Common use of Stock Grant Clause in Contracts

Stock Grant. (a) To induce the Officer to accept the position of Chief Scientific Officer, and subject to the terms of this Paragraph 2.5, the Officer is hereby granted by the Company, effective upon the Effective Date of this Agreement, Thirteen Million Two Hundred Fifty Thousand (13,250,000) shares of the Company's common stock (the "COMMON SHARES") and One Million Five Hundred Thousand (1,500,000) shares of Series B preferred stock to be designated by the Company (the "SERIES B SHARES"; and collectively with the Common Shares, the "RESTRICTED STOCK"). The grant of the Restricted Stock shall be subject to the following terms and conditions: (i) If at any time before May 18, 2006, the Officer's employment with the Company shall cease or terminate for any reason, including but not limited to, termination by reason of death or disability, termination by the Company with or without cause and whether or not in breach of the Agreement, or termination by the Officer for any reason, voluntarily or otherwise, then the Officer shall forfeit all of such Restricted Stock to the Company, and the Officer shall have no claim or right, either express or implied, against the Company for any compensation, payment or benefit in lieu of the Restricted Stock so forfeited or otherwise. In addition, unless and until the Officer's rights in the foregoing Restricted Stock become nonforfeitable by virtue of the satisfaction of the foregoing condition, the Officer shall have no right to, and the Officer hereby agrees that he shall not, sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer such Restricted Stock or alienate his then-current or expected future rights to such Restricted Stock, and the certificates representing all of such Restricted Stock shall prominently bear appropriate legends reflecting these restrictions and the Company's stock register shall likewise reflect these restrictions. (ii) Upon issuance of the Restricted Stock, except for the restrictions set forth in this Paragraph 2.5, the Officer shall have all rights of a shareholder of the Company with respect to such Restricted Stock including the right to vote such Restricted Stock and to receive all dividends and other distributions paid with respect to such Restricted Stock; provided, however, dividends, if any, paid or distributed on the Restricted Stock shall not be paid by the Company to the Officer unless and until such time as the Restricted Stock becomes nonforfeitable. (iii) In the event of a Change in Control (as herein defined), the Company may waive in whole or in part any and all remaining restrictions on the Restricted Stock. For purposes hereof, a Change of Control shall mean, and shall be deemed to have occurred: (A) if any person, other than any benefit plan of the Company or the Officer and Steven B. Rash, as holders of the Series B Preferred Stock, directly ▇▇ ▇▇▇▇▇▇▇▇▇▇, becomes the beneficial owner (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities representing 51% or more of the combined voting power of the Company's then-outstanding securities, but excluding any such acquisition pursuant to a merger, consolidation or similar business combination involving the Company; or (B) upon the consummation of a merger, consolidation, or similar business combination involving the Company, other than any such transaction which results in at least 75% of the total voting power represented by the voting securities of the surviving entity (or the parent entity thereof) outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of the outstanding voting securities of the Company immediately prior to the transaction with the voting power of each such continuing holder relative to other such continuing holders not being substantially altered in the transaction; or (C) upon the Board of Directors or the shareholders of the Company approving a plan of complete or substantially complete liquidation of the Company; or (D) upon the consummation of the sale, lease, or disposition by the Company of 50% or more of the total assets of the Company in one or a series of related transactions (provided that a license, sublicense or similar transaction involving the Company's intellectual property rights shall not be considered as a Change of Control); or (E) upon the individuals who constitute the Board as of the Effective Date (the "INCUMBENT BOARD") ceasing for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. (v) The Common Shares shall have demand registration rights or piggyback registration rights (neither of which, however, shall be effective unless and until, after May 18, 2006, the Officer's rights to such shares have ceased to be subject to the risks of forfeiture as provided herein). (b) The Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all taxes (including all penalties and interest, if any, thereon), resulting from the grant and/or transfer of the above-referenced Restricted Stock for which ultimate responsibility is assigned to or asserted against the Officer under applicable law. For purposes of this provision, all withholding obligations of the Company in respect of the aforementioned taxes (including any and all taxes, penalties and interest imposed on or asserted against the Company for failure to properly withhold and remit any such amounts in a timely manner) shall be considered the responsibility of the Officer and, accordingly, the Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all of such obligations.

