Form 8-K - IMMUNOTECH LABORATORIES, INC.

0001017386-10-000019.txt : 20100316 0001017386-10-000019.hdr.sgml : 20100316 20100316164013 ACCESSION NUMBER: 0001017386-10-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090518 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100316 DATE AS OF CHANGE: 20100316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Immunotech Laboratories, Inc. CENTRAL INDEX KEY: 0001137117 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954834274 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-57514 FILM NUMBER: 10685964 BUSINESS ADDRESS: STREET 1: 118 W. STOCKER STREET CITY: GLENDALE STATE: CA ZIP: 91202 BUSINESS PHONE: 818-421-2090 MAIL ADDRESS: STREET 1: 118 W. STOCKER STREET CITY: GLENDALE STATE: CA ZIP: 91202 FORMER COMPANY: FORMER CONFORMED NAME: International Technology Systems, Inc. DATE OF NAME CHANGE: 20070619 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL TELECOMMUNICATIONS, INC. DATE OF NAME CHANGE: 20060607 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL TELECOMMUNICATION, INC. DATE OF NAME CHANGE: 20050815 8-K 1 form8-k.htm LETTER OF INTENT WITH RRML LLC Form 8-K - IMMUNOTECH LABORATORIES, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 18, 2009

Date of Report (Date of earliest event reported)

IMMUNOTECH LABORATORIES, INC.

(Exact name of registrant as specified in its charter)


Nevada	333-57514	95-4834274

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)



116 West Stocker Street, Glendale, California		91202

(Address of principal executive offices)		(Zip Code)

(818) 409-9091

Registrant’s telephone number, including area code

International Technology Systems, Inc. 520 Broadway, Suite 350, PMB 188, Santa Monica, California 90401

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[ ]		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS



8.01 Other Events
9.01 Financial Statements and Exhibits
Signatures
EX-10.1 Agreement for Member of the Scientific Advisory Committee, Mariel Selbovitz
EX-10.2 Agreement for Member of the Board of Directors, Dr. Roscoe M. Moore Jr.
EX-10.3 Agreement for Member of the Scientific Advisory Committee, Joel L. Zive
EX-10.4 White Coat Strategies LLC Agency Agreement
EX-10.5 Master Agreement for Professional Services

Item 8.01. Other Events.

On February 2, 2010 the Company signed a letter of intent with RRML LLC to secure a collateralized 7.5 Million loan to finance its cash flow requirements for its scheduled pre-clinical studies and Phase I clinical trial. The company is currently in process updating all necessary regulatory fillings through a super 8K which will be filed shortly.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

10.1 Agreement for Member of the Scientific Advisory Committee, Mariel Selbovitz

10.2 Agreement for Member of the Board of Directors, Dr. Roscoe M. Moore Jr.

10.3 Agreement for Member of the Scientific Advisory Committee, Joel L. Zive

10.4 White Coat Strategies LLC Agency Agreement

10.5 Master Agreement for Professional Services

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		IMMUNOTECH LABORATORIES, INC.
Date: March 15, 2010	By:	/s/ Ara Ghanime
		Ara Ghanime
		President

EX-10.1 2 ex-10_1.htm AGREEMENT FOR MEMBER OF THE SCIENTIFIC ADVISORY COMMITTEE, MARIEL SELBOVITZ EX-10.1 Agreement for Member of the Scientific Advisory Committee, Mariel Selbovitz

AGREEMENT FOR MEMBER OF THE SCIENTIFIC ADVISORY COMMITTEE

THIS AGREEMENT is made and entered into effective as of May 18, 2009(the "Effective Date"), by and between Immunotech Laboratories Inc., a Nevada corporation, ("Company") and Mariel Selbovitz an individual ("Advisor").

1. Term.

(a) This Agreement shall continue for a period of one (3) years from the Effective Date and shall continue thereafter for as long as Advisor is requested to remain on the Scientific Advisory Board of the Company.

b) Notwithstanding the foregoing and provided that Advisor has neither voluntarily resigned nor been terminated for "cause" as defined in Section 3(b) of this Agreement, Company agrees to use its best efforts to reappoint Advisor to the Scientific Advisory Board.

2. Position and Responsibilities.

(a) Position. Company hereby retains Advisor to serve as member of the Scientific Advisory Committee. Advisor shall perform such duties and responsibilities as are normally related to such position in accordance with Company's bylaws and applicable law, including those services described on Exhibit A, (the "Services"), and Advisor hereby agrees to use his best efforts to provide the Services. Advisor shall not allow any other person or entity to perform any of the Services for or instead of Advisor. Advisor shall comply with the statutes, rules, regulations and orders of any governmental or

quasi-governmental authority, which are applicable to the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified.

(b) Other Activities. Advisor may be employed by another company, may serve on other Scientific Advisory Committees or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Advisor's obligations under this Agreement or Advisor's obligations to the Company.

The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty.

Except as set forth in Exhibit B, Advisor represents that, to the best of his/her knowledge, Advisor has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Advisor agrees to use his/her best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the Company. If, at any time, Advisor is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Advisor will promptly notify the Company of such obligation, prior to making such disclosure or taking such action.

(c) No Conflict. Except as set forth in Section 2(b) and Exhibit A, Advisor will not engage in any activity that creates an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Advisor agrees to notify the Company before engaging in any activity that creates a potential conflict of interest with Company. Specifically and except as set forth in Section 2(b) and Exhibit A of this Agreement, Advisor shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly with the Company, as reasonably determined by the Company, without the approval of the Company.

3. Compensation and Benefits.

(a) Stock and Stock Options. Company acknowledges that in consideration of the services to be rendered under this Agreement, Company agrees to grant Advisor the following:

For each year of services rendered, 25,000 shares of the company's common stock, for a total of 75,000 common shares. Upon the effective date of this agreement, the company will process the initial 25,000 rule 144 restricted shares, which shall be fully vested on the Effective Date.

In the event (i) of a merger, change in control or sale of Company or (ii) Advisor either is terminated as an Advisor or is not reappointed, where the Advisor has not engaged in conduct during his tenure on the board which would constitute "cause" for such termination, as determined by the Company, the Shares immediately shall become fully vested. "Cause" means a determination by Company that the Advisor has been engaged in any of the following: (i) malfeasance in office; (ii) gross misconduct or neglect; (iii) false or fraudulent misrepresentation inducing Advisor's appointment; (iv) willful conversion of corporate funds; (v) material breach of an obligation to make full disclosure; (vi) gross incompetence; (vii) gross inefficiency; (viii) acts of moral turpitude; or (ix) repeated failure to participate in agreed upon scientific or trade conferences, scientific and technical meetings or teleconferences despite having received proper notice of such at least 48 hours in advance thereof.

