Exhibit 10.5 ESCROW AGREEMENT ESCROW AGREEMENT ("Escrow Agreement") dated as of June 6, 2002, by and between BIOPHAN TECHNOLGIES, INC., (the "Company"), BONANZA CAPITAL MASTERFUND LTD., (the "Purchaser") and BOYLAN, BROWN, CODE, VIGDOR & WILSON LLP...Escrow Agreement • July 15th, 2002 • Biophan Technologies Inc • Blank checks • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • October 13th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
CONFIDENTIALLicense Agreement • March 31st, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into with the intent that it be effective as of 06 June, 2002, by and between Biophan Technologies, Inc. ("BTI"), a Nevada corporation having its principal place of business at 150...Executive Employment Agreement • July 15th, 2002 • Biophan Technologies Inc • Blank checks • New York
Exhibit 4.6 FORM OF WARRANT NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT...Warrant Agreement • January 9th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus
Exhibit 10.52 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 5th day of February, 2004, by and between Biophan Technologies, Inc. (the "Company"), a corporation organized under the laws of the State of Nevada, with its...Stock Purchase Agreement • February 10th, 2004 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.19 LEASE AGREEMENT THIS LEASE AGREEMENT, made this 8th day of October, 2001, is by and between HIGH TECHNOLOGY OF ROCHESTER, INC. ("Landlord"), and Biophan Technologies, Inc.("Tenant"). Landlord hereby leases to Tenant, and Tenant hereby...Lease Agreement • March 14th, 2003 • Biophan Technologies Inc • Blank checks
Exhibit 10.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 6th day of June, 2002, by and between Biophan Technologies, Inc. (the "Company"), a corporation organized under the laws of the State of Nevada, with its principal...Stock Purchase Agreement • July 15th, 2002 • Biophan Technologies Inc • Blank checks • New York
TABLE OF CONTENTSInvestment Agreement • October 17th, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
CONFIDENTIAL BIOPHAN TECHNOLOGIES, INC. AMP-BIOPHAN LICENSE AGREEMENT This License Agreement is dated and effective February 24, 2005 ("Effective Date"), and is between aMRIs Patent GmbH ("Licensor"), a German company with an office at Erinstr. 28,...License Agreement • May 27th, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT B NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES...Warrant Agreement • May 27th, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into with the intent that it be effective as of November 9 2005, by and between Biophan Technologies, Inc. ("BTI"), a Nevada corporation having its principal place of business at...Executive Employment Agreement • January 26th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of January 1, 2006 (the "Effective Date") is entered into by Biophan Technologies, Inc., a Nevada corporation (the "Company"), and Jeffrey L. Helfer,...Executive Employment Agreement • January 26th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
WARRANT CSecurities Agreement • October 13th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered with the intent that it be effective as of the 1st day of December, 2000, by and between GreatBio Technologies, Inc., a Nevada corporation having its principal place of business at 150 Lucius...Employment Agreement • July 15th, 2002 • Biophan Technologies Inc • Blank checks • New York
Exhibit 99.4 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is between Steve Schiffman (the "Grantee") and the other party named on the signature page to this Agreement (the "Company"). Each of the...Non-Qualified Stock Option Agreement • August 18th, 2003 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.1 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 11, 2006 (the "Agreement") is by and among Biophan Technologies, Inc., a company duly organized and validly existing under the laws of Nevada (the "Company"), the Purchasers...Security Agreement • October 13th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • Nevada
SECURITY AGREEMENT This Security Agreement ("Security Agreement") is made as of this 1 day of December, 2000, by and between Idaho Technical, Inc., a Nevada Corporation ("Grantor") and Biophan, LLC, a New York Limited Liability Company ("Secured...Security Agreement • December 15th, 2000 • Idaho Technical Inc • Blank checks • New York
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the _______ day of May, 2005 by and between Biophan Technologies, Inc. (the "Company"), a corporation organized under the laws of the State of Nevada, with its principal offices at...Stock Purchase Agreement • June 22nd, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 4.1 LINE OF CREDIT AGREEMENT Date: January 24, 2006 THIS AGREEMENT is entered into between BIOPHAN TECHNOLOGIES, INC., a Nevada corporation having an office address at 150 Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586 (the...Line of Credit Agreement • January 25th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Biomed Solutions, LLC August 19, 2002 Mr. Guenter Jaensch Chairman Biophan Technologies, Inc. 150 Lucius Gordon Drive, Suite 215 West Henrietta, NY 14587 RE: CREDIT FACILITY Dear Guenter: This letter agreement is intended to formalize our proposal to...Credit Facility Agreement • April 9th, 2004 • Biophan Technologies Inc • Surgical & medical instruments & apparatus
AGREEMENTShareholder Agreement • May 27th, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 4.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Promissory Note • January 25th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.21 Contract Between Biophan Technologies, Inc. (BTI), Xingwu Wang and Nanoset, LLC Concerning Nanomagnetic Materials Patent Applications The patent applications(s) will be assigned to Nanoset, LLC, with the following understandings.. a)...Biophan Technologies Inc • March 14th, 2003 • Blank checks
FRIEBE EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), dated as of February 24, 2005 (the "Effective Date"), is made and entered into between aMRIs GmbH ("Employer"), a company organized under the laws of Germany, Dr. Michael Friebe...Employment Agreement • May 27th, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus
BIOPHAN TECHNOLOGIES, INC., AND MYOTECH, LLCSecurities Purchase Agreement • January 17th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 99.1 PAYMENT AGREEMENT This Payment Agreement (the "Agreement"), is made June 3, 2004 (the "Effective Date") by and between Biophan Technologies, Inc. ("Biophan"), a Nevada corporation, and TE Bio LLC (the "Company"), a New York limited...Payment Agreement • June 8th, 2004 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of the 10th day of February, 2004, by and between Biophan Technologies, Inc., a corporation organized under the laws of the State of Nevada, with its principal offices at 150...Registration Rights Agreement • February 10th, 2004 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Agreement and Warrant to Purchase ____________ Common Shares of BIOPHAN TECHNOLOGIES, INC.Warrant Agreement • January 9th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT A NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Note • May 27th, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 99.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated Aug 13, 2003, is made by and between Eric N. Marton, an individual ("Consultant"), and Biophan Technologies, Inc., a Nevada corporation ("Client")...Consulting Services Agreement • August 18th, 2003 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
TERMINATION OF STOCK PURCHASE AGREEMENT AND RELEASETermination of Stock Purchase Agreement • June 22nd, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 3.4 EXCHANGE AGREEMENT AMENDMENT NO. 1 This Amendment no. 1 to Exchange Agreement is made as of this 7 day of June, 2001, by and between GreatBio Technologies, Inc. (f/k/a Idaho Technical, Inc. referred to herein as ITI), a Nevada Corporation...Exchange Agreement • May 1st, 2003 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 4.1 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES...Stock Purchase Warrant • July 15th, 2002 • Biophan Technologies Inc • Blank checks
RECITALSSubordination and Standstill Agreement • October 13th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
