Converted by EDGARwiz

0001511164-18-000130.txt : 20180307 0001511164-18-000130.hdr.sgml : 20180307 20180307145233 ACCESSION NUMBER: 0001511164-18-000130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20180301 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180307 DATE AS OF CHANGE: 20180307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IASO BioMed, Inc. CENTRAL INDEX KEY: 0001662907 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 473474169 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-215083 FILM NUMBER: 18673044 BUSINESS ADDRESS: STREET 1: 7315 E. PEAKVIEW AVE. CITY: CENTENNIAL STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 796-8940 MAIL ADDRESS: STREET 1: 7315 E. PEAKVIEW AVE. CITY: CENTENNIAL STATE: CO ZIP: 80111 8-K 1 iaso8-ksabconsultingagreemen.htm FORM 8-K Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 1, 2018

IASO BIOMED, INC.

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)



333-215083		47-3474169
(Commission file number)		(IRS employer identification no.)



7315 East Peakview Avenue Centennial, Colorado		80111
(Address of principal executive offices)		(Zip code)

(720) 389-0650

(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:


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


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


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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act of 1933, as amended, and ☐

Item 1.01 Entry into a Material Definitive Agreement.

Effective March 1, 2018, IASO BioMed, Inc. (the “Registrant”) entered into a Scientific Advisory Board Agreement with Dr. Vassilios Papadopoulos (the “Papadopoulos Agreement”), a member of the Registrant’s board of directors, through which Dr. Papadopoulos agreed to serve on the Corporation’s Scientific Advisory Board. The term of the Papadopoulos Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Papadopoulos Agreement provides for payments as follows: an annual fee of $35,000, which includes $10,000 to serve as the Scientific Advisory Board Chairman; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $45,000 payable following a successful financing round of a minimum of $2,000,000; and should the Papadopoulos Agreement be renewed after one year, a $95,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Papadopoulos must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Papadopoulos and the Company’s Chief Executive Officer.

Effective March 1, 2018, the Registrant entered into a Scientific Advisory Board Agreement with Dr. Costas Karatzas (the “Karatzas Agreement”), a member of the Registrant’s board of directors, through which Dr. Karatzas agreed to serve on the Corporation’s Scientific Advisory Board. The term of the Karatzas Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Karatzas Agreement provides for payments as follows: an annual fee of $25,000; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $40,000 payable following a successful financing round of a minimum of $2,000,000; and should the Karatzas Agreement be renewed after one year, a $90,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Karatzas must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Karatzas and the Company’s Chief Executive Officer.

Effective March 1, 2018, the Registrant entered into a Consulting Agreement with Mr. Thomas B. Olson (the “Olson Agreement”), our Corporate Secretary, through which Mr. Olson will be paid $5,000 per month for a term of two years and is automatically extended on an annual basis unless terminated by either party with thirty days written notice.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description

10.7	Scientific Advisory Board Agreement by and between IASO BioMed, Inc. and Dr. Vassilios Papadopoulos dated as of March 1, 2018.

10.8	Scientific Advisory Board Agreement by and between IASO BioMed, Inc. and Dr. Costas Karatzas dated as of March 1, 2018.

10.9	Consulting Agreement by and between IASO BioMed, Inc. and Mr. Thomas B. Olson dated as of March 1, 2018.

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.



	IASO BIOMED, INC..

Date: March 7, 2018	By:	/s/ Richard M. Schell
		Richard M. Schell
		Chief Executive Officer

EX-10.7 2 f107.htm SCIENTIFIC ADVISORY BOARD AGREEMENT BY AND BETWEEN IASO BIOMED, INC. AND DR. VASSILIOS PAPADOPOULOS DATED AS OF MARCH 1, 2018 Converted by EDGARwiz

EXHIBIT 10.7

Scientific Advisory Board Agreement

This Scientific Advisory Board Agreement (the “Agreement”), shall be effective as of March 1, 2018 (the “Effective Date”), and is entered into by IASO BioMed Inc., with a business address at 7315 East Peakview Ave., Centennial, CO 80111, USA (the “Company”), and Dr. Vassilios Papadopoulos (the “Advisor”) personally or through VGP Discovery with a business address ___________________, USA (the “Advisor”).

Witnesseth

Whereas, the Advisor is an employee of the University of Southern California, Los Angeles (the “Advisor’s Employer”).

Whereas, the Company desires to have the benefit of the Advisor’s knowledge and experience in the development of its technology base, and the Advisor desires to provide services to the Company, all as hereinafter provide in this agreement; and

Whereas the Company desires to have the Advisor serve as a member of the Company’s Scientific Advisory Board (the “SAB”), and the Advisor desires to serve as a member of the SAB;

Now, Therefore, in consideration of the promises and mutual agreements hereinafter set forth, effective the date hereof, the Company and the Advisor hereby agree as follows:

1. Scientific Advisory Board The Company shall retain Dr. Papadopoulos as an Advisor and the Advisor shall serve the Company as a member of the SAB upon the terms and conditions hereinafter set forth. In serving the Company as a member of the SAB, the Advisor is acting in his individual capacity and not as an employee or representative of the Advisor’s Employer.

