Nutra Pharma Corp Sample Contracts

R E C I T A L S
Letter Agreement • June 6th, 2005 • Nutra Pharma Corp • Medicinal chemicals & botanical products • California
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INTRODUCTION
Securities Purchase Agreement • August 23rd, 2005 • Nutra Pharma Corp • Medicinal chemicals & botanical products • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2010 • Nutra Pharma Corp • Medicinal chemicals & botanical products • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 8, 2010, by and between NUTRA PHARMA CORP., a California corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

PURCHASE AGREEMENT
Purchase Agreement • November 12th, 2010 • Nutra Pharma Corp • Medicinal chemicals & botanical products • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2010, by and between NUTRA PHARMA CORP., a California corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

XENACARE
Letter of Intent • December 21st, 2004 • Nutra Pharma Corp • Medicinal chemicals & botanical products
AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 14th, 2008 • Nutra Pharma Corp • Medicinal chemicals & botanical products • Florida

This Agreement and Plan of Merger, dated as of this 9th day of April, 2008 (the “Agreement”), by and among Nutra Pharma Corp., a California corporation (“Nutra Pharma”), NP Acquisition Corporation, a Nevada corporation wholly owned by Nutra Pharma (“Acquisition”), Receptopharm, Inc., a Nevada corporation (“Receptopharm”) and the stockholders of Receptopharm listed on the signature pages hereto (collectively, the “Executing Stockholders,” and together with Nutra Pharma and Receptopharm shall be referred to collectively as, the “Parties”). Terms used herein and not otherwise defined shall have the meaning set forth in Article IX hereof.

Xinhua Financial Network Ltd. 2003-5 Vicwood Plaza 199 Des Voeux Road Central Hong Kong
Consulting Agreement • November 10th, 2005 • Nutra Pharma Corp • Medicinal chemicals & botanical products • New York

Reference is made to the Agreement, dated September 30, 2005, between Xinhua Financial Network Ltd. (“XFN”) and Nutra Pharma Corp. (the “Company”).

Termination Agreement
Termination Agreement • April 7th, 2006 • Nutra Pharma Corp • Medicinal chemicals & botanical products • Florida

This Agreement is made by and between Nutra Pharma Corp., a California Corporation (“the Company”), with an address of 3473 High Ridge Road, Boynton Beach, FL 33426 (“the Company”), and Doherty & Company, LLC, a Delaware limited liability company (“Doherty & Company”) and Michael Doherty, an individual (“Doherty”). Doherty & Company, LLC and Doherty are referred to herein individually or collectively as “the Doherty Entities.”

ACQUISITION AGREEMENT
Acquisition Agreement • January 7th, 2005 • Nutra Pharma Corp • Medicinal chemicals & botanical products • Florida

THIS AGREEMENT (hereinafter “the agreement”), made and entered into as of the 28th day of February, 2004 and modified on the 31st day of December, 2004, by and between Nutra Pharma Corp., a California corporation (hereinafter “Nutra Pharma”), and Receptopharm, Inc., a Nevada corporation (hereinafter “Receptopharm”), by and for the benefit of its shareholders, who, in consideration of the mutual promises and covenants contained herein, agree as follows:

PATENT ASSIGNMENT AGREEMENT between NANOLOGIX, INC. and NUTRA PHARMA CORP. Dated ____________, 2006
Patent Assignment Agreement • April 17th, 2007 • Nutra Pharma Corp • Medicinal chemicals & botanical products • Pennsylvania

This Patent Assignment Agreement (“Agreement”) is dated ____________, 2006 (“Commencement Date”), by and between NanoLogix, Inc., a Delaware corporation having a place of business at 87 Stambaugh Avenue, Suite 2, Sharon, Pennsylvania 16146 (“Assignor”) and Nutra Pharma Corp., a California corporation having a place of business at 3473 High Ridge Road, Boynton Beach, Florida 33426 (“Assignee”) (each, a “Party” and together, the “Parties”).

LICENSE AGREEMENT
License Agreement • April 20th, 2004 • Nutra Pharma Corp • Medicinal chemicals & botanical products • Florida

This agreement is made and entered into on the 3rd day of October, 2003, by and between Biotherapeutics, Inc., a Florida corporation having a principal place of business at 1850 NW 69th Avenue, Suite One, Plantation, FL, hereinafter referred to as LICENSOR and Nutra Pharma Corp., a California corporation having a principal place of business at 485 Martin Lane, Beverly Hills, CA, hereinafter referred to as LICENSEE.

AMENDMENT TO LICENSE AGREEMENT
License Agreement • April 20th, 2004 • Nutra Pharma Corp • Medicinal chemicals & botanical products

This amendment is made and entered into on the 11th day of November, 2003, by and between Biotherapeutics, Inc., a Florida corporation having a principal place of business at 1350 NW 69th Avenue, Suite One, Plantation, FL, hereinafter referred to as LICENSOR and Nutra Pharma Corp., a California corporation having a principal place of business at 485 Martin Lane, Beverly Hills, CA, hereinafter referred to as LICENSEE.

INTERNATIONAL LICENSE AGREEMENT
International License Agreement • April 17th, 2007 • Nutra Pharma Corp • Medicinal chemicals & botanical products • Pennsylvania

THIS INTERNATIONAL LICENSE AGREEMENT (“Agreement”) is made as of this day of ______, 2006, ("Effective Date") by and between NanoLogix, Inc., a Delaware corporation having a place of business at 87 Stambaugh Avenue, Suite 2, Sharon, Pennsylvania 16146 (“Licensor”), and Nutra Pharma Corp., a California corporation having a place of business at 3473 High Ridge Road, Boynton Beach, Florida 33426 (“Licensee”) (each, a “Party” and together, the “Parties”).

June 1, 2005
Indemnification Agreement • June 6th, 2005 • Nutra Pharma Corp • Medicinal chemicals & botanical products • California

In connection with our engagement to advise and assist you with the matters set forth in the engagement letter of even date herewith, you and we are entering into this letter agreement. It is understood and agreed that in the event that Doherty & Company LLC ("Doherty") or any of our members, employees, agents, affiliates or controlling persons, if any (each of the foregoing, including Doherty, being an "Indemnified Person") become involved in any capacity in any action, claim, proceeding or investigation brought or threatened by or against any person, including your stockholders, related to, arising out of or in connection with our engagement, you will promptly reimburse each such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) as and when they are incurred in connection therewith. You will indemnify and hold harmless each Indemnified Person from and against any losses, claims, damages, liabilities or expense to which any I

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