Stock Grant. (a) To induce Over the Officer to accept the position period of Chief Scientific Officer, and subject to the terms of this Paragraph 2.5The Original Agreement, the Officer is hereby was granted by the Company, effective upon the Effective Date of this Agreement, Thirteen Million Two Hundred Fifty Thousand (13,250,000) Company restricted common shares of the Company's common ’s stock (the "COMMON SHARES"“Common Shares”) and One Million Five Hundred Thousand (1,500,000) shares of Series B preferred stock to be designated by the Company (the "SERIES “Series B SHARES"Shares”); and collectively with the Common Shares, the "RESTRICTED STOCK")“Restricted Stock”. The grant of the Restricted Stock shall continue to be subject to the following terms and conditions: (i) If at any Until such time before May 18, 2006as the restricted stock becomes non-forfeitable, the Officer's employment Company retains the right, at the discretion of the Board of Directors, to use any of such shares as deemed necessary, solely to pledge as collateral to raise funds for the benefit of the company. In the event that such shares become forfeit of a pledge, the company may at the discretion of the board of directors issue replacement shares to the employee under the restrictions of this agreement. During the course of the pledge, the voting rights of the pledged shares remain with the Company shall cease or terminate for any reason, including but not limited to, termination by reason of death or disability, termination by the Company with or without cause and whether or not in breach of the Agreement, or termination by the Officer for any reason, voluntarily or otherwise, then the Officer shall forfeit all of such Restricted Stock to the Company, and the Officer shall have no claim or right, either express or implied, against the Company for any compensation, payment or benefit in lieu of the Restricted Stock so forfeited or otherwise. In addition, unless and until the Officer's rights in the foregoing Restricted Stock become nonforfeitable by virtue of the satisfaction of the foregoing condition, the Officer shall have no right to, and the Officer hereby agrees that he shall not, sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer such Restricted Stock or alienate his then-current or expected future rights to such Restricted Stock, and the certificates representing all of such Restricted Stock shall prominently bear appropriate legends reflecting these restrictions and the Company's stock register shall likewise reflect these restrictionsemployee. (ii) Upon issuance of the Restricted Stock, except for the restrictions set forth in this Paragraph 2.5, the Officer shall have all rights of a shareholder of the Company with respect to such Restricted Stock including the right to vote such Restricted Stock and to receive all dividends and other distributions paid with respect to such Restricted Stock; provided, however, dividends, if any, paid or distributed on the Restricted Stock shall not be paid by the Company to the Officer unless and until such time as the Restricted Stock becomes nonforfeitablenon-forfeitable. (iii) In the event of a Change in Control (as herein defined), the Company may waive waives in whole or in part any and all remaining restrictions on the Restricted Stock. For purposes hereof, a Change of Control shall mean, and shall be deemed to have occurred: (A) if any person, other than any benefit plan of the Company or the Officer and Steven B. RashOfficer, as holders holder of the Series B Preferred Stock, directly ▇▇ ▇▇▇▇▇▇▇▇▇▇or indirectly, becomes the beneficial owner (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities representing 51% or more of the combined voting power of the Company's ’s then-outstanding securities, but excluding any such acquisition pursuant to a merger, consolidation or similar business combination involving the Company; or (B) upon the consummation of a merger, consolidation, or similar business combination involving the Company, other than any such transaction which results in at least 75% of the total voting power represented by the voting securities of the surviving entity (or the parent entity thereof) outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of the outstanding voting securities of the Company immediately prior to the transaction with the voting power of each such continuing holder relative to other such continuing holders not being substantially altered in the transaction; or (C) upon the Board of Directors or the shareholders of the Company approving a plan of complete or substantially complete liquidation of the Company; or (D) upon the consummation of the sale, lease, or disposition by the Company of 50% or more of the total assets of the Company in one or a series of related transactions (provided that a license, sublicense or similar transaction involving the Company's ’s intellectual property rights shall not be considered as a Change of Control); or (E) upon the individuals who constitute the Board as of the Effective Date (the "INCUMBENT BOARD"“Incumbent Board”) ceasing for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's ’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. (v) The Common Shares shall have demand registration rights or piggyback registration rights (neither of which, however, shall be effective unless and until, after May 18, 2006, until the Officer's ’s rights to such shares have ceased to be subject to the risks of forfeiture as provided herein). (b) The Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all taxes (including all penalties and interest, if any, thereon), resulting from the grant and/or transfer of the above-referenced Restricted Stock for which ultimate responsibility is assigned to or asserted against the Officer under applicable law. For purposes of this provision, all withholding obligations of the Company in respect of the aforementioned taxes (including any and all taxes, penalties and interest imposed on or asserted against the Company for failure to properly withhold and remit any such amounts in a timely manner) shall be considered the responsibility of the Officer and, accordingly, the Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all of such obligations.

