8-K

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): October 25, 2010

CHAMPIONS BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-17263	52-1401755
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Science and Technology Park at Johns Hopkins 855 N. Wolfe Street, Suite 619, Baltimore,	MD 21205
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 369-0365

Inapplicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

The information required by this Item is described in Item 5.02(c) and (d) below.

Item 3.02. Unregistered Sales of Equity Securities.

The information required by this Item is described in Item 5.02 below.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) (d) On October 25, 2010, the Board of Directors (the “Board”) of Champions Biotechnology, Inc. (the “Company”) appointed Joel Ackerman, age 45, as Chief Executive Officer of the Company effective October 26, 2010 (the “Commencement Date”) pursuant to the terms of an employment agreement dated October 25, 2010. As Chief Executive Officer, Mr. Ackerman, together the Company’s President, would be responsible for implementing the Company’s strategy, and would be primarily responsible for finance, administration and general corporate matters and operations of the drug development business.

Under the terms of the agreement, Mr. Ackerman will also be appointed as a member of the Board. Mr. Ackerman will receive options to purchase 2,500,000 shares of the Company’s Common Stock at an exercise price of $0.875 per share, which vest and become exercisable in 36 equal monthly installments beginning on the Commencement Date. Mr. Ackerman will also receive options to purchase an additional 2,500,000 shares of the Company’s Common Stock at an exercise price of $0.875 per share, which vest in 36 equal monthly installments beginning on the Commencement Date, but are only exercisable upon the Company meeting all of certain milestones during the three year period following the Commencement Date. All options will be granted under the Company’s 2010 Equity Incentive Plan (described below). All unvested options vest immediately upon a change of control of the Company or the termination of Mr. Ackerman without cause. All unexercised options will lapse and be canceled 90 days following the termination of Mr. Ackerman with cause or the resignation of Mr. Ackerman from the Company.

The Board believes that Mr. Ackerman’s background and vast business experience make him uniquely qualified to serve as Chief Executive Officer and as a member of the Board. Mr. Ackerman received a Bachelor of Arts degree summa cum laude from Columbia University in 1988 and a Masters degree in physics from Harvard University in 1990. From 1990 to 1993, Mr. Ackerman was an associate with Mercer Management Consulting, a global strategy consulting firm offering in-depth advice to Fortune 1000 companies in a broad range of industries. From 1993 to 2008, Mr. Ackerman was employed by Warburg Pincus LLC, which since 1971 has invested more than $31 billion in approximately 600 companies in 30 countries and across a range of sectors, including healthcare, financial services, industrial, technology, media and telecommunications, energy, consumer and retail and real estate, including $6.6 billion invested in healthcare-related companies around the world. At Warburg Pincus, Mr. Ackerman served in various capacities including managing director and head of the firm’s healthcare services group and a member of the firm’s executive management team. During his nine years as head of Warburg Pincus’ healthcare services group, Mr. Ackerman was responsible for setting annual strategic priorities, allocating resources among the group’s sub-sectors, generating deal flow, triaging investment opportunities, performing due diligence and negotiating transactions, arranging and structuring financing, presenting investments to investment committee, monitoring investments and exiting investments. In addition, Mr. Ackerman represented Warburg Pincus as a member of the boards of directors of numerous portfolio companies. Since 2009, Mr. Ackerman has been a senior portfolio fellow with Acumen Fund, a non-profit global venture fund that uses entrepreneurial approaches to address global poverty.

-2-

Mr. Ackerman is a member of the board of directors of Coventry Health Care, Inc., a publicly traded managed care company, and of Kindred Healthcare, Inc., a publicly traded company that operates hospitals and nursing homes.

On October 25, 2010, the Board appointed Ronnie Morris, M.D., age 44, as President of the Company effective the Commencement Date pursuant to the terms of an employment agreement dated October 26, 2010. As President, Dr. Morris, together the Company’s Chief Executive Officer, would be responsible for implementing the Company’s strategy, and would be primarily responsible for personalized oncology services and all aspects of the Company’s medical and scientific activities.