(b) Expenses. The Company shall reimburse Advisor for all approved reasonable business expenses incurred in the performance of his/her duties hereunder in accordance with Company's expense reimbursement guidelines.

(c) Indemnification. Company will indemnify and defend Advisor against any liability incurred in the performance of the Services to the fullest extent authorized in Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Advisor shall be entitled to the protection of any insurance policies the Company maintains for the benefit of the Company against all costs, charges and expenses in connection with any action, suit or proceeding to which he may be made a party by reason of his affiliation with Company, its subsidiaries, or affiliates.

(d) Records. Advisor shall have reasonable access to scientific and technical information and data of Company, as necessary to enable Advisor to fulfill his/her obligations as an Advisor of Company.

4. Termination.

a) Right to Terminate. At any time, Advisor may be removed as provided in Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Advisor may resign as Advisor as provided in Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Advisor nor Company shall be required to provide any advance notice or any reason or cause for termination of Advisor's status, except as provided in Company's Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law.

b) Effect of Termination as Advisor. Upon a termination of Advisor's status, this Agreement will terminate. Except as provided herein, the Company shall pay to Advisor all compensation and benefits to which Advisor is entitled up through the date of termination, and thereafter, all of the Company's obligations under this Agreement shall cease, except as provided in Sections 1(b), 3(b), 3(d), 3(e), and 5.

c) Effect of Termination as Advisor. Upon a termination of

Advisor's status as an Advisor, this Agreement will terminate; Company shall pay to Advisor all compensation and benefits to which Advisor is entitled up through the date of termination. Thereafter, all of Company's obligations under this Agreement shall

cease, except as provided in Sections 1(b), 3(a), 3(b), 3(c) and 5.

5. Termination Obligations.

(a) Advisor agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Advisor incident to his services belong to Company and shall be promptly returned at the request of Company.

(b) Upon termination of this Agreement, Advisor shall be deemed to have resigned from all offices then held with Company by virtue of his/her position as Advisor, except that Advisor shall continue to serve as an Advisor if reappointed as an Advisor by the Company as provided in Company's Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law. Advisor agrees that following any termination of this Agreement, he/she shall cooperate with Company in the winding up or transferring to other Advisors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services.

(c) The Company and Advisor agree that their obligations under this Section, as well as Sections 1(b), 3(a), 3(b), 3(c), 4(b), 4(c) and 7, shall survive the termination of this Agreement.

6. Nondisclosure Obligations.

Advisor shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Advisor as a result of performing the Services.

"Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Advisor's general knowledge prior to his/her relationship with Company; or (iii) the information is disclosed to Advisor without restriction by a third party who rightfully possesses the information and did not learn of it from Company.

7. Dispute Resolution.

(a) Jurisdiction and Venue. The parties agree that any suit, action, or proceeding between Advisor (and his attorneys, successors, and assigns) and Company (and its affiliates, shareholders, directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to the Services or the termination of those Services shall be brought in either the United States District Court for the Central District of California or in a California state court in the County of Los Angeles Central District and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

(b) Attorneys' Fees. Should any litigation, arbitration or other proceeding be commenced between the parties concerning the rights or obligations of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys' fees in such proceeding. This amount shall be determined by the court in such proceeding. In addition to any amount received as attorneys' fees, the prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the attorneys' fees and costs incurred in enforcing any judgment against

such party. This Section is severable from the other provisions of this Agreement and survives any judgment and is not deemed merged into any judgment.

8. Entire Agreement. This Agreement is intended to be the final, complete, and exclusive statement of the terms of Advisor's relationship solely with respect to his position as Advisor with Company. This Agreement entirely supersedes and may not be contradicted by evidence of any prior or contemporaneous statements or agreements pertaining to Advisor's position. Agreements related to Advisor's ownership of the Securities are not affected by this Agreement.

9. Amendments; Waivers. This Agreement may not be amended except by a writing signed by Advisor and by a duly authorized representative of the Company other than Advisor. Failure to exercise any right under this Agreement shall not constitute a waiver of such right.

10. Assignment. Advisor agrees that Advisor will not assign any rights or obligations under this Agreement, with the exception of Advisor's ability to assign rights with respect to the Securities. Nothing in this Agreement shall prevent the consolidation, merger or sale of Company or a sale of all or substantially all of its assets.

11. Severability. If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

13. Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement.

14. Binding Agreement. Each party represents and warrants to the other that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that this Agreement will legally bind both Company and Advisor. This Agreement will be binding upon and benefit the parties and their heirs, administrators, executors, successors and permitted assigns. To the extent that the practices, policies, or procedures of Company, now or in the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Advisor's duties or compensation not affect the validity or scope of the remainder of this Agreement.

15. Advisor Acknowledgment. Advisor acknowledges Advisor has had the opportunity to consult legal counsel concerning this Agreement, that Advisor has read and understands the Agreement, that Advisor is fully aware of its legal effect, and that Advsior has entered into it freely based on his own judgment and not on any representations or promises other than those contained in this Agreement.

16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17. Date of Agreement. The parties have duly executed this Agreement as of the date first written above.

Immunotech Laboratories Inc.

a California corporation:

By: /s/ Ara Ghanime /s/ Harry H. Zhabilov

____________________ _____________________

Advisor of Immunotech

__________________

/s/ Mariel Selbovitz

EXHIBIT A

DESCRIPTION OF SERVICES

Responsibilities as Advisor. Advisor shall have all responsibilities of an Advisor of the Company imposed by California or applicable law, the Certificate of Incorporation, as amended, and Bylaws, as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:

1. Attendance to conferences. Attend scheduled meetings and conferences as scheduled in advance by the company;

2. Act as a Scientific/Technical Advisor. Represent the interests of Company in all scientific, technical and business conferences and meetings, teleconferences and conduct presentations; and

3. Assist company in its efforts to raise private, institutional and governmental investments and grants.

4. Assist in all necessary efforts to write and have scientific abstracts and the approval of these thereof, as well as prepare poster presentations, and participate in conducting presentations on behalf of the company at scientific and investment conferences as deemed necessary by the Company.

EX-10.2 3 ex-10_2.htm AGREEMENT FOR MEMBER OF THE BOARD OF DIRECTORS, DR. ROSCOE M. MOORE JR. EX-10.2 Agreement for Member of the Board of Directors, Dr. Roscoe M. Moore Jr.

