0001181431-09-047432 Sample Contracts

MATERIAL TRANSFER AGREEMENT
Material Transfer Agreement • October 13th, 2009 • DARA BioSciences, Inc. • Pharmaceutical preparations

This Material Transfer Agreement (the "Agreement") effective as of March 24, 2008 (the "Effective Date") is made by and between America Stem Cell, Inc., a California corporation located at 135 Chinquapin Avenue, Carlsbad, CA 92008 ("ASC" or "Recipient"), and Dara BioSciences, Inc. located at 8601 Six Forks Road, Suite 160, Raleigh, NC 27615 ("Dara BioSciences, Inc."). ASC and Dara BioSciences, Inc. are referred to herein as a "Party" and collectively as the "Parties."

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ADDENDUM AND FIRST AMENDMENT TO MATERIAL TRANSFER AGREEMENT
Addendum and First • October 13th, 2009 • DARA BioSciences, Inc. • Pharmaceutical preparations

America Stem Cell, Inc. ("ASC") and Dara BioSciences, Inc. ("Dara" or "DARA") (collectively herein the "Parties") entered into a Material Transfer Agreement on March 24, 2008 ("MTA"). The Parties hereby agree to the following amendments and/or additions to the terms of the MTA (this "Addendum"):

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