Under the terms of the agreement, Dr. Morris will be appointed as a member of the Board and will be employed and serve as president of a newly formed Israeli subsidiary of the Company at an annual salary of NIS 46,200 (approximately $12,800). In addition, Dr. Morris will receive options to purchase 2,500,000 shares of the Company’s Common Stock at an exercise price of $0.875 per share, which vest and become exercisable in 36 equal monthly installments beginning on the Commencement Date. Dr. Morris will also receive options to purchase an additional 2,500,000 shares of the Company’s Common Stock at an exercise price of $0.875 per share, which vest in 36 equal monthly installments beginning on the Commencement Date, but are only exercisable upon the Company meeting all of certain milestones during the three year period following the Commencement Date. All options will be granted under the Company’s 2010 Equity Incentive Plan (described below). All unvested options vest immediately upon a change of control of the Company or the termination of Dr. Morris without cause. All unexercised options will lapse and be canceled 90 days following the termination of Dr. Morris with cause or the resignation of Dr. Morris from the Company.

The Board believes that as President of the Company and a member of the Board, Dr. Morris will bring his background and medical and business experience to bear on the Company’s personalized oncology services to grow the Company’s market and profitability. Dr. Morris received his medical degree from the University of Medicine and Dentistry of New Jersey in 1993, completed his residency at the Long Island Jewish Medical Center in 1996, and has Board certification by the American Board of Internal Medicine in 1996. From 1996 to 2001, Dr. Morris practiced internal medicine and was a managing partner of Prohealth Medical Group in Boca Raton Florida where, in addition to his personal medical practice of more than 2,500 patients, he managed over 30 physicians in a multispecialty practice, was responsible for the practice’s financial operations, and coordinated and created ancillary revenue services for the practice. From 2004 to 2006, Dr. Morris was vice president and medical director of AllianceCare Inc. in Boynton Beach, Florida, a company that provided home health care, physical therapy and doctor “house calls”. In that capacity, Dr. Morris was responsible for the physician house call business, developed new markets, managed and directed 150 employees, tripled revenue and brought his division to profitability. In 2001, Dr. Morris co-founded MDVIP, Inc. in Boca Raton, Florida, a personalized healthcare services company. Until 2009 when MDVIP was acquired by Procter and Gamble Co., Dr. Morris served on MDVIP’s board of directors, as medical director, and as a member of its executive management team. In those capacities, Dr. Morris conceptualized, developed, and helped build MDVIP from a start-up company into a national leader in personalized healthcare services with a network of 400 doctors in 29 states and 125,000 consumers/patients. From 2009 to the present, Dr. Morris has been a private investor.

(e) On October 25, 2010, the Board adopted the Company’s 2010 Equity Incentive Plan (the “2010 Plan”), subject to approval by the Company’s shareholders, to provide equity-based incentive awards to the Company’s and its subsidiaries’ employees, directors and consultants, thereby continuing to align the interests of such individuals with those of the shareholders. The Company will reserve 30,000,000 shares of the Company’s Common Stock for issuance under the 2010 Plan.

The 2010 Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Committee has the authority, within limitations as set forth in the 2010 Plan, to interpret the terms of the 2010 Plan and establish rules and regulations concerning the 2010 Plan, to determine the persons to whom options may be granted, the number of Shares to be covered by each option, and the exercise price and other terms and provisions of the option to be granted. In addition, the Committee has the authority, subject to the terms of the 2010 Plan, to determine the appropriate adjustments in the terms of each outstanding option in the event of a change in the Company’s capital structure.