AGREEMENT FOR MEMBER OF THE BOARD OF DIRECTORS

THIS AGREEMENT is made and entered into effective as of May 18, 2009(the "Effective Date"), by and between Immunotech Laboratories Inc., a Nevada corporation, ("Company") and Dr. Roscoe M. Moore Jr. an individual ("Director").

1. Term.

(a) This Agreement shall continue for a period of one (3) years from the Effective Date and shall continue thereafter for as long as Director is elected as a member of the Board of Directors of the Company.

b) Notwithstanding the foregoing and provided that Director has neither voluntarily resigned nor been terminated for "cause" as defined in Section 3(b) of this Agreement, Company agrees to use its best efforts to reelect Director to the Board

2. Position and Responsibilities.

(a) Position. Company hereby retains Director to serve as

member of the Board of Directors. Director shall perform such duties and responsibilities as are normally related to such position in accordance with Company's bylaws and applicable law, including those services described on Exhibit A, (the "Services"), and Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or

quasi-governmental authority, which are applicable to the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified.

(b) Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the shareholders.

The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty.

Except as set forth in Exhibit B, Director represents that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the Chief Executive Officer or a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of such obligation, prior to making such disclosure or taking such action.

(c) No Conflict. Except as set forth in Section 2(b) and Exhibit A, Director will not engage in any activity that creates an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that creates a potential conflict of interest with Company. Specifically and except as set forth in Section 2(b) and Exhibit A of this Agreement, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Chief Executive Officer.

3. Compensation and Benefits.

(a) Stock and Stock Options. Company acknowledges that in consideration of the services to be rendered under this Agreement, Company agrees to grant Director the following:

For each year of services rendered, 50,000 shares of the company's common stock, for a total of 150,000 common shares. Upon the effective date of this agreement, the company will process the initial 50,000 rule 144 restricted shares, which shall be fully vested on the Effective Date.

In the event (i) of a merger, change in control or sale of Company or (ii) Director either is terminated as a board member or is not reelected, where the Director has not engaged in conduct during his tenure on the board which would constitute "cause" for such termination, as determined by a majority vote of the disinterested board members, the Shares immediately shall become fully vested. "Cause" means a determination by a majority of the disinterested board members that the Director has been engaged in any of the following: (i) malfeasance in office; (ii) gross misconduct or neglect; (iii) false or fraudulent misrepresentation inducing Director's appointment; (iv) willful conversion of corporate funds; (v) material breach of an obligation to make full disclosure; (vi) gross incompetence; (vii) gross inefficiency; (viii) acts of moral turpitude; or (ix) repeated failure to participate (either by telephone or in person) board meetings on a regular basis despite having received proper notice of the meetings at least 48 hours in advance thereof.

(b) Expenses. The Company shall reimburse Director for all approved reasonable business expenses incurred in the performance of his duties hereunder in accordance with Company's expense reimbursement guidelines.

(c) Indemnification. Company will indemnify and defend Director against any liability incurred in the performance of the Services to the fullest extent authorized in Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Company has purchased Director's and Officer's liability insurance, and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors and Officers against all costs, charges and expenses in connection with any action, suit or proceeding to which he may be made a party by reason of his affiliation with Company, its subsidiaries, or affiliates.

(d) Records. Director shall have reasonable access to books and records of Company, as necessary to enable Director to fulfill his obligations as a Director of Company.

4. Termination.

a) Right to Terminate. At any time, Director may be removed as provided in Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Director as provided in Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director's status, except as provided in Company's Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law.

b) Effect of Termination as director. Upon a termination of Director's status, this Agreement will terminate. Except as provided herein, the Company shall pay to Director all compensation and benefits to which Director is entitled up through the date of termination, and thereafter, all of the Company's obligations under this Agreement shall cease, except as provided in Sections 1(b), 3(b), 3(d), 3(e),

and 5.

c) Effect of Termination as Director. Upon a termination of

Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and benefits to which Director is entitled up through the date of termination. Thereafter, all of Company's obligations under this Agreement shall cease, except as provided in Sections 1(b), 3(a), 3(b), 3(c) and 5.

5. Termination Obligations.

(a) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to his services belong to Company and shall be promptly returned at the request of Company.

(b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as director, except that Director shall continue to serve as a director if elected as a director by the shareholders of Company as provided in Company's Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services.

(c) The Company and Director agree that their obligations under this Section, as well as Sections 1(b), 3(a), 3(b), 3(c), 4(b), 4(c) and 7, shall survive the termination of this Agreement.

6. Nondisclosure Obligations.

Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services.

"Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.

7. Dispute Resolution.

(a) Jurisdiction and Venue. The parties agree that any suit, action, or proceeding between Director (and his attorneys, successors, and assigns) and Company (and its affiliates, shareholders, directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to the Services or the termination of those Services shall be brought in either the United States District Court for the Central District of California or in a California state court in the County of Los Angeles Central District and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

8. Entire Agreement. This Agreement is intended to be the final, complete, and exclusive statement of the terms of Director's relationship solely with respect to his position as director with Company. This Agreement entirely supersedes and may not be contradicted by evidence of any prior or contemporaneous statements or agreements pertaining to Directors position. Agreements related to Director's ownership of the Securities are not affected by this Agreement.

9. Amendments; Waivers. This Agreement may not be amended except by a writing signed by Director and by a duly authorized representative of the Company other than Director. Failure to exercise any right under this Agreement shall not constitute a waiver of such right.

10. Assignment. Director agrees that Director will not assign any rights or obligations under this Agreement, with the exception of Director's ability to assign rights with respect to the Securities. Nothing in this Agreement shall prevent the consolidation, merger or sale of Company or a sale of all or substantially all of its assets.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

14. Binding Agreement. Each party represents and warrants to the other that the person(s) signing this Agreement below has authority to bind the party

to this Agreement and that this Agreement will legally bind both Company and Director. This Agreement will be binding upon and benefit the parties and their heirs, administrators, executors, successors and permitted assigns. To the

extent that the practices, policies, or procedures of Company, now or in the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Director's duties or

compensation not affect the validity or scope of the remainder of this Agreement.

15. Director Acknowledgment. Director acknowledges Director has had the opportunity to consult legal counsel concerning this Agreement, that Director has read and understands the Agreement, that Director is fully aware of its legal effect, and that Director has entered into it freely based on his own judgment and not on any representations or promises other than those contained

in this Agreement.

16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17. Date of Agreement. The parties have duly executed this Agreement as of the date first written above.

Immunotech Laboratories Inc.

a California corporation:

By: /s/ Ara Ghanime /s/ Harry H. Zhabilov

____________________ _____________________

Director of Immunotech

__________________

/s/ Dr. Roscoe Moore Jr.

