CIRM’s mission (the"Services"), as set forth more fully in Attachment A hereto.B. Consultant will perform services as requested and authorized by CIRM. The partiesanticipate that Consultant’s work for CIRM will require approximately twenty-four (24) hoursper week. The parties understand and agree that Consultant will have the sole discretion todetermine the method, means and location of performing the Services, and that CIRM has noright to, and will not, control or determine the method, means or place of the performance of the Services.C. No reassignment of work to any other individual(s) other than Alan Lewis shall be madewithout the written approval of CIRM.D. The Services will be performed at multiple locations. Consultant will be available to meetwith CIRM officials once per week at CIRM’s office in San Francisco. Consultant’s scope of services may also require travel to meetings elsewhere, including internationally. At all othertimes, Consultant can work in a location of his choosing.Consultant’s location:(Solana Beach address removed by California Stem Cell Report)Solana Beach, CA 92075 ,CIRM’s location: 210 King StreetSan Francisco, CA 94107E. Consultant shall be responsible for maintaining, at his own expense, any equipment andsupplies necessary to perform the Services (specifically: a computer and communicationsequipment, including but not limited to a telephone land line, a facsimile machine, and amobile telephone). CIRM may opt to provide some of these resources for security reasons.II. TERM OF AGREEMENTA. The term of this Agreement shall be from June 21, 2010 through December 31, 2010. The term of this Agreement may be only extended by the written consent of both parties.B. This Agreement may be terminated at any time by CIRM or the Consultant, subject to ten(10) days' advance written notice to the other party.100609 CS Page 2III. COMPENSATION AND REIMBURSEMENT FOR EXPENSESA. CIRM shall pay the Consultant for Services as follows:1. Professional Fees: $2,500 per day (with pro-ration for less than 4 hours)2. Other Expenses: CIRM shall reimburse Consultant for reasonable travelexpenses, if Consultant is required to attend meetings, including those held atCIRM offices in San Francisco.Reimbursement of expenses shall be in accordance with CIRM's establishedrates and policies (found online athttp://www.cirm.ca.gov/AdminPoliciesForms). As a condition to receipt of reimbursement, Consultant shall be required to submit to CIRM a writtenrequest for reimbursement and supporting documentation for any expenses.Consultant will be responsible for all other expenses, such as taxes, insurance,and business licenses, as set forth more fully in Section X.B.3. MAXIMUM FEES AND EXPENSES TO BE PAID UNDER THISAGREEMENT: $250,000.00.B. Fees shall be paid upon the Consultant's submission of invoices indicating the AgreementNumber and setting forth charges in accordance with rates detailed in Article III-A. Eachinvoice shall include the Consultant's taxpayer identification number (Social Security oremployer identification number). Invoices shall be submitted not more frequently than

 

monthly in arrears to:California Institute for Regenerative MedicineFinance Officer210 King StreetSan Francisco, CA 94107Payment will be made in accordance with, and within the time specified in, Government CodeChapter 4.5, commencing with Section 927. The following link will take you to the GovernmentCode cited for further information. http://www.leginfo.ca.gov/cgibin/displaycode?section=gov&group=00001-01000&file=927-927.12IV. REPORTINGIn performing Services under this Agreement, the Consultant shall be accountable to CIRM andshall provide progress reports to CIRM upon CIRM’s request.V. NOTIFICATIONNotices concerning this Agreement shall be addressed as follows:CIRM: TO CONSULTANT:Elona Baum, Esq. Alan LewisGeneral CounselSan Francisco, CA 94107(Solana Beach address removed by California Stem Cell Report)Solana Beach, CA 92075100609 CS Page 3VI. WITHHOLDING; INDEMNIFICATIONConsultant shall have full responsibility for applicable withholding taxes for all compensation paidto Consultant, and for compliance with all applicable labor and employment requirements withrespect to Consultant’s self-employment, sole proprietorship or other form of businessorganization, including but not limited to state worker’s compensation insurance coveragerequirements, unemployment insurance laws, federal Social Security law, the Fair Labor StandardsAct, federal, state and local income tax laws, and all other applicable federal, state and local laws,regulations and codes relating to terms and conditions of employment required to be fulfilled byemployers or independent contractors. Consultant agrees to indemnify, defend and hold CIRMharmless from any liability for, or assessment of, any claims or penalties with respect to suchwithholding taxes, labor or employment requirements, including any liability for, or assessmentof, withholding taxes imposed on CIRM by the relevant taxing authorities with respect to anycompensation paid to Consultant.VII. INDEPENDENT CONSULTANT STATUSA. Consultant’s relationship with CIRM will be that of an independent contractor and not that of an employee. Consultant shall not be eligible to participate in any of CIRM’s employeebenefit plans, fringe benefit programs, group insurance arrangements or similar programs.B. Consultant shall be solely responsible for the conduct and control of the work to be performedby the Consultant under this Agreement, except that the Consultant is accountable to CIRMfor the results of such work. The Consultant's services for CIRM shall be performed inaccordance with currently approved methods and ethical standards applicable to theConsultant's professional capacity.California State Contract Code 10515 (a) states: No person, firm, or subsidiary thereof who hasbeen awarded a consulting services contract may submit a bid for, nor be awarded a contract onorafter July 1, 2003, for the provision of services, procurement of goods or supplies, or any otherrelated action that is required, suggested, or otherwise deemed appropriate in the end product of the consulting services contract.VIII. ASSIGNMENT OR SUBCONTRACTING The Consultant may not assign or transfer this Agreement, or any interest or claim, or subcontractany portion of the work, without the prior written approval of CIRM. The withholding or grantingof such approval is totally discretionary with CIRM. If CIRM consents to such assignment ortransfer, the terms and conditions of this Agreement shall be binding upon any assignee ortransferee.