-3-

Options granted under the 2010 Plan may be either incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code, non-qualified stock options (“NQSOs”), Restricted Stock Awards (“RSAs”) or Stock Appreciation Rights (“SARs”) as the Options Committee may determine. The exercise price of an option will be fixed by the Committee on the date of grant, except that (i) the exercise price of an ISO granted to any employee who owns (directly or by attribution) shares possessing more than 10% of the total combined voting power of all classes of outstanding stock of the Company (a “10% Owner”) must be at least equal to 110% of the fair market value of the shares on the date of grant, (ii) the exercise price of an ISO granted to any employee other than a 10% Owner must be at least equal to the fair market value of the shares on the date of the grant, (iii) the exercise price of any stock option shall not be less than one hundred percent (100%) of the fair market value of the Shares subject to the option on the date the option is granted. Any options granted must expire within ten years from the date of grant (five years in the case of an ISO granted to a 10% Owner). Shares subject to options granted under the 2010 Plan which expires, terminate, or are canceled without having been exercised in full become available again for option grants. At the time of the grant of a RSA, the Board will determine the price to be paid by the participant for each share subject to the RSA. To the extent required by applicable law, the price to be paid by the participant for each share of the RSA will not be less than the par value per Share. A RSA may be awarded as a stock bonus (i.e., with no cash purchase price to be paid) to the extent permissible under applicable law. SAR agreements will be in such form and will contain such terms and conditions as the Board deems appropriate. The strike price of each SAR will not be less than the fair market value of the share equivalents on the date of grant. Any SAR granted must expire within ten years from the date of grant.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.
10.1	Employment Agreement dated October 25, 2010 between the Company and Joel Ackerman
10.2.	Employment Agreement dated October 25, 2010 between the Company and Ronnie Morris, M.D.
99.1.	Press release dated October 28, 2010

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 thereunto duly authorized.

	CHAMPIONS BIOTECHNOLOGY, INC. (Registrant)
Date: October 29, 2010	By:	/s/ Mark Schonau
		Mark Schonau
		Chief Financial Officer

-4-

EX-10.1

Exhibit 10.1

CHAMPIONS BIOTECHNOLOGY, INC.

October 25, 2010

Joel Ackerman

Dear Mr. Ackerman:

We are pleased to offer you employment as the Chief Executive Officer of Champions Biotechnology, Inc. (the “Company”). For so long as you serve as an executive officer of the Company, the Company will nominate you as a member of the board of directors of the Company. This offer is contingent upon your signing our Business Protection Agreement, a copy of which is attached hereto, which protects the Company’s intellectual property and good will, among other things. You will be entitled to indemnification by the Company to the fullest extent permitted by law pursuant to the Indemnification Agreement attached hereto.

You will not be entitled to receive any salary or compensation other than the Options described below, will not be entitled to any severance payments and you have elected to waive any employee benefits. Upon the Commencement Date (as defined) below, you will be entitled to receive options to purchase 5,000,000 shares of common stock of the Company on the terms set forth in Schedule A attached hereto.

Upon the closing of the next round of financing of the Company in the aggregate amount of at least $5,000,000, and on the same price and other terms thereof, you will invest in the Company between $250,000 and $500,000 (the “Personal Investment”).

Our employment relationship will not be for any specified duration and it will be terminable at will, which means that either you or the Company may terminate it at any time. To facilitate the Company’s provision of quality service, we expect you to provide at least 30 days’ advance written notice if you decide to resign. If you decide to resign, you agree to resign also from the board of directors of the Company and any subsidiary thereof. Any dispute regarding your employment will be governed solely by the laws of the State of Maryland. You and the Company agree that any action arising out of your employment will be brought in and will be subject to the exclusive jurisdiction and venue of the state courts located in Baltimore, Maryland or the Federal District Court for the Northern District of Maryland.

This letter (including Schedule A attached hereto) contains the entire agreement between you and the Company and supersedes any prior or agreement, understanding or commitment (oral or written) by or on behalf of the Company, except for the Business Protection Agreement and the Indemnification Agreement. The terms of your employment may be amended in the future, but only in writing and signed by both you and by an authorized officer of the Company. We expect that your engagement with us would start on October 26, 2010, or another mutually satisfactory date (such start date, the “Commencement Date”). Within 30 days after the Commencement Date, we will adopt a new stock option plan (the “ISO Plan”) and present it for shareholder approval as soon as practicable thereafter to enable your stock options to be treated as incentive stock options for purposes of U.S. federal tax law, to the fullest extent permitted under applicable law.