EXHIBIT A

DESCRIPTION OF SERVICES

Responsibilities as Director. Director shall have all responsibilities of a Director of the Company imposed by California or applicable law, the Certificate of Incorporation, as amended, and Bylaws, as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:

1. Attendance. Use best efforts to attend scheduled meetings of Company's Board of Directors;

2. Act as a Fiduciary. Represent the shareholders and the interests of Company as a fiduciary; and

3. Participation. Participate as a full voting member of Company's Board of Directors in setting overall objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing management performance.

4. Represent the Company in scientific or trade conferences and shows as the benefit of the Company necessitates, approved and agreed upon by both parties and scheduled in advance.

EX-10.3 4 ex-10_3.htm AGREEMENT FOR MEMBER OF THE SCIENTIFIC ADVISORY COMMITTEE, JOEL L. ZIVE EX-10.3 Agreement for Member of the Scientific Advisory Committee, Joel L. Zive

AGREEMENT FOR MEMBER OF THE SCIENTIFIC ADVISORY COMMITTEE

THIS AGREEMENT is made and entered into effective as of July 7, , 2009 (the "Effective Date"), by and between Immunotech Laboratories Inc., a Nevada corporation, ("Company") and Joel L. Zive an individual ("Advisor").

1. Term.

2. Position and Responsibilities.

quasi-governmental authority, which are applicable to the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified.

The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty.

Advisor represents that, to the best of his/her knowledge, Advisor has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Advisor agrees to use his/her best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the Company. If, at any time, Advisor is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Advisor will promptly notify the Company of such obligation, prior to making such disclosure or taking such action.

3. Compensation and Benefits.

(a) Stock and Stock Options. Company acknowledges that in consideration of the services to be rendered under this Agreement, Company agrees to grant Advisor the following:

For each year of services rendered, 25,000 shares of the company's common stock, for a total of 75,000 common shares. The first year 25,000 shares are given to the Advisor up front. Upon the effective date of this agreement, the company will process the initial 25,000 rule 144 restricted shares, which shall be fully vested six months from the Effective Date. The remaining 50,000 shares will be given to the advisor as follows: 25,000 shares at the end of year two and 25,000 shares at the end of year three. In the event (i) of a merger, change in control or sale of Company or (ii) Advisor either is terminated as an Advisor or is not reappointed, where the Advisor has not engaged in conduct during his tenure on the board which would constitute "cause" for such termination, as determined by the Company, the Shares immediately shall become fully vested. "Cause" means a determination by Company that the Advisor has been engaged in any of the following: (i) malfeasance in office; (ii) gross misconduct or neglect; (iii) false or fraudulent misrepresentation inducing Advisor's appointment; (iv) willful conversion of corporate funds; (v) material breach of an obligation to make full disclosure; (vi) gross incompetence; (vii) gross inefficiency; (viii) acts of moral turpitude; or (ix) repeated failure to participate in agreed upon scientific or trade conferences, scientific and technical meetings or teleconferences despite having received proper notice of such at least 48 hours in advance thereof.

(d) Records. Advisor shall have reasonable access to scientific and technical information and data of Company, as necessary to enable Advisor to fulfill his/her obligations as an Advisor of Company.

4. Termination.

c) Effect of Termination as Advisor. Upon a termination of

cease, except as provided in Sections 1(b), 3(a), 3(b), 3(c) and 5.

5. Termination Obligations.

(c) The Company and Advisor agree that their obligations under this Section, as well as Sections 1(b), 3(a), 3(b), 3(c), 4(b), 4(c) and 7, shall survive the termination of this Agreement.

6. Nondisclosure Obligations.

7. Dispute Resolution.

such party. This Section is severable from the other provisions of this Agreement and survives any judgment and is not deemed merged into any judgment.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17. Date of Agreement. The parties have duly executed this Agreement as of the date first written above.

Immunotech Laboratories Inc.

a California corporation:

By: /s/ Ara Ghanime /s/ Harry H. Zhabilov

____________________ _____________________

Advisor of Immunotech

__________________

/s/ Joel L. Zive

EXHIBIT A

DESCRIPTION OF SERVICES

1. Attendance to conferences. to be agreed upon on a case by case basis, taking Into consideration additional compensation requirements covering time and material;

2. Act as a Scientific/Technical Advisor. Represent the interests of Company in all scientific, technical and business conferences and meetings, teleconferences and conduct presentations; and

3. Assist company in its efforts to raise private, institutional and governmental investments and grants.

4. Advise company for all scientific and technical issues and requirements in the process of taking Company's Inactivated Pepsin Fraction technology platform from pre-clinical studies, through the regulatory steps of all clinical trials.

EX-10.4 5 ex-10_4.htm WHITE COAT STRATEGIES LLC AGENCY AGREEMENT EX-10.4 White Coat Strategies LLC Agency Agreement

[WHITECOAT LOGO]

908 Pennsylvania Ave. SE, Suite B1

Washington, DC 20003

202 547-2880

AGENCY AGREEMENT

This Agreement is made this 6^th day of July, 2009, between WHITECOAT LLC, a Washington, DC company ("Agency") with offices at 908 Pennsylvania Ave. SE, Washington, DC and Immunotech Labs with offices in 116 W. Stocker Street, Glendale, California (“Client"). The parties agree as follows:

1. Agency shall study Client's products, markets, policies and objectives, and communicate opportunities for public relations or publicity programs to Client. At Client's request, Agency shall plan, develop and execute public relations and publicity plans and programs and before the release of any materials, Agency shall submit materials to Client for prior approval.

2. (a) Agency and Client agree to a “retainer” based on the following breakdown:

Upon signing of the contract Agency will have the option of acquiring thirty three thousand (33,000) rule 144 restricted shares at fifty (50) cents a share.

After three (3) months from signing the contract Agency will have the option of acquiring thirty three thousand rule 144 restricted shares (33,000) at fifty (50) cents a share.

After three (6) months from signing the contract Agency will have the option of acquiring thirty four thousand rule 144 restricted shares (34,000) at fifty (50) cents a share.

The options and option price will be fully vested in consideration for work provided as described in this section. Work includes counseling on the message strategy that will most likely result in media coverage, media outreach, press release writing, alliance building with key stakeholders who can advocate on behalf of Client, and other traditional PR activities.

(b) This agreement is subject to review after 12 months, and may be revised in accordance with both Agency's profit objective and Client's program requirements upon mutual agreement of the parties.