Stock Grant. (a) To induce On or promptly following the Officer to accept the position of Chief Scientific Officer, and subject to the terms of this Paragraph 2.5date hereof, the Officer is hereby granted by the Company, effective upon the Effective Date of this Agreement, Thirteen Million Two Hundred Fifty Thousand (13,250,000) Company shall issue to Executive 29,286 shares of the Company's common stock (the "COMMON SHARESCommon Grant Shares") and One Million Five Hundred Thousand (1,500,000) 792 shares of Series B preferred stock to be designated by of the Company (the "SERIES B SHARES"; Preferred Grant Shares," and collectively together with the Common Grant Shares, the "RESTRICTED STOCKGrant Shares"). The grant , subject to (i) the terms of Articles IV and V of the Restricted Stock Stockholders' Agreement, dated as of January 28, 1999 and (ii) the provisions of Section 7(b) hereof. (b) 11, 714 of the Common Grant Shares and 317 of the Preferred Grant Shares shall be subject to forfeiture in accordance with the following terms sentence. Commencing on the first anniversary hereof and conditions: (i) If at any time before May 18on each subsequent anniversary hereof during the Term, 2006, the Officer's employment with the Company shall cease or terminate for any reason, including but not limited to, termination by reason of death or disability, termination so long as Executive remains employed by the Company with or without cause on such anniversary, the forfeiture restrictions on 2,929 Common Grant Shares and whether or not 80 Preferred Grant Shares shall lapse; provided, however, that in breach the -------- ------- event of the Agreement, or termination by the Officer for any reason, voluntarily or otherwise, then the Officer shall forfeit all a Change of such Restricted Stock to Control (as defined herein) of the Company, and the Officer shall have no claim or right, either express or implied, against the Company for forfeiture restrictions on any compensation, payment or benefit in lieu of the Restricted Stock so forfeited or otherwise. In addition, unless and until the Officer's rights Grant Shares which are then in the foregoing Restricted Stock become nonforfeitable by virtue of the satisfaction of the foregoing condition, the Officer existence shall have no right to, and the Officer hereby agrees that he shall not, sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer such Restricted Stock or alienate his then-current or expected future rights to such Restricted Stock, and the certificates representing all of such Restricted Stock shall prominently bear appropriate legends reflecting these restrictions and the Company's stock register shall likewise reflect these restrictionsautomatically lapse. (iic) Upon issuance Executive shall possess all incidents of ownership of the Restricted StockGrant Shares issued hereunder, except for including the restrictions set forth in this Paragraph 2.5, the Officer shall have all rights of a shareholder of the Company right to receive dividends with respect to such Restricted Stock including Grant Shares and the right to vote such Restricted Stock and to receive all dividends Grant Shares; provided, -------- however, common stock distributed in connection with a stock split or stock ------- dividend, and other distributions paid property distributed as a dividend, shall be subject to restrictions and risk of forfeiture to the same extent as the Grant Shares with respect to which such Restricted Stock; provided, however, dividends, if any, paid capital stock or distributed on the Restricted Stock shall not be paid by the Company to the Officer unless and until such time as the Restricted Stock becomes nonforfeitableother property has been distributed. (iiid) In the event that the employment of a Change in Control (as herein definedthe Executive pursuant to this Agreement is terminated pursuant to Section 14(b), (c), (e) or (f) hereof, for one hundred and twenty days following the applicable Date of Termination, Executive or his heirs may require the Company may waive in whole or in part to repurchase any Grant Shares which are no longer subject to forfeiture for $10 per Common Grant Share and all remaining restrictions on the Restricted Stock. For purposes hereof, a Change of Control shall mean, and shall be deemed to have occurred: (A) if any person, other than any benefit plan of the Company or the Officer and Steven B. Rash, as holders of the Series B $1000 per Preferred Stock, directly ▇▇ ▇▇▇▇▇▇▇▇▇▇, becomes the beneficial owner (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities representing 51% or more of the combined voting power of the Company's then-outstanding securities, but excluding any such acquisition pursuant to a merger, consolidation or similar business combination involving the Company; or (B) upon the consummation of a merger, consolidation, or similar business combination involving the Company, other than any such transaction which results in at least 75% of the total voting power represented by the voting securities of the surviving entity (or the parent entity thereof) outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of the outstanding voting securities of the Company immediately prior to the transaction with the voting power of each such continuing holder relative to other such continuing holders not being substantially altered in the transaction; or (C) upon the Board of Directors or the shareholders of the Company approving a plan of complete or substantially complete liquidation of the Company; or (D) upon the consummation of the sale, lease, or disposition by the Company of 50% or more of the total assets of the Company in one or a series of related transactions (provided that a license, sublicense or similar transaction involving the Company's intellectual property rights shall not be considered as a Change of Control); or (E) upon the individuals who constitute the Board as of the Effective Date (the "INCUMBENT BOARD") ceasing for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent BoardGrant Share. (ve) The Common Shares shall have demand registration rights In the event that the employment of the Executive pursuant to this Agreement is terminated pursuant to Section 14(d) or piggyback registration rights (neither 14(g) hereof, for one hundred and twenty days following the applicable Date of whichTermination, however, shall be effective unless and until, after May 18, 2006, the Officer's rights to such shares have ceased to be subject to the risks of forfeiture as provided herein). (b) The Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless Executive may require the Company from, any to repurchase up to 17,572 Common Grant Shares and all taxes (including all penalties 475 Preferred Grant Shares for $10 per Common Grant Share and interest, if any, thereon), resulting from the grant and/or transfer of the above-referenced Restricted Stock for which ultimate responsibility is assigned to or asserted against the Officer under applicable law. For purposes of this provision, all withholding obligations of the Company in respect of the aforementioned taxes (including any and all taxes, penalties and interest imposed on or asserted against the Company for failure to properly withhold and remit any such amounts in a timely manner) shall be considered the responsibility of the Officer and, accordingly, the Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all of such obligations$1000 per Preferred Grant Share.