We believe you will be a productive member of our team and we hope you will accept our offer. If you wish to do so, please sign this letter and return it to the Company within 10 days after the date of this letter. We look forward to your joining our Company.

Champions, Biotechnology, Inc.
By:	/s/ Mark Schonau, CFO

Agreed and accepted:
 

/s/ Joel Ackerman  

Employee Signature 

Date: October 25, 2010

Schedule A to Agreement with Joel Ackerman

Option Terms

• Number of Options Shares: 5,000,000.

• Option Term: 10 years.

• Exercise Price: The market price of the Company’s common stock, which is $0.875 per share. Cashless exercise shall be permitted at your election starting two years after the Commencement Date.

• Vesting Schedule:

• 2,500,000 options (the “Non-contingent Options”) shall vest monthly over three years, in 36 equal installments, commencing from the Commencement Date.

• 2,500,000 options (the “Contingent Options”) shall vest monthly over three years, in 36 equal installments, commencing from the Commencement Date but subject also to satisfaction of the following conditions during the option term (the “Conditions”):

1)	Closing of one or more financings of the Company in the aggregate amount of at least $5,000,000 (including your Personal Investment and that of Dr. Ronnie Morris).
2)	Bringing in new Company management.
3)	Launching of personalized medicine (oncology) business.
4)	Commencing implementation of Business Plan.
•	Upon satisfaction of all of the Conditions, all Contingent Options that would have vested had the vesting commenced from the Commencement Date shall vest immediately. By way of illustration, if the conditions are satisfied nine months following the Commencement Date, 9/36ths, or 25% of the Contingent Options, shall vest.
•	So long as the Conditions are not satisfied, the Contingent Options shall not be exercisable; if all of the Conditions are not satisfied within the three year vesting period, the Contingent Options shall lapse and terminate.
•	At your request from time to time, the Company shall confirm whether any of the Conditions has been satisfied, as determined in good faith by its Board of Directors.

• Notwithstanding the foregoing, all options vest and become fully exercisable upon a “Change of Control” (as defined below) or termination of employment without “Cause” (as defined below).

• The Non-Contingent Options will expire 90 days following termination for Cause or voluntary resignation; the Contingent Options will not be affected by such events, except that vesting shall cease.

• Grant Date: The options shall be granted upon adoption of the ISO Plan.

• Tax Treatment: The options will be incentive stock options, to the fullest extent permitted under applicable law.

• Transferability: The options will be transferable by you to trusts of which you or your family members are beneficiaries to the extent permitted by law.

• It is understood that at the present time, in view of the Company’s plans for raising capital, the Company may not have sufficient authorized but unissued shares of common stock necessary upon the exercise of the Options. The Company will take such action as may be reasonable and practical, as promptly as practicable and in any event within 90 days of the Commencement Date, to increase the number of authorized but unissued shares of common stock to provide for the shares needed to be issued upon the exercise of the Options (the “Capital Increase”).

• All shares underlying the options will be registered by the Company with the Securities and Exchange Commission on Form S-8 within 15 days following the effective date of the Capital Increase.

For purposes of this agreement, the following capitalized terms that have the following respective meanings:

“Cause” shall mean any of the following: (i) willful misconduct in the performance of your material duties; (ii) participation in any fraud against the Company; (iii) conviction of, or a plea of “guilty” or “no contest” to, a felony or any crime involving dishonesty; or (iv) intentional damage to any property of the Company of material value.

