DEVELOPMENT AGREEMENT BETWEEN BiopolyMed, Inc. And Phage Biotechnology, Inc.Development Agreement • November 10th, 2005 • Phage Biotechnology CORP • California
This Development Agreement (Agreement) is dated the 7th day of May, 2004, by and between BiopolyMed, Inc., 711 Korea Techno Complex, 126-16,5-ga, Ananm-dong, Sungbuk-gu, Seoul, Korea 136-701, (“BPM”), and Phage Biotechnology, Inc., 14272 Franklin Avenue, Suite 110, Tustin, California 92780, (Phage) (together “The Parties”).
JOINT PATENT OWNERSHIP AND LICENSE AGREEMENTJoint Patent Ownership and License Agreement • November 10th, 2005 • Phage Biotechnology CORP • California
This written Agreement (the “Agreement”) memorializes the oral agreement entered into and made effective the 16th day of August 2004 (the “Effective Date”) between CardioVascular BioTherapeutics, Inc. (“CARDIO”), whose principal place of business is at 1700 West Horizon Parkway, Suite 100, Henderson, Nevada 89102, and Phage Biotechnology, Inc. (“PHAGE”), whose principal place of business is at 1700 West Horizon Parkway, Suite 100, Henderson, Nevada 89102.
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • November 10th, 2005 • Phage Biotechnology CORP • Nevada
CardioVascular BioTherapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal place of business at 1700 West Horizon Ridge Parkway, Suite 100, Henderson, NV 89102 , U.S.A. (“Cardio”) and Phage Biotechnology Corporation, a corporation organized and existing under the laws of the State of California, United States of America, with the principal place of business at 1700 West Horizon Ridge Parkway, Suite 100, Henderson, NV 89102 , U.S.A. (“Phage”) (sometimes collectively referred to as “Manufacturer”), and agrees with Cardio Phage International Inc., organized and existing under the laws of the Commonwealth of the Bahamas with its principal place of business at P.O. Box CB-12751 Nassau, New Providence, Bahamas (hereinafter called “Distributor”), as follows:
LEASE (Multi-Tenant; Net; “AS IS”) BETWEEN THE IRVINE COMPANY AND PHAGE BIOTECHNOLOGY CORPORATIONLease Agreement • November 10th, 2005 • Phage Biotechnology CORP • California
THIS LEASE is made as of the day of , 2004, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and PHAIGE BIOTECHNOLOGY CORPORATION, a Delaware corporation, hereinafter called “Tenant.”
PARTICIPATORY INTERESTS PURCHASE AGREEMENTParticipatory Interest Purchase Agreement • November 10th, 2005 • Phage Biotechnology CORP
This Participatory Interest Purchase Agreement (this “Agreement”) is made as of September 30, 2005 (the “Effective Date”) by and among Phage Biotech Ukraine, LLC (“PBU”), a Nevada limited liability company, and Cardio Phage International (“CPI”), a Bahamas corporation (collectively the “Sellers”), and BS Biology Sciences Limited, a Cyprus corporation (the “Buyer”).
SERVICES AGREEMENTServices Agreement • November 10th, 2005 • Phage Biotechnology CORP • California
This Agreement is entered into as of October 1, 2005 (the “Effective Date”) by and between B.S. Biology Sciences Limited, a Cyprus corporation (the “Service Provider”) and Phage Biotechnology Corporation, a Delaware corporation (the “Company”).