(c) Large, specific projects like create a brochure or development of a new Website require a “work order.” The work order protects both parties by agreeing to specific costs in advance, and require signatures from Agency and Client. Unless otherwise noted on a Client signed work order,” monthly invoices for work completed will be rendered within 5 days of the last day of each month and will be due and payable on receipt, and no more than 30 days from when they were received by Client. All approved work orders will be paid in cash or an agreed upon financial transfer, Section (2d and 3) of this agreement will be paid accordingly as well.

(d) Postage, express mail and other charges in the shipping of copy, orders, prints and other materials to the Client, faxes to the Client, on-line and telephone charges to the Client, traveling to or on behalf of the Client, Web site and video production, and duplicating for Client, will be billed at net cost to Client. Client may be billed directly by Agency vendors for approved expenses greater than US$1,000. This payment arrangement, and prompt payment of Agency invoices (within 30 days), alleviates any Agency need to “mark-up” out of pocket expenses.

3. Client reserves the right to cancel or reject the plans or schedules after they have been approved by the client, but, in that event, agrees to reimburse Agency for reasonable expenses incurred in the preparation of the cancelled project. Client indemnifies and holds Agency harmless for all costs and expenses related to cancelled projects that have been previously approved by Client.

4. Any invoice that remains unpaid for a period of 30 days from the date Client receives Agency's invoice shall be subject to an interest charge of 1.5 % per month until the invoice is paid in full. The interest rate shall continue to accrue on the unpaid balance following any judgment that may be entered in favor of Agency.

5. Client shall pay agency per section 2 of this agreement. If at any time this contract is terminated by either party, the remaining funds not already expended by the Agency at the time of notification of cancellation by the Client shall be returned to Client.

6. (a) Client shall indemnify, defend and hold harmless Agency from any damages, claims, costs and expenses (including attorney's fees) asserted against Agency arising from Client's breach of this Agreement or from any advertising, public relations or promotional materials, or commercial data or materials, furnished to Agency by Client or from the negligent or willful acts of Client. This indemnification shall extend to all claims including the claims resulting from the use or consumption of Client's products in market testing or in general public usage. Notwithstanding the foregoing, Agency reserves the right to participate in the defense of any claim with its own counsel, at Agency's sole cost and expense. This indemnification shall not cover punitive, consequential or incidental damages, including, without limitation, loss of profits other than loss of profits relating to this Agreement.

(b) Agency shall indemnify, defend and hold harmless Client from any damages, claims, costs and expenses (including attorneys' fees) asserted against Client arising from Agency's breach of this Agreement or from any advertising, public relations or promotional materials, or commercial data or materials, furnished to Client by to Agency or from the negligent or willful acts of Agency. Notwithstanding the foregoing, Client reserves the right to participate in the defense of any claim with its own counsel, and at Client's sole cost and expense. This indemnification shall not cover punitive, consequential or incidental damages, including, without limitation, loss of profits other than loss of profits relating to this Agreement.

7. This Agreement shall continue until terminated by either party upon sixty (60) days' prior written notice, and during that sixty day period, the rights, duties and responsibilities of Agency, and the obligations of Client, shall continue in full force and effect except that upon a breach of this Agreement, the other party may terminate immediately upon written notice to the breaching party. Upon termination, Client agrees to compensate Agency for work performed and expenses incurred prior to the date of termination.

8. This Agreement shall be construed in accordance with the laws of the District of Columbia, U.S., without regard to the law of conflicts of law and without regard to any rule of interpretation relating to which party drafted this Agreement.

9. All disputes arising out of or relating to this Agreement shall be decided by arbitration in Washington, DC, in accordance with the Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrator shall be final and judgment may be entered in accordance with applicable law in any court having jurisdiction. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The demand for arbitration shall be made within two (2) years after the dispute in question has arisen. If any action is necessary to enforce any of the terms of this Agreement, the prevailing party shall be entitled to receive from the other party all costs and fees, including reasonable attorneys' fees, and interest at the rate set forth in this Agreement.

10. This Agreement constitutes the entire understanding between the parties superseding all previous agreements, representations and warranties regarding the subject matter, whether oral or written, and this Agreement can only be amended in writing signed by both parties. No statement was made by any party to induce the other party to enter into this Agreement, which is not set forth in this Agreement.

11. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which taken together shall constitute one agreement. A facsimile copy of a signature on this Agreement may serve as an original.

12. The parties agree to use their best efforts, and act in good faith, in performance of their obligations under this Agreement, and to take any and all steps as are necessary to fulfill their obligations under this Agreement.

13. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid, the provision shall be modified to the extent necessary to make it valid and enforceable and to the extent of any remaining unenforceability or invalidity shall have no effect on the remaining provisions of this Agreement.

CLIENT: AGENCY:

By: ___________ By: ________________________

Ara Ghanime David H. Sheon

Immunotech Laboratories, Inc. WHITECOAT Strategies, LLC

July 6, 2009 July 6, 2009

By: ___________

Harry Zhabilov

Immunotech Laboratories, Inc.

July 6, 2009

EX-10.5 6 ex-10_5.htm MASTER AGREEMENT FOR PROFESSIONAL SERVICES EX-10.5 Master Agreement for Professional Services

THIS MASTER AGREEMENT (“the Agreement”) sets forth the terms and conditions of services to be provided by Symbion Research International, Inc., a California corporation with its principal place of business located at 3537 Old Conejo Road, Suite 115, Newbury Park, CA 91320, hereinafter referred to as “Symbion”, to Immunotech Laboratories, with its principal place of business located at 116 West Stocker Street, Glendale, CA, 91202, hereinafter referred to as “Client.” This Agreement is made effective as of the 30th day of July 2009 by and between Symbion and Client.

In consideration of the payments to be made and services to be performed hereunder, the parties hereto agree as follows:

1. OVERVIEW OF AGREEMENT

1.1 This Agreement provides the terms and conditions on which Symbion will provide the services, functions and responsibilities described in this Agreement and the project agreements to be performed by Symbion for Client (the “Services”).

1.2 Symbion will perform the Services through individual project agreements which will be authorized by the issuance of a project agreement in substantially the form attached as Exhibit A, and signed by an authorized representative of both Parties (a “Project Agreement”).

2. SERVICES

2.1 Project Agreements.

2.1.1 Each Project Agreement executed under this Agreement will be a part of this Agreement as if fully included within its body. In the event of any conflict between the body of this Agreement and any Project Agreement, the terms and conditions of the Agreement shall prevail and govern.

