0000950135-07-000455 Sample Contracts

OF
Warrant Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York
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CONFIDENTIAL
Employment Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining
WARRANT TO PURCHASE STOCK OF
Warrant Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York
OF
Warrant Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York
Mayo Foundation for Medical Education and Research Transgenic Animal Non- Exclusive License and Sponsored Research Agreement (LSRA)
Transgenic Animal Non-Exclusive License and Sponsored Research Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • Minnesota
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York

AGREEMENT, made and entered into as of the 15th day of January, 2007 by and between Intellect Neurosciences, Inc., a Delaware corporation with principal offices at 7 West 18th street, New York, NY 10011 (together with its successors and assigns, “INTELLECT”), and Daniel Chain (the “EXECUTIVE”).

Form of ] STOCK OPTION AGREEMENT Under the Intellect Neurosciences, Inc. 2005 Stock Option Plan
Stock Option Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • Delaware

THIS AGREEMENT dated as of the [DAY] day of [MONTH], 200___, between Intellect Neurosciences, Inc., a Delaware Corporation (the “Company”), and [DIRECTOR] (the “Optionee”).

AGREEMENT AND PLAN OF MERGER by and among GLOBEPAN RESOURCES, INC INS ACQUISITION, INC. and INTELLECT NEUROSCIENCES, INC. January 25, 2007
Merger Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • Delaware

THIS AGREEMENT AND PLAN OF MERGER is entered into as of January 25, 2007 by and among GLOBEPAN RESOURCES, INC, a Delaware corporation (“Parent”), INS ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and INTELLECT NEUROSCIENCES, INC., a Delaware corporation (the “Company”).

Confidential Treatment has been requested for portions of this document marked with asterisks. RESEARCH AND LICENSE AGREEMENT
Research and License Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining

The South Alabama Medical Science Foundation (hereinafter “SAMSF”), a corporation organized and existing under the laws of the State of Alabama and having a place of business at 307 University Boulevard, Mobile, Alabama 36688-0002.

Form of] INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT Under the Intellect Neurosciences, Inc. 2005 Stock Option Plan
Incentive and Nonqualified Stock Option Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • Delaware

THIS AGREEMENT dated as of the [DAY]th day of [MONTH], 200___, between Intellect Neurosciences, Inc., a Delaware Corporation (the “Company”), and [EMPLOYEE] (the “Optionee”).

Confidential Treatment has been requested for portions of this document marked with asterisks. RESEARCH AND LICENSE AGREEMENT
Research and License Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining

NEW YORK UNIVERSITY (hereinafter “NYU”), a corporation organized and existing under the laws of the State of New York and having a place of business at 70 Washington Square South, New York, New York 10012

ASSIGNMENT AGREEMENT
Assignment Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York

This Agreement made as of 6th June 2000 is by and between DR. BENJAMIN CHAIN of 829 Finchley Rd., London NWII 8AJ, UK (the “Assignor”) and MINDSET BIOPHARMACEUTICALS (USA), INC. a Delaware corporation, having an office at c/o Miller, Canfield, Paddock and Stone P.L.L.C., 1450 Broadway, New York, New York 10018 (the “Assignee”)

CONSULTING AGREEMENT
Consulting Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York

Consulting Agreement (this “Agreement”), dated as of July 1, 2005 (the “Effective Date”), by and between Intellect Neurosciences, Inc., a Delaware corporation (the “Company”) and Harvey Kellman (the “Consultant”).

ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining

This Asset Transfer Agreement (this “Agreement”) is made as of June 23, 2005 by and between Mindset Biopharmaceuticals (USA), Inc., (hereafter “Assignor”), a corporation existing under the laws of the State of Delaware, having an office at 535 W. 34th Street, Suite 206A, New York, NY 10001, and Intellect Neurosciences, Inc., a Delaware corporation, having a place of business at 465 West 23rd Street, Apt I2-J, New York, New York 10001 (“Assignee”). Assignor and Assignee are referred to collectively in this Agreement as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Section 1 hereto.

SALE, ASSIGNMENT, ASSUMPTION AND INDEMNIFICATION AGREEMENT
Sale, Assignment, Assumption and Indemnification Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • Delaware

This Sale, Assignment, Assumption and Indemnification Agreement (the “Agreement”), dated as of the 25th day of January, 2007, by and between GLOBEPAN RESOURCES, INC, a Delaware corporation (the “Seller”), and RUSSELL FIELD (the “Buyer”) on the other hand:

Form of ] INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • Delaware

This Agreement, made and entered into as of this ___ day of , 2007 (“Agreement”), by and between Intellect Neurosciences, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

CONSULTING AGREEMENT
Consulting Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York

This Consulting Agreement (“Agreement”) dated as of January 3, 2007 is made and entered into by and between Intellect Neurosciences, Inc, having its principal place of business at 7 West 18th Street, New York, NY 10011 (“INTELLECT”), and Mark Germain, residing at 6 Olmsted Road, Scarsdale, NY 10583 (“Consultant”).

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York

AGREEMENT made as of the first day of December, 2005, between Intellect Neurosciences Inc., a company incorporated in the State of Delaware (the “Company”), and Professor Kelvin Davies, Ph.D. (the “Consultant”).

Confidential Treatment has been requested for portions of this document marked with asterisks. LICENSE AGREEMENT
License Agreement • January 31st, 2007 • Intellect Neurosciences, Inc. • Metal mining • New York

Mindset Limited (hereinafter “CORPORATION”), a corporation organized and existing under the laws of the British Virgin Islands, having an office at 1 Beit Eshel St., Old Katamon, Jerusalem 93227, ISRAEL.

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