0001144204-12-018611 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • March 30th, 2012 • Genesis Biopharma, Inc • Arrangement of transportation of freight & cargo • California

This Consulting Agreement(the “Agreement”) is made as of this ___day of _________ 2011 by and between Theorem Capital, LLC, a California limited liability company with offices at 10880 Wilshire Blvd., Suite 950, Los Angeles, CA 90024 (the “Consultant”) and Genesis Biopharma, Inc., a Nevada corporation with offices at 11500 Olympic Blvd, Suite 400 Los Angeles, Ca 90064 (the “Company”).

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SECOND AMENDMENT TO CONSULTING AGREEMENT DATED FEBRUARY 15, 2011 BY AND BETWEEN EMMES GROUP CONSULTING LLC AND GENESIS BIOPHARMA, INC.
Consulting Agreement • March 30th, 2012 • Genesis Biopharma, Inc • Arrangement of transportation of freight & cargo

THIS SECOND AMENDMENT TO THE CONSULTING AGREEMENT (“Amendment”) dated February 12, 2012 (“Effective Date”) is made and entered into by and between Emmes Group Consulting LLC, having its principle place of business at 92 Natoma Street, Suite 200, San Francisco, CA 94105, (hereinafter referred to as “EMMES”), and Genesis Biopharma, Inc., a Nevada Corporation, a having a principal place of business at 10880 Wilshire Blvd., Suite 950, Los Angeles, CA 90024 (hereinafter referred to as “GENESIS”).

AMENDMENT TO CONSULTING AGREEMENT DATED FEBRUARY 15, 2011 BY AND BETWEEN EMMES GROUP CONSULTING LLC AND GENESIS BIOPHARMA, INC.
Consulting Agreement • March 30th, 2012 • Genesis Biopharma, Inc • Arrangement of transportation of freight & cargo

THIS FIRST AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (“Amendment”) dated August 1, 2011 (“Effective Date”) is made and entered into by and between Emmes Group Consulting LLC, having its principle place of business at 92 Natoma Street, Suite 200, San Francisco, CA 94105, (hereinafter referred to as “EMMES”), and Genesis Biopharma, Inc., a Nevada Corporation, a having a principal place of business at 10880 Wilshire Blvd., Suite 950, Los Angeles, CA 90024 (hereinafter referred to as “GENESIS”).

Contract
Subscription Agreement • March 30th, 2012 • Genesis Biopharma, Inc • Arrangement of transportation of freight & cargo • Delaware

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • March 30th, 2012 • Genesis Biopharma, Inc • Arrangement of transportation of freight & cargo • Delaware

This Manufacturing Services Agreement (the “Agreement”) is made as of December __, 2011 (the “Effective Date”) by and between Lonza Walkersville, Inc., a Delaware corporation having its principal place of business at 8830 Biggs Ford Road, Walkersville, Maryland 21793 (“LWI”), and Genesis Biopharma, Inc., a Nevada corporation having its principal place of business at 11500 Olympic Blvd., Los Angeles, CA 90064 (“CLIENT”) (each of LWI and CLIENT, a “Party” and, collectively, the “Parties”).

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