 

IX. PROPERTY RIGHTS, INCLUDING PATENTS AND COPYRIGHTSAll written and other tangible material produced pursuant to this Agreement by the Consultant("Material") shall be considered a work-made-for-hire under the Copyright Act. To the extent saidMaterial does not qualify as a work-made-for-hire, Consultant hereby assigns all rights, title, andinterest, including, but not limited to, copyright and all copyright rights in the Material to CIRMand shall execute any and all documents necessary to effectuate such assignment. In the eventConsultant uses any individual who is not a full-time employee of Consultant or uses any otherentity to perform any of the work required by Consultant hereunder, Consultant shall require saidindividual or entity to sign an agreement before commencing work that contains identical wordingto the foregoing two sentences except that the word "Consultant" shall be replaced with theindividual's or entity's name.100609 CS Page 4X. CONSULTANT'S LIABILITY AND INSURANCE REQUIREMENTSA. The Consultant agrees to defend, at CIRM's election, indemnify, and hold harmlessCIRM, its officers, agents, and employees from and against any and all claims, losses,expenses (including costs and reasonable attorney's fees), claims for injury, or damagesthat are caused by or result from the negligent or intentional acts or omissions of theConsultant, its officers, employees, or agents or Consultant’s breach of this Agreement.In addition, Consultant agrees to defend, at CIRM’s election, indemnify, and holdharmless CIRM, its officers, agents, and employees from and against any and all claims,losses, expenses (including costs and reasonable attorney's fees), claims for injury, ordamages accruing or resulting to any and all contractors, subcontractors, suppliers, or anyother person, firm or corporation furnishing services or supplying goods in connectionwith Consultant's performance of this Agreement.B. The Consultant shall furnish a Certificate of Insurance or statement of self-insurance(contractual liability included) showing minimum coverage as follows:1. General Liability: Comprehensive or Commercial Form (Minimum Limits)(i) General Aggregate (BI, PD)* $2,000,000(ii) Products, Completed OperationsAggregate $2,000,000(iii) Personal and Advertising Injury $1,000,000(iv) Each Occurrence $1,000,000* (not applicable to comprehensive form)However, if such insurance is written on a claims-made form following termination of this Agreement, coverage shall survive for a period no less than three years. Coveragemust include a Primary and Non-Contributory provision and a Severability of Interestprovision. Coverage shall also provide for a retroactive date of placement coincidingwith the effective date of this Agreement.2. Business Auto Liability: (Minimum Limits) for Owned, Scheduled, Non-Owned, or Hired Automobiles with a combined single limit of no less than$1,000,000 per occurrence.3. Workers’ Compensation: as required under California State Law.4. Professional Liability Insurance: (Minimum Limits)(i) Each occurrence $2,000,000(ii) Project Aggregate $2,000,000If this insurance is written on a claims-made form, it shall continue for threeyears following termination of this Agreement. The insurance shall have aretroactive date of placement prior to or coinciding with the effective date of thisAgreement. The insurance must include Contractual Liability Coverage andDefense and Indemnification of CIRM by the contracting party.5. Other insurance in amounts as from time to time may reasonably be required bythe mutual consent of CIRM and the Consultant against such other insurablehazards relating to performance.Certificate(s) shall name CIRM as an additional insured under 1, 2 and 4 above, obligatethe insurer to notify CIRM at least thirty (30) days prior to cancellation of or changes in100609 CS Page 5any of the required insurance and include a provision that the coverage will be primaryand will not participate with nor be excess to any valid and collectible insurance program