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Addendum To Consulting Agreement

ALBERT EINSTEIN COLLEGE OF MEDICINE

ADDENDUM TO CONSULTING AGREEMENT

Addendum to Consulting Agreement between ____________________

(Consultant) and ___________________ (Company) dated ________________

(Agreement).

The purpose of this Addendum is to ensure that Consultant’s

commitments to Company are consistent with Consultant’s obligations to

the Albert Einstein College of Medicine of Yeshiva University

(“EINSTEIN”). Thus, the undersigned agree that this Addendum is a part

of the Agreement and further agree that if anything in the Agreement is

inconsistent with this Addendum, this Addendum shall govern.

The Company acknowledges that the terms and conditions of the

Agreement are subordinate to obligations which Consultant has to

EINSTEIN as an EINSTEIN faculty member and employee, and in the

event that there is any conflict or inconsistency between terms of the

Agreement and the Consultant’s obligations to EINSTEIN, the obligations

to EINSTEIN will govern.

The Company may not use the name of Yeshiva University or the Albert

Einstein College of Medicine or any variation or adaptation thereof

without the prior written approval of EINSTEIN.

The Company agrees and understands that Consultant has a pre-existing

obligation to assign to EINSTEIN all of Consultant’s rights in intellectual

property conceived or made by Consultant as a result of research that has

been or is supported entirely or partly by EINSTEIN resources. Company

has no rights by reason of this Agreement in any intellectual property that

is subject to Consultant’s obligations to EINSTEIN.

Each party to the Agreement acknowledges (i) that the Consultant is

entering into the Agreement, and providing services to the Company, in

the Consultant’s individual capacity and not as an employee or agent of

Addendum To Consulting Agreement