Stock Grant. (a) To induce the Officer to accept the position of Chief Scientific Officer, and subject to the terms of this Paragraph 2.5, the Officer is hereby granted by the Company, effective upon the Effective Date of this Agreement, Thirteen Million Two Hundred Fifty Thousand (13,250,000) shares of the Company's ’s common stock (the "COMMON SHARES"“Common Shares”) and One Million Five Hundred Thousand (1,500,000) shares of Series B preferred stock to be designated by the Company (the "SERIES “Series B SHARES"Shares”; and collectively with the Common Shares, the "RESTRICTED STOCK"“Restricted Stock”). The grant of the Restricted Stock shall be subject to the following terms and conditions: (i) If at any time before May 18, 2006, the Officer's ’s employment with the Company shall cease or terminate for any reason, including but not limited to, termination by reason of [death or or] disability, termination by the Company with or without cause and whether or not in breach of the Agreement, or termination by the Officer for any reason, voluntarily or otherwise, then the Officer shall forfeit all of such Restricted Stock to the Company, and the Officer shall have no claim or right, either express or implied, against the Company for any compensation, payment or benefit in lieu of the Restricted Stock so forfeited or otherwise. In addition, unless and until the Officer's ’s rights in the foregoing Restricted Stock become nonforfeitable by virtue of the satisfaction of the foregoing condition, the Officer shall have no right to, and the Officer hereby agrees that he shall not, sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer such Restricted Stock or alienate his then-current or expected future rights to such Restricted Stock, and the certificates representing all of such Restricted Stock shall prominently bear appropriate legends reflecting these restrictions and the Company's ’s stock register shall likewise reflect these restrictions. (ii) Upon issuance of the Restricted Stock, except for the restrictions set forth in this Paragraph 2.5, the Officer shall have all rights of a shareholder of the Company with respect to such Restricted Stock including the right to vote such Restricted Stock and to receive all dividends and other distributions paid with respect to such Restricted Stock; provided, however, dividends, if any, paid or distributed on the Restricted Stock shall not be paid by the Company to the Officer unless and until such time as the Restricted Stock becomes nonforfeitable. (iii) In the event of a Change in Control (as herein defined), the Company may waive in whole or in part any and all remaining restrictions on the Restricted Stock. For purposes hereof, a Change of Control shall mean, and shall be deemed to have occurred: (A) if any person, other than any benefit plan of the Company or the Officer and Steven B. Rash▇▇▇▇▇▇ ▇. ▇▇▇▇, as holders of the Series B Preferred Stock, directly ▇▇ ▇▇▇▇▇▇▇▇▇▇or indirectly, becomes the beneficial owner (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities representing 51% or more of the combined voting power of the Company's ’s then-outstanding securities, but excluding any such acquisition pursuant to a merger, consolidation or similar business combination involving the Company; or (B) upon the consummation of a merger, consolidation, or similar business combination involving the Company, other than any such transaction which results in at least 75% of the total voting power represented by the voting securities of the surviving entity (or the parent entity thereof) outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of the outstanding voting securities of the Company immediately prior to the transaction with the voting power of each such continuing holder relative to other such continuing holders not being substantially altered in the transaction; or (C) upon the Board of Directors or the shareholders of the Company approving a plan of complete or substantially complete liquidation of the Company; or (D) upon the consummation of the sale, lease, or disposition by the Company of 50% or more of the total assets of the Company in one or a series of related transactions (provided that a license, sublicense or similar transaction involving the Company's ’s intellectual property rights shall not be considered as a Change of Control); or (E) upon the individuals who constitute the Board as of the Effective Date (the "INCUMBENT BOARD"“Incumbent Board”) ceasing for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's ’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. (v) The Common Shares shall have demand registration rights or piggyback registration rights (neither of which, however, shall be effective unless and until, after May 18, 2006, the Officer's ’s rights to such shares have ceased to be subject to the risks of forfeiture as provided herein). (b) The Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all taxes (including all penalties and interest, if any, thereon), resulting from the grant and/or transfer of the above-referenced Restricted Stock for which ultimate responsibility is assigned to or asserted against the Officer under applicable law. For purposes of this provision, all withholding obligations of the Company in respect of the aforementioned taxes (including any and all taxes, penalties and interest imposed on or asserted against the Company for failure to properly withhold and remit any such amounts in a timely manner) shall be considered the responsibility of the Officer and, accordingly, the Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all of such obligations.