2.1.2 Unless otherwise agreed by the Parties, each Project Agreement will include: (i) a description of the Services to be performed by Symbion thereunder; (ii) Client’s responsibilities relating to Symbion’s performance of the Services thereunder; (iii) a list of significant tasks to be completed, including, without limitation, applicable commencement and completion dates or expected project duration; (iv) a listing of any materials and other items that Symbion will deliver to Client hereunder (“Work Product”), including, without limitation, any applicable delivery dates and any specifications, templates and/or formats to which the Work Product is required to materially conform; (v) a listing of any data or other information to be submitted by Client to Symbion, including any applicable submission dates and any instructions, specifications, templates and/or formats governing the submission of such data or other information; (vi) method of compensation to Symbion (e.g., time and materials, fixed price or otherwise) and other appropriate pricing terms; and (vii) any other information or provisions the Parties agree to include.

2.2 Performance of the Services.

(a) Symbion agrees to supply and deliver the Work Product and perform the Services specified in the Project Agreement(s) in a professional manner and in accordance with this Agreement and the Project Agreement(s). Notwithstanding the foregoing, Client acknowledges that Symbion’s ability to perform will require Client to timely perform certain tasks and provide certain tangible and intangible items. Client hereby agrees to perform its obligations hereunder, and the parties acknowledge that Client’s failure to perform such obligations may adversely affect Symbion’s ability to meet its performance obligations under the conditions contemplated by the Project Agreement. The parties hereby agree to negotiate in good faith to arrive at an equitable adjustment to the fees payable under a Project Agreement and the terms of this Agreement to compensate Symbion for such additional effort and costs directly caused by Client’s delay. In addition, Symbion shall not be deemed to be in default under this Agreement for any delays or failure to meet its obligations if based on Client’s actions, omissions or failure to meet its performance requirements.

(b) Either Party may propose changes to the scope of Services provided by Symbion under any particular Project Agreement. Symbion will analyze each such request and provide a written report to Client on its feasibility and the effect, if any, that such change will have on the cost of performing the Services and schedule for completing the Services. Proposed changes shall be effected through written change orders which shall constitute amendments to this Agreement and the applicable Project Agreement (“Change Orders”).

3. PROPRIETARY RIGHTS

3.1 Except as set forth under “Background Technology” below, Symbion hereby assigns its entire right, title and interest in the Work Product to Client. The parties further acknowledge and agree that absent Client’s full and timely payment(s) to Symbion for all fees and expenses due, the Work Product, and any intellectual property rights related thereto, shall be, and shall remain, the sole property of Symbion, and Client shall have no rights therein or thereto. Symbion shall not have the right to disclose or transfer to any third party the Work Product. However, nothing in this Agreement shall prohibit or limit Symbion’s use of ideas, concepts, know-how, methods, code, techniques, skill, knowledge and experience that were used, developed or gained in connection with this Agreement or any Project Agreement, except with regard to any confidential information of Client.

3.2 Symbion may include in the Work Product certain methodologies, development tools, routines, objects, subroutines and other programs, data and materials developed or licensed by Symbion outside of this Agreement and the Project Agreements hereunder (the “Background Technology”). Symbion shall retain any and all rights Symbion may have in the Background Technology. Symbion hereby grants to Client an irrevocable, non-exclusive, perpetual, fully paid-up worldwide license to use, execute, reproduce, display, perform, distribute internally and make modifications and/or improvements to the Background Technology. However, Client shall not license, sub-license, resell, transfer or make other commercial use of the Background Technology, or any portion thereof, without Symbion’s written consent. Notwithstanding the foregoing, Symbion is not providing Client with any license or right to use the clinical data management (if applicable) or other third party software used by Symbion to create the Work Product or other intellectual property developed in connection with this Agreement or the Project Agreement(s).

4. COMPENSATION AND PAYMENT TERMS

4.1 Payment. Symbion shall be paid for the Services as set forth in the applicable Project Agreement. Client shall also reimburse Symbion for all out-of-pocket expenses (including but not limited to airfare, ground transportation, hotel, meals, etc.) reasonably incurred by Symbion or any officers, employees, or agents of Symbion in connection with performing services under this Agreement or any Project Agreement. Client shall reimburse Symbion for all other reasonable expenses actually incurred which are incidental to the services performed hereunder and which have been approved in advance by Client. Travel costs and other expenses claimed must be itemized in Symbion’s monthly invoice to Client.

4.2 Payment Terms.

(a) All invoices shall be due upon receipt by Client. Any payment that is not paid within thirty (30) days of its due date will accrue interest at a rate of 1.5% per month from the due date until paid. In addition, Client agrees to pay and indemnify Symbion for any costs, including legal and other collection fees, incurred by Symbion in the course of collecting past due amounts through any third party collection services retained by Symbion to collect unpaid, past due amounts under this Agreement.

(b) If Client disputes any invoice, or any charge or amount on any invoice or any charge for Services, and such dispute cannot be resolved promptly through good faith discussions between the Parties, Client will pay the amounts due under the applicable Project Agreement, less the disputed amount, provided that Client and Symbion will diligently proceed to work together to resolve any disputed amount.

5. CONFIDENTIAL INFORMATION

5.1 Each party acknowledges that in the course of performing this Agreement it may be furnished with, receive, or otherwise have access to information of or concerning the other party which the other party considers to be confidential, proprietary, a trade secret or otherwise restricted. When used in this Agreement, “Confidential Information” shall mean any information furnished or made available directly or indirectly by a party: (i) in any format that is labeled or otherwise designated as confidential, proprietary, a trade secret or with a similar designation; or (ii) that relates to such party’s trade secrets, inventions, discoveries, processes, methods and techniques, ideas, know-how or regarding such party’s products and services (including, without limitation, pricing therefor), proprietary software, research & development, business plans, marketing plans, strategies, finances, customers and suppliers whether or not such information is labeled as confidential.

5.2 All Confidential Information furnished by a party to the other in the course of performing under this Agreement shall remain the property of and be deemed proprietary to the disclosing party. Each party agrees: (i) to receive such Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the disclosing party; (ii) to accord such Confidential Information at least the same level of protection against unauthorized use or disclosure that the receiving party customarily accords to its own confidential, proprietary or trade secret information of a like nature, but in no event less than reasonable care; and (iii) to use such Confidential Information solely and exclusively for the purposes of and in accordance with the terms of this Agreement.

5.3 Notwithstanding the foregoing, neither party shall be liable for disclosure of any particular Confidential Information of the disclosing party if the same: (i) is in the public domain at the time of its disclosure or thereafter enters the public domain through no fault of the receiving party; (ii) is or becomes known to the receiving party on a non-confidential basis without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (iv) is legally required to be disclosed (provided that the receiving party

promptly informs the disclosing party of the requirement and affords the disclosing party a reasonable opportunity to resist the required disclosure).