CONFIDENTIAL MATERIAL TRANSFER, AND LIMITED RESEARCH LICENSE AND EXCLUSIVITY PERIOD, AGREEMENT (DRAFT 1.0)Material Transfer and Limited Research License Agreement • November 10th, 2005 • Phage Biotechnology CORP • California
THIS MATERIAL TRANSFER, AND LIMITED RESEARCH LICENSE AND EXCLUSIVITY PERIOD, AGREEMENT (the “Agreement”) dated as of July 6, 2005 (the “Effective Date”), is entered into between AEGIS THERAPEUTICS, INC., a California corporation (“PROVIDER”), having a place of business at 10919 Technology Place, Suite C, San Diego, CA 92127, and Phage Biotechnology Corporation, Inc., a Delaware corporation (the “RECIPIENT”), having a place of business at 101 Theory, Suite 200, Irvine, CA 92617. The parties agree as follows:
ContractConvertible Promissory Note • November 10th, 2005 • Phage Biotechnology CORP • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS
SERVICE AGREEMENTService Agreement • December 20th, 2005 • Phage Biotechnology CORP • Pharmaceutical preparations • California
This agreement entered into by and between Phage Biotechnology Inc., a Delaware corporation (“Phage” or “the Company”) and BS Biology Sciences Limited, a Cyprus Corporation (“Service Provider).
LICENSE AGREEMENTLicense Agreement • December 20th, 2005 • Phage Biotechnology CORP • Pharmaceutical preparations • New York
This Agreement is effective as of the latest date of signing below and is by and between Brookhaven Science Associates, LLC. (“Licensor”), operator of Brookhaven National Laboratory, Upton, New York 11973, under contract with the U.S. Department of Energy, and Phage Biotechnology Corporation, having a principal place of business at 101 Theory, Suite 200, Irvine, CA 92617 (“Licensee”).
MASTER AGREEMENT by and between MPI RESEARCH, INC. (hereinafter referred to as Mfl) Mattawan, Michigan and PHAGE BIOTECHNOLOGY CORPORATION (hereinafter referred to as the SPONSOR) Tustin, CaliforniaMaster Agreement • November 10th, 2005 • Phage Biotechnology CORP • Michigan
Notice: This document contains Company Confidential and/or Proprietary Information belonging to MPI and the Sponsor. None of the information may be copied, transmitted or communicated in whole or in part to any third party without the written consent of the parties.
CONFIDENTIALPlacement Agent Agreement • December 20th, 2005 • Phage Biotechnology CORP • Pharmaceutical preparations • California
GHL Financial Services Ltd., Inc. (“GHL”) is pleased to be engaged by Phage Biotechnology Corporation, inc (the “Company”) to act as lead placement agent in the proposed offering, issuance and sale of the Company’s common stock, preferred stock, convertible debentures, debt or any other securities (the “Securities”) by the Company (the “Transaction”). The term of this letter agreement (the “Agreement”) shall commence on the date hereof and continue until it is terminated by either party given 30 days notice in writing. . This Agreement will confirm our mutual understanding of the terms of this agreement and will be binding until such time as a more defined Managing Dealers Agreement (“MDA”) is executed between the parties. When a definitive Managing Dealer Agreement is signed by you and us it will supercede the terms of this Agreement.
CONTROLLING STOCKHOLDERS AGREEMENTControlling Stockholders Agreement • November 10th, 2005 • Phage Biotechnology CORP • Nevada
This Controlling Stockholders Agreement (the “Agreement”), dated as of November 29, 2005, by and among each of the holders of Phage Biotechnology Corp. Common Stock (“Common Stock”) of Phage Biotechnology Corp., a Delaware corporation (“Phage”), listed on the signature page hereof and on Schedule A, annexed hereto (each a “Stockholder” and, collectively, the “Stockholders”).
INDUSTRIAL LEASE (Multi-Tenant; Net) BETWEEN THE IRVINE COMPANY AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (101 Theory, Suite 200, Irvine, California)Industrial Lease • November 10th, 2005 • Phage Biotechnology CORP • California
THIS LEASE is made as of the 8th day of November, 2000, by and between THE IRVINE COMPANY, hereafter called “Landlord,” and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, hereinafter called “Tenant.”
SUBLEASE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and PHAGE BIOTECHNOLOGY CORPORATION August 24, 2004Sublease Agreement • November 10th, 2005 • Phage Biotechnology CORP
THIS SUBLEASE AGREEMENT (“Sublease”), dated August 24, 2004, is by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation (“Sublandlord”), and PHAGE BIOTECHNOLOGY CORPORATION (“Subtenant”).