Stock Grant. (a) To induce the Officer to accept the position of Chief Scientific Executive Officer, and subject to the terms of this Paragraph 2.5, the Officer is hereby granted by the Company, effective upon the Effective Date of this Agreement, Thirteen Million Two Hundred Fifty Thousand (13,250,000) shares of the Company's ’s common stock (the "COMMON SHARES"“Common Shares”) and One Million Five Hundred Thousand (1,500,000) shares of Series B preferred stock to be designated by the Company (the "SERIES “Series B SHARES"Shares”; and collectively with the Common Shares, the "RESTRICTED STOCK"“Restricted Stock”). The grant of the Restricted Stock shall be subject to the following terms and conditions: (i) If at any time before May 18, 2006, the Officer's ’s employment with the Company shall cease or terminate for any reason, including but not limited to, termination by reason of [death or or] disability, termination by the Company with or without cause and whether or not in breach of the Agreement, or termination by the Officer for any reason, voluntarily or otherwise, then the Officer shall forfeit all of such Restricted Stock to the Company, and the Officer shall have no claim or right, either express or implied, against the Company for any compensation, payment or benefit in lieu of the Restricted Stock so forfeited or otherwise. In addition, unless and until the Officer's ’s rights in the foregoing Restricted Stock become nonforfeitable by virtue of the satisfaction of the foregoing condition, the Officer shall have no right to, and the Officer hereby agrees that he shall not, sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer such Restricted Stock or alienate his then-current or expected future rights to such Restricted Stock, and the certificates representing all of such Restricted Stock shall prominently bear appropriate legends reflecting these restrictions and the Company's ’s stock register shall likewise reflect these restrictions. (ii) Upon issuance of the Restricted Stock, except for the restrictions set forth in this Paragraph 2.5, the Officer shall have all rights of a shareholder of the Company with respect to such Restricted Stock including the right to vote such Restricted Stock and to receive all dividends and other distributions paid with respect to such Restricted Stock; provided, however, dividends, if any, paid or distributed on the Restricted Stock shall not be paid by the Company to the Officer unless and until such time as the Restricted Stock becomes nonforfeitable. (iii) In the event of a Change in Control (as herein defined), the Company may waive in whole or in part any and all remaining restrictions on the Restricted Stock. For purposes hereof, a Change of Control shall mean, and shall be deemed to have occurred: (A) if any person, other than any benefit plan of the Company or the Officer and Steven B. Rash▇▇▇ ▇▇▇▇▇▇▇▇▇, as holders of the Series B Preferred Stock, directly ▇▇ ▇▇▇▇▇▇▇▇▇▇or indirectly, becomes the beneficial owner (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities representing 51% or more of the combined voting power of the Company's ’s then-outstanding securities, but excluding any such acquisition pursuant to a merger, consolidation or similar business combination involving the Company; or (B) upon the consummation of a merger, consolidation, or similar business combination involving the Company, other than any such transaction which results in at least 75% of the total voting power represented by the voting securities of the surviving entity (or the parent entity thereof) outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of the outstanding voting securities of the Company immediately prior to the transaction with the voting power of each such continuing holder relative to other such continuing holders not being substantially altered in the transaction; or (C) upon the Board of Directors or the shareholders of the Company approving a plan of complete or substantially complete liquidation of the Company; or (D) upon the consummation of the sale, lease, or disposition by the Company of 50% or more of the total assets of the Company in one or a series of related transactions (provided that a license, sublicense or similar transaction involving the Company's ’s intellectual property rights shall not be considered as a Change of Control); or (E) upon the individuals who constitute the Board as of the Effective Date (the "INCUMBENT BOARD"“Incumbent Board”) ceasing for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's ’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. (v) The Common Shares shall have demand registration rights or piggyback registration rights (neither of which, however, shall be effective unless and until, after May 18, 2006, the Officer's ’s rights to such shares have ceased to be subject to the risks of forfeiture as provided herein). (b) The Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all taxes (including all penalties and interest, if any, thereon), resulting from the grant and/or transfer of the above-referenced Restricted Stock for which ultimate responsibility is assigned to or asserted against the Officer under applicable law. For purposes of this provision, all withholding obligations of the Company in respect of the aforementioned taxes (including any and all taxes, penalties and interest imposed on or asserted against the Company for failure to properly withhold and remit any such amounts in a timely manner) shall be considered the responsibility of the Officer and, accordingly, the Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all of such obligations.