5.4 The provisions of this Section 5 shall survive the termination or expiration of this Agreement for any reason. Promptly following the termination or expiration of this Agreement for any reason, and as the disclosing party elects, the receiving party shall either destroy or deliver to the disclosing party all Confidential Information of the disclosing party in the receiving party’s possession, custody or control in whatever form held (including without limitation all documents or media containing any of the foregoing and all copies, extracts or embodiments thereof). Notwithstanding the foregoing, Symbion may retain a copy of certain Confidential Information related to the Project Agreement(s) for its legal archives and regulatory audits.

5.5 Nothing contained in this Section 5 shall be construed as obligating the disclosing party to disclose its Confidential Information to the receiving party, or as granting to or conferring on the receiving party, expressly or impliedly, any rights or license to the Confidential Information of the disclosing party.

6. WARRANTIES, INDEMNITIES, LIMITATION OF LIABILITY

6.1 Warranties.

(a) Symbion warrants that it owns or has the rights necessary to grant to Client the rights to the Work Product in accordance with the terms of this Agreement and the associated Project Agreements.

(b) Client warrants that it owns or has the rights necessary to grant to Symbion access to its intellectual property in accordance with the terms of this Agreement and the associated Project Agreements.

(c) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.2 Indemnities. Each party (the “Indemnifying Party”) agrees to defend at its expense and indemnify and hold harmless the other party (the “Indemnified Party”) and its partners, affiliates, employees, agents, representatives, independent contractors, successors and assigns from any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable legal fees and expenses) arising from or in connection with: (i) the death or bodily injury of any person caused by the negligence or willful misconduct of the Indemnifying Party; or (ii) the damage, loss or destruction of any real or tangible personal property caused by the negligence or willful misconduct of the Indemnifying Party.

6.3 Limitation of Liability.

(a) SUBJECT TO SECTION 6.3(c) BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE, ONE TO THE OTHER, FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT.

(b) SUBJECT TO SECTION 6.3(C) BELOW, EACH PARTY’S TOTAL LIABILITY TO THE OTHER, WHETHER IN CONTRACT OR IN TORT (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL DOLLAR AMOUNTS PAID OR PAYABLE TO SYMBION UNDER THE PROJECT AGREEMENT THAT GAVE RISE TO SUCH LIABILITY.

(c) The limitations set forth in Sections 6.3(a) and 6.3(b) shall not apply with respect to: (i) damages to person and/or tangible property occasioned by the willful misconduct or gross negligence of a party; (ii) claims that are the subject of indemnification pursuant to Section 6.2 above; and (iii) either party’s breach or alleged breach of its confidentiality obligations under Section 5 of this Agreement.

7. TERM AND TERMINATION

7.1 Term. The term of this Agreement will commence on the Effective Date and, unless terminated sooner pursuant to the provisions of this Section 7, continue for a period of two (2) years. Thereafter, the term of this Agreement may be renewed by mutual agreement of the Parties. In the event this Agreement expires and there are outstanding Project Agreement(s) at the time of such expiration, this Agreement shall continue in full force and effect until the Services under all outstanding Project Agreement(s) are complete.

7.2 Termination.

7.2.1 This Agreement and/or any Project Agreement(s) issued under it may be terminated for any reason by either Party upon sixty (60) days written notice to the other Party or by either Party by written notice to the other Party in the event such other Party materially breaches any of its material obligations as set forth in this Agreement and/or any Project Agreement(s) issued under it and fails to cure such breach within thirty (30) days after written notice thereof from such notifying Party.

Should this Agreement and/or any Project Agreement be terminated under this Section 7.2.1, Client and Symbion shall make good faith efforts to reach mutual agreement on the Services necessary to close out such Project Agreement. If Client plans to continue the Project specified in the Project Agreement, Symbion shall assist in smoothly transferring the conduct of the Project to Client or its designate. If the Project is a clinical study, Client and Symbion shall cooperate to terminate the Project in a manner which both recognizes the interests and welfare of the study subjects and is designed to be safe for the subjects enrolled in the study and also is consistent with Good Clinical Practices and in compliance with all applicable laws, regulations and rules.

7.2.2 If this Agreement or any Project Agreements(s) issued thereunder are terminated by Client pursuant to this Section 7.2, Client will be entitled to retain the Work Product only to the extent paid for by Client.

7.2.3 In the event of termination of this Agreement and/or any Project Agreement(s) issued under it pursuant to this Section 7.2, Client will pay Symbion for all Services performed under this Agreement (where the Agreement is terminated) or the terminated Project Agreement(s) (inclusive of Work Product provided thereunder), through the effective date of termination, plus expenses incurred through the effective date of termination. Further, Client shall also pay Symbion for its costs and expenses associated with any un-cancelable commitments incurred on behalf of Client prior to the termination date of the Agreement or the applicable Project Agreement.

7.3 Survival. Provisions of this Agreement, which by their express terms or context impose continuing obligations on the Parties, will survive the expiration or termination of this Agreement for any reason.

8. OTHER TERMS

8.1 No Conflicts. The Parties acknowledge and agree that each Party has the power and the authority to enter into this Agreement and to perform its obligations hereunder and have not entered into any other agreements that would conflict with the Services to be performed herein and, upon execution and delivery hereof, this Agreement shall constitute the valid and binding obligations of the Parties, enforceable in accordance with its terms.

8.2 Governing Law. Any dispute or controversy between the Parties relating to or arising out of this Agreement or any amendment or modification thereof, shall be governed by the laws of the State of California.

8.3 Entire Agreement. This Agreement, and the attached Project Agreement(s) contain the full and complete understanding of the Parties and supersede all prior agreements and understandings between the Parties with respect to the entire subject matter hereof. Only a written instrument signed by an authorized representative of each Party may amend this Agreement. This Agreement is the result of arm’s length negotiations between the parties and shall be construed to have been drafted by all Parties such that any ambiguities in this Agreement shall not be construed against either Party. This Agreement shall not constitute, give effect to, or otherwise imply, a joint venture, partnership, agency or formal business organization of any kind. No waiver, delay or discharge by a Party will be valid unless in writing and signed by an authorized representative of each Party. Neither the failure of either Party to exercise any right of termination, nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default. If any provision of this Agreement is declared invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired, and the Parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that reflects the original intentions of the Parties as nearly as possible in accordance with applicable law.