2. Term. Subject to the terms and conditions hereinafter set forth, the term of the Advisor’s arrangement and service on the SAB (hereinafter referred to as the “Advisory Period”) shall commence on the Effective Date of this agreement and shall continue through February 28, 2019 (one year term) subject to earlier termination as provided herein. This Agreement may be renewed annually by mutual consent of both parties.

3. SAB Member Duties

3.1 During the Advisory Period, the Advisor shall serve as a member of the SAB and shall render to the Company or to the Company’s designee such services in the Advisor’s field of expertise and knowledge related to the technologies and business of the Company (the “Services”) and at such times and places as the Company may from time to time request. The Company shall give the Advisor reasonable advance notice of any services required of the Advisor hereunder.

3.2 All work to be performed by the Advisor for the Company shall be under the general supervision of the Company.

3.3. The Advisor shall devote his reasonable best efforts and ability to the performance of the duties attached to this obligation. All work to be performed by the Advisor for the Company shall be at times reasonably convenient to the Advisor, and nothing contained herein shall interfere with the Advisor’s duties and responsibilities to the Advisor’s Employer, or any teaching and administrative responsibilities that the Advisor may have. In order to assure that Advisor’s service to the Company does not interfere with Advisor’s obligations and duties to the Advisor’s Employer, the maximum number of days per fiscal year that Advisor will be required to serve the Company as a member of the SAB is 12 working days.

4. Compensation.

4.1 As compensation for the Advisor’s services hereunder, the Company shall pay Advisor, during the Advisory Period, as follows:


	(a)	a fee of Twenty Five Thousand Dollars ($25,000), payable in quarterly installments in arrears on the first day of January, April, July and October of each year; and


	(b)	a fee of Ten Thousand Dollars ($10,000), payable in quarterly installments in arrears on the first day of January, April, July and October of each year, during any period in which Advisor serves as Chairman of the SAB; and


	(c)	Signing and Non-Discretionary Bonuses as outlined in Exhibit A hereto.

4.2 In consideration for entering into this Agreement and the Services rendered to the Company, the Company shall grant to Advisor the option to purchase Thirty Five Thousand (35,000) shares of Common granted at the beginning of each successive year of service, if the appointment to the SAB is continued, for two subsequent years.

4.3. Reimbursement of Expenses. The Company shall reimburse the Advisor for all reasonable and necessary expenses incurred or paid by the Advisor in connection with, or related to, the performance of his services under this Agreement. The Advisor shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Advisor amounts shown on each such statement within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Advisor shall not incur any expenses in excess of $3,000.00 in any calendar quarter without the prior written approval of the Company.

4.4. Benefits. The Advisor shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of the Company. The Advisor acknowledges that the Company will not withhold taxes on any amounts paid to him hereunder and that Advisor is responsible for all tax withholding, social security, unemployment insurance and other similar payments.

5. Termination. The Company may, without prejudice to any right or remedy it may have due to any failure of the Advisor to perform his obligations under this Agreement, terminate the Advisory Period upon thirty (30) days’ prior written notice to the Advisor. The Advisor may, without prejudice to any right or remedy he may have due to any failure of the Company to perform its obligations under this Agreement, terminate this Agreement and the Advisory Period upon thirty (30) days’ prior written notice to the Company. In the event of an early termination of this Agreement, the Advisor shall be entitled to payment for services performed and expenses paid or incurred prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 4.2. Such payments shall constitute full settlement of any and all claims of the Advisor of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Advisory Period, effective immediately upon receipt of written notice, if the Advisor breaches or threatens to breach any provision of Sections 6, 7 or 9. The following provisions shall survive termination of this Agreement: Sections 7, 9 and 14.

6. Cooperation. In the performance of his obligations under this Agreement, the Advisor shall use his reasonable best efforts, shall reasonably cooperate with the Company’s personnel, shall not interfere with the conduct of the Company’s business, and shall observe all rules, regulations and security requirements of the Company concerning the safety of persons and property. The Company shall provide such access to its information and property as may be reasonably required in order to permit the Advisor to perform his obligations hereunder.

7. Inventions and Proprietary Information.

By way of clarification, any inventions, discoveries, computer programs, data, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) made, conceived, reduced to practice, created, written, designed or developed by the Advisor, solely or jointly with others, in the course of the Advisor’s activities with any third party, including without limitation any hospital, research institution, medical institution or otherwise, and not in the course of his performance of advisory services hereunder and which are not directly or indirectly derived from Proprietary Information, shall not constitute “Inventions” hereunder.

The Advisor hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Company as the Advisor’s duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. Upon request of the Company and at the Company’s expense, the Advisor shall execute further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.

7.2. Proprietary Information.

7.2.1. The Advisor acknowledges that his relationship with the Company is one of high trust and confidence and that in the course of his service to the Company he will have access to and contact with Proprietary Information (as defined in subparagraph 7.2.2. below). The Advisor agrees that he will not, during the Advisory Period or at any time thereafter, disclose to others, or use for his benefit or the benefit of others, any Proprietary Information.

7.2.2. For purposes of this Agreement, Proprietary Information shall mean all non-public information (whether or not patentable and whether or not copyrightable) owned, possessed or used by the Company, including, without limitation, any Invention, formula, reagents, chemical compounds, substances, cells or cell lines, assays, organisms and progeny, mutants (including derivatives of the foregoing), vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical data, know-how, computer program, software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost and employee list that is communicated to, learned of, developed or otherwise acquired by the Advisor in the course of his service as an advisor to the Company.

