EXHIBIT 10.5 STOCK OPTION AGREEMENT FOR SHARES ISSUED UNDER THE BIOLABS, INC. AMENDED AND RESTATED STOCK OPTION PLANStock Option Agreement • April 27th, 2000 • Biolabs Inc • Services-medical laboratories • New York
Exhibit 99.1 PURCHASE AND SALE AGREEMENT This Agreement made and entered into this 5th day of December, 2000. BETWEEN:Purchase and Sale Agreement • December 20th, 2000 • Biolabs Inc • Services-medical laboratories • British Columbia
10.2 AMENDED AND RESTATED JOINT VENTURE AGREEMENT, DATED AS OF NOVEMBER 4. 1998, AND AS AMENDED THROUGH JULY 31, 1999. AMENDED AND RESTATED LIMITED LIABILITY C OMPANY OPERATING AGREEMENTOperating Agreement • October 14th, 1999 • Biolabs Inc • Services-medical laboratories • Michigan
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of October 15, 2004, is among Genesis Bioventures, --------- Inc., a New York corporation ("Parent"); GBI Acquisition Corp., a Delaware ------...Agreement and Plan of Merger • October 20th, 2004 • Genesis Bioventures Inc • Services-medical laboratories
RECITALSPurchase Agreement • July 30th, 2002 • Genesis Bioventures Inc • Services-medical laboratories
EXECUTION ORIGINAL PURCHASE AGREEMENT for the purchase of Units of BIOMEDICAL DIAGNOSTICS DIVISION, LLCPurchase Agreement • December 17th, 2001 • Biolabs Inc • Services-medical laboratories • Michigan
INVESTMENT AGREEMENT THIS AGREEMENT is dated as of September 8, 2000. AMONG: PRION DEVELOPMENTAL LABORATORIES, INC., a privately-held company duly incorporated under the laws of the State of Maryland, having an office at 1000 Asbury Drive, Suite 7,...Investment Agreement • September 25th, 2000 • Biolabs Inc • Services-medical laboratories • British Columbia
10.3 MANAGEMENT SERVICES AGREEMENT BIOLABS, INC. WITH TYNEHEAD CAPITAL CORP.** MINUTES OF A MEETING OF THE DIRECTORS OF BIOLABS, INC. (the "Company") HELD AT 14084 - 28TH AVENUE, SURREY, BRITISH COLUMBIA, ON THE IST DAY OF SEPTEMBER, 1998 PRESENT IN...Management Services Agreement • October 18th, 1999 • Biolabs Inc • Services-medical laboratories • British Columbia
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT HAS BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE WARRANT...Biolabs Inc • September 25th, 2000 • Services-medical laboratories • Illinois
AGREEMENTAgreement • June 2nd, 2004 • Genesis Bioventures Inc • Services-medical laboratories • New York
EXHIBIT 2.2Agreement and Plan of Merger • May 26th, 2004 • Genesis Bioventures Inc • Services-medical laboratories • New York
AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of March 12, 2004 --------- ("Agreement Date"), by and among GENESIS BIOVENTURES, INC., a New York --------------- corporation ("PARENT" or "GBI"), GBI ACQUISITION CORP.), a Delaware corporation...Agreement and Plan of Merger • April 22nd, 2004 • Genesis Bioventures Inc • Services-medical laboratories • New York
Confidential NON-DISCLOSURE AGREEMENT The Regents of The University of Michigan, a constitutional corporation of The State of Michigan (hereinafter referred to as "MICHIGAN") and Genesis Bioventures, Inc., with offices located at 1A 3033 King George...Non-Disclosure Agreement • September 10th, 2004 • Genesis Bioventures Inc • Services-medical laboratories
BioLabs, Inc.Biolabs Inc • December 22nd, 1999 • Services-medical laboratories
EXECUTION ORIGINAL MAMMASTATIN SUBLICENSE AGREEMENT This Mammastatin Sublicense Agreement (this "Agreement") is made as of November 30, 2001, by and between Biotherapies Incorporated, a Michigan corporation ("BIOTHERAPIES"), and Genesis BioVentures,...Execution Original • December 17th, 2001 • Biolabs Inc • Services-medical laboratories • Michigan
DEBENTURE AGREEMENTDebenture Agreement • November 19th, 2007 • Genesis Bioventures Inc • Services-medical laboratories • California
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
NON-EMPLOYEE INTERIM CHIEF EXECUTIVE OFFICER ENGAGEMENT AGREEMENTEngagement Agreement • December 20th, 2007 • Genesis Bioventures Inc • Services-medical laboratories • California
This Non-employee Interim CEO Agreement ("Agreement") is entered into as of the 3rd day of October, 2007 (the “Effective Date”) by and between Genesis Bioventures Inc., a New York corporation (the “Company”), and Experigen Management Company, LLC, a Nevada corporation (“Management Company”).
