8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2013

PHARMA INVESTING NEWS, INC.

(Name of Small Business Issuer in its charter)

Nevada	32-0337695
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)
9107 Wilshire Blvd. Suite 450 Beverly Hills, California	90210
(Address of principal executive offices)	(Zip Code)

1-888-267-1175

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 1.01

Entry into a Material Definitive Agreement.

On December 13, 2013, Pharma Investing News, Inc. (the “Company”) entered into a five-year management agreement with Mr. Raymond Dabney for acting as managing consultant for the Company.  Under the agreement, Mr. Dabney is to receive compensation of $10,000 per month for the first three months (December 2013, January 2014, and February 2014) and $23,333 per month for the nine months thereafter  through to the end of the first year of service under this Agreement, considered to be November 30, 2014.  Mr. Dabney shall also receive 1,000,000 Rule 144 restricted common shares of the Company common stock, followed by payment one year following the signing of the Agreement (considered November 30, 2014) of an identical stock bonus of an additional 1,000,000 Rule 144 restricted common shares of the Company common stock.  The estimated fair value of the initial stock compensation package to Mr. Dabney is $2,000,000, based on the closing price of $2.00 per share for the Company’s stock on December 12, 2013.  A Black-Scholes model will be used to verify the fair market value of the stock compensation under U.S. GAAP.

In addition to the Agreement above, the Company incorporates by reference the information contained in Items 5.01 and 5.02 of this current report on Form 8-K.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On December 13, 2013,. the Companyentered into aTake Over Agreement(“TOA”) (Exhibit 99.1) with Immunoclin Limited (“IMC”), and England and Wales Corporation, to acquire 100%of the issued and outstanding shares of IMC from its founder and sole shareholder, Dr. Dorothy Bray, including all of its assets and liabilities (“Assets”), in exchange for the issuance of 10,000,000 shares of the Company’s common stock, with a fair market value of $20,000,000, based on the closing price of the Company’s stock on December 12, 2013.  

Immunoclin Limited is a healthcare company founded in 2000 with headquarters in the United Kingdom and laboratories in central Paris, established initially to address a range of specialized, commercially-focused immunology consulting, testing and assessment, in the context of R&D clinical services.  IMC’s advanced immunology research and development skills serve the pharmaceutical, biotechnology and food industries, providing comprehensive, clinical and basic science research expertise at a commercial scale and quality.  IMC’s patented technology and products include, but are not limited to: MIRA™, GARD™, PRIMALEUKIN™, and DACTELLIGENCE™.

Assets acquired by the Company from IMC include but are not limited to:

(i)

Brands, trademarks, trade-names, and designs

(ii)

Websites and content

(iii)

Client Base

(iv)

Facilities

(v)

Capital Assets

(vi)

Hardware and Software

(vii)

Research and Development

(viii)

Intellectual Property, including Patents as per attached list

(ix)

Internal Systems

(x)

All other contracted rights, properties, patents, trademarks, and distribution rights and agreements.

The future business and operations of the Company will be that of IMC along with expanding its immunology, pharmaceutical,biotechnology, medical device, and otherrelated business consulting and ventures.

The acquisition of IMC by the Company is deemed to be significant and exceeds 10% of the total assets of the Company with $20,000,000 stock acquisition and consideration paid to acquire the business and assets of IMC under the TOA through a share exchange.  As a result, the Company will file required financial statements and information as required under Regulation S-X as described in Item 9.01 of this Form 8-K.

Item 3.02

Unregistered Sales of Equity Securities

The Company incorporates by reference the information contained in Items 1.01, 5.01 and 5.02 of this current report on Form 8-K.

Item 3.03

Material Modification to Rights of Security Holders.

On December 18, 2013, the Company filed a Certificate of Amendment with the Nevada Secretary of State to enact the following changes to its Articles:

Change the Company’s name toImmunoClin Corporation.

Divide the ten million (10,000,000) shares of Preferred Stock previously authorized as follows:

Preferred Stock (current class).  The total number of authorized Preferred Stock shall be nine million (9,000,000) shares, with the par value of $0.001 per share and one (1) vote per share.

Series A Preferred Stock (new class).  The total number of authorized Series A Preferred Stock shall be one million (1,000,000) shares, with par value of $0.001 per share and one thousand (1,000) votes per share.

Item 5.01

Changes in Control of Registrant.

Pursuant to the December 13, 2013 TOA between IMC and the Company as described in Item 2.01 of this Form 8-K, Dr. Dorothy Bray received 10,000,000 common shares of the Company with a fair market value of $20,000,000, through a share exchange for 10,000,000 issued and outstanding shares of IMCof which Dr. Bray was the sole shareholder and controlling party.   Dr. Bray’s stockholdings represent 49.1% of the issued and outstanding shares of the Company as of December 13, 2013, exclusive of new common stock issuances pending under management agreements.

On December 13, 2013, pursuant to a Control Shareholder Agreement (Exhibit 10.1), the following Control Parties contracted with the Company to provide Control Services in an executive capacity:

Castor Management Services, Inc. (“Castor”) or its assignsis to be issued 500,000 share Series A Preferred stock.

BHD Holding BV(“BHD”) or its assignsis to be issued 370,000 share Series A Preferred stock.Dr. Dorothy Bray, Director and CEO/President of the Company, owns and controls BHD.

Khadija Benlhassan-Chahouror her assigns is to be issued 100,000 share Series A Preferred stock.

CSJ Group LLCor its assigns is to be issued 30,000 share Series A Preferred stock.  Chad S. Johnson, Esq., Director, General Counsel, and Chief Operating Officer of the Company, owns and controls CSJ Group LLC.

Pursuant to the Control Shareholder Agreement, Castor and BHD maintain 50% / 50% control over voting matter of the Company, as if Castor's and BHD's cumulative two votes were a unanimous vote of all controlling shares.

Each share of Series A Preferred stock has one thousand (1,000) votes per share pursuant to the amended articles filed with the Nevada Secretary of State on December 18, 2013 as described in Item 5.03 of this Form 8-K.

Effective Changes of Control

As a result of the aforementioned Control Shareholder Agreement and new issuances pursuant to management and bonus agreements (exhibits 10.2 through 10.5) the following changes in control occurred:

Castor Management Services, Inc.’s voting control of common shares changed from 96.5% and is now 49.55%.

BHD Holding BV’s voting control of common shares is now 49.55%.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 8, 2013, Robert Kane resigned as President, CEO, Principal Executive Officer, Treasurer and Director.

On November 8, 2013, Chad S. Johnson was appointed interim President, CEO, Principal Executive Officer and Treasurer.

On December 13, 2013, Dr. Dorothy Bray was appointed a director and CEO/President under pursuant to a five-year management agreement with the Company.  Under the agreement, Dr. Bray is compensated $10,000 per month for the first three months (December 2013, January 2014, and February 2014) and $23,333 per month for the nine months thereafter through to the end of the first year of service under the agreement, considered to be November 30, 2014.  Dr. Bray shall also receive 1,000,000 Form S-8 common shares of the Company common stock and 1,000,000 Rule 144 restricted common shares of the Company common stock, followed by payments one year following the signing of the Agreement (considered November 30, 2014) of an identical stock bonus of an additional 1,000,000 Form S-8 common shares of the Company common stock and 1,000,000 Rule 144 restricted common shares of the Company common stock.  The estimated fair value of the initial stock compensation package to Dr. Bray is $4,000,000, based on the closing price of $2.00 per share for the Company’s stock on December 12, 2013.  A Black-Scholes model will be used to verify the fair market value of the stock compensation under U.S. GAAP.

Dr. Dorothy Bray shall remain as president and director of the Company’s wholly-owned subsidiary Immunoclin Limited.

Dr. Dorothy Bray is British, a 1978 graduate of one of the oldest universities in the world, the Jagiellonian University in Cracow, Poland. She holds a Ph.D. degree from The University of London, United Kingdom. After her Fellowship at the Polish Academy of Sciences, in 1981 Dr. Bray received a position at the ARC Institute of Animal Physiology, Babraham, Cambridge, in the United Kingdom working in neuropharmacology. In 1985 she received Churchill Fellowship to study medicinal plants in Africa and subsequently continued the research on medicinal plants at the School of Pharmacy and The London School of Hygiene and Tropical Medicine till 1989 when she received the Royal Society grant to study immunology at the Orsay University in Paris, France. She became a Research Fellow at the Royal Free Hospital School of Medicine in London, UK in 1990 and joined pharmaceutical industry in 1993 to work in key developed and emerging markets in infectious diseases and to develop collaborations with academia  governmental and non- government organizations worldwide. Since 1993 Dr. Bray served as a Principal Clinical Research Scientist at Antivirals Wellcome Foundation, Senior Medical Strategy Head, International Medical Affairs, Glaxo WellcomeInc, USA and UK a Senior Clinical Program Head of HIV and Opportunistic Infections for GlaxoSmithKline and also as Global Director of HIV Research for GlaxoSmithKline. Since 2000 she has been participating as a scientific advisor in multiple projects to enhance health systems in emerging economies in Africa and Latin America.  In 2002, she founded IMMUNOCLIN which now has a diverse R&D portfolio and is working on personalized approach to medicine and nutrition to develop novel solutions to manage ageing society. In addition to her industrial activities, between 2004 and 2011, Dr. Bray served as a Member of the Scientific Staff and the Head of Scientific Business Development of The Medical Research Council Clinical Trials Unit in the UK.  She currently holds the honorary Senior Lecturer position at the Royal Free School of Medicine, University of London in London and continues to serve as the European Commission's Scientific Expert.

There are no arrangements or understandings between Dr. Bray and any other person pursuant to which he was selected as an officer or director.  There are no family relationship between Dr. Bray and any of our officers or directors.  Dr. Brayalso serves as a director and officer of Cannabis Science, Inc. and Endocan Corporation, both publicly traded corporations.

On December 13, 2013, Mr. Chad S. Johnson entered into a five-year management agreement with the Company for acting in the capacities of Chief Operating Officer, General Counsel, Secretary and Director.   Under the agreement, Mr. Johnson is compensated $10,000 per month for the first three months (December 2013, January 2014, and

February 2014) and $15,000 per month for the nine months thereafter through to the end of the first year of service under the agreement, considered to be November 30, 2014.  Mr. Johnson shall also receive 1,000,000 Rule 144 restricted common shares of the Company common stock, followed by payment one year following the signing of the agreement (considered November 30, 2014) of an identical stock bonus of an additional 1,000,000 Rule 144 restricted common shares of the Company common stock.  The estimated fair value of the initial stock compensation package to Mr. Johnson is $2,000,000, based on the closing price of $2.00 per share for the Company’s stock on December 12, 2013.  A Black-Scholes model will be used to verify the fair market value of the stock compensation under U.S. GAAP.

On December 13, 2013, Chad S. Johnson resigned as president and Chief Financial Officer, Principal Accounting Officer and remains as Director, General Counsel, Secretary, and Chief Operating Officer of the Company.

Mr. Chad S. Johnson, a native Kansan, is a June 1989 graduate of Harvard with a concentration in economics and a June 1992 graduate of Harvard Law School.  After a federal clerkship, Mr. Johnson worked as a financial institutions mergers, acquisitions and regulatory attorney for Skadden Arps Slate Meagher & Flom LLP from November 1993 through October 2000, and has sound background and experience in corporate, regulatory, advocacy, and non-profit law.  In May 2000, he began full-time with the Gore/Lieberman campaign and subsequent recount effort.  Mr. Johnson served as founder, pro bono general counsel, and/or director for several gay and lesbian civil rights, AIDS, and political organizations during his time at Skadden Arps.  He then served as executive director of the national lgbt democrats’ organization for two years before pursuing various private entrepreneurial ventures while also serving as chief of staff and general counsel for a premier cosmetic surgery center from September 2003 to February 2013, gaining key insight into law and medicine through interaction with patients, physicians, and industry partners.  In June 2010, Mr. Johnson co-founded and joined the board of directors of the non-profit World AIDS Institute and thereafter the Timothy Ray Brown Foundation of the World AIDS Institute.  He has founded or served on the boards of directors for several political action committees (PACs) and issue-advocacy or lobbying organizations in Washington, DC. Currently, Mr. Johnson holds executive positions on the boards of multiple corporations and non-profit organizations.

There are no arrangements or understandings between Mr. Johnson and any other person pursuant to which he was selected as an officer or director.  There are no family relationship between Mr. Johnson and any of our officers or directors.  Mr. Johnson also serves as a director and officer of Cannabis Science, Inc. and Endocan Corporation, both publicly traded corporations.

On December 13, 2013, Mr. James Scott Munro entered into a five-year management agreement with the Company for acting in the capacity of Chief Financial Officer (Principal Accounting Officer).  Under the agreement, Mr. Munro is to be paid $10,000 per month for the first three months (December 2013, January 2014, and February 2014) and $23,333 per month for the nine months thereafter through to the end of the first year of service under this Agreement, considered to be November 30, 2014.  Mr. Munro shall also receive 1,000,000 Form S-8 common shares of the Company common stock and 1,000,000 Rule 144 restricted common shares of the Company common stock, followed by payments one year following the signing of the Agreement (considered November 30, 2014) of an identical stock bonus of an additional 1,000,000 Form S-8 common shares of the Company common stock and 1,000,000 Rule 144 restricted common shares of the Company common stock.  The estimated fair value of the initial stock compensation package to Mr. Munro is $4,000,000, based on the closing price of $2.00 per share for the Company’s stock on December 12, 2013.  A Black-Scholes model will be used to verify the fair market value of the stock compensation under U.S. GAAP.