7.2.3. Proprietary Information excludes, and the Advisor’s obligations under this Section 7.2 shall not apply to, any information that (i) is or becomes known to the general public under circumstances involving no breach by the Advisor or others of the terms of this Section 7.2, (ii) is already known by the Advisor prior to the disclosure by Company, (iii) is learned by the Advisor from a third party authorized to disclose such information, (iv) is independently developed by the Advisor without use of the Company’s Proprietary Information, (v) is required by law (including statute, rule, regulation, order or other legal compulsion) to be disclosed, (vi) is generally disclosed to third parties by the Company without restriction on such third parties, or (vii) is approved for release by written authorization of the Chief Executive Officer for the Company.

7.2.4. Upon termination of this Agreement or at any other time upon request by the Company, the Advisor shall promptly deliver to the Company all Proprietary Information and all records, files, memoranda, notes, designs, data, reports, price lists, customer lists, drawings, plans, computer programs, software, software documentation, sketches, laboratory and research notebooks and other documents (and all copies or reproductions of such materials) that relates to the Proprietary Information.

7.2.5. The Advisor represents that his retention as an advisor with the Company and his performance under this Agreement does not, and shall not, breach any agreement that obligates him to keep in confidence any trade secrets or confidential or proprietary information of his or of any other party or to refrain from competing, directly or indirectly, with the business of any other party. The Advisor shall not disclose to the Company any trade secrets or confidential or proprietary information of any other party.

7.2.6. The Advisor acknowledges that the Company from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Advisor agrees to be bound by all such obligations and restrictions that are known to him and to take all action necessary to discharge the obligations of the Company under such agreements.

7.3. Remedies. The Advisor acknowledges that any breach of the provisions of this Section 7 shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Advisor agrees, therefore, that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Advisor and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages.

8. Advisor’s Obligations to Advisor’s Employer. Notwithstanding any of the other terms of this Agreement, and in exception thereto, the parties to this Agreement acknowledge and agree that Advisor is an employee of the University of Southern California, Los Angeles and therefore Advisor executes this Agreement subject to the Rules and Regulations of The Board of Advisor’s Institution and all terms and conditions therein that apply to Advisor. Advisor has no right, power or authority to assign or enter into any other agreement with respect to intellectual property, confidential or other proprietary information owned by the Board of the University of Southern California, Los Angeles that is inconsistent with these Rules and Regulations. Additionally, the parties understand and agree that it is Advisor’s responsibility to ensure that the Services provided by Advisor hereunder do not infringe on Advisor’s obligations to Advisor’s Employer with respect to the Rules and Regulations of the Board of the University of Southern California, Los Angeles.

9. No Conflict of Interest; Non-Competition Agreement.

9.1. The Advisor represents and warrants to the Company that the Advisor currently has no agreement with, nor conflicting interests, nor any other obligation to, any third party that would conflict with the terms of this Agreement and the Business of the Company and in the areas of focus of Company’s intellectual property portfolio, nor shall the Advisor enter into any such agreement nor incur such an obligation, without the prior written consent of the Company. The Advisor further represents that the performance of the Services will not breach any agreement or obligation with any third party, including without limitation any obligation to refrain from engaging in activities that may compete with such party. The Advisor understands the confidential nature of the information and materials he will acquire or develop in performing his services under this Agreement. The Advisor acknowledges that if such information or materials were revealed to competitors of the Company, then such disclosure could cause damage to the Company. Therefore, for the duration of the Advisory Period and for two (2) years thereafter, the Advisor shall not engage in any activities that would compete with the Company-including, without limitation, founding or otherwise holding an equity interest in any other business entity working in the field (other than as a shareholder of less than 2% of the stock of a publicly traded corporation, provided that Advisor exercise no operational or strategic control over such corporation), becoming employed by, serving as a consultant for, serving as a member of a scientific advisory board (or a comparable organization) for, or acting in any manner on behalf of any other for-profit enterprise that conducts activities similar to or competes with those of the Company, without first obtaining the written consent of the Company. Notwithstanding the foregoing, nothing contained in this Section 9 or elsewhere in this Agreement shall interfere with, limit or otherwise adversely affect the Advisor’s freedom or ability to perform his duties and responsibilities for the Advisor’s Employer. The Company agrees not to unreasonably withhold or delay its consent to activities by the Advisor in areas with respect to which the Company either has no business or in which it does not intend to develop business.

9.2. During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Advisor will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Advisor shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly, through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company.

9.3 Since a breach of the provisions of this Section 9 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Advisor agrees that the provisions of this Section 9 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 9 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

9.4 The provisions of this Section 9 shall survive any termination or expiration of this Agreement.

10. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 10

11. Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof and any and all such prior agreements, arrangements and communications shall be deemed terminated.

12. Amendment. This Agreement may be amended or modified only by a written instrument executed by the Company and the Advisor.

13. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of Colorado.

14. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Advisor are personal and shall not be assigned by him.