GENESIS BIOVENTURES, INC. ENGAGEMENT AGREEMENTEngagement Agreement • August 20th, 2007 • Genesis Bioventures Inc • Services-medical laboratories • California
This letter agreement (the “Agreement”) confirms our understanding that eFund Capital Management, LLC (“EFUND”) has been engaged as a financial consultant to GBIW with respect to a restructuring and financing more fully described below, and in connection therewith reviewing the Company’s business growth needs, its capital structure, its principal business organization and other matters pertinent to the restructuring of GBIW.
EXCLUSIVE DISTRIBUTION AND LICENSE AGREEMENTExclusive Distribution and License Agreement • April 18th, 2006 • Genesis Bioventures Inc • Services-medical laboratories • Nevada
THIS AGREEMENT, made and entered into this 25th day of January, 2006, by and between Prion Developmental Laboratories, Inc., a Delaware corporation (hereinafter referred to as “PDL”), and Genesis Bioventures, Inc., a New York corporation (hereinafter referred to as "GBI").
DISTRIBUTOR LICENSE AGREEMENTDistributor License Agreement • April 18th, 2006 • Genesis Bioventures Inc • Services-medical laboratories • British Columbia
PRION DEVELOPMENTAL LABORATORIES, INC., a privately-held company duly incorporated under the laws of the State of Delaware, having an office at 900 Asbury Drive, Suite 7, Buffalo Grove, Illinois 60089 (Fax No.: 847-634-0476) (the "Company")
ARTICLE I DEFINITIONSO Technology License Agreement • December 17th, 2001 • Biolabs Inc • Services-medical laboratories • Michigan
AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of December 31, 2004, is among Genesis Bioventures, Inc., a New York...Agreement and Plan of Merger • January 6th, 2005 • Genesis Bioventures Inc • Services-medical laboratories
PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENTPlacement Agent and Advisory • July 29th, 2008 • Abviva Inc • Services-medical laboratories • California
This Placement Agent and Advisory Services Agreement (this "Agreement") is made as of July 15, 2008 (the “Effective Date”), by and between Abviva, Inc., a Nevada corporation (together with its subsidiaries, the "Company"), and Doherty & Company, LLC, a Delaware limited liability company ("D&C"). D&C and the Company agree as follows:
NON-EMPLOYEE INTERIM CHIEF EXECUTIVE OFFICER ENGAGEMENT AGREEMENTEmployment Agreement • April 13th, 2006 • Genesis Bioventures Inc • Services-medical laboratories • Nevada
This Non-employee Interim CEO Agreement ("Agreement") is entered into as of the 3rd day of April, 2006 (the “Effective Date”) by and between Genesis Bioventures Inc., a New York corporation (the “Company”), and Experigen Management Company, LLC, a Nevada corporation (“Management Company”).
ABVIVA, INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION # ______________Subscription Agreement • May 20th, 2008 • Abviva Inc • Services-medical laboratories • California
The undersigned (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription (the “Subscription”) to Abviva, Inc., a Nevada corporation (the “Company”), in connection with a private placement by the Company of a Convertible Promissory Notes with a face value of $300,000 (the “Note”) and shares of the Company’s common stock (the “Common Stock”) at two and one-half shares for each dollar loaned (together with the Note, the “Securities”).
Mr. Ira Bodenstein, Esq. Receiver for the Estate of Efoora, Inc. Shaw Gussis Fishman Glantz Wolfson and Towbin LLC Suite 800 Chicago, IL 60610 RE: OFFER LEITER OF INTENT TO ACQUIRE THE STOCK OF PRION DEVELOPMENTAL LABORATORIES, INC. By this Letter of...Genesis Bioventures Inc • December 20th, 2007 • Services-medical laboratories
GENESIS BIOVENTURES, INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION # ______________Subscription Agreement • February 8th, 2007 • Genesis Bioventures Inc • Services-medical laboratories • New York
The undersigned (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription (the “Subscription”) to Genesis Bioventures, Inc., a New York corporation (the “Company”), in connection with a private placement by the Company of $500,000 of Convertible Promissory Notes and shares of the Company’s restricted common stock at two and one-half shares for each dollar loaned (the “Securities”).
Exhibit 10.19 Service Agreement Letter of Understanding This letter of understanding, agreed to on June 13, 2001 by both parties, is intended to outline the operational and financial arrangement between ARUP Laboratories ("ARUP") of Salt Lake City,...Service Agreement • September 10th, 2004 • Genesis Bioventures Inc • Services-medical laboratories
This letter of understanding, agreed to on June 13, 2001 by both parties, is intended to outline the operational and financial arrangement between ARUP Laboratories ("ARUP") of Salt Lake City, Utah and Biomedical Diagnostics, LLC ("BMD") of Ann Arbor, Michigan in regards to sale of the Mammastatin Serum Assay ("MSA"). This letter outlines terms for the sale of products and services that BMD will provide to ARUP.