Mr. James Scott Munro, studied through the Certified General Accountants Association of BC and Thompson River University majoring in Accounting.  Prior to joining the Company from May 1999 to March 2010, Mr. Munro was principal financial officer for Most Home Corp., a real estate referral and technology company.  Mr. Munro has been president and principal of Intrinsic Venture Corp., a private venture capital company, since July 2010.  Intrinsic Venture Corp. provides business and financial consulting services to U.S. public companies, including mergers, acquisitions, and structuring, along with direct investment and financing.  

There are no arrangements or understandings between Mr. Munro and any other person pursuant to which he was selected as an officer or director.  There are no family relationship between Mr. Munro and any of our officers or directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 18, 2013, the Company filed a Certificate of Amendment with the Nevada Secretary of State to enact the following changes to its Articles:

Change the Company’s name toImmunoClin Corporation.

Divide the ten million (10,000,000) shares of Preferred Stock currently authorized as follows:

Preferred Stock (current class).  The total number of authorized Preferred Stock shall be nine million (9,000,000) shares, with the par value of $0.001 per share and one (1) vote per share.

Series A Preferred Stock (new class).  The total number of authorized Series A Preferred Stock shall be one million (1,000,000) shares, with par value of $0.001 per share and one thousand (1,000) votes per share.

Item 9.01

Financial Statements and Exhibits

Pursuant to Regulation S-X, the registrant will file financial statements along with pro forma financial information under Article 11 for the IMC acquisition required under Item 9.01 by amendment not later than 71 calendar days after the date that this initial 8-K report.  The Company will provide a preliminary valuation and allocation of assets, liabilities and intangibles acquired in IMC at that time.

 Exhibits

Exhibit 99.1	Take Over Agreement
Exhibit 99.2	Control Shareholder Agreement
Exhibit 10.1	Control Shareholder Agreement
Exhibit 10.2	Management Agreement – Dr. Dorothy Bray
Exhibit 10.3	Management Agreement – Chad S. Johnson
Exhibit 10.4	Management Agreement – James Scott Munro
Exhibit 10.5	Management Agreement – Raymond Dabney

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.

December 20, 2013	PHARMA INVESTING NEWS, INC.
	/s/  Chad S. Johnson
	Director, Chief Operating Officer, and General Counsel

EX-99.1

TAKEOVER AGREEMENT

This Takeover Agreement ("Agreement") is entered into as of December 13, 2013 by and between:

Pharma Investing News, Inc. ("PINV"), a Nevada corporation.

And

ImmunoClin, Ltd. ("IMC"), a United Kingdom corporation, including Dr. Dorothy Bray, the sole owner/stockholder of ImmunoClin, Ltd.

RECITALS

A.Pharma Investing News, Inc. is a U.S. public company (OTCBB: PINV) that wishes to takeover ImmunoClin, Ltd. (“IMC”).  IMC will become a wholly-owned subsidiary of PINV upon closing of this Takeover Agreement.

B.IMC desires to sell, assign, transfer and convey to PINV all of IMC’s rights, interests, assets, technology, intellectual property, titles, and interest in ImmunoClin, Ltd. (the "Assets").

C.Dr. Dorothy Bray agrees to exchange her 100% ownership and shareholdings in ImmunoClin Ltd for shareholdings in PINV.

D.Subject to the terms and conditions of this Agreement, IMC agrees to sell to PINV and PINV agrees to purchase from IMC, IMC’s Assets with all liabilities or obligations or encumbrances attached to IMC’s Assets.

E.Exhibit 1 to be provided according to the IMC’s Assets as listed but not limited to the list below (“Assets”):

a.Brands, trademarks, trade-names, and designs

b.Website

c.Client Base

d.All Capital Assets

e.All Hardware and Software

f.Intellectual Property

g.Internal Systems

h.All contracted rights, properties, patents, trademarks, and distribution rights and agreements pertaining to ImmunoClin.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

1                

ARTICLE 1

DEFINITIONS

For the purposes of this Agreement, the following terms and variations on them have the meanings specified in this Section 1:

"Assets" is defined as all tangible and intangible assets of the business of the IMC at Closing and as represented in Exhibit 1 of this Agreement, excluding undisclosed liabilities.

"PINV" is defined in the first paragraph of this Agreement and is a U.S. publicly traded company on the OTCBB under the symbol “PINV”.

"Closing" means the consummation and completion of the purchase and sale of the Shares.

"Closing Date" means the date on which the Closing actually takes place that shall occur on or before December 5, 2013 unless mutually agreed to extend by both parties.

"Consent" means any approval, consent, ratification, waiver or other authorization.

"Contemplated Transactions" means all of the transactions to be carried out in accordance with this Agreement, including share for share transfer to effect takeover of IMC by PINV, the performance by the parties of their other obligations under this Agreement.

"Contract" means any contract, agreement, commitment, understanding, lease, license, franchise, warranty, guaranty, mortgage, note, bond or other instrument or consensual obligation (whether written or oral and whether express or implied) that is legally binding.

"Contravene" -- an act or omission would "Contravene" something if, as the context requires:

(a)        the act or omission would conflict with it, violate it, result in a breach or violation of or failure to comply with it, or constitute a default under it;

(b)        the act or omission would give any Governmental Body or other Person the right to challenge, revoke, withdraw, suspend, cancel, terminate or modify it, to exercise any remedy or obtain any relief under it, or to declare a default or accelerate the maturity of any obligation under it; or

(c)        the act or omission would result in the creation of an Encumbrance on the Assets.

“Convertible Debt” means the current PINV debt held by Jagpal Holdings Inc., with corporate address of 900 - 555 Burrard Street, Vancouver BC, Canada, V7X 1M9 and/or their assigns, shall be converted upon demand by the debt holders at a share price of $0.001. The amount of such debt held at the time of signing this agreement is shown in the exhibit 3.3.1.

"Encumbrance" means any charge, claim, mortgage, servitude, easement, right of way, community or other marital property interest, covenant, equitable interest, license, lease or other possessory interest, lien, option, pledge, security interest, preference, priority, right of first refusal or similar restriction.

2                

"Financial Statements" is defined in Section 3.4.

"GAAP" means generally accepted accounting principles for financial reporting in the United States.

"Governing Document" means any charter, Sections, bylaws, certificate, statement, statutes or similar document adopted, filed or registered in connection with the creation, formation or organization of an entity, and any Contract among all equity holders, partners or members of an entity. PINV and IMC provide each other with the copies of current Bylaws and articles  prior to signing this agreement.

"Governmental Authorization" means any Consent, license, permit or registration issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law.

"Governmental Body" means any (a)nation, region, state, county, city, town, village, district or other jurisdiction, (b)federal, state, local, municipal, foreign or other government, (c)governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (d)multinational organization, (e)body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, or (f)official of any of the foregoing.

“IMC Takeover Transaction certificate” is defined in Section 2.4(a)(i) and evidenced by Exhibit ‘5’ to this Agreement.

"IMC" is defined in the first paragraph of this Agreement, including Dr. Dorothy Bray, the sole owner/shareholder of ImmunoClin, Ltd. as further defined in Section 3.2.

"IMC's Disclosure Schedule" means the disclosure schedule delivered pursuant to Section 3 by IMC to PINV concurrently with the execution of the Agreement.

"Knowledge" means, with respect to IMC, the actual knowledge after reasonable investigation of IMC or of its officers or senior managerial employees.

"Law" means any constitution, law, statute, treaty, rule, regulation, ordinance, code, binding case law, principle of common law or notice of any Governmental Body.

"Liabilities" includes liabilities or obligations of any nature, whether known or unknown, whether absolute, accrued, contingent, inchoate or otherwise, whether due or to become due, and whether or not required to be reflected on a financial statement prepared in accordance with GAAP.

“Management Compensation” shall mean the cash and stock compensation paid to executives and directors appointed to PINV upon signing and closing of this Agreement pursuant to Exhibit ‘6’.

"Name and Brand" shall mean the IMC’s name, logo, brand, image and other commercial or marketing materials that identify and establish identity for the company.

3                

"Order" means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator and any Contract with any Governmental Body pertaining to compliance with Law.

"Ordinary Course of Business" refers to actions taken in the IMC’s normal operation, consistent with its past practice and having no material adverse effect on the financial or other condition, results of operations, assets, liabilities, equity, business or prospects of the Assets.

"Person" refers to an individual or an entity, including a corporation, share company, limited liability company, partnership, trust, association, Governmental Body or any other body with legal personality separate from its equity holders or members.

"Proceeding" means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

"Purchase Price" is defined in Section 2.2.

"Securities Act" means the Securities Act of 1933.

"Securities Exchange Act" means the Securities Exchange Act of 1934.

"Shares" is defined as all issued and outstanding common or preferred shares of the IMC.

“Voting Control Shares” is defined as one million (1,000,000) series A preferred stock with 1,000 votes per share of which five hundred thousand (500,000) shares shall be issued to each of Castor Management Services, Inc. and/or its assignees and to Dr. Dorothy Bray and/or her assigns; each 500,000 series A preferred stock position representing 50% majority voting control of PINV.

ARTICLE 2SHARE FOR SHARE TRANSFER; CLOSING

2.1SHARES

Upon the terms and subject to the conditions set forth in this Agreement, prior to Closing, PINV and IMC will affect a share for share exchange.

2.2SHARE FOR SHARE EXCHANGE

The parties agree that on or prior to the Closing Date, PINV shall issue to Dr. Dorothy Bray the amount of ten million (10,000,000) Rule 144 restricted common stock (the “PINV Shares”) pursuant to this takeover Agreement.  For clarification, Dr. Dorothy Bray as the sole shareholder of ImmunoClin, Ltd. is exchanging 100% of her shareholdings in ImmunoClin, Ltd. for ten million (10,000,000) Rule 144 restricted common stock of Pharma Investing News, Inc. (OTCBB: PINV) as good and valuable consideration for PINV’s takeover of IMC. 

In addition, 500,000 series A preferred Voting Control Shares shall be issued to Castor Management Services, Inc. and 500,000 series A preferred Voting Control Shares to Dr. Dorothy Bray, or her assigns.  Castor Management Services, Inc. and Dr. Dorothy Bray agree that all of the Voting Rights of these preferred shares will be pooled by both parties into one vote such that both parties for the foreseeable future must agree in writing to effect any voting of these preferred shares whether it be a yes or no vote.

4                

2.3CLOSING

The Closing will take place at the offices of IMC, at 10:00 a.m. (Pacific standard time) on December 5, 2013 following the satisfaction or waiver of each of the conditions set forth in Sections 5 and 6.

2.4CLOSING DELIVERIES

At the Closing:

(a)IMC will deliver to PINV:

(i)Takeover Transaction certificate in the form of Exhibit 5 duly endorsed (or accompanied by duly executed Power of Attorney);including release executed by IMC (the "Takeover Transaction certificate"); and

(ii)a certificate executed by IMC as to the accuracy of IMC's representations and warranties as stated through out this agreement as of the date of this Agreement and as of the Closing in accordance with Section 6.1 and as to their compliance with and performance of its covenants and obligations to be performed or complied on or before the Closing Date in accordance with Section 6.

(b)PINV will deliver:

(i)Stock certificates representing the PINV shares (in share for share exchange) to the existing owners/stockholders of IMC (Dr. Dorothy Bray);

(ii)Stock certificates representing the additional PINV shares to the individuals in the Exhibit 6 after closing.

ARTICLE 3REPRESENTATIONS AND WARRANTIES OF IMC

IMC represents and warrants to PINV that:

3.1ORGANIZATION AND GOOD STANDING

The Assets are those described in Exhibit 1 attached hereto.

ENFORCEABILITY; NO CONFLICT

(a)IMC has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform their obligations under this Agreement.  Assuming due authorization, execution and delivery of this Agreement by PINV, this Agreement constitutes the legal, valid and binding obligation of IMC and the Company, enforceable against IMC and the Company in accordance with its terms. 

(b)IMC and the Company are not and will not be required to give any notice to any Person or obtain any Consent or Governmental Authorization in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

(c)Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will directly or indirectly (with or without notice or lapse of time) (i) Contravene any provision of the Governing Documents of the Assets, (ii) Contravene any Assets Contract, Governmental Authorization, Law or Order to which Assets or IMC, or any of the assets owned or used by the Assets, may be subject, or (iii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Assets.

(d)      Certificate of good standing issued by The Companies House in the United Kingdom is attached as Exhibit 2

5                

3.2CAPITALIZATION AND OWNERSHIP

PINV's issued and outstanding common shares are 10,361,015 at the time of signing this agreement with no other classes of shares issued or outstanding.

Dr. Dorothy Bray is the sole shareholder and owner of ten million (10,000,000) ordinary shares in ImmunoClin, Ltd. with no other classes of shares issued or outstanding.

3.3ImmunoClin Ltd (IMC) is the Registered owner of the “Assets”.

3.4FINANCIAL STATEMENTS

There will be no liabilities owed to Dr. Dorothy Bray, or Dr. Bray’s family, except for Director’s loans.

3.5NO UNDISCLOSED LIABILITIES

The Assets have no undisclosed Liabilities.  PINV shall assume all liabilities and obligations with respect to IMC’s Assets, as listed on Exhibit 1 attached hereto, and will not assume any liabilities or obligations that are not listed on Exhibit 3.1.  PINV will be responsible for financing development of IMC’s intellectual property and patents as listed in Exhibit 1(b). PINV liabilities at the time of signing this agreement are disclosed in its non-audited financials and as evidenced in exhibit 3.3.

3.6              CONTRACTS; NO DEFAULTS

(a)Section 3.6of IMC's Disclosure Schedule contains an accurate and complete list of:

(i)each IMC Contract that involves performance of services or delivery of goods or materials by the IMC of an amount or value in excess of $10,000;

(ii)each IMC Contract that involves performance of services for or delivery of goods or materials to the IMC of an amount or value in excess of $10,000; and

(iii)each IMC Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure or receipt by the IMC of an amount or value in excess of $1,000.

6                

3.7             LEGAL PROCEEDINGS; ORDERS

(b)There exists no pending Proceedings (i) by or against the IMC or that otherwise relate to or may affect the business of, or any of the assets owned or used by, the IMC or (ii) that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions.  To IMC's Knowledge, no other such Proceeding has been threatened, and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. 

(c)There exists no pending Order to which the IMC or any of the assets owned or used by the IMC, is or has been subject. 

3.8SECURITIES LAW MATTERS

The parties acknowledge that they both have received independent legal counsel with respect to applicable U.S. securities law in regards to takeover under this Takeover Agreement and each party shall be solely responsible for all reporting and filing with the U.S. Securities and Exchange Commission, or any other government agency as required, with respect to this transaction.

3.9BROKERS OR FINDERS

IMC has not incurred any Liability for brokerage or finders' fees or agents' commissions or other similar payment in connection with the Contemplated Transactions.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PINV

PINV represents and warrants to IMC that:

4.1ORGANIZATION

PINV is a U.S. public corporation that trades on the OTCBB under the stock symbol PINV and is a corporation duly organized, validly existing and in good standing under the laws of Nevada, U.S.A., its jurisdiction of organization. The share structure at the time of signing this agreement is presented in the Exhibit 3.2. PINV has no undisclosed liabilities as per Exhibit 3.3.

4.2ENFORCEABILITY; NO CONFLICT

(a)PINV has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, which actions have been duly authorized and approved by all necessary corporate action of PINV.  Assuming the execution and delivery of this Agreement by IMC, this Agreement constitutes the legal, valid and binding obligation of PINV, enforceable against PINV in accordance with its terms. 

(b)PINV is not and will not be required to obtain any Consent or Governmental Authorization in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

(c)Neither the execution and delivery of this Agreement by PINV nor the consummation or performance of any of the Contemplated Transactions by PINV will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of PINV's Governing Documents, (ii) any resolution adopted by the board of directors or the stockholders of PINV, (iii) any Law, Order or Governmental Authorization to which PINV may be subject or (iv) any Contract to which PINV is a party or by which PINV may be bound, providing that all have been disclosed and acknowledged by IMC prior to this Agreement.

7                

4.3BROKERS OR FINDERS

PINV has not incurred any Liability for brokerage or finders' fees or agents' commissions or other similar payment in connection with the Contemplated Transactions.

ARTICLE 5

COVENANTS OF THE PARTIES BEFORE CLOSING

5.1ACCESS AND INVESTIGATION

Between the date of this Agreement and the Closing Date and upon reasonable advance notice from PINV, IMC will, and will cause the Assets to, (a) afford PINV full and free access to IMC’s personnel, properties, Contracts, books and records, and other documents and data, (b) furnish such Persons with copies of all such Contracts, books and records, and other documents and data as PINV may reasonably request, and (c) furnish such Persons with such additional financial, operating and other data and information as PINV may reasonably request.

5.2OPERATION OF THE BUSINESS OF IMC

Between the date of this Agreement and the Closing Date, IMC will, and will cause IMC to, (a) conduct its business only in the Ordinary Course of Business, (b) use their Best Efforts to preserve intact the current business organization of IMC, keep available the services of the current officers, employees and agents of IMC, and maintain relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with IMC, (c) confer with PINV concerning operational matters of a material nature and (d) otherwise report periodically to PINV concerning the status of the business, operations and finances of IMC.

5.3SHAREHOLDER APPROVAL

PINV acknowledges that it has signed directors’ and majority shareholders’ approval to consummate this Agreement, as evidenced by exhibit 4.

ARTICLE 6
CONDITIONS PRECEDENT TO PINV'S OBLIGATION TO CLOSE

PINV's obligation to conduct share for share exchange and to take the other actions required to be taken by PINV at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

6.1ACCURACY OF REPRESENTATIONS

All of IMC's representations and warranties in this Agreement (considered both collectively and individually) must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if then made.

8                

6.2IMC'S PERFORMANCE

All of the covenants and obligations that IMC is required to perform or to comply with under this Agreement on or before the Closing Date (considered both collectively and individually) must have been duly performed and complied with in all material respects.

6.3STOCKHOLDER APPROVAL

None Required

ARTICLE 7
CONDITIONS PRECEDENT TO IMC'S OBLIGATION TO CLOSE

IMC's obligation to proceed with share for share exchange in this TAKEOVER agreement and to take the other actions required to be taken by IMC at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

7.1ACCURACY OF REPRESENTATIONS

All of PINV's representations and warranties in this Agreement (considered both collectively and individually) must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if then made.

7.2PINV’S PERFORMANCE

The PINV agrees to contract IMC personnel in accordance with this Agreement as follows (see also Exhibit 6):

(a)Dr Dorothy Bray will remain employed as the managing director of ImmunoClin Ltd to oversee all matters pertaining to the general operation of the ImmunoClin presented under the IMC’s Assets. In addition Dr Dorothy Bray will be appointed as PINV’s Director, President and CEO upon closing.

(b)        The PINV intends to change the name of the Company to ImmunoClin Corporation after the Closing of this Agreement and that all future business and operations of the Assets shall be conducted under the same.

(c)        All of the covenants and obligations that the PINV is required to perform or to comply with under this Agreement on or before the Closing Date (considered both collectively and individually) must have been performed and complied with in all material respects.

(d)        PINV warrants that it will endeavor in good faith to raise finance necessary to develop and commercialize IMC’s intellectual property portfolio as evidenced in exhibit 4. The majority and/or controlling shareholders will agree to financing rounds prior to these occurring and will not object to reasonable third party financing proposals at market rates. In addition to the director’s loan, preferred method of financing will be private placements at market rates.

9                

ARTICLE 8
TERMINATION

8.1TERMINATION EVENTS

Subject to Section 8.2, this Agreement may, by notice given before or at the Closing, be terminated:

(a)by mutual consent of PINV and IMC;

(b)by PINV if the satisfaction of any condition in Section 6 is or becomes impossible (other than through the failure of PINV to comply with its obligations under this Agreement) and PINV has not waived such condition;

(c)by IMC if the satisfaction of any condition in Section 7 is or becomes impossible (other than through the failure of IMC to comply with its obligations under this Agreement) and IMC has not waived such condition; and

(d)by either PINV or IMC if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 5, 2013 or such later date as PINV and IMC may mutually agree upon.

8.2EFFECT OF TERMINATION

Each party's right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies.  If this Agreement is terminated pursuant to Section 8.1, all obligations of the parties under this Agreement will terminate; provided, however, that if this Agreement is terminated by a party because of the breach of the Agreement by another party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of any other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE 9
INDEMNIFICATION; REMEDIES

9.1SURVIVAL

All representations, warranties, covenants and obligations in this Agreement, and any other certificate or document delivered pursuant to this Agreement will survive the Closing and the consummation of the Contemplated Transactions.

10                

ARTICLE 10
GENERAL PROVISIONS

10.1EXPENSES

Each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of its Representatives.

10.2FURTHER ACTIONS

Upon the request of any party to this Agreement, the parties will (a) furnish to the requesting party any additional information, (b) execute and deliver, at their own expense, any other documents and (c) take any other actions as the requesting party may reasonably require to more effectively carry out the intent of this Agreement and the Contemplated Transactions.

10.3ENTIRE AGREEMENT AND MODIFICATION

This Agreement supersedes all prior agreements among the parties with respect to its subject matter a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.  This Agreement may not be amended, supplemented or otherwise modified except in a written mutual consent by both parties.

10.4NOTICES

All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by facsimile (with written confirmation of receipt), or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below:

If to PINV:                               Pharma Investing News, Inc.

                                                9107 Wilshire Blvd.

                                                Suite 450

                                                Beverly Hills, CA 90210

                                                U.S.A.

                                                Attention: Chad Johnson (“PINV”)

If to IMC:                                 ImmunoClin, Ltd.

Rowlandson House,

289-293, Ballards Lane,

London N12-8NP

 United Kingdom

                                                Attention: Dr. Dorothy Bray (“IMC”)

11                

10.5CONFIDENTIALITY

Unless otherwise agreed to by both parties, neither party shall make any public announcement or other disclosure in any way relating to this proposed transaction to any person including, but not limited to, clients, service contract holders and PINV’s employees and suppliers, unless as required by law.

10.6ENFORCEABILITY

Notwithstanding anything to the contrary set forth herein, the IMC’s obligation to consummate the transaction described herein shall be subject to (i) negotiation of acceptable documentation, (ii) approval of the transaction by its Board of Directors and (iii) satisfactory completion of its due diligence as described herein.

10.7WAIVER

Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.  To the maximum extent permitted by applicable law, no party will be deemed to have waived any of its rights or privilege under this Agreement or the documents referred to in this Agreement unless the waiver is in writing and no waiver given by a party will be applicable except in the specific instance for which it is given.

10.8MODIFICATION

This Agreement may not be amended except by mutual agreement in writing by both parties.

10.9ASSIGNMENTS, SUCCESSORS, AND THIRD-PARTY RIGHTS

Either party may assign any of its rights under this Agreement with the prior written consent of the other party and the assigned party will be bound to the representations, warranties, and obligations of this Agreement as if it signed the Agreement as the original signatory of both parties (with such factual changes, such as jurisdiction of organization, as reasonably may be required). Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties.  Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.  This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

12                

10.10SEVERABILITY

If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

10.11SECTION HEADINGS; CONSTRUCTION

The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.  All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement.  All words used in this Agreement will be construed to be of such gender or number as the circumstances require.  Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

10.12GOVERNING LAW

This Agreement will be governed by and construed under the laws of Nevada, U.S.A. without regard to conflicts of laws principles that would require the application of any other law.

10.13COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute the same agreement.

13                

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date indicated in the first sentence of this Agreement.

PHARMA INVESTING NEWS, INC. (“PINV”)   

Per:    /s/ Chad S. Johnson                                                            

_____________________________________  

Chad S. Johnson, Esq., President and Director      

IMMUNOCLIN, LTD. (“IMC”)

Per:    /s/ Dr. Dorothy H. Bray                                                            

_____________________________________  

Dr. Dorothy H. Bray, PhD,  President and Director

 14               

EXHIBIT ‘1’

ASSETS

The business, operations, and the assets of ImmunoClin, Ltd. are including but not limited to, the following:

i.Brands, trademarks, trade-names, and designs

j.Websites and content

k.Client Base

l.All Facilities

m.All Capital Assets

n.All Hardware and Software

o.All Research and Development

p.Intellectual Property, including Patents as per attached list [Exhibit 1(b)]

q.Internal Systems

r.All other contracted rights, properties, patents, trademarks, and distribution rights and agreements pertaining to ImmunoClin.

    15            

EXHIBIT ‘1b’

INTELLECTUAL PROPERTY AND PATENTS

ImmunoClin, Ltd’s intellectual property and patents are including, but are not limited to, the following: All intellectual property created by ImmunoClin, Ltd and All patents filed, in-process, or contemplated by ImmunoClin, Ltd.

Patent Title	Applicant (s) / country	Filing date
HIGH THROUGHPUT DETERMINATION OF ANTIGEN EXPRESSION	IMMUNOCLIN LABORATORIES LIMITED (United Kingdom)	27.11.2000
ASSAY METHOD FOR EVALUATING CELL RESPONSES TO INFECTION	IMMUNOCLIN LABORATORIES LIMITED (United Kingdom)	01.11.2000
Treatment with cytokines for Alzheimer's disease	IMMUNOCLIN, LTD. (United Kingdom)	31.05.2002
Marker Gene	IMMUNOCLIN, LTD. (United Kingdom) OSAKA INDUSTRIAL PROMOTION ORGANISATION (JAPAN)	16.10.2002
Biomarkers of resistance to infections in humans and biological application thereof (IL-22)	INSTITUT DE RECHERCHE POUR LE DEVELOPPEMENT (IRD) (France) IMMUNOCLIN, LTD. (United Kingdom)	5.11.2003
Markers for atherosclerosis	IMMUNOCLIN, LTD. (United Kingdom)	9.06.2004
HIV resistance genes	IMMUNOCLIN, LTD. (United Kingdom) OSAKA INDUSTRIAL PROMOTION ORGANISATION (JAPAN) TOPPAN PRINTING COMPANY LTD (JAPAN)	24.12.2004
Methods and compositions for the treatment of viral diseases	INSTITUT DE RECHERCHE POUR LE DEVELOPPEMENT (IRD) (France) IMMUNOCLIN, LTD. (United Kingdom)	20.05.2005
Particle detector	IMMUNOCLIN, LTD. (United Kingdom)        Railton Frith	3.11.2005
CHIMERIC HIV-1 GP120 GLYCOPROTEINS AND THEIR BIOLOGICAL APPLICATIONS	INSTITUT DE RECHERCHE POUR LE DEVELOPPEMENT (IRD) (France) IMMUNOCLIN, LTD. (United Kingdom) COMMISSARIAT À L'ENERGIE ATOMIQUE (CEA) (France)	28.11.2005
MARKERS FOR ATHEROSCLEROSIS	IMMUNOCLIN, LTD. (United Kingdom)	08.03.2006
METHOD FOR DIAGNOSIS AND INDUCTION OF RESISTANCE TO VIRUS	IMMUNOCLIN, LTD. (United Kingdom) OSAKA INDUSTRIAL PROMOTION ORGANISATION (JAPAN) TOPPAN PRINTING COMPANY LTD (JAPAN	12.09.2007

16                

EXHIBIT ‘2’

ImmunoClin’s Certificate of Good Standing

issued by The Companies House in the United Kingdom on 9^th October 2013

    17            

EXHIBIT ‘3’

3.1 LIABILITIES AND OBLIGATIONS OF IMC

The following liabilities and obligations of ImmunoClin, Ltd. include:

3.1.1Accounts payable: US$101,000

3.1.2Accrued expenses and liabilities: US$236,000

3.1.3Other debts and liabilities:

3.1.3.1Dr. Roscoe Moore US$85,000 to be settled through cash or 144- restricted shares in PINV)

3.1.3.2Mr. Railton Frith US $200,000 (to be settled through cash or 144-restricted shares in PINV)

3.1.4Taxes payable: None due

3.1.5Contractual obligations: US$175,000

3.1.6Contingencies: US$ 89,000

18                

3.2ORGANIZATION OF PINV OWNERSHIP AT THE TIME OF SIGNING THIS AGREEMENT:

3.2.1Total Shares Authorized: 290,000,000

3.2.2Total shares issued: 10,361,015

3.2.3Current Shareholders List:

3.2.3.1Controlling share block: Castor Management Services: 10,000,000

3.2.3.2Public float: 361,015

3.2.3.3El Toro Inversionista Corp: 85,504

3.2.3.4BALMORAL LIMITED: 89,147

3.2.3.5FUNDACION ESPEJISMO (2 - certs) 5,143 and 78,431

3.2.3.6OASIS FINANCIAL CORP: 92,361

19                

3.3PINV LIABILITIES AT THE TIME OF SIGNING THIS AGREEMENT

3.3.1CONVERTIBLE DEBT HELD BY JAGPAL HOLDINGS INC. AT THE TIME OF SIGNING THIS AGREEMENT: $55,144.72

3.3.2OTHER LIABILITIES OF PINV AT THE TIME OF SIGNING THIS AGREEMENT: $28, 344.28

20                

EXHIBIT ‘4’

SHAREHOLDER APPROVAL

A signed majority shareholder resolution approving this TAKEOVER Agreement:

21                

EXHIBIT ‘5’

TAKEOVER TRANSACTION CERTIFICATE

BE IT KNOWN, that for good and valuable consideration, and in share for share transaction of the sum of ten million (10,000,000) Rule 144 restricted common shares in PINV, the receipt and sufficiency of which is hereby acknowledged, the undersigned ImmunoClin, Ltd., a United Kingdom corporation with UK Tax ID# 2 2 6 9 4 2 6 0 0 6 1 6 9and incorporation number: 3 9 1 4 0 2 1  (the “IMC”) hereby grants, and transfers to Pharma Investing News, Inc. (the “PINV”) and its heirs, executors, administrators, successors, and assigns forever, the following corporate business and assets contained therein:

IMC’s Assets as list below but not limited to the following:

a.Brands, trademarks, trade-names, and designs

b.Websites and content

c.Client Base

d.All Facilities

e.All Capital Assets

f.All Hardware and Software

g.All Research and Development

h.Intellectual Property, including Patents as per attached list

i.Internal Systems

j.All other contracted rights, properties, patents, trademarks, and distribution rights and agreements pertaining to its ImmunoClin.

The IMC warrants to the PINV it has good and marketable title to the Assets, full authority to grant, sell, and transfer the Assets, and the Assets are assigned to PINV free and clear of all liens, claims, or other encumbrances.

The IMC further warrants to PINV that it will fully defend, protect, indemnify, and hold harmless PINV and its lawful heirs, executors, administrators, successors, and assigns from any adverse claims thereto.

Signed this _____ day of _________________, 2013.

IMMUNOCLIN, LTD.

Per:

                        Witness:                                              

Dr. Dorothy Bray, President                                         Print name:                                          

            Address:                                                                        Occupation:                                        

Rowlandson House,                                                    Address: ­­­­­­­­­­

289-293, Ballards Lane,

London N12-8NP  United Kingdom

         22       

EXHIBIT ‘6’

MANAGEMENT COMPENSATION

Immediately upon signing of this Takeover Agreement, key personnel and management shall be assigned executive positions in PINV and enter into management contracts with respective cash and stock compensation as follows:

Executive                               Position                                                     Monthly Fees                      Immediate               Year 2

Raymond Dabney       Managing Consultant                          1^st 3 months           2^nd 9 months

Cash                                                                                                        $10,000                   $23,333

S-8 Stock                                                                                                                                                           None                None

Rule 144 Stock                                                                                                                                            1,000,000          1,000,000

Dr. Dorothy Bray        CEO/President/Director                        1^st 3 months           2^nd 9 months

Cash                                                                                                        $10,000                   $23,333

S-8 Stock                                                                                                                                                     1,000,000          1,000,000

Rule 144 Stock                                                                                                                                            1,000,000          1,000,000

Dr. Khadija Benlhassan Chahour                                             

                                                CSO/Director                                1^st 3 months           2^nd 9 months

Cash                                                                                                        $16,667                   $17,778

S-8 Stock                                                                                                                                                            None                None

Rule 144 Stock                                                                                                                                            1,000,000          1,000,000

Chad S. Johnson      COO/General Counsel/Director/Sec'y    1^st 3 months          2^nd 9 months

Cash                                                                                                        $10,000                   $15,000

S-8 Stock                                                                                                                                                            None                None

Rule 144 Stock                                                                                                                                            1,000,000          1,000,000

James Scott Munro              CFO                                                1^st 3 months           2^nd 9 months

Cash                                                                                                        $10,000                   $23,333

S-8 Stock                                                                                                                                                     1,000,000          1,000,000

Rule 144 Stock                                                                                                                                            1,000,000          1,000,000

For clarity, executives may assign cash and/or stock compensation to their respective management companies or other operating companies through which services are provided to PINV.

23                

EX-99.2

CONTROL SHAREHOLDER AGREEMENT

THIS CONTROL SHAREHOLDER AGREEMENT(this “Agreement”) made effective as of the 13^th day of December 2013 (the “Effective Date”),

 BETWEEN:

Pharma Investing News, Inc. ("PINV" or the "Corporation"), a Nevada corporationwith its corporate offices located at 9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210.

OF THE FIRST PART

- and –

Castor Management Services, Inc., 9107 Wilshire Blvd Suite 450, Beverly Hills, CA 90210 (with president of Mark Jordan of California, USA) or its Assigns (“Castor”)

- and –

BHD Holding B.V. with registered address Hemonystraat 11, 1074 BK Amsterdam, The Netherlands (owned by Dorothy H. Bray, Ph.D. of the UK) or its Assigns (“BHD”)

- and –

Khadija Benlhassan-Chahour, Ph.D. with address of 13 Avenue des Vosges, 77270 Villeparisis, Paris, France, or her Assigns (“KBC”)

- and –

CSJ Group LLC with address of 1754 Willard Street NW #3, Washington, DC, USA (owned by Chad S. Johnson, Esq., of Washington, DC, USA), or its Assigns (“CSJ”)

Castor, BHD, KBC and CSJ are hereinafter referred to as the “Control Shareholders” or individually a "Control Shareholder" of PINV.  Hereinafter the Control Shareholders and PINV are referred to as the "Parties" or individually as a "Party".

OF THE SECOND PART

WHEREAS:

A. Control Shareholders will provide Control services ("Control Services") to the Corporation in an executive capacity;

B. Control Shareholders hold shares directly or indirectly in the Corporation.

C. The Control Shareholders desire to assure stable governance of the Corporation through the Control Services of the Control Shareholders for an indefinite term and the Parties are entering into this Agreement for that purpose and in order to set forth the terms of the Agreement.

D.  Castor and BHD, so long as both are Parties to the Agreement, are intended by this Agreement to maintain equal control (50% / 50%) over voting matters of the Corporation, as if Castor's and BHD's cumulative two votes were a unanimous vote of all controlling shares.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.        Term of Control Services.

The Corporation hereby requests the Services of the Control Shareholders until this Agreement is terminated by any clause in this Agreement ("Control Term").

2.        Duties of Control Shareholders.

2.1.     The Control Shareholders shall do and perform all services, acts and things necessary or advisable consistent with law in that capacity in connection with the conduct of the business of the Corporation.

2.2.     The Control Shareholders shall devote adequate services to accommodate the business of the Corporation during the Control Term. A Control Shareholder may devote time and effort to personal activities to the extent that such activities do not materially interfere with the performance of his or her duties hereunder. If the Corporation advises the Control Shareholder that, in its good faith judgment, such activities are materially interfering with the performance of the Control Shareholder's duties hereunder, the Control Shareholder will promptly take steps to rectify the issue.

3.         Compensation of Control Shareholders.

3.1.      Compensation for the services hereunder, effective the First (1st) of January 2014, each Control Shareholder or its assigns shall be entitled to receive a per diem ("Compensation") of not more than twelve thousand US dollars ($12,000.00) per year, payable in installments on the Corporation's regular payroll dates or such other dates as the Parties may reasonably determine from time to time.  In the occurrence that all Control Shareholders deem the funds unavailable, the Compensation shall be accrued and paid out on a latter date within a reasonable time in the form of additional shares of the Corporation or cash payment at the mutually agreed discretion of all the Control Shareholders.

The Corporation's Board of Directors will review the compensation annually, and, with the approval of all the Control Shareholders, may (but shall be under no obligation to) further increase such Compensation.

3.2.       Expenses associated with the Corporation’s normal business shall be reasonable and approved by the Board of Directors before payment or reimbursement. Payment or reimbursement shall be given priority over the Compensation and be provided immediately or as soon thereafter as possible after submission of the expense reports and approval in a manner determined by the Board of Directors.

4.        Compensation from Share Pooling Arrangement.

4.1.     The Control Shareholders all agree to place all, meaning one million (1,000,000) series A preferred shares of the Corporation (the "Control Shares") under the beneficial control of the Control Shareholders in pool with an Escrow Agent initially to be appointed by mutual decision of Castor and BHD.  A list of each Control Shareholder's Control Shares is attached as Schedule “A”.

4.2.     The Escrow Agent will release the Control Shares from escrow with the written consent of all of the Control Shareholders.  The Escrow Agent will place the Control Shares into an appropriate account pending further instructions by the written consent of all of the Control Shareholders.

5.        Compensation to others.

The Control Shareholders shall agree before any issuance of incentive shares are provided to other parties for their services as directors, officers, new, and/or any other positions deemed necessary and appropriate for the furtherance of the business of the Corporation.

6.         Voting of Shares in Escrow.

The Control Shareholders will receive a Proxy of Voting Rights to all Control Shares in pool with the Escrow Agent.  The written consent of each of Castor and BHDshall agree for all voting decisions including but not limited to all new common share issuances, so long as each of Castor and BHD (or their assigns) are Control Shareholders.  If one or both of Castor and of BHD (inclusive of their assigns) are no longer Control Shareholders, the agreement of all Control Shareholders will be required for all voting decisions including but not limited to all new share issuances.

7.        Covenants.

7.1      Disclosure of Information.  During the term of this Agreement and thereafter, each Party shall not, at any time, directly or indirectly, disclose any confidential or proprietary information for any reason or purpose whatsoever to any person, firm, corporation, association or other entity to legal and financial advisors who agree in writing to maintain the confidentiality of such confidential or proprietary information on terms substantially similar to those stated here, nor shall either Party directly or indirectly make use of any such confidential or proprietary information for its own purpose or for the benefit of any person, firm, corporation, association or other entity except as provided and contemplated herein, and each Party hereby acknowledges that each Party or affiliates would be irreparably damaged if such confidential or proprietary information were disclosed to or utilized on behalf of others in competition in any respect with the other Party or any affiliate thereof.  For the purposes of this Section 7, the term "confidential or proprietary information" shall mean all information concerning the business, customers or affairs of either Party or any affiliate thereof, including matters such as trade secrets, research and development activities, books and records, customer lists, suppliers, distribution channels, pricing information, private processes, software, functional specifications, blueprints, know-how, data, improvements, discoveries, designs, inventions, techniques, marketing plans, strategies, forecasts, new products and financial statements as they may exist from time to time, which the other Party may have acquired or obtained by virtue of its relationship with each other or any subsidiary or affiliate thereof, except for such information which (i) becomes generally available to the public, other than as the result of a disclosure made directly or indirectly by a Party, (ii) was known to the person, firm, corporation or other entity to which such information was disclosed by a Party prior to its disclosure directly or indirectly by the other Party, (iii) was previously available to the person, firm, corporation or other entity to which such information was disclosed directly or indirectly by a Party on a non-confidential basis from a source which was entitled to disclose the same or (iv) if required by law, governmental order or decree to be disclosed by a Party.