8.4 Notice. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be deemed to have been duly given: (i) three (3) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, confirmed by the specific addressee, with a copy of such facsimile promptly sent by another means specified in this section; or (iii) when delivered if delivered personally or sent by express courier service. All notices will be sent to the other Party at its address as set forth on the first page of this Agreement.

8.5 Force Majeure. Either Party’s performance will be excused, if and to the extent reasonably necessary, in the event that an act of God, war, civil commotion, terrorism, fire, explosion, or other force majeure event that occurs without the fault or negligence of the non-performing Party and prevents timely performance under the Agreement.

8.6 Work with Competitors. Symbion and Client agree that during the term of this Agreement, or any extension or renewal thereof, Symbion may contract for work with other persons, firms, or corporations engaged in the same or similar business as that of Client, provided that Symbion does not disclose or use the confidential information of Client.

8.7 Non-Solicitation. The Parties each agree not to knowingly solicit for employment, employ (either as an employee or an independent contractor) or otherwise contract with any employee, agent or independent contractor of the other party during performance of this Agreement and for a period of one (1) year after termination of this Agreement without the other party’s written consent.

8.8 Execution in Counterparts. This Agreement may be executed in one or more counterparts including facsimile or electronic mail copies, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. A signature transmitted by facsimile or electronic mail shall be as binding and effective as an original.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized representatives.

IMMUNOTECH SYMBION

Immunotech Laboratories Symbion Research International, Inc.

By: ____________________________ By: __________________________

Harry Zhabilov Peggy C. Pence, PhD, RAC

Title: Vice Chairman, Secretary & Title: President and CEO

Chief Scientific Officer

Date: _ Date:

Exhibit A

Master Services Agreement Project Agreement Form

PROJECT AGREEMENT No. _____

This Project Agreement Number ____, together with the attached Master Services Agreement between SYMBION RESEARCH INTERNATIONAL, INC. (“Symbion”) and IMMUNOTECH LABORATORIES (“Client”) (the “Agreement”), contain the full and complete understanding of the Parties and supersede all prior agreements and understandings between the Parties with respect to the entire subject matter of this Project Agreement. Only a written instrument signed by an authorized representative of each Party may amend this Project Agreement.

All capitalized terms not defined herein will have the meanings given them in the Agreement.

1. Term.

2. Services to be Performed.

Symbion will perform the tasks and responsibilities described below:

3. Work Product and Schedule of Performance.

4. Compensation.

Method: [check one]

	Time and Materials Basis:
	Rates for professional fees shall be as set forth below.
	Fixed Price Basis. Fixed Price, as follows:

	Other Basis. [Specify method of compensation.]

In addition to the foregoing, Client will make an advance payment to Symbion in the amount of $_____; this retainer amount will be applied against billing for services executed under this Agreement at the time of Symbion’s final invoice(s). The final invoice(s) for services rendered and expenses incurred will reconcile the advance payment with balance due from Client. Upon the termination of this Project Agreement, in the event that the sum of payments received by Symbion exceeds the cost of all services completed and associated expenses (due to the retainer), Symbion will return any overpayment to Client.

5. Additional Resources and Responsibilities of Symbion.

6. Additional Resources and Responsibilities of Client; Other Assumptions.

7. Other Provisions.

The terms of this Project Agreement are agreed to by:

IMMUNOTECH	Immunotech Laboratories	SYMBION	Symbion Research International, Inc.
By:	Harry Zhabilov	By:	Peggy C. Pence, PhD, RAC
Signature		Signature
Title:	Vice Chairman, Secretary & Chief Scientific Officer	Title:	President and CEO

PROJECT AGREEMENT No. 1

This Project Agreement Number 1, together with the attached Master Services Agreement between SYMBION RESEARCH INTERNATIONAL, INC. (“Symbion”) and IMMUNOTECH LABORATORIES (“Client”) (the “Agreement”), contain the full and complete understanding of the Parties and supersede all prior agreements and understandings between the Parties with respect to the entire subject matter of this Project Agreement. Only a written instrument signed by an authorized representative of each Party may amend this Project Agreement.

All capitalized terms not defined herein will have the meanings given them in the Agreement.

1. Term.

Same as the Agreement.

2. Services to be Performed.

Symbion will perform the tasks and responsibilities described below:

General consulting services outside the scope of additional Project Agreement(s), including, but not limited to, strategic product development planning, regulatory affairs, clinical development, scientific or technical writing.

3. Work Product and Schedule of Performance.

To be determined (TBD) and mutually agreed as consulting services are requested by Client.

4. Compensation.

Method: [check one]

X	Time and Materials Basis:
	Rates for professional fees shall be as set forth below. Symbion will invoice Client for consulting services at a rate of $85 per hour for project coordinator, $100 per hour for research associate, $150 per hour for project manager, $200 per hour for associate director and director level staff, and $250 per hour for senior director and vice president level staff and $275 per hour for the President/CEO. These rates may be reviewed periodically and renegotiated if necessary to cover increases in salaries/professional fees resulting from cost-of-living/periodic salary/fee increases. Any change in consulting rates must be agreed in writing by both Parties.
	Fixed Price Basis. Fixed Price, as follows:

	Other Basis. [Specify method of compensation.]

In addition to the foregoing, Client will make an advance payment to Symbion in the amount of $2,000; this retainer amount will be applied against billing for services executed under this Agreement. Client will be required to replenish the retainer to this minimum amount on a monthly basis and maintain the retainer amount at this minimum balance only if Client fails to pay one or more invoice(s) on time. In the event the latter occurs, the final invoice(s) for services rendered and expenses incurred will reconcile the advance payment with balance due from Client. Upon the termination of this Project Agreement, in the event that the sum of payments received by Symbion exceeds the cost of all services completed and associated expenses (due to the retainer), Symbion will return any overpayment to Client.

5. Additional Resources and Responsibilities of Symbion.

Not applicable.

6. Additional Resources and Responsibilities of Client; Other Assumptions.

Not applicable.

7. Other Provisions.

Not applicable.

The terms of this Project Agreement are agreed to by:

IMMUNOTECH	Immunotech Laboratories	SYMBION	Symbion Research International, Inc.
By:	Harry Zhabilov	By:	Peggy C. Pence, PhD, RAC
Signature		Signature
Title:	Vice Chairman, Secretary & Chief Scientific Officer	Title:	President and CEO

Table of Contents

Table of Contents

Table of Contents

Date: _ Date:

Exhibit A

PROJECT AGREEMENT No. 1

Table of Contents

Table of Contents

Table of Contents

Date: ___________________________ Date: __________________________

Exhibit A

PROJECT AGREEMENT No. 1

Date: _ Date: