AGREEMENT AND PLAN OF MERGERMerger Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
AGREEMENT AND PLAN OF MERGER, dated as of September 12 2006 (the "Agreement"), among Azurel Ltd., a Delaware corporation ("Azurel"), Azurel Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Azurel ("Merger Sub"), National Stem Cell, Inc., a Delaware corporation ("NSC"), and certain of the stockholders of Azure' listed on Schedule 1 hereto (the "Escrow Depositors").
ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONSAssignment of Technologies and Patent Applications • August 4th, 2009 • Proteonomix, Inc. • New York
This Assignment Agreement (the “Agreement”) is made this 1st day of July, 2009, by and among Michael Cohen, residing at 7 Stanford Court, West Orange, New Jersey 07052 (“MC”); Jacob Cohen, residing at 25 Brook Place West Orange, New Jersey 07052 (“JC”)(herein individually an “Assignor” and collectively the “Assignors”); Proteonomix, Inc., a Delaware corporation (“Proteonomix”) and its subsidiary, Proteoderm, Inc. a New York corporation (the “Subsidiary”), both with offices at 187 Mill Lane, Mountainside, New Jersey 07092 (together, the “Parties”), entered into this 1st day of July, 2009.
NATIONAL STEM CELL, INC. RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2009 • Proteonomix, Inc.
This Restated Employment Agreement (this "Agreement") is made as of January 4, 2008 by and between Michael Cohen (the "Executive") and National Stem Cell, Holding, Inc., a Delaware corporation (the "Company") (collectively the “Parties”) and reflects the original employment agreement dated January 14, 2005, the Amendment and Assignment and Assumption Agreement dated June 1, 2007 and oral understanding thereto.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into as of the 23rd day of March 2009 by and among Proteonomix, Inc (other OTC: PROT), a Delaware corporation, having its principal address at 187 Mill Lane, Mountainside, NJ 07092-2909, and Icecoldstocks.com, Inc., a Florida Corporation, and Barry Davis, having their principal address at 9060 Equus Circler, Boynton Beach FL 33472 (the “Consultants”) (collectively the “Parties” and individually a “Party”).
CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) dated September 2, 2008 by and between National Stem Cell, Inc., a Delaware corporation, (“NSC”), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and John Murray, 1714 Hamburg Turnpike, Wayne, New Jersey 07460 (the “Executive”) (collectively the "Parties").
CHIEF SCIENTIFIC OFFICER AGREEMENTChief Scientific Officer Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS AGREEMENT (this "Agreement") is made and entered into as of September 2, 2008 (the "Effective Date"), by and between National Stem Cell, Inc., a Delaware corporation having an address at 187 Mill Lane, Mountainside, New Jersey 07052 (the “Company"), and Ashoke Agarwal, M.D., with an address at 715 Broadway, Paterson, New Jersey 07514 (“Dr. Agarwal"). The parties this Agreement are hereinafter referred to as the “Parties.”
JOE & SAM OF NEW YORK, INC. CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS CONSULTING AGREEMENT (the “Agreement”) dated June 4, 2007 (the Effective date”) by and between the National Stem Cell Holding, Inc., a Delaware corporation, (the “Company”, and Joe and Sam of New York, Inc., a New York corporation (the “Consultant”) (collectively the "Parties").
TERRY DUBROW, M.D. MEDICAL SPOKESPERSON CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • New Jersey
THIS CONSULTING AGREEMENT (the “Agreement”) dated December 29, 2008 by and between Proteonomix, Inc. a Delaware corporation, the “Company”) (on behalf of itself and its subsidiary Proteoderm, Inc.), and Terry Dubrow, M.D. (the “Consultant”) (collectively the "Parties").
NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • Massachusetts
AGREEMENT (this "Agreement") made as of the st' day of June, 2008 between National Stem Cell Holding, Inc., a Delaware corporation, maintaining its principal offices at 187 Mill Lane, Mountainside, NJ 07092, (hereinafter referred to as the "Client") and National Financial Communications Corp. DBA/ OTC Financial Network, a Commonwealth of Massachusetts corporation maintaining its principal offices at 300 Chestnut St, Suite 200, Needham, MA 02492 (hereinafter referred to as the "Consultant"). The parties to this Agreement are hereinafter referred to as the "Parties."
AGREEMENTAgreement • August 4th, 2009 • Proteonomix, Inc.