7.2       Injunctive Relief.  Each Party hereto acknowledges that the provisions of this Section 7 are reasonable and necessary for the protection of each Party’s interests and that a Party will be irrevocably damaged if such covenants are not specifically enforced.  Accordingly, each Party hereto agrees that, in addition to any other relief to which the another Party or Parties may be entitled in the form of actual or punitive damages, the another Party or Parties shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining the offending Party from any actual or threatened breach of such covenants.

8.        Applicable Governing Law.

This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Nevada, USA.

9.        Notices.

Any notice or other communication under this Agreement shall be in writing and shall be considered given when delivered personally or three business days after mailing by U.S., U.K., Canadian, Dutch, French or other relevant governmental registered mail, return receipt requested, to the Parties at their respective addresses or at such other address as a Party may specify by notice to the others. 

10.      Entire Agreement; Amendment.

This Agreement shall supersede all existing agreements between the Control Shareholders relating to the terms of this Agreement. This Agreement may not be amended except by written agreement of both of Castor and of BHD (or their assigns), signed by both parties so long as both are Parties to this Agreement.  If one or both of Castor and of BHD (inclusive of their assigns) are no longer Control Shareholders, the written consent of all Control Shareholders will be required for any amendment to this Agreement.

11.      Waiver.

The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

12.        Sale, Assignment, or Other Disposition and Right of First Refusal.

In case Castor or BHD intends to sell or assign all or part of its Control Shares to a third party excluding immediate family member(s), written notice must be provided to the other party and such other party shall have 90 days right of first refusal to purchase such shares at a price determined by an ASA-accredited independent valuation appraiser, such party may waive such valuation in writing to facilitate the sale and assignment at an earlier date.  Only with the approval of both Castor and BHD, each of the other original Control Shareholders may sell or assign all or part of its Control Shares to a third party to purchase such shares through the same valuation process described in this paragraph, subject to the right of first refusal of Castor and BHD.

13.       Headings.

The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.       Counterparts and Facsimile Signature.

This Agreement may be signed in counterparts, all of which when taken together shall constitute a single executed document and signatures transmitted by facsimile or generally accepted electronic means shall be deemed valid execution of this Agreement binding on the Parties.

15.       Authority.

Each Party represents and warrants to the other that the signature below by each Party’s agent or representative is duly authorized by each Party’s governing body and governing documents, and that each signature is duly effective to bind such Party to this Agreement in accordance with its terms.

16.       Indemnity.

Each Party shall indemnify, defend and hold harmless each other, its directors, officers and shareholders from and against any and all demands, claims actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, reasonable attorney’s fees and related costs, asserted against, relating to, imposed upon, or incurred by a Party, directly or indirectly, by reason of, resulting from, or arising in connection with a Party's operations during the term of this Agreement.

17.        Termination.

Should this Agreement become terminated, the Control Shares issued to each of the aforementioned Control Shareholders shall be retained and distributed to each Control Shareholder in the spirit of the Agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above.

            /s/ Mark Jordan                                                            /s/ Dorothy H. Bray

            __________________                                                ____________________                   
            Castor Management Services, Inc.                                BHD Holding BV

by Mark Jordan, President                                            by Dorothy H. Bray, Ph.D., Owner

            /s/ Khadija Benlhassan-Chahour                                 /s/ Chad S. Johnson

___________________                                              ___________________

            Khadija Benlhassan-Chahour, Ph.D.                             CSJ Group LLC

                                                                                                by Chad S. Johnson, Esq., Owner

            /s/ Chad S. Johnson

            ___________________

            Pharma Investing News, Inc.

            by Chad S. Johnson, Esq., Director

[Schedule A to Follow]

Schedule A

Control Shareholders' List and Respective Number of Control Shares

Name of Shareholder	Number of Shares
Castor Management Services, Inc.	500,000
BHD Holding BV	370,000
Khadija Benlhassan-Chahour, Ph.D.	100,000
CSJ Group LLC	30,000

EX-10.1

CONTROL SHAREHOLDER AGREEMENT

THIS CONTROL SHAREHOLDER AGREEMENT(this “Agreement”) made effective as of the 13^th day of December 2013 (the “Effective Date”),

 BETWEEN:

Pharma Investing News, Inc. ("PINV" or the "Corporation"), a Nevada corporationwith its corporate offices located at 9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210.

OF THE FIRST PART

- and –

Castor Management Services, Inc., 9107 Wilshire Blvd Suite 450, Beverly Hills, CA 90210 (with president of Mark Jordan of California, USA) or its Assigns (“Castor”)

- and –

BHD Holding B.V. with registered address Hemonystraat 11, 1074 BK Amsterdam, The Netherlands (owned by Dorothy H. Bray, Ph.D. of the UK) or its Assigns (“BHD”)

- and –

Khadija Benlhassan-Chahour, Ph.D. with address of 13 Avenue des Vosges, 77270 Villeparisis, Paris, France, or her Assigns (“KBC”)

- and –

CSJ Group LLC with address of 1754 Willard Street NW #3, Washington, DC, USA (owned by Chad S. Johnson, Esq., of Washington, DC, USA), or its Assigns (“CSJ”)

Castor, BHD, KBC and CSJ are hereinafter referred to as the “Control Shareholders” or individually a "Control Shareholder" of PINV.  Hereinafter the Control Shareholders and PINV are referred to as the "Parties" or individually as a "Party".

OF THE SECOND PART

WHEREAS:

A. Control Shareholders will provide Control services ("Control Services") to the Corporation in an executive capacity;

B. Control Shareholders hold shares directly or indirectly in the Corporation.

C. The Control Shareholders desire to assure stable governance of the Corporation through the Control Services of the Control Shareholders for an indefinite term and the Parties are entering into this Agreement for that purpose and in order to set forth the terms of the Agreement.

D.  Castor and BHD, so long as both are Parties to the Agreement, are intended by this Agreement to maintain equal control (50% / 50%) over voting matters of the Corporation, as if Castor's and BHD's cumulative two votes were a unanimous vote of all controlling shares.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.        Term of Control Services.

The Corporation hereby requests the Services of the Control Shareholders until this Agreement is terminated by any clause in this Agreement ("Control Term").

2.        Duties of Control Shareholders.

2.1.      The Control Shareholders shall do and perform all services, acts and things necessary or advisable consistent with law in that capacity in connection with the conduct of the business of the Corporation.

2.2.      The Control Shareholders shall devote adequate services to accommodate the business of the Corporation during the Control Term. A Control Shareholder may devote time and effort to personal activities to the extent that such activities do not materially interfere with the performance of his or her duties hereunder. If the Corporation advises the Control Shareholder that, in its good faith judgment, such activities are materially interfering with the performance of the Control Shareholder's duties hereunder, the Control Shareholder will promptly take steps to rectify the issue.

3.         Compensation of Control Shareholders.

3.1.      Compensation for the services hereunder, effective the First (1st) of January 2014, each Control Shareholder or its assigns shall be entitled to receive a per diem ("Compensation") of not more than twelve thousand US dollars ($12,000.00) per year, payable in installments on the Corporation's regular payroll dates or such other dates as the Parties may reasonably determine from time to time.  In the occurrence that all Control Shareholders deem the funds unavailable, the Compensation shall be accrued and paid out on a latter date within a reasonable time in the form of additional shares of the Corporation or cash payment at the mutually agreed discretion of all the Control Shareholders.

The Corporation's Board of Directors will review the compensation annually, and, with the approval of all the Control Shareholders, may (but shall be under no obligation to) further increase such Compensation.

3.2.       Expenses associated with the Corporation’s normal business shall be reasonable and approved by the Board of Directors before payment or reimbursement. Payment or reimbursement shall be given priority over the Compensation and be provided immediately or as soon thereafter as possible after submission of the expense reports and approval in a manner determined by the Board of Directors.

4.          Compensation from Share Pooling Arrangement.

4.1.       The Control Shareholders all agree to place all, meaning one million (1,000,000) series A preferred shares of the Corporation (the "Control Shares") under the beneficial control of the Control Shareholders in pool with an Escrow Agent initially to be appointed by mutual decision of Castor and BHD.  A list of each Control Shareholder's Control Shares is attached as Schedule “A”.

4.2.       The Escrow Agent will release the Control Shares from escrow with the written consent of all of the Control Shareholders.  The Escrow Agent will place the Control Shares into an appropriate account pending further instructions by the written consent of all of the Control Shareholders.

5.         Compensation to others.

The Control Shareholders shall agree before any issuance of incentive shares are provided to other parties for their services as directors, officers, new, and/or any other positions deemed necessary and appropriate for the furtherance of the business of the Corporation.

6.         Voting of Shares in Escrow.

The Control Shareholders will receive a Proxy of Voting Rights to all Control Shares in pool with the Escrow Agent.  The written consent of each of Castor and BHDshall agree for all voting decisions including but not limited to all new common share issuances, so long as each of Castor and BHD (or their assigns) are Control Shareholders.  If one or both of Castor and of BHD (inclusive of their assigns) are no longer Control Shareholders, the agreement of all Control Shareholders will be required for all voting decisions including but not limited to all new share issuances.

7.         Covenants.

7.1       Disclosure of Information.  During the term of this Agreement and thereafter, each Party shall not, at any time, directly or indirectly, disclose any confidential or proprietary information for any reason or purpose whatsoever to any person, firm, corporation, association or other entity to legal and financial advisors who agree in writing to maintain the confidentiality of such confidential or proprietary information on terms substantially similar to those stated here, nor shall either Party directly or indirectly make use of any such confidential or proprietary information for its own purpose or for the benefit of any person, firm, corporation, association or other entity except as provided and contemplated herein, and each Party hereby acknowledges that each Party or affiliates would be irreparably damaged if such confidential or proprietary information were disclosed to or utilized on behalf of others in competition in any respect with the other Party or any affiliate thereof.  For the purposes of this Section 7, the term "confidential or proprietary information" shall mean all information concerning the business, customers or affairs of either Party or any affiliate thereof, including matters such as trade secrets, research and development activities, books and records, customer lists, suppliers, distribution channels, pricing information, private processes, software, functional specifications, blueprints, know-how, data, improvements, discoveries, designs, inventions, techniques, marketing plans, strategies, forecasts, new products and financial statements as they may exist from time to time, which the other Party may have acquired or obtained by virtue of its relationship with each other or any subsidiary or affiliate thereof, except for such information which (i) becomes generally available to the public, other than as the result of a disclosure made directly or indirectly by a Party, (ii) was known to the person, firm, corporation or other entity to which such information was disclosed by a Party prior to its disclosure directly or indirectly by the other Party, (iii) was previously available to the person, firm, corporation or other entity to which such information was disclosed directly or indirectly by a Party on a non-confidential basis from a source which was entitled to disclose the same or (iv) if required by law, governmental order or decree to be disclosed by a Party.

7.2        Injunctive Relief.  Each Party hereto acknowledges that the provisions of this Section 7 are reasonable and necessary for the protection of each Party’s interests and that a Party will be irrevocably damaged if such covenants are not specifically enforced.  Accordingly, each Party hereto agrees that, in addition to any other relief to which the another Party or Parties may be entitled in the form of actual or punitive damages, the another Party or Parties shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining the offending Party from any actual or threatened breach of such covenants.

8.          Applicable Governing Law.

This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Nevada, USA.

9.         Notices.

Any notice or other communication under this Agreement shall be in writing and shall be considered given when delivered personally or three business days after mailing by U.S., U.K., Canadian, Dutch, French or other relevant governmental registered mail, return receipt requested, to the Parties at their respective addresses or at such other address as a Party may specify by notice to the others. 

10.        Entire Agreement; Amendment.

This Agreement shall supersede all existing agreements between the Control Shareholders relating to the terms of this Agreement. This Agreement may not be amended except by written agreement of both of Castor and of BHD (or their assigns), signed by both parties so long as both are Parties to this Agreement.  If one or both of Castor and of BHD (inclusive of their assigns) are no longer Control Shareholders, the written consent of all Control Shareholders will be required for any amendment to this Agreement.

11.        Waiver.

The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

12.         Sale, Assignment, or Other Disposition and Right of First Refusal.

In case Castor or BHD intends to sell or assign all or part of its Control Shares to a third party excluding immediate family member(s), written notice must be provided to the other party and such other party shall have 90 days right of first refusal to purchase such shares at a price determined by an ASA-accredited independent valuation appraiser, such party may waive such valuation in writing to facilitate the sale and assignment at an earlier date.  Only with the approval of both Castor and BHD, each of the other original Control Shareholders may sell or assign all or part of its Control Shares to a third party to purchase such shares through the same valuation process described in this paragraph, subject to the right of first refusal of Castor and BHD.

13.         Headings.

The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.        Counterparts and Facsimile Signature.

This Agreement may be signed in counterparts, all of which when taken together shall constitute a single executed document and signatures transmitted by facsimile or generally accepted electronic means shall be deemed valid execution of this Agreement binding on the Parties.

15.        Authority.

Each Party represents and warrants to the other that the signature below by each Party’s agent or representative is duly authorized by each Party’s governing body and governing documents, and that each signature is duly effective to bind such Party to this Agreement in accordance with its terms.

16.        Indemnity.

Each Party shall indemnify, defend and hold harmless each other, its directors, officers and shareholders from and against any and all demands, claims actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, reasonable attorney’s fees and related costs, asserted against, relating to, imposed upon, or incurred by a Party, directly or indirectly, by reason of, resulting from, or arising in connection with a Party's operations during the term of this Agreement.

17.        Termination.

Should this Agreement become terminated, the Control Shares issued to each of the aforementioned Control Shareholders shall be retained and distributed to each Control Shareholder in the spirit of the Agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above.