15. Compliance with Policies. The Company recognizes that as an employee of a non-profit entity, the Advisor is responsible for ensuring that any agreement the Advisor enters into with a for-profit entity is not in conflict with the intellectual property, consulting, conflict-of-interest, and other policies of the Advisor’s Employer. The Advisor represents that he has made all of the required disclosures to the Advisor’s Employer and has obtained all necessary approvals of this Agreement from the appropriate authorities at the Advisor’s Employer.

16. Independent Contractor Status. The Advisor shall perform all services under this Agreement as an “independent contractor” and not as an employee or agent of the Company. The Advisor is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner.

17. Miscellaneous.

17.1. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

17.2. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

17.3. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

{Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.



ADVISOR	IASO BIOMED INC.

/s/ Vassilios Papadopoulos	By:	/s/ Richard M. Schell
Dr. Vassilios Papadopoulos, Personally		Richard M. Schell, President

Exhibit A


Duties:		Advisor has provided and will provide advisory services outside of the ordinary course of what is provided by the members of the Company’s Scientific Advisory Board (excluding the Company’s employee directors), with respect to the business and scientific strategy of the Company. Specific duties have been and will be as mutually determined by Advisor and the Company’s Chief Executive Officer.

		Advisor shall report directly to the Company’s Chief Executive Officer. Senior executive officers of the Company shall be entitled to contact Advisor directly and to request any information, work product or other business ideas or strategies generated by Advisor during the Term.

Signing Bonus; Base Fee:		Signing Bonus equal to $50,000 payable in one installment on the 30^th day upon successful closing by the Company of a minimum of one million dollar ($1,000,000) investment (gross proceeds). It is understood that the gross proceeds could be the cumulative amount invested in IASO over any 12 month period.

Non-Discretionary Bonus:		So long as Advisor has continued to provide advisory services in accordance with the SAB Agreement, Advisor will be entitled to non-discretionary bonuses payable, unless Advisor unilaterally exercises his termination rights under the SAB Agreement, as follows:


		1. $45,000 payable under the following terms: The Non-Discretionary Bonus (if earned and payable) shall be paid in 2 installments at six months and twelve months following the Company’s successful financing round of a minimum of two million dollars ($2,000,000) in gross proceeds. 2. It is agreed that in the event that the Company raises in a single round, a minimum of two million dollars ($2,000,000) in gross proceeds, the aggregate amount of the signing bonus and the non-discretionary bonus of ninety five thousand dollars ($95,000) stated above would be payable in one installment on the 30th day of anniversary of closing the $2,000,000 million financing round. 3. Beginning at the one year anniversary of the execution of this agreement and assuming that the Advisor and the Company have extended this agreement and only after the non-discretionary bonus above is earned, a $95,000 non-discretionary bonus payable in quarterly installments in arrears on the first day of January, April, July and October following the date such bonus is earned. 4. For better clarity it is agreed that during year 1 of advisory services Advisor will receive the aggregate amount of $95,000 (signing and non-discretionary bonus) as per conditions described in clauses 1 and 2 above. For the second year of service Advisor will be entitled to a non-discretionary bonus in the amount of $95,000 payable as described in clause 3 above.

		For Advisor to be eligible to receive the Non-Discretionary Bonus payments referenced above, Advisor must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Advisor and the Company’s Chief Executive Officer. Any Non-discretionary bonus amounts earned during the Term shall remain subject to final approval by the Compensation Committee of the Board, upon consultation with the Company’s Chief Executive Officer.

Form of Compensation:		The Signing Bonus Fee and non-Discretionary Bonuses referenced above will be paid by the Company in cash.

EX-10.8 3 f108.htm SCIENTIFIC ADVISORY BOARD AGREEMENT BY AND BETWEEN IASO BIOMED, INC. AND DR. COSTAS KARATZAS DATED AS OF MARCH 1, 2018 Converted by EDGARwiz

EXHIBIT 10.8

Scientific Advisory Board Agreement

This Scientific Advisory Board Agreement (the “Agreement”), shall be effective as of March 1, 2018 (the “Effective Date”), and is entered into by IASO BioMed Inc., with a business address at 7315 East Peakview Ave., Centennial, CO 80111, USA (the “Company”), and Dr. Costas Karatzas personally or through CNKonsulting with a business address at _____________________________ (the “Advisor”).

Witnesseth

Whereas, the Advisor is an employee of the Research Institute of the McGill University Health Centre (the “Advisor’s Employer”).

Whereas the Company desires to have the Advisor serve as a member of the Company’s Scientific Advisory Board (the “SAB”), and the Advisor desires to serve as a member of the SAB;

Now, Therefore, in consideration of the promises and mutual agreements hereinafter set forth, effective the date hereof, the Company and the Advisor hereby agree as follows:

1. Scientific Advisory Board The Company shall retain Dr. Karatzas as an Advisor and the Advisor shall serve the Company as a member of the SAB upon the terms and conditions hereinafter set forth. In serving the Company as a member of the SAB, the Advisor is acting in his individual capacity and not as an employee or representative of the Advisor’s Employer.

2. Term. Subject to the terms and conditions hereinafter set forth, the term of the Advisor’s arrangement and service on the SAB (hereinafter referred to as the “Advisory Period”) shall commence on the Effective Date of this agreement and shall continue through February 28th, 2019 subject to earlier termination as provided herein. This Agreement may be renewed by mutual consent of both parties.

3. SAB Member Duties

3.2 All work to be performed by the Advisor for the Company shall be under the general supervision of the Company.

4. Compensation.

4.1 As compensation for the Advisor’s services hereunder, the Company shall pay Advisor, during the Advisory Period, as follows:

(a)

(b)

a fee of Twenty five Thousand Dollars ($25,000), payable in quarterly installments in arrears on the first day of January, April, July and October of each year; and

Signing and Non-Discretionary Bonuses as outlined in Exhibit A hereto.

7. Inventions and Proprietary Information.

7.1. Inventions. All inventions, discoveries, computer programs, data, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) (“Inventions”) related to the business of the Company which are made, conceived, reduced to practice, created, written, designed or developed by the Advisor, solely or jointly with others and whether during normal business hours or otherwise, during the Advisory Period while actively serving as an advisor to the Company, as a member of the Company’s SAB, or thereafter if resulting directly or indirectly derived from Proprietary Information of the Company (as defined below), shall be the sole property of the Company. By way of clarification, any inventions, discoveries, computer programs, data, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) made, conceived, reduced to practice, created, written, designed or developed by the Advisor, solely or jointly with others, in the course of the Advisor’s activities with any third party, including without limitation any hospital, research institution, medical institution or otherwise, and not in the course of his/her performance of advisory services hereunder and which are not directly or indirectly derived from Proprietary Information, shall not constitute “Inventions” hereunder. The Advisor hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Company as the Advisor’s duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. Upon request of the Company and at the Company’s expense, the Advisor shall execute further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.

7.2. Proprietary Information.

7.2.1. The Advisor acknowledges that his relationship with the Company is one of high trust and confidence and that in the course of his service to the Company he/she will have access to and contact with Proprietary Information (as defined in subparagraph 7.2.2. below). The Advisor agrees that he will not, during the Advisory Period or at any time thereafter, disclose to others, or use for his benefit or the benefit of others, any Proprietary Information.

7.2.5. The Advisor represents that his retention as an advisor with the Company and his/ performance under this Agreement does not, and shall not, breach any agreement that obligates him to keep in confidence any trade secrets or confidential or proprietary information of his or of any other party or to refrain from competing, directly or indirectly, with the business of any other party. The Advisor shall not disclose to the Company any trade secrets or confidential or proprietary information of any other party.

8. Advisor’s Obligations to Advisor’s Employer. Notwithstanding any of the other terms of this Agreement, and in exception thereto, the parties to this Agreement acknowledge and agree that Advisor is an employee of the Research Institute of the McGill University Health Centre and therefore Advisor executes this Agreement subject to the Rules and Regulations of The Institution and all terms and conditions therein that apply to Advisor. Advisor has no right, power or authority to assign or enter into any other agreement with respect to intellectual property, confidential or other proprietary information owned by the Research Institute of the McGill University Health Centre that is inconsistent with these Rules and Regulations. Additionally, the parties understand and agree that it is Advisor’s responsibility to ensure that the Services provided by Advisor hereunder do not infringe on Advisor’s obligations to Advisor’s Employer with respect to the Rules and Regulations of the Research Institute of the McGill University Health Centre.

9. No Conflict of Interest; Non-Competition Agreement.

9.1. The Advisor represents and warrants to the Company that the Advisor currently has no agreement with, nor conflicting interests, nor any other obligation to, any third party that would conflict with the terms of this Agreement and the Business of the Company and in the areas of focus of Company’s intellectual property portfolio, nor shall the Advisor enter into any such agreement nor incur such an obligation, without the prior written consent of the Company. The Advisor further represents that the performance of the Services will not breach any agreement or obligation with any third party, including without limitation any obligation to refrain from engaging in activities that may compete with such party. The Advisor understands the confidential nature of the information and materials he will acquire or develop in performing his services under this Agreement. The Advisor acknowledges that if such information or materials were revealed to competitors of the Company, then such disclosure could cause damage to the Company. Therefore, for the duration of the Advisory Period and for two (2) years thereafter, the Advisor shall not engage in any activities that would compete with the Company-including, without limitation, founding or otherwise holding an equity interest in any other business entity working in the field (other than as a shareholder of less than 2% of the stock of a publicly traded corporation, provided that Advisor exercise no operational or strategic control over such corporation), becoming employed by, serving as a consultant for, serving as a member of a scientific advisory board (or a comparable organization) for, or acting in any manner on behalf of any other for-profit enterprise that conducts activities similar to or competes with those of the Company, without first obtaining the written consent of the Company. Notwithstanding the foregoing, nothing contained in this Section 9 or elsewhere in this Agreement shall interfere with, limit or otherwise adversely affect the Advisor’s freedom or ability to perform his/ duties and responsibilities for the Advisor’s Employer. The Company agrees not to unreasonably withhold or delay its consent to activities by the Advisor in areas with respect to which the Company either has no business or in which it does not intend to develop business.

9.2. During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Advisor will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his or his employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Advisor shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly, through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company.

9.4 The provisions of this Section 9 shall survive any termination or expiration of this Agreement.

11. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

12. Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof and any and all such prior agreements, arrangements and communications shall be deemed terminated.

13. Amendment. This Agreement may be amended or modified only by a written instrument executed by the Company and the Advisor.

14. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of Colorado.

15. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Advisor are personal and shall not be assigned by him.

16. Compliance with Policies. The Company recognizes that as an employee of a non-profit entity, the Advisor is responsible for ensuring that any agreement the Advisor enters into with a for-profit entity is not in conflict with the intellectual property, consulting, conflict-of-interest, and other policies of the Advisor’s Employer. The Advisor represents that he has made all of the required disclosures to the Advisor’s Employer and has obtained all necessary approvals of this Agreement from the appropriate authorities at the Advisor’s Employer.

17. Independent Contractor Status. The Advisor shall perform all services under this Agreement as an “independent contractor” and not as an employee or agent of the Company. The Advisor is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner.

18. Miscellaneous.

18.1. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

18.2. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

18.3. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

{Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.



ADVISOR	IASO BIOMED INC.

/s/ Costas Karatzas	By:	/s/ Richard M. Schell
Dr. Costas Karatzas, Personally and on behalf of CNKonsulting		Richard M. Schell, President

Exhibit A


Duties:		Advisor has provided and will provide advisory services outside of the ordinary course of what is provided by the members of the Company’s Scientific Advisory Board (excluding the Company’s employee directors), with respect to the business and scientific strategy of the Company. Specific duties have been and will be as mutually determined by Advisor and the Company’s Chief Executive Officer.

		Advisor shall report directly to the Company’s Chief Executive Officer. Senior executive officers of the Company shall be entitled to contact Advisor directly and to request any information, work product or other business ideas or strategies generated by Advisor during the Term.

Signing Bonus; Base Fee:		Signing Bonus equal to Fifty thousand dollars ($50,000) payable in one installment on the 30th day upon successful closing by the Company of a minimum of one million dollar ($1,000,000) investment (gross proceeds). It is understood that the gross proceeds could be the cumulative amount invested in IASO over any 12 month period.

Non-Discretionary Bonus:		So long as Advisor has continued to provide advisory services in accordance with the SAB Agreement, Advisor will be entitled to non-discretionary bonuses payable, unless Advisor unilaterally exercises his termination rights under the SAB Agreement, as follows:


		1. $40,000 payable under the following terms: The Non-Discretionary Bonus (if earned and payable) shall be paid in 2 installments at six months and twelve months following the Company’s successful financing round of a minimum of two million dollars ($2,000,000) in gross proceeds. 2. It is agreed that in the event that the Company raises in a single round, a minimum of two million dollars ($2,000,000) in gross proceeds, the aggregate amount of the signing bonus and the non-discretionary bonus of ninety thousand dollars ($90,000) stated above would be payable in one installment on the 30th day of anniversary of closing the $2,000,000 million financing round. 3. Beginning at the one year anniversary of the execution of this agreement and assuming that the Advisor and the Company have extended this agreement and only after the non-discretionary bonus above is earned, a ninety thousand ($90,000), non-discretionary bonus payable in quarterly installments in arrears on the first day of January, April, July and October following the date such bonus is earned. 4. For better clarity it is agreed that during year 1 of advisory services Advisor will receive the aggregate amount of ninety thousand ($90,000), signing and non-discretionary bonus, as per conditions described in clauses 1 and 2 above. For the second year of service Advisor will be entitled to a non-discretionary bonus in the amount of ninety thousand ($90,000), payable as described in clause 3 above.

		For Advisor to be eligible to receive the Non-Discretionary Bonus payments referenced above, Advisor must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Advisor and the Company’s Chief Executive Officer. Any Non-discretionary bonus amounts earned during the Term shall remain subject to final approval by the Compensation Committee of the Board, upon consultation with the Company’s Chief Executive Officer.

Form of Compensation:		The Signing Bonus Fee and non-Discretionary Bonuses referenced above will be paid by the Company in cash.

EX-10.9 4 f109.htm CONSULTING AGREEMENT BY AND BETWEEN IASO BIOMED, INC. AND MR. THOMAS B. OLSON DATED AS OF MARCH 1, 2018 Converted by EDGARwiz

EXHIBIT 10.9

Consulting Agreement

THIS CONSULTING AGREEMENT (the “Agreement”), effective as of March 1, 2018, is entered into by and between Iaso BioMed, Inc., a Colorado corporation (“Company”), and Thomas B. Olson, personally, or through Cresthill Associates, LLC, a Colorado Limited Liability Corporation, his single-member LLC (together the “Consultant”).

Recitals

The Company and Consultant desire to enter into a relationship whereby Consultant will act as Company’s non-exclusive consultant under the terms and conditions stated in this Agreement.

In consideration of the mutual agreements contained in this Agreement, and intending to be legally bound, the parties hereto as follows:

Consultation

Company appoints Consultant as its non-exclusive consultant to provide the services described in Section 2 below (the “Services”). Consultant accepts the appointment and agrees to use its best efforts to provide the Services to the Company.

Duties of Consultant

During the term of this Agreement, Consultant shall provide the following Services to the Company:

Consultant will serve as Corporate Secretary of the Corporation reporting directly to Richard Schell, CEO and the Board of Directors. Consultant will provide bookkeeping/accounting and corporate record keeping; SEC reporting and corporate governance support.

3. Compensation

As consideration for the Services, the Company shall pay Consultant $5,000.00 (US dollars) on the first of each month during the term of this agreement.