“Change of Control” shall mean the occurrence of any of the following:

ii

(a) any “person,” as such term is currently used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (a “person”), other than Dr. David Sidransky, becomes a “beneficial owner” (as such term is currently used in Rule 13d-3 promulgated under the 1934 Act (a “Beneficial Owner”) of 30% or more of the Voting Stock (as defined below) of the Company;

(b) the Board of Directors of the Company adopts any plan of liquidation providing for the distribution of all or substantially all of the Company’s assets;

(c) all or substantially all of the assets or business of the Company are disposed of in any one or more transactions pursuant to a sale, merger, consolidation or other transaction (unless the shareholders of the Company immediately prior to such sale, merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company, more than fifty percent (50%) of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company);

(d) the Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the Company immediately prior to the combination hold, directly or indirectly, fifty percent (50%) or less of the Voting Stock of the combined company; or

(e) Continuing Directors cease to constitute at least a majority of the Board of Directors of the Company.

“Voting Stock” of any entity shall mean the issued and outstanding share capital or other securities of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the members of the board of directors (or members of a similar managerial body if such entity has no board of directors) of such entity.

“Continuing Director” means a director who either was a director of the Company on the Commencement Date or who became a director of the Company subsequent thereto and whose election, or nomination for election by the Company’s shareholders, was approved by a majority of the Continuing Directors then on the Board of Directors of the Company.

iii

EX-10.2

Exhibit 10.2

CHAMPIONS BIOTECHNOLOGY, INC.

October 25, 2010

Ronnie Morris, M.D.

Dear Dr. Morris:

We are pleased to offer you the position of President of Champions Biotechnology, Inc. (the “Company”). You will be employed by, and also serve as President of, the subsidiary of the Company that is currently being formed in Israel. For so long as you serve as an executive officer of the Company, the Company will nominate you as a member of the board of directors of the Company. This offer is contingent upon your signing our Business Protection Agreement, a copy of which is attached hereto, which protects the Company’s intellectual property and good will, among other things. You will be entitled to indemnification by the Company to the fullest extent permitted by law pursuant to the Indemnification Agreement attached hereto.

You will be entitled to salary equal to the minimum wage in Israel, as may be in effect from time to time, which is currently NIS 3,850 per month. You will not be entitled to receive severance payments or to receive employee benefits, except as required by applicable Israeli labor law. You will be entitled to receive options to purchase 5,000,000 shares of common stock of the Company at the times and on the terms set forth in Schedule A attached hereto.

Upon the closing of the next round of financing of the Company in the aggregate amount of at least $5,000,000, and on the same price and other terms thereof, you will invest in the Company between $250,000 and $500,000 (the “Personal Investment”).

Our employment relationship will not be for any specified duration and it will be terminable at will, which means that either you or the Company may terminate it at any time. To facilitate the Company’s provision of quality service, we expect you to provide at least 30 days’ advance written notice if you decide to resign. If you decide to resign , you agree to resign also from the board of directors of the Company and any subsidiary thereof. Any dispute regarding your employment will be governed solely by the laws of Israel. You and the Company agree that any action arising out of your employment will be brought in and will be subject to the exclusive jurisdiction and venue of the competent courts in Israel.

This letter (including Schedule A attached hereto) contains the entire agreement between you and the Company and supersedes any prior or agreement, understanding or commitment (oral or written) by or on behalf of the Company, except for the Business Protection Agreement and the Indemnification Agreement. The terms of your employment may be amended in the future, but only in writing and signed by both you and by an authorized officer of the Company. We expect that your engagement with us would start on October 26, 2010, or another mutually satisfactory date (such start date, the “Commencement Date”). We will form the Israeli subsidiary that will employ you as soon as practicable and in no event later than November 30, 2010. We will cause the Israeli subsidiary to adopt a stock option plan in form and substance satisfactory to you and retain a trustee under Section 102 of the Israeli Tax Ordinance [New Version], 1961 (“Israeli Section 102”) and file said plan with the Israel Tax Authority as soon as practicable after its formation and in no event later than November 30, 2010.