            /s/ Mark Jordan                                                            /s/ Dorothy H. Bray

            __________________                                                ____________________                   
            Castor Management Services, Inc.                                BHD Holding BV

by Mark Jordan, President                                            by Dorothy H. Bray, Ph.D., Owner

            /s/ Khadija Benlhassan-Chahour                                 /s/ Chad S. Johnson

___________________                                              ___________________

            Khadija Benlhassan-Chahour, Ph.D.                             CSJ Group LLC

                                                                                                by Chad S. Johnson, Esq., Owner

            /s/ Chad S. Johnson

            ___________________

            Pharma Investing News, Inc.

            by Chad S. Johnson, Esq., Director

[Schedule A to Follow]

Schedule A

Control Shareholders' List and Respective Number of Control Shares

Name of Shareholder	Number of Shares
Castor Management Services, Inc.	500,000
BHD Holding BV	370,000
Khadija Benlhassan-Chahour, Ph.D.	100,000
CSJ Group LLC	30,000

EX-10.2

EXECUTIVE MANAGEMENT AND BONUS AGREEMENT

THIS AGREEMENT (the "Agreement") effective as of this thirteenth (13th) day of December 2013 (the “Effective Date”), entered into between Pharma Investing News, Inc. a Nevada Corporation, with its principal offices located at 9107 Wilshire Blvd, Suite 450, Beverly Hills, CA 90210 (the “Company” or “PINV”) and Dr. Dorothy H Bray of the United Kingdom (the “Executive”) (together, the Company and the Executive may be referred to herein as the "parties", or each individually as a "party").

WHEREAS:

A.The Company is in the business of developing patented technology devices and systems for manufacturing, marketing, and distribution worldwide and developing patented and/or protected pharmaceutical, medicinal, food, nutrition, and other products for worldwide marketing and distribution;

B.The Company wishes to engage the services of the Executive as an executive of the Company; and

C.The Company and the Executive have agreed to enter into an executive management agreement for their mutual benefit.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1.        ENGAGEMENT AS AN EXECUTIVE

1.1       The Company hereby engages the Executive as an executive of the Company, to undertake the duties and title of Member, Board of Directors, and to undertake the duties and title of Chief Executive Officer & President, and the Executive agrees to exercise those powers as requested by the Company or its subsidiaries from time to time, (collectively the “Services”) and the Executive accepts such engagement on the terms and conditions set forth in this Agreement.

2.        TERM OF THIS AGREEMENT

2.1       The term of this Agreement shall begin as of the Effective Date and shall continue for five (5) years or until terminated earlier pursuant to Sections 10 and 11 herein (the “Term”).  Any renewal period for this Agreement shall be at the sole discretion of the Company including any compensation or stock/stock option compensation for services paid to the Executive during the renewal term.

3.        EXECUTIVE SERVICES

3.1The Executive shall undertake and perform the duties and responsibilities commonly associated with acting in the capacities of Director and Chief Executive Officer (CEO) & President.  The Executive agrees that Executive's duties may be reasonably modified by written agreement of both the Company and the Executive from time to time.

3.2In providing the Services the Executive shall:

·comply with all applicable local statutes, laws and regulations;

·not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company;

·not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and

not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent.

4.        EXECUTIVE COMPENSATION

4.1Management Fees.  As compensation for services provided for the executive roles in the Company, the Company shall pay the Executive or Executive's assigns $10,000 per month for the first three months (December 2013, January 2014, and February 2014) and $23,333 per month for the nine months thereafter (March through November 2014) through to the end of the first year of service under this Agreement, considered to be November 30, 2014.  (The first month shall be considered the remainder of December 2013 and the fee paid for this first month shall not be fractionalized.)  In subsequent years of service, the monthly fee shall be determined by a majority vote of the shareholders of the Company, following a recommendation from the Company's Board of Directors.  Notwithstanding the provisions regarding evaluation for bonuses and fee increases contained herein, it is agreed that the monthly fee paid to the Executiveor Executive'sassigns shall be reevaluated for increase as of June 1, 2014 and annually.  All Management Fee payments shall be paid to the Executive or Executive's assigns semi-monthly on the 15^th and last day of each calendar month, or prior business day if any of those days fall on a week or statutory holiday.

4.2Bonus Shares.  As a signing bonus for acting as CEO & President and Director of the Company, the Company shall, within seven (7) days of the Executive's signing of this Agreement, or as soon as possible to this time frame, pay the Executive one million (1,000,000) Form S-8 registered free-trading common shares of the Company common stock and pay to the Executive or Executive's assigns one million (1,000,000) Rule 144 restricted common shares of the Company common stock, followed by payments one year following the signing of the Agreement (considered November 30, 2014) of an identical stock bonus to the Executive of an additional one million (1,000,000) Form S-8 registered free-trading common shares of the Company common stock and to the Executive or Executive's assigns one million (1,000,000) Rule 144 restricted common shares of the Company common stock.  All bonus shares are considered fully earned on signing and issuance.  The Company’s common stock, par value $0.001 per share, currently trades on the NASDAQ OTC Bulletin Board under the symbol ‘PINV’.  The proceeds from the sale of S-8 shares shall be for services to the Company as determined by the Board of Directors.

4.3Performance Bonus.As further compensation based on job and Company performance, product development, new patents, branding, product sales, achievement of project or operational milestones, the Company is committed to providing additional cash and stock bonuses to the Executive or Executive's assigns, typically to be considered at least annually. Such bonuses will be at the sole discretion of the Company based on overall performance and available operating cash flow.  The Company reserves the right to issue equivalent after-tax value in free-trading common stock in lieu of cash bonuses.

4.4       Additional Compensation Provisions.  Hereinafter, Sections 4.1 through 4.4 are collectively referred to as the “Compensation”.  The Compensation shall not be adversely affected by any change of title with or corporate duties within the Company, so long as Services continue to be provided to the Company, as it is expected that positions within the Company may evolve over time. 

5.        REIMBURSEMENT OF EXPENSES

5.1       The parties agree that the Compensation hereunder is not inclusive of any and all fees or expenses incurred by the Executive on the Company’s behalf pursuant to this Agreement including the costs of rendering the Services.  It is expected that the Company will provide the Executive a computer and software allowance in the first month or a reimbursement for this purpose.  The Companyshall reimburse the Executive for any bona fide expenses including but not limited to travel and telephone incurred by the Executive on behalf of the Company in connection with the provision of the Services upon the Executive submitting to the Company an itemized written account of such expenses and corresponding expense receipts in a form acceptable to the Company within 20 days after the Executive incurs such expenses or within a time period agreed to by the Parties. 

6.        CONFIDENTIALITY

6.1       The Executive shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company its directors, officers, shareholders, employees, or consultants (the "Confidential Information").  The Executive shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Executive is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order.  As a material inducement to the Company entering into this Agreement, the Executive shall, at the Company’s request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Executive.

7.        GRANTS OF RIGHTS AND INSURANCE

7.1       The Executive agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under United Kingdom, France, Netherlands, or Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions.  All intellectual property rights and any other rights which the Executive may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created.  The Executive hereby waives any moral rights of authors or similar rights the Executive may have in or to the results and proceeds of the Executive Services hereunder.

7.3       The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Executive, in any amount the Company deems necessary to protect the Company's interest hereunder with prior notice given to the Executive.  The Executive shall not have any right, title, or interest in or to such insurance.

8.        REPRESENTATIONS AND WARRANTIES

8.1       The Executive represents, warrants and covenants to the Company as follows:

(a)the Executive is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder;

(b)the Executive is not under any physical or mental disability that would hinder the performance of Executive's duties under this Agreement; and

(c)the Company will provide and disclose all legal and commercial information to the Executive that is necessary to perform Executive’s duties.

9.        INDEMNIFICATION

9.1       The Executive shall indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Executive of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Executive.

9.2       The Company shall indemnify and hold harmless the Executive, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Company of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Company.

10.        NO OBLIGATION TO PROCEED. 

10.1       Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Executive is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Executive the Compensation.  All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Company’s right of termination, disability and default).

11.        RIGHT OF TERMINATION. 

11.1       The Company and the Executive shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than 90 days written notice. All Compensation due to the Executive must be paid in full prior to any termination taking effect upon which all monies due to the Executive will be considered paid in full for the term the services were performed. Upon termination of this Agreement the Executive shall continue to work with the Company to fulfill the obligations of this Agreement during the notice period and this period will be paid for per terms of this Agreement.  All stock bonuses and stock and options vested at the time of termination shall remain under the ownership of the Executive and shall remain exercisable until expiry.

12.        DEFAULT/DISABILITY.

12.1      No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Executive shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure).  Upon any material breach or de­fault by the Executive of any of the terms and conditions hereof, or the terms and conditions of any other agreement between the Company and the Executive for the services of the Executive, the Executive may cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure), or the Company shall immediately have the right to suspend or to terminate this Agreement and any other agreement between the Company and the Executive for the services of the Executive. 

13.        COMPANY'S REMEDIES. 

13.1       The services to be rendered by the Executive hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Executive of any of the provisions of this Agreement shall cause the Company irreparable injury and damages.  The Executive expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof by the Executive.  Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise.

14.       RELATIONSHIP. 

14.1      Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the parties for any purpose whatsoever.  Except as may be expressly provided herein, neither party may be held responsible for the acts either of omission or commission of the other party, and neither party is authorized, or has the power, to obligate or bind the other party by contract, agreement, warranty, representation or otherwise in any manner.

15.      MISCELLANEOUS PROVISIONS

(a)Time.  Time is of the essence of this Agreement.

(b)Presumption.  This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

(c)Titles and Captions.  All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

(d)Further Action.  The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

(e)Savings Clause.  If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

(f)Assignment.  The Company may assign this Agreement, in whole or in part, at any time to any party, as the Company shall determine in its sole discretion; pro­vided that, no such assignment shall relieve the Company of its obligations hereunder unless consented to by the Executive in writing.  The Executive may assign this Agreement with the prior consent of the Company, which consent shall not be unreasonably withheld.

(g)Notices.  All notices required, or permitted to be given, under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified.  Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten(10) days written notice, to the other party.

(h)Entire Agreement.  This Agreement contains the entire understanding and agreement among the parties.  There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto.  This Agreement may be amended only in writing signed by all parties.

(i)Waiver.  A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

(j)Counterparts.  This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.   Counterparts delivered by electronic means and/or which contain electronic signatures shall be permitted and form valid counterparts or validly executed counterparts, respectively.

(k)Successors.  The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.

(l)Counsel.  The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

PHARMA INVESTING NEWS, INC.                                                        

Per:  /s/ Chad S. Johnson

________________________________

Chad S. Johnson, Esq.

Director, President & CEO                                           

EXECUTIVE:

Per: /s/ Dr. Dorothy Helen Bray

_______________________________

Dr. Dorothy Helen Bray

EX-10.3

EXECUTIVE MANAGEMENT AND BONUS AGREEMENT

THIS AGREEMENT (the "Agreement") effective as of this thirteenth (13th) day of December 2013 (the “Effective Date”), entered into between Pharma Investing News, Inc. a Nevada Corporation, with its principal offices located at 9107 Wilshire Blvd, Suite 450, Beverly Hills, CA 90210 (the “Company” or “PINV”) and CSJ Group LLC or its Assigns (owned 100% by Chad S. Johnson, Esq. of Washington, DC) (herein, the “Executive”) (together, the Company and the Executive may be referred to herein as the "parties", or each individually as a "party").

WHEREAS:

A.The Company is in the business of developing patented technology devices and systems for manufacturing, marketing, and distribution worldwide and developing patented and/or protected pharmaceutical, medicinal, food, nutrition, and other products for worldwide marketing and distribution;

B.The Company wishes to engage the services of the Executive of the Company; and

C.The Company and the Executive have agreed to enter into an executive management agreement for their mutual benefit.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1.         ENGAGEMENT AS AN EXECUTIVE

1.1       The Company hereby engages the Executive of the Company, to undertake the duties and title of Member, Board of Directors, and to undertake the duties and titles of Chief Operating Officer, General Counsel, and Secretary, and the Executive agrees to exercise those powers as requested by the Company or its subsidiaries from time to time, (collectively the “Services”) and the Executive accepts such engagement on the terms and conditions set forth in this Agreement.

2.         TERM OF THIS AGREEMENT

2.1       The term of this Agreement shall begin as of the Effective Date and shall continue for five (5) years or until terminated earlier pursuant to Sections 10 and 11 herein (the “Term”).  Any renewal period for this Agreement shall be at the sole discretion of the Company including any compensation or stock/stock option compensation for services paid to the Executive during the renewal term.

3.         EXECUTIVE SERVICES

3.1The Executive shall undertake and perform the duties and responsibilities commonly associated with acting in the capacities of Director, Chief Operating Officer, General Counsel, and Secretary.  The Executive agrees that Executive's duties may be reasonably modified by written agreement of both the Company and the Executive from time to time.

3.2In providing the Services, the Executiveshall:

·comply with all applicable local statutes, laws and regulations;

·not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company;

·not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and

·not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent.