The Company and Consultant agree that Consultant will receive no Company-sponsored benefits from the Company where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If Consultant is reclassified by a state or federal agency or court as the Company’s employee, Consultant will become a reclassified employee and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the Company’s benefit plans or programs of the Company in effect at the time of such reclassification, Consultant would otherwise be eligible for such benefits.

4. No Agency

Consultant is not authorized to and shall not act as the agent or agency of Company or bind or commit the Company to any obligation to any third party, or incur any liability on behalf of the Company, or accept payments on behalf of the Company, or make any representations on behalf of the Company concerning acceptance of orders, delivery dates, performance guarantees, allowances, returns, settlements, adjustments, or similar matters, unless Consultant shall be expressly authorized in writing by the Company to do so. Consultant shall be responsible for advising third parties with whom it deals on Company’s behalf of this limitation.

5. Taxes

Consultant is responsible for all United States federal, state or local taxes or foreign taxes resulting from compensation received from the Company. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income. The obligations of Consultant under this Section 5 shall survive the termination of this Agreement.

6. Costs

Unless otherwise approved for reimbursement by the Company, Consultant shall be responsible for all of his own expenses, including but not limited to, all rental costs, salaries, taxes, licenses, permits, postage, telephone, telegraph, courier and traveling expenses, etc., and Consultant shall not be entitled to reimbursement from Company. Consultant shall have the right to employ and discharge such persons as in his judgment maybe necessary to allow him to fulfill his responsibilities under this Agreement. Such persons shall be employees of Consultant and not of the Company, and Consultant alone shall be liable for the payment of their compensation and any expense incident to his or their operations. Consultant shall possess or obtain, at his own expense all necessary licenses and permits and shall comply with all laws, ordinances, rules or regulations in territory of operation and be responsible for any infraction or violation and any expense or damages resulting from any of them. The obligations of Consultant under this Section 6 shall survive the termination of this Agreement.

7. Confidential Material

Definition of Confidential Information. “Confidential Information” means any non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries, or to the Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Consultant called or with whom Consultant became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which Consultant can establish (i) was publicly known or made generally available prior to the time of disclosure to Consultant; (ii) becomes publicly known or made generally available after disclosure to Consultant through no wrongful action or inaction of Consultant; or (iii) is in the rightful possession of Consultant, without confidentiality obligations, at the time of disclosure as shown by Consultant’s then-contemporaneous written records.

Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company. Consultant may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party.

Other Client Confidential Information. Consultant agrees that Consultant will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer of Consultant or other person or entity with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.

Third Party Confidential Information. Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

Consultant agrees that it will carefully guard all confidential data, information disclosures, materials and matters relating to the Company and its business and that, under no circumstances will it disclose, either during or after the term of this Agreement, such data, information, disclosures, materials and matters to others, except as expressly authorized by the Company in writing and as required in the Company’s interest, nor leave any such data, information, disclosures, materials, and/or matters in any other person’s hands for any period of time whatsoever, nor makes copies or transcriptions of same. Upon termination of this Agreement, Consultant agrees to return at once to the Company, without copying, all originals and copies of (a) any materials furnished to it by the Company or belonging to the Company, (b) any confidential data, information, disclosures, materials and/or matters furnished by or belonging to the Company; and (c) any models or other property of the Company in the possession of the Consultant. The terms of this Section 7 shall survive the termination of this Agreement.

Ownership

Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, and which relate to the business of the Company, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.

Pre-Existing Materials. Subject to Section 9 A, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (“Prior Inventions”), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company’s prior written permission including without limitation any free software or open source software.

Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company’s request, Consultant shall deliver (or cause to be delivered) the same.

Further Assurances. Consultant agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions.

Attorney-in-Fact. Consultant agrees that, if the Company is unable because of Consultant’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant’s signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 8A, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and on Consultant’s behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.

Non-Compete Non-Solicitation

Consultant shall not, during the Term and for a period of two (2) years thereafter, without the Company’s express written consent, engage in any other employment or business that (i) directly competes with the current or planned business of the Company except that an investment of 5% or less of the issued and outstanding in a publicly traded company shall not be a violation of this provision. During the Term and for a period of two (2) years thereafter, Consultant shall not directly or indirectly solicit away employees or consultants of the Company for my own benefit or for the benefit of any other person or entity.

10.

Independent Contractor

It is understood and agreed between the Company and Consultant that nothing contained in this Agreement shall create a relationship of employer and employee or principal and agent between the Company and Consultant. The Consultant is, and under terms of the Agreement continues to be, an independent contractor, acting as a Consultant of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority.

11.

Indemnification

The Company agrees to indemnify and hold harmless Consultant, its directors, officers, employees and agents, against any loss, claim, damage, liability or expense, including reasonable attorneys’ fees (collectively “Loss”) as incurred to which the Consultant, its directors, officers, employees or agents may become subject, to the extent such Loss arises out of or is based upon: (i) the Company’s breach of the Agreement; (ii) any untrue statement made by Company to Consultant that was reasonably relied upon by Consultant; (iii) the bad faith or willful misconduct of the Company; or (iv) the gross negligence of the Company.