Stock Grant. (a) To induce the Officer For services to accept the position of Chief Scientific Officer, and subject be rendered to the terms of this Paragraph 2.5, Company during the Officer is hereby granted by the Company, effective upon the Effective Date first 12 months of this Agreement, Thirteen Million Two Hundred Fifty Thousand (13,250,000) the Consultant shall receive a stock grant of 11,946,375 shares of the Company's ’s common stock (the "COMMON SHARES") and One Million Five Hundred Thousand (1,500,000) shares of Series B preferred stock “Shares”), at a cost basis per share to be designated determined by the Company (the "SERIES B SHARES"; and collectively with the Common Shares, the "RESTRICTED STOCK"). The grant Company’s Board of the Restricted Stock shall Directors to be subject transferred to the following terms and conditions: (i) If at any time before May 18, 2006, the Officer's employment with the Company shall cease or terminate for any reason, including but not limited to, termination by reason of death or disability, termination by the Company with or without cause and whether or not in breach of the Agreement, or termination by the Officer for any reason, voluntarily or otherwise, then the Officer shall forfeit all of such Restricted Stock to the Company, and the Officer shall have no claim or right, either express or implied, against the Company for any compensation, payment or benefit in lieu of the Restricted Stock so forfeited or otherwise. In addition, unless and until the Officer's rights in the foregoing Restricted Stock become nonforfeitable by virtue of the satisfaction of the foregoing condition, the Officer shall have no right to, and the Officer hereby agrees that he shall not, sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer such Restricted Stock or alienate his then-current or expected future rights to such Restricted Stock, and the certificates representing all of such Restricted Stock shall prominently bear appropriate legends reflecting these restrictions and the Company's stock register shall likewise reflect these restrictions. (ii) Upon issuance of the Restricted Stock, except for the restrictions BGI as set forth in this Paragraph 2.5, the Officer shall have all rights of a shareholder below. These shares are being transferred by affiliates of the Company with respect to such Restricted Stock including the right to vote such Restricted Stock and to receive all dividends and other distributions paid with respect to such Restricted Stock; provided, however, dividends, if any, paid or distributed on the Restricted Stock shall are not be paid by the Company to the Officer unless and until such time as the Restricted Stock becomes nonforfeitable. (iii) In the event a new issuance of a Change in Control (as herein defined), the Company may waive in whole or in part any and all remaining restrictions on the Restricted Stock. For purposes hereof, a Change of Control shall mean, and shall be deemed to have occurred: (A) if any person, other than any benefit plan of the Company or the Officer and Steven B. Rash, as holders of the Series B Preferred Stock, directly ▇▇ ▇▇▇▇▇▇▇▇▇▇, becomes the beneficial owner (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities representing 51% or more of the combined voting power of the Company's then-outstanding securities, but excluding any such acquisition pursuant to a merger, consolidation or similar business combination involving the Company; or (B) upon the consummation of a merger, consolidation, or similar business combination involving the Company, other than any such transaction which results in at least 75% of the total voting power represented by the voting securities of the surviving entity (or the parent entity thereof) outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of the outstanding voting securities of the Company immediately prior to the transaction with the voting power of each such continuing holder relative to other such continuing holders not being substantially altered in the transaction; or (C) upon the Board of Directors or the shareholders of the Company approving a plan of complete or substantially complete liquidation of the Company; or (D) upon the consummation of the sale, lease, or disposition by the Company of 50% or more of the total assets of the Company in one or a series of related transactions (provided that a license, sublicense or similar transaction involving the Company's intellectual property rights shall not be considered as a Change of Control); or (E) upon the individuals who constitute the Board as of the Effective Date (the "INCUMBENT BOARD") ceasing for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director after the Effective Date whose election, or nomination for election shares by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. (v) The Common Shares shall have demand registration rights or piggyback registration rights (neither of which, however, shall be effective unless and until, after May 18, 2006, the Officer's rights to such shares have ceased to be subject to the risks of forfeiture as provided herein). (b) The Officer agrees All Shares transferred to pay in a timely manner deemed suitable the Consultant will be fully-paid, non-assessable, and will have been lawfully issued by the Company. (c) The Shares shall be earned for services rendered for each calendar month during the first 12 months of the Agreement at the rate of 995,531 shares per month, except that the number of shares earned in the last month shall be 995,534. Shares shall be deemed earned by the Consultant at the end of each calendar month of service and said earned shares shall be released to indemnify and hold harmless the Consultant in accordance with the Lock Up And Leak Out Agreement between the Company fromand the Consultant of even date herewith (the “Lock Up Agreement”). Consultant and Company agree that the total quantity of Shares to be transferred pursuant hereto shall not exceed 11,946,375 shares of the Company’s common stock. Notwithstanding the foregoing, any and all taxes (including all penalties and interest, if any, thereon), resulting from dividends whether in cash or in-kind issued during the grant and/or transfer of the above-referenced Restricted Stock for which ultimate responsibility is assigned to or asserted against the Officer under applicable law. For purposes initial 12 months of this provision, all withholding obligations Agreement shall accrue for the benefit of BGI and shall be distributed to BGI pro rata upon the Shares being earned. (d) Consultant understands and acknowledges that Shares transferred will constitute restricted stock of the Company subject to the limitations on transfer and resale under U.S. securities law and regulation, and the Lock Up Agreement. (e) Consultant understands, acknowledges and hereby agrees that if this Agreement is terminated by either the Consultant or Company for any reason other than “Cause” (as defined in respect the Agreement), prior to the end of the aforementioned taxes (including any and all taxesTerm, penalties and interest imposed on or asserted against the quantity of Shares to be issued shall be adjusted pro rata to the time of such termination for which services were performed by the Consultant for the Company for failure to properly withhold and remit any such amounts in a timely manner) shall be considered (the responsibility of “Cancellation”); moreover, by the Officer and, accordinglyConsultant’s signature on this Agreement, the Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless Consultant hereby grants the Company from, any and all of such obligationsfull rights to said Cancellation without further notice or documentation to the Consultant.