4.         EXECUTIVE COMPENSATION

4.1Management Fees.  As compensation for services provided for the executive roles in the Company, the Company shall pay the Executiveor Executive'sassigns $10,000 per monthfor the first three months (December 2013, January 2014, and February 2014) and $15,000 permonth for the nine months thereafter (March through November 2014) through to the end of the first year of service under this Agreement, considered to be November 30, 2014.  (The first month shall be considered the remainder of December 2013 and the monthly fee shall not be pro rated.)  In subsequent years of service, the monthly fee shall be determined by a majority vote of the shareholders of the Company, following a recommendation from the Company's Board of Directors.  Notwithstanding the provisions regarding evaluation for bonuses and fee increases contained herein, it is agreed that the monthly fee paid to the Executiveor Executive'sassigns is below market and shall be reevaluated for increase as of June 1, 2014 and annually.  All Management Fee payments shall be paid to the Executiveor Executive's assigns semi-monthly on the 15^th and last day of each calendar month, or prior business day if any of those days falls on a week or statutory holiday.

4.2Bonus Shares.  As a signing bonus for acting as Chief Operating Officer, General Counsel, Secretary, and Director of the Company, the Company shall, within seven (7) days of Executive's signing of this Agreement, or as soon as possible to this time frame, pay the Executive or the Executive’s assigns one million (1,000,000) Rule 144 restricted common shares of the Company common stock, followed by payment one year following the signing of the Agreement (considered November 30, 2014) of an identical stock bonus to the Executive or Executive's assigns of an additional one million (1,000,000) Rule 144 restricted common shares of the Company common stock.  All bonus shares are considered fully earned on signing and issuance.  The Company’s common stock, par value $0.001 per share, currently trades on the NASDAQ OTC Bulletin Board under the symbol ‘PINV’.

4.3Performance Bonus.As further compensation based on job and Company performance, product development, new patents, branding, product sales, achievement of project or operational milestones, the Company is committed to providing additional cash and stock bonuses to the Executive or Executive's assigns, typically to be considered at least annually. Such bonuses will be at the sole discretion of the Company based on overall performance and available operating cash flow.  The Company reserves the right to issue equivalent after-tax value in free-trading common stock in lieu of cash bonuses.

4.4Additional Compensation Provisions.  Hereinafter, Sections 4.1 through 4.4 are collectively referred to as the “Compensation”.  The Compensation shall not be adversely affected by any change of title with or corporate duties within the Company, so long as Services continue to be provided to the Company, as it is expected that positions within the Company may evolve over time. In addition, the Company, at the Executive's election, shall pay for the first three years of expenses relating to the establishment, accounting, and maintenance of a holding BV in Amsterdam to be owned and controlled by the Executive.

5.         REIMBURSEMENT OF EXPENSES

5.1       The parties agree that the Compensation hereunder is not inclusive of any and all fees or expenses incurred by the Executive on the Company’s behalf pursuant to this Agreement including the costs of rendering the Services.  It is expected that the Company will provide the Executive a computer and software allowance in the first month or a reimbursement for this purpose.  The Companyshall reimburse the Executive for any bona fide expenses including but not limited to travel and telephone incurred by the Executive on behalf of the Company in connection with the provision of the Services upon the Executive submitting to the Company an itemized written account of such expenses and corresponding expense receipts in a form acceptable to the Company within 20 days after the Executive incurs such expenses or within a time period agreed to by the Parties. 

6.         CONFIDENTIALITY

6.1       The Executive shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company its directors, officers, shareholders, employees, or consultants (the "Confidential Information").  The Executive shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Executive is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order.  As a material inducement to the Company entering into this Agreement, the Executive shall, at the Company’s request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Executive.

7.         GRANTS OF RIGHTS AND INSURANCE

7.1       The Executive agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under United Kingdom, France, Netherlands, or Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions.  All intellectual property rights and any other rights which the Executive may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created.  The Executive hereby waives any moral rights of authors or similar rights the Executive may have in or to the results and proceeds of the Executive Services hereunder.

7.3       The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Executive, in any amount the Company deems necessary to protect the Company's interest hereunder with prior notice given to the Executive.  The Executive shall not have any right, title, or interest in or to such insurance.

8.         REPRESENTATIONS AND WARRANTIES

8.1       The Executive represents, warrants and covenants to the Company as follows:

(a)the Executive is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder;

(b)the Executive is not under any physical or mental disability that would hinder the performance of Executive's duties under this Agreement; and

(c)the Company will provide and disclose all legal and commercial information to the Executive that is necessary to perform Executive’s duties.

9.         INDEMNIFICATION

9.1       The Executive shall indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Executive of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Executive.

9.2       The Company shall indemnify and hold harmless the Executive, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Company of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Company.

10.        NO OBLIGATION TO PROCEED. 

10.1     Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Executive is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Executive the Compensation.  All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Company’s right of termination, disability and default).

11.       RIGHT OF TERMINATION. 

11.1      The Company and the Executive shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than 90 days written notice. All Compensation due to the Executive must be paid in full prior to any termination taking effect upon which all monies due to the Executive will be considered paid in full for the term the services were performed. Upon termination of this Agreement the Executive shall continue to work with the Company to fulfill the obligations of this Agreement during the notice period and this period will be paid for per terms of this Agreement.  All stock bonuses and stock and options vested at the time of termination shall remain under the ownership of the Executive and shall remain exercisable until expiry.

12.        DEFAULT/DISABILITY.

12.1      No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Executive shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure).  Upon any material breach or de­fault by the Executive of any of the terms and conditions hereof, or the terms and conditions of any other agreement between the Company and the Executive for the services of the Executive, the Executive may cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure), or the Company shall immediately have the right to suspend or to terminate this Agreement and any other agreement between the Company and the Executive for the services of the Executive.  

13.        COMPANY'S REMEDIES. 

13.1      The services to be rendered by the Executive hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Executive of any of the provisions of this Agreement shall cause the Company irreparable injury and damages.  The Executive expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof by the Executive.

14.       RELATIONSHIP. 

14.1 Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the parties for any purpose whatsoever.  Except as may be expressly provided herein, neither party may be held responsible for the acts either of omission or commission of the other party, and neither party is authorized, or has the power, to obligate or bind the other party by contract, agreement, warranty, representation or otherwise in any manner.

15.       MISCELLANEOUS PROVISIONS

(a)Time.  Time is of the essence of this Agreement.

(b)Presumption.  This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

(c)Titles and Captions.  All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

(d)Further Action.  The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

(e)Savings Clause.  If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

(f)Assignment.  The Company may assign this Agreement, in whole or in part, at any time to any party, as the Company shall determine in its sole discretion; pro­vided that, no such assignment shall relieve the Company of its obligations hereunder unless consented to by the Executive in writing.  The Executive may assign this Agreement with the prior consent of the Company, which consent shall not be unreasonably withheld.

(g)Notices.  All notices required, or permitted to be given, under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified.  Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten (10) days written notice, to the other party.

(h)Entire Agreement.  This Agreement contains the entire understanding and agreement among the parties.  There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto.  This Agreement may be amended only in writing signed by all parties.

(i)Waiver.  A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

(j)Counterparts.  This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.   Counterparts delivered by electronic means and/or which contain electronic signatures shall be permitted and form valid counterparts or validly executed counterparts, respectively.

(k)Successors.  The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.

(l)Counsel.  The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

PHARMA INVESTING NEWS, INC.                                                        

Per: /s/ Dorothy Bray

_____________________________________

Dorothy Bray, Ph.D.

President & CEO, Director                                          

EXECUTIVE:

Per: /s/ Chad S. Johnson

___________________________________

Chad S. Johnson, Esq., President & Owner

CSJ Group LLC

EX-10.4

 EXECUTIVE MANAGEMENT AND BONUS AGREEMENT

THIS AGREEMENT (the "Agreement") effective as of this thirteenth (13th) day of December 2013 (the “Effective Date”), entered into between Pharma Investing News, Inc. a Nevada Corporation, with its principal offices located at 9107 Wilshire Blvd, Suite 450, Beverly Hills, CA 90210 (the “Company” or “PINV”) and James Scott Munro of Vancouver, BC, Canada or his assigns (the “Executive”) (together, the Company and the Executive may be referred to herein as the "parties", or each individually as a "party").

WHEREAS:

A.The Company is in the business of developing patented technology devices and systems for manufacturing, marketing, and distribution worldwide and developing patented and/or protected pharmaceutical, medicinal, food, nutrition, and other products for worldwide marketing and distribution;

B.The Company wishes to engage the services of the Executive of the Company; and

C.The Company and the Executive have agreed to enter into an executive management agreement for their mutual benefit.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1.         ENGAGEMENT AS AN EXECUTIVE

1.1       The Company hereby engages the Executive as an executive of the Company, to undertake the duties and title of Chief Financial Officer, and the Executive agrees to exercise those powers as requested by the Company or its subsidiaries from time to time, (collectively the “Services”) and the Executive accepts such engagement on the terms and conditions set forth in this Agreement.

2.         TERM OF THIS AGREEMENT

2.1       The term of this Agreement shall begin as of the Effective Date and shall continue for five (5) years or until terminated earlier pursuant to Sections 10 and 11 herein (the “Term”).  Any renewal period for this Agreement shall be at the sole discretion of the Company including any compensation or stock/stock option compensation for services paid to the Executive during the renewal term.

3.         EXECUTIVE SERVICES

3.1The Executive shall undertake and perform the duties and responsibilities commonly associated with acting in the capacity of Chief Financial Officer (CFO).  The Executive agrees that Executive's duties may be reasonably modified by written agreement of both the Company and the Executive from time to time.

3.2In providing the Services the Executive shall:

·comply with all applicable local statutes, laws and regulations;

·not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company;

·not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and

·not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent.

4.         EXECUTIVE COMPENSATION

4.1Management Fees.  As compensation for services provided for the executive roles in the Company, the Company shall pay the Executive or Executive's assigns $10,000 per month for the first three months (December 2013, January 2014, and February 2014) and $23,333 per month for the nine months thereafter (March through November 2014) through to the end of the first year of service under this Agreement, considered to be November 30, 2014.  (The first month shall be considered the remainder of December 2013 and the fee paid for this first month shall not be fractionalized.)  In subsequent years of service, the monthly fee shall be determined by a majority vote of the shareholders of the Company, following a recommendation from the Company's Board of Directors.  Notwithstanding the provisions regarding evaluation for bonuses and fee increases contained herein, it is agreed that the monthly fee paid to the Executiveor Executive'sassigns shall be reevaluated for increase as of June 1, 2014 and annually.  All Management Fee payments shall be paid to the Executive or Executive's assigns semi-monthly on the 15^th and last day of each calendar month, or prior business day if any of those days fall on a week or statutory holiday.

4.2Bonus Shares.  As a signing bonus for acting as CFO of the Company, the Company shall, within seven (7) days of Executive's signing of this Agreement, or as soon as possible to this time frame, pay the Executive or the Executive’s assigns one million (1,000,000) Form S-8 registered free-trading common shares of the Company common stock and one million (1,000,000) Rule 144 restricted common shares of the Company common stock, followed by payments one year following the signing of the Agreement (considered November 1, 2014) of an identical stock bonus to the Executive or Executive's assigns of an additional one million (1,000,000) Form S-8 registered free-trading common shares of the Company common stock and one million (1,000,000) Rule 144 restricted common shares of the Company common stock.  All bonus shares are considered fully earned on signing and issuance.  The Company’s common stock, par value $0.001 per share, currently trades on the NASDAQ OTC Bulletin Board under the symbol ‘PINV’.  The proceeds from the sale of S-8 shares shall be for services to the Company as determined by the Board of Directors.

4.3Performance Bonus.As further compensation based on job and Company performance, product development, new patents, branding, product sales, achievement of project or operational milestones, the Company is committed to providing additional cash and stock bonuses to the Executive or Executive's assigns, typically to be considered at least annually. Such bonuses will be at the sole discretion of the Company based on overall performance and available operating cash flow.  The Company reserves the right to issue equivalent after-tax value in free-trading common stock in lieu of cash bonuses.

Additional Compensation Provisions.  Hereinafter, Sections 4.1 through 4.4 are collectively referred to as the “Compensation”.  The Compensation shall not be adversely affected by any change of title with or corporate duties within the Company, so long as Services continue to be provided to the Company, as it is expected that positions within the Company may evolve over time.

5.         REIMBURSEMENT OF EXPENSES

5.1       The parties agree that the Compensation hereunder is not inclusive of any and all fees or expenses incurred by the Executive on the Company’s behalf pursuant to this Agreement including the costs of rendering the Services.  It is expected that the Company will provide the Executive a computer and software allowance in the first month or a reimbursement for this purpose.  The Companyshall reimburse the Executive for any bona fide expenses including but not limited to travel and telephone incurred by the Executive on behalf of the Company in connection with the provision of the Services upon the Executive submitting to the Company an itemized written account of such expenses and corresponding expense receipts in a form acceptable to the Company within 20 days after the Executive incurs such expenses or within a time period agreed to by the Parties. 

6.         CONFIDENTIALITY

6.1       The Executive shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company its directors, officers, shareholders, employees, or consultants (the "Confidential Information").  The Executive shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Executive is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order.  As a material inducement to the Company entering into this Agreement, the Executive shall, at the Company’s request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Executive.

7.         GRANTS OF RIGHTS AND INSURANCE

7.1       The Executive agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under United Kingdom, France, Netherlands, or Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions.  All intellectual property rights and any other rights which the Executive may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created.  The Executive hereby waives any moral rights of authors or similar rights the Executive may have in or to the results and proceeds of the Executive Services hereunder.

7.3       The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Executive, in any amount the Company deems necessary to protect the Company's interest hereunder with prior notice given to the Executive.  The Executive shall not have any right, title, or interest in or to such insurance.