We believe you will be a productive member of our team and we hope you will accept our offer. If you wish to do so, please sign this letter and return it to the Company within 10 days after the date of this letter. We look forward to your joining our Company.

Champions, Biotechnology, Inc.
By:	/s/ Mark Schonau, CFO

Agreed and accepted:
 

/s/ Ronnie Morris  

Employee Signature 

Date: October 25, 2010

Schedule A to Agreement with Dr. Ronnie Morris

Option Terms

• Number of Options Shares: 5,000,000, which will be granted to Dr. Ronnie Morris pursuant to Israeli Section 102 (the “Personal Options”), provided, however, that at the election of Dr. Morris, up to 1,500,000 of such options will be granted to the R A Morris Family Foundation (the “Foundation Options”).

• Option Term: 10 years.

• Exercise Price: The market price of the Company’s common stock, which is $0.875 per share. Cashless exercise shall be permitted at your election starting two years after the Commencement Date.

• Vesting Schedule:

• 2,500,000 options (i.e., half the Personal Options and half the Foundation Options, if any) (the “Non-contingent Options”) shall vest monthly over three years, in 36 equal installments, commencing from the Commencement Date.

• 2,500,000 options (i.e., half the Personal Options and half the Foundation Options, if any) (the “Contingent Options”) shall vest monthly over three years, in 36 equal installments, commencing from the Commencement Date but subject also to satisfaction of the following conditions during the option term(the “Conditions”):

5)	Closing of one or more financings of the Company in the aggregate amount of at least $5,000,000 (including your Personal Investment and that of Joel Ackerman).
6)	Bringing in new Company management.
7)	Launching of personalized medicine (oncology) business.
8)	Commencing implementation of Business Plan.
•	Upon satisfaction of all of the Conditions, all Contingent Options that would have vested had the vesting commenced from the Commencement Date shall vest immediately. By way of illustration, if the conditions are satisfied nine months following the Commencement Date, 9/36ths, or 25% of the Contingent Options, shall vest.
•	So long as the Conditions are not satisfied, the Contingent Options shall not be granted or exercisable; if all of the Conditions are not satisfied within the three year vesting period, the Contingent Options shall lapse and terminate.
•	At your request from time to time, the Company shall confirm whether any of the Conditions has been satisfied, as determined in good faith by its Board of Directors.

• Notwithstanding the foregoing, all options vest and become fully exercisable upon a “Change of Control” (as defined below) or termination of employment without “Cause” (as defined below).

• The Non-Contingent Options will expire 90 days following termination for Cause or voluntary resignation; the Contingent Options will not be affected by such events, except that vesting shall cease.

• Grant Date: All of the Non-contingent Options and 2,250,000 of the Contingent Options shall be granted on the 31^st day following the filing of the option plan with the Israel Tax Authority. The balance of 250,000 Contingent Options shall be granted immediately upon the satisfaction of the Conditions, on the same terms as the Non-Contingent Options. For the avoidance of doubt, all or a portion of such Contingent Options will be vested and will become exercisable pursuant to the above terms. The Company will take or cause to be taken all requisite actions to ensure capital gains treatment of the Personal Options under Section 102 of the Israeli Income Tax Ordinance, including establishing an Israeli subsidiary, adopting an Israeli option plan that complies with said Section 102, filing such plan with the Israel Tax Authority and retaining a trustee.

• It is understood that at the present time, in view of the Company’s plans for raising capital, the Company may not have sufficient authorized but unissued shares of common stock necessary upon the exercise of the Options. The Company will take such action as may be reasonable and practical, as promptly as practicable and in any event within 90 days of the Commencement Date, to increase the number of authorized but unissued shares of common stock to provide for the shares needed to be issued upon the exercise of the Options (the “Capital Increase”).

• All shares underlying the options will be registered by the Company with the Securities and Exchange Commission on Form S-8 within 15 days following the effective date of the Capital Increase.

• Notwithstanding the foregoing, in no event will