Stock Grant. (a) To induce the Officer to accept the position of Chief Scientific Financial Officer, and subject to the terms of this Paragraph 2.5, the Officer is hereby granted by the Company, effective upon the Effective Date of this Agreement, Thirteen Twelve Million Two Hundred Fifty Thousand (13,250,00012,000,000) shares of the Company's ’s common stock (the "COMMON SHARES") and One Million Five Hundred Thousand (1,500,000) shares of Series B preferred stock to be designated by the Company (the "SERIES B SHARES"; and collectively with the Common “Restricted Shares, the "RESTRICTED STOCK"”). The grant of the Restricted Stock Shares shall be subject to the following terms and conditions: (i) The Restricted Shares time vest in 33.33% increments annually over a three-year total period from the anniversary of the date of issue of the Restricted Shares. (ii) If at any time before May 18, 2006, the Officer's ’s employment with the Company shall cease or terminate for any reason, including but not limited to, termination by reason of death or disability, termination by the Company with or without cause and whether or not in breach of the Agreement, or termination by the Officer for any reason, voluntarily or otherwisejust cause, then the Officer shall forfeit all of such unvested Restricted Stock to the Company, and the Officer shall have no claim or right, either express or implied, against the Company for any compensation, payment or benefit in lieu of the Restricted Stock so forfeited or otherwise. In addition, unless and until the Officer's ’s rights in the foregoing Restricted Stock become nonforfeitable non-forfeitable by virtue of the satisfaction of the foregoing condition, the Officer shall have no right to, and the Officer hereby agrees that he shall not, sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer such Restricted Stock or alienate his then-current or expected future rights to such Restricted Stock, and the certificates representing all of such Restricted Stock shall prominently bear appropriate legends reflecting these restrictions and the Company's ’s stock register shall likewise reflect these restrictions. Furthermore, until such time as the restricted stock becomes non-forfietable, the Company retains the right, at the discretion of the Board of Directors, to use any of such shares as deemed necessary, solely to pledge as collateral to raise funds for the benefit of the company. In the event that such shares become forfeit of a pledge, the company may at the discretion of the board of directors issue replacement shares to the employee under the restrictions of this agreement. During the course of the pledge, the voting rights of the pledged shares remain with the employee. (iiiii) Upon issuance of the Restricted Stock, except for the restrictions set forth in this Paragraph 2.5, the Officer shall have all rights of a shareholder of the Company with respect to such Restricted Stock including the right to vote such Restricted Stock and to receive all dividends and other distributions paid with respect to such Restricted Stock; provided, however, dividends, if any, paid or distributed on the Restricted Stock shall not be paid by the Company to the Officer unless and until such time as the Restricted Stock becomes nonforfeitable. (iiiiv) In the event of a Change in Control (as herein defined), the Company may will waive in whole or in part any and all remaining restrictions on the Restricted Stock. For purposes hereof, a Change of Control shall mean, and shall be deemed to have occurred: (A) if any person, other than any benefit plan of the Company or the Officer and Steven B. Rash, as holders of the Series B Preferred Stock, directly ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as holder of the Series B Preferred Stock, directly or indirectly, becomes the beneficial owner (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities representing 51% or more of the combined voting power of the Company's ’s then-outstanding securities, but excluding any such acquisition pursuant to a merger, consolidation or similar business combination involving the Company; or (B) upon the consummation of a merger, consolidation, or similar business combination involving the Company, other than any such transaction which results in at least 75% of the total voting power represented by the voting securities of the surviving entity (or the parent entity thereof) outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of the outstanding voting securities of the Company immediately prior to the transaction with the voting power of each such continuing holder relative to other such continuing holders not being substantially altered in the transaction; or (C) upon the Board of Directors or the shareholders of the Company approving a plan of complete or substantially complete liquidation of the Company; or (D) upon the consummation of the sale, lease, or disposition by the Company of 50% or more of the total assets of the Company in one or a series of related transactions (provided that a license, sublicense or similar transaction involving the Company's ’s intellectual property rights shall not be considered as a Change of Control); or (E) upon the individuals who constitute the Board as of the Effective Date (the "INCUMBENT BOARD"“Incumbent Board”) ceasing for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's ’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. (v) The Common Restricted Shares shall have demand registration rights or piggyback registration rights (neither of which, however, shall be effective unless and until, after May 18, 2006, until the Officer's ’s rights to such shares have ceased to be subject to the risks of forfeiture as provided herein). (bvi) The Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all taxes (including all penalties and interest, if any, thereon), resulting from the grant and/or transfer of the above-referenced Restricted Stock for which ultimate responsibility is assigned to or asserted against the Officer under applicable law. For purposes of this provision, all withholding obligations of the Company in respect of the aforementioned taxes (including any and all taxes, penalties and interest imposed on or asserted against the Company for failure to properly withhold and remit any such amounts in a timely manner) shall be considered the responsibility of the Officer and, accordingly, the Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all of such obligations. (b) To induce the Officer to accept the position of Chief Financial Officer, and subject to the terms of this Paragraph 2.5, the Officer is hereby granted by the Company, effective upon the Effective Date of this Agreement, a warrant to purchase an additional Ten Million (10,000,000) shares of Common Stock (the “Warrant”) at $0.02 per share three years after the date of this Warrant.