8.         REPRESENTATIONS AND WARRANTIES

8.1       The Executive represents, warrants and covenants to the Company as follows:

(a)the Executive is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder;

(b)the Executive is not under any physical or mental disability that would hinder the performance of Executive's duties under this Agreement; and

(c)the Company will provide and disclose all legal and commercial information to the Executive that is necessary to perform Executive’s duties.

9.         INDEMNIFICATION

9.1       The Executive shall indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Executive of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Executive.

9.2       The Company shall indemnify and hold harmless the Executive, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Company of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Company.

10.        NO OBLIGATION TO PROCEED. 

10.1     Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Executive is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Executive the Compensation.  All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Company’s right of termination, disability and default).

11.       RIGHT OF TERMINATION. 

11.1      The Company and the Executive shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than 90 days written notice. All Compensation due to the Executive must be paid in full prior to any termination taking effect upon which all monies due to the Executive will be considered paid in full for the term the services were performed. Upon termination of this Agreement the Executive shall continue to work with the Company to fulfill the obligations of this Agreement during the notice period and this period will be paid for per terms of this Agreement.  All stock bonuses and stock and options vested at the time of termination shall remain under the ownership of the Executive and shall remain exercisable until expiry.

12.        DEFAULT/DISABILITY.

12.1      No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Executive shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure).  Upon any material breach or de­fault by the Executive of any of the terms and conditions hereof, or the terms and conditions of any other agreement between the Company and the Executive for the services of the Executive, the Executive may cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure), or the Company shall immediately have the right to suspend or to terminate this Agreement and any other agreement between the Company and the Executive for the services of the Executive. 

13.        COMPANY'S REMEDIES. 

13.1      The services to be rendered by the Executive hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Executive of any of the provisions of this Agreement shall cause the Company irreparable injury and damages.  The Executive expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof by the Executive.  Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise.

14.       RELATIONSHIP. 

14.1 Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the parties for any purpose whatsoever.  Except as may be expressly provided herein, neither party may be held responsible for the acts either of omission or commission of the other party, and neither party is authorized, or has the power, to obligate or bind the other party by contract, agreement, warranty, representation or otherwise in any manner.

15.       MISCELLANEOUS PROVISIONS

(a)Time.  Time is of the essence of this Agreement.

(b)Presumption.  This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

(c)Titles and Captions.  All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

(d)Further Action.  The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

(e)Savings Clause.  If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

(f)Assignment.  The Company may assign this Agreement, in whole or in part, at any time to any party, as the Company shall determine in its sole discretion; pro­vided that, no such assignment shall relieve the Company of its obligations hereunder unless consented to by the Executive in writing.  The Executive may assign this Agreement with the prior consent of the Company, which consent shall not be unreasonably withheld.

(g)Notices.  All notices required, or permitted to be given, under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified.  Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten (10) days written notice, to the other party.

(h)Entire Agreement.  This Agreement contains the entire understanding and agreement among the parties.  There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto.  This Agreement may be amended only in writing signed by all parties.

(i)Waiver.  A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

(j)Counterparts.  This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.   Counterparts delivered by electronic means and/or which contain electronic signatures shall be permitted and form valid counterparts or validly executed counterparts, respectively.

(k)Successors.  The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.

(l)Counsel.  The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

PHARMA INVESTING NEWS, INC.                                                        

Per: /s/ Dorothy Bray

________________________________

Dorothy Bray, Ph.D.

Director, President & CEO                               

Per: /s/ Chad S. Johnson                                                                                              

_____________________________                                                 

Chad S. Johnson, Esq.

Director, COO, General Counsel & Secretary

EXECUTIVE:

Per: /s/ James Scott Munro

______________________________

James Scott Munro

EX-10.5

 MANAGEMENT AND BONUS AGREEMENT 

THIS AGREEMENT (the "Agreement") effective as of this thirteenth (13th) day of December 2013 (the “Effective Date”), entered into between Pharma Investing News, Inc. a Nevada Corporation, with its principal offices located at 9107 Wilshire Blvd, Suite 450, Beverly Hills, CA 90210 (the “Company” or “PINV”) and Raymond Dabney of Vancouver, BC, Canada (the “Consultant”) (together, the Company and the Consultant may be referred to herein as the "parties", or each individually as a "party").

WHEREAS:

A.The Company is in the business of developing patented technology devices and systems for manufacturing, marketing, and distribution worldwide and developing patented and/or protected pharmaceutical, medicinal, food, nutrition, and other products for worldwide marketing and distribution;

B.The Company wishes to engage the services of the Consultant as an independent contractor of the Company; and

C.The Company and the Consultant have agreed to enter into a consulting agreement for their mutual benefit.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1.         ENGAGEMENT AS A CONSULTANT

1.1       The Company hereby engages the Consultant as an independent contractor of the Company, to undertake the duties and title of Managing Consultant, and the Consultant agrees to exercise those powers as requested by the Company or its subsidiaries from time to time, (collectively the “Services”) and the Consultant accepts such engagement on the terms and conditions set forth in this Agreement.

2.         TERM OF THIS AGREEMENT

2.1       The term of this Agreement shall begin as of the Effective Date and shall continue for five (5) years or until terminated earlier pursuant to Sections 10 and 11 herein (the “Term”).  Any renewal period for this Agreement shall be at the sole discretion of the Company including any compensation or stock/stock option compensation for services paid to the Consultant during the renewal term.

3.         CONSULTANT SERVICES

3.1The Consultant shall undertake and perform the duties and responsibilities commonly associated with acting in the capacity of Managing Consultant.  The Consultant agrees that Consultant's duties may be reasonably modified by written agreement of both the Company and the Consultant from time to time.

3.2In providing the Services the Consultant shall:

·comply with all applicable local statutes, laws and regulations;

·not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company;

·not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and

·not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent.

4.         CONSULTANT COMPENSATION

4.1Management Fees.  As compensation for services provided for the management role in the Company, the Company shall pay the Consultant or Consultant's assigns $10,000 per month for the first three months (December 2013, January 2014, and February 2014) and $23,333 per month for the nine months thereafter (March through November 2014) through to the end of the first year of service under this Agreement, considered to be November 30, 2014.  (The first month shall be considered the remainder of December 2013 and the fee paid shall not be pro rated or fractionalized.)  In subsequent years of service, the monthly fee shall be determined by a majority vote of the shareholders of the Company, following a recommendation from the Company's Board of Directors.  Notwithstanding the provisions regarding evaluation for bonuses and fee increases contained herein, it is agreed that the monthly fee paid to the Executiveor Executive'sassigns shall be reevaluated for increase as of June 1, 2014 and annually.  All Management Fee payments shall be paid to the Consultant or Consultant's assigns semi-monthly on the 15^th and last day of each calendar month, or prior business day if any of those days fall on a week or statutory holiday.

4.2Bonus Shares.  As a signing bonus for acting as Managing Consulting of the Company, the Company shall, within seven (7) days of Consultant's signing of this Agreement, or as soon as possible to this time frame, pay the Consultant or the Consultant’s assigns one million (1,000,000) Rule 144 restricted common shares of the Company common stock, followed by payment one year following the signing of the Agreement (considered November 30, 2014) of an identical stock bonus to Consultant or Consultant's assigns of an additional one million (1,000,000) Rule 144 restricted common shares of the Company common stock.  All bonus shares are considered fully earned on signing and issuance.  The Company’s common stock, par value $0.001 per share, currently trades on the NASDAQ OTC Bulletin Board under the symbol ‘PINV’.

4.3Performance Bonus.As further compensation based on job and Company performance, product development, new patents, branding, product sales, achievement of project or operational milestones, the Company is committed to providing additional cash and stock bonuses to the Consultant or Consultant's assigns, typically to be considered at least annually. Such bonuses will be at the sole discretion of the Company based on overall performance and available operating cash flow.  The Company reserves the right to issue equivalent after-tax value in free-trading common stock in lieu of cash bonuses.

4.4Additional Compensation Provisions.  Hereinafter, Sections 4.1 through 4.4 are collectively referred to as the “Compensation”.  The Compensation shall not be adversely affected by any change of title with or corporate duties within the Company, so long as Services continue to be provided to the Company, as it is expected that positions within the Company may evolve over time. 

5.         REIMBURSEMENT OF EXPENSES

5.1       The parties agree that the Compensation hereunder is not inclusive of any and all fees or expenses incurred by the Consultant on the Company’s behalf pursuant to this Agreement including the costs of rendering the Services.  It is expected that the Company will provide Consultant a computer and software allowance in the first month or a reimbursement for this purpose, preapproved by the Company with appropriate receipts for submission.  The Companyshall reimburse the Consultant for any bona fide expenses including but not limited to travel and telephone incurred by the Consultant on behalf of the Company in connection with the provision of the Services upon the Consultant submitting to the Company an itemized written account of such expenses and corresponding expense receipts in a form acceptable to the Company within 20 days after the Consultant incurs such expenses or within a time period agreed to by the Parties.   

6.         CONFIDENTIALITY

6.1       The Consultant shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company its Directors, officers, shareholders, employees, or consultants (the "Confidential Information").  The Consultant shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Consultant is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order.  As a material inducement to the Company entering into this Agreement, the Consultant shall, at the Company’s request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Consultant.

7.         GRANTS OF RIGHTS AND INSURANCE

7.1       The Consultant agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under United Kingdom, France, Netherlands, or Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions.  All intellectual property rights and any other rights which the Consultant may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created.  The Consultant hereby waives any moral rights of authors or similar rights the Consultant may have in or to the results and proceeds of the Consulting Services hereunder.

7.3       The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Consultant, in any amount the Company deems necessary to protect the Company's interest hereunder with prior notice given to the Consultant.  The Consultant shall not have any right, title, or interest in or to such insurance.

8.         REPRESENTATIONS AND WARRANTIES

8.1       The Consultant represents, warrants and covenants to the Company as follows:

(a)the Consultant is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder;

(b)the Consultant is not under any physical or mental disability that would hinder the performance of Consultant's duties under this Agreement; and

(c)The Company will provide and disclose all legal and commercial information to the Consultant that is necessary to perform Consultant’s duties.

9.         INDEMNIFICATION

9.1       The Consultant shall indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Consultant of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Consultant.

9.2       The Company shall indemnify and hold harmless the Consultant, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Company of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Company.

10.        NO OBLIGATION TO PROCEED. 

10.1     Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Consultant is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Consultant the Compensation.  All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Company’s right of termination, disability and default).

11.       RIGHT OF TERMINATION. 

11.1      The Company and the Consultant shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than 90 days written notice. All Compensation due to the Consultant must be paid in full prior to any termination taking effect upon which all monies due to the Consultant will be considered paid in full for the term the services were performed. Upon termination of this Agreement the Consultant shall continue to work with the Company to fulfill the obligations of this Agreement during the notice period and this period will be paid for per terms of this Agreement.  All stock bonuses and stock and options vested at the time of termination shall remain under the ownership of the Consultant and shall remain exercisable until expiry.

12.        DEFAULT/DISABILITY.

12.1      No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Consultant shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure).  Upon any material breach or de­fault by the Consultant of any of the terms and conditions hereof, or the terms and conditions of any other agreement between the Company and the Consultant for the services of the Consultant, the Consultant may cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure), or the Company shall immediately have the right to suspend or to terminate this Agreement and any other agreement between the Company and the Consultant for the services of the Consultant.  

13.        COMPANY'S REMEDIES. 

13.1      The services to be rendered by the Consultant hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Consultant of any of the provisions of this Agreement shall cause the Company irreparable injury and damages.  The Consultant expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof the Consultant.  Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise.

14.       INDEPENDENT CONTRACTORS. 

14.1 Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the parties for any purpose whatsoever.  Except as may be expressly provided herein, neither party may be held responsible for the acts either of omission or commission of the other party, and neither party is authorized, or has the power, to obligate or bind the other party by contract, agreement, warranty, representation or otherwise in any manner.  It is expressly understood that the relationship between the parties is one of independent contractors.

15.       MISCELLANEOUS PROVISIONS

(a)Time.  Time is of the essence of this Agreement.

(b)Presumption.  This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

(c)Titles and Captions.  All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

(d)Further Action.  The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

(e)Savings Clause.  If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

(f)Assignment.  The Company may assign this Agreement, in whole or in part, at any time to any party, as the Company shall determine in its sole discretion; pro­vided that, no such assignment shall relieve the Company of its obligations hereunder unless consented to by the Consultant in writing.  The Consultant may assign this Agreement with the prior consent of the Company, such consent shall not be unreasonably be withheld.

(g)Notices.  All notices required, or permitted to be given, under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified.  Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten (10) days written notice, to the other party.

(h)Entire Agreement.  This Agreement contains the entire understanding and agreement among the parties.  There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto.  This Agreement may be amended only in writing signed by all parties.

(i)Waiver.  A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

(j)Counterparts.  This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.   Counterparts delivered by electronic means or which contain electronic signatures shall be permitted and form valid counterparts or validly executed counterparts, respectively.

(k)Successors.  The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.

(l)Counsel.  The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

PHARMA INVESTING NEWS, INC.                                                        

Per: /s/ Dorothy Bray

________________________________

Dorothy Bray, Ph.D.

Director, President & CEO                                           

Per:  /s/ Chad S. Johnson                                                                                    

_____________________________                                                 

Chad S. Johnson, Esq.

Director, COO, General Counsel & Secretary

CONSULTANT:

Per: /s/ Raymond Dabney

_______________________________

Raymond Dabney