Consultant agrees to indemnify and hold harmless the Company, its directors, officers, employees and agents, against any Loss as incurred to which the Company, shall indemnify the Company to the extent permitted by law against all costs, charges and expenses whatsoever (including reasonable attorneys’ fees) incurred to which the Company, its directors, officers, employees or agents may become subject, to the extent such Loss arises out of or is based upon: (i) the Consultant’s breach of the Agreement; (ii) any untrue statement made by Consultant to the Company that was reasonably relied upon by the Company; (iii) the bad faith or willful misconduct of Consultant; or (iv) the gross negligence of Consultant.

The terms of this Section 11 shall survive the termination of this Agreement.

12.

Obligations of Consultant

Consultant represents and warrants that it will comply with the applicable laws of each and every jurisdiction in which it operates and/or performs services for or on behalf of the Company; that it will not accept any compensation whatsoever from any source other than the Company for any services for which it receives compensation from the Company; that it will not make any payments whatsoever to any vendor, or agent, or any other party, except as otherwise provided in this Agreement, with regard to any services it performs for or on behalf of the Company and/or business it obtains, administers, and/or receives compensation for from the Company; and that, when requested by Company, it will confirm compliance (including the provision of supporting documentation) with any and/or all of the foregoing as directed by, and in written form satisfactory to the Company in its sole discretion. Consultant further represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement, and/or Consultant’s ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term of this Agreement

13.

Remedies Cumulative; No Waiver

All remedies specified herein or otherwise available shall be cumulative and in addition to any and every other remedy provided hereunder or now or hereafter available. No waiver or failure (intentional or unintentional) to act with respect to any breach or default hereunder shall be deemed to be a waiver with respect to any subsequent breach or default, whether of a similar or different nature. No delay of failure by a party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided in this Agreement.

14.

Prior Agreement

This Agreement cancels and supersedes all previous agreements between the parties, whether oral or in writing and constitutes the entire agreement of the parties hereto and shall not be amended or altered in any respect except in writing by the parties.

15.

Governing Law; Jurisdiction

This Agreement shall in all respects be constructed and interpreted in accordance with and governed by the laws of the State of Colorado, United States of America, without giving effect to the conflict of law’s provisions. Neither the United Nations Convention on Contracts for the International Sales of Goods nor any provisions thereof shall govern this Agreement or any obligation hereunder.

The parties hereby submit to the exclusive jurisdiction to a federal or state court located in the State of Colorado for the enforcement of this Agreement and waive any and all personal rights to object to such jurisdiction for the purposes of litigation to enforce this Agreement. Consultant irrevocably waives any claim that the chosen jurisdiction is an inconvenient forum.

16.

Term; Termination

This Agreement shall commence on the date hereof for an initial term of two years (the “Term”); which shall automatically be extended at the end of the initial Term for successive one-year periods; provided, however, that either party may terminate this Agreement, with or without cause, upon thirty days prior written notice. Upon any termination by the Company during either the initial Term or any automatic annual Term extension thereafter, the Company shall be obligated to pay the remaining compensation as outlined in Section 3 for the remainder of the then current Term, or twelve (12) months, whichever is less.

Notwithstanding the foregoing, this Agreement shall automatically terminate without the need for written notice upon the death of Consultant cannot or is unwilling to perform its responsibilities under this Agreement, performs illegal or unethical acts detrimental to Company’s reputation, or any proceedings under any bankruptcy, reorganization, arrangement, insolvency, dissolution or other liquidation law of any jurisdiction are commenced by or against either party.

17.

Rights and Remedies upon Breach

Both parties recognize that the services to be rendered under this Agreement by Consultant are special, unique and of extraordinary character. If Consultant breaches, or threatens to commit a breach of, any of the provisions of Section 7 (the “Restrictive Covenants”), then the Company shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide adequate remedy to the Company.

18.

Notices

Any notice required or deemed necessary under any of the terms and conditions of this Agreement shall be considered properly given when deposited in the mail, postage prepaid, registered or certified first class mail and addressed in the care of Company, and in the care of Consultant, to the address below, or such other address as either company shall specify for itself by like notice. International notices shall use major courier companies such as DHL or FEDEX instead of by mail.

If to Company:

Iaso BioMed, Inc.

Attn: Richard Schell, President

7315 East Peakview Avenue

Centennial, Colorado 80111

(720) 389-0650

rschell@iasobiomedusa.com

If to Consultant:

Thomas B. Olson

Cresthill Associates, LLC

19.

Assignment

Consultant shall neither assign nor transfer this Agreement or any interest therein with without the prior written consent of the Company.

20.

Severability

If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, and that provision shall be enforced to the greatest extent permitted by law.

21.

Binding Effect; No Third-Party Beneficiaries

This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs and their permitted successors and assigns. No other person or entity shall be a third-party beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement.

22.

Counterparts; Effectiveness

This Agreement may be executed in any number of counterparts, including by facsimile or electronic signature included in an Adobe PDF file, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart.

[Signature page follows]

IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement effective as of the date set forth above.


	“CONSULTANT” Thomas B. Olson and/or Cresthill Associates, LLC
	/s/ Thomas B. Olson
	By: Thomas B. Olson Personally and as Sole Member and Manager

	“COMPANY” Iaso BioMed, Inc.
	/s/ Rochard Schell
	By: Richard Schell President