Stock Grant. (a) To induce the Officer to accept the position of Chief Scientific Executive Officer, and subject to the terms of this Paragraph 2.5, the Officer is hereby granted by the Company, effective upon the Effective Date of this Agreement, Thirteen Million Two Hundred Fifty Thousand (13,250,000) shares of the Company's common stock (the "COMMON SHARES") and One Million Five Hundred Thousand (1,500,000) shares of Series B preferred stock to be designated by the Company (the "SERIES B SHARES"; and collectively with the Common Shares, the "RESTRICTED STOCK"). The grant of the Restricted Stock shall be subject to the following terms and conditions: (i) If at any time before May 18, 2006, the Officer's employment with the Company shall cease or terminate for any reason, including but not limited to, termination by reason of death or disability, termination by the Company with or without cause and whether or not in breach of the Agreement, or termination by the Officer for any reason, voluntarily or otherwise, then the Officer shall forfeit all of such Restricted Stock to the Company, and the Officer shall have no claim or right, either express or implied, against the Company for any compensation, payment or benefit in lieu of the Restricted Stock so forfeited or otherwise. In addition, unless and until the Officer's rights in the foregoing Restricted Stock become nonforfeitable by virtue of the satisfaction of the foregoing condition, the Officer shall have no right to, and the Officer hereby agrees that he shall not, sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer such Restricted Stock or alienate his then-current or expected future rights to such Restricted Stock, and the certificates representing all of such Restricted Stock shall prominently bear appropriate legends reflecting these restrictions and the Company's stock register shall likewise reflect these restrictions. (ii) Upon issuance of the Restricted Stock, except for the restrictions set forth in this Paragraph 2.5, the Officer shall have all rights of a shareholder of the Company with respect to such Restricted Stock including the right to vote such Restricted Stock and to receive all dividends and other distributions paid with respect to such Restricted Stock; provided, however, dividends, if any, paid or distributed on the Restricted Stock shall not be paid by the Company to the Officer unless and until such time as the Restricted Stock becomes nonforfeitable. (iii) In the event of a Change in Control (as herein defined), the Company may waive in whole or in part any and all remaining restrictions on the Restricted Stock. For purposes hereof, a Change of Control shall mean, and shall be deemed to have occurred: (A) if any person, other than any benefit plan of the Company or the Officer and Steven B. RashIra Goldknopf, as holders of the Series B Preferred Stock, directly ▇o▇ ▇▇▇▇▇▇▇▇▇▇, becomes the beneficial owner (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities representing 51% or more of the combined voting power of the Company's then-outstanding securities, but excluding any such acquisition pursuant to a merger, consolidation or similar business combination involving the Company; or (B) upon the consummation of a merger, consolidation, or similar business combination involving the Company, other than any such transaction which results in at least 75% of the total voting power represented by the voting securities of the surviving entity (or the parent entity thereof) outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of the outstanding voting securities of the Company immediately prior to the transaction with the voting power of each such continuing holder relative to other such continuing holders not being substantially altered in the transaction; or (C) upon the Board of Directors or the shareholders of the Company approving a plan of complete or substantially complete liquidation of the Company; or (D) upon the consummation of the sale, lease, or disposition by the Company of 50% or more of the total assets of the Company in one or a series of related transactions (provided that a license, sublicense or similar transaction involving the Company's intellectual property rights shall not be considered as a Change of Control); or (E) upon the individuals who constitute the Board as of the Effective Date (the "INCUMBENT BOARD") ceasing for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than any individual whose initial assumption of office occurs as a result of either (a) an actual or threatened election contest or (b) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. (v) The Common Shares shall have demand registration rights or piggyback registration rights (neither of which, however, shall be effective unless and until, after May 18, 2006, the Officer's rights to such shares have ceased to be subject to the risks of forfeiture as provided herein). (b) The Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all taxes (including all penalties and interest, if any, thereon), resulting from the grant and/or transfer of the above-referenced Restricted Stock for which ultimate responsibility is assigned to or asserted against the Officer under applicable law. For purposes of this provision, all withholding obligations of the Company in respect of the aforementioned taxes (including any and all taxes, penalties and interest imposed on or asserted against the Company for failure to properly withhold and remit any such amounts in a timely manner) shall be considered the responsibility of the Officer and, accordingly, the Officer agrees to pay in a timely manner deemed suitable by the Company, and to indemnify and hold harmless the Company from, any and all of such obligations.