THIS AGREEMENT (the "Agreement") is hereby made and entered into as of this 19th day of January, 2009, by and among Proteonomix, Inc., a Delaware corporation with offices at 187 Mill Lane, Mountainside, NJ 07092 ("PI"); its wholly-owned subsidiary, Proteoderm, Inc., a New York corporation, with offices at 187 Mill Lane, Mountainside, NJ 07092 ("PD"); China Biopharma, Inc., a Delaware corporation, with offices at 75 Shuguang Rd., Bldg. B, Hangzhou, China 310007 ("CB"), and Sinoquest Investment Limited, a British Virgin Island corporation domiciled in China, with offices at 173 Yugu Lu, Zhongtian Dasha, 16-L, Hangzhou, China 310007 ("SI"). Each party hereto may be referred to as a "Party," and all of the parties. may be referred to collectively as the "Parties." CB and SI may hereinafter be referred to as the "China Company") and PD and PI as "Proteo").
CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) dated January 1, 2007 by and between National Stem Cell Holding, Inc. a Delaware corporation, (“the Company” or the “Company”), and Nancyco of NY, Inc. a New York Corporation, (the “Consultant”) (collectively the "Parties").
BRIAN KINGFIELD CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") dated November 17, 2008 (the Effective date")by and between the Proteonomix, Inc., a Delaware corporation, ("the Company" or the "Company'), and Brian Kingsfield (the "Consultant") (collectively the "Parties").
AMENDMENT TO RETAINER AGREEMENTRetainer Agreement • August 4th, 2009 • Proteonomix, Inc.
This Amendment (the “Amendment”) is made as of this 11th day of February, 2009, to a retainer agreement executed on November 29, 2007, by and between National Stem Cell Holding, Inc. (“NSCH”) and Joel Pensley, Esq. (“Pensley”) (the “Retainer Agreement”), in order to reflect and memorialize changes which have been made to the Retainer Agreement.
SETTLEMENT AGREEMENTSettlement Agreement • August 4th, 2009 • Proteonomix, Inc. • Maryland
THIS SETTLEMENT AGREEMENT . ("Agreement") is made and entered into as of the 24th day of September, 2008 (the "Effective Date"), by and among Johns Hopkins University ("JHU"), National Stem Cell, Inc. ("NSC"), and Dr. Michael J. Shamblott ("Dr. Shamblott") (each, individually, a "Party" and, collectively, the "Parties"). .
FRANCIS PAHNG CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) dated September 24, 2008 by and between Proteonomix, Inc., a Delaware corporation, (“Proteonomix”), and Francis .Pahng of Seoul, South Korea. (the “Consultant”) (collectively the "Parties").
SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS AGREEMENT (this "Agreement") is made and entered into as of June 2, 2008 (the "Effective Date"), by and between National Stem Cell Holding, Inc., a Delaware corporation having an address at Mountainside, N7 07092 (the “Company"), and Barbara Nabrit Stephens, M.D., with an address at 4704 Dunnie Drive, Tampa, Florida 33614 (the "Member"). The parties to this Agreement are hereinafter referred to as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) dated May 19, 2008 by and between National Stem Cell Holding, Inc., a Delaware corporation, (“National Stem Cell”), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and Kenneth Steiner, M.D., residing at 411 Osprey Lane, Brielle, New Jersey 08730 (the “Executive”) (collectively the "Parties").
PROTEONOMIX/PROTEODERM/SMEENA KHAN, M.D. MULTI-CENTER COSMECEUTICAL STUDY AGREEMENTMulti-Center Cosmeceutical Study Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS AGREEMENT is made and entered into as of this 15th day of May, 2009, by and among Proteonomix, Inc., a Delaware corporation; Proteoderm, Inc., a New York corporation, both with offices at 187 Mill Lane, Mountainside, NJ 07092 ("PROT" and "PD," respectively)(together, the "Company"); and Smeena Khan, M.D., with offices at 21165 Whitfield Place, Suite 106, Sterling, VA 20165 ("Dr. Khan'), (together, the "Parties").
AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN PROTEONOMIX, INC. AND MICHAEL COHENEmployment Agreement • August 4th, 2009 • Proteonomix, Inc.
This amended agreement (the “Agreement”) is made as of this 1ST day of July, 2009, to an employment agreement originally executed on January 5, 2005, as restated January 4, 2008, (the “Employment Agreement”) by and between National Stem Cell Holding, Inc., (renamed Proteonomix, Inc.) a Delaware corporation (“PROT) with an address a 187 Mill Lane, Mountainside, New Jersey 07092 and Michael Cohen, with an address at7 Stanford Court, West Orange, New Jersey 07052 (the Employee”) (the parties hereto are herein referred to as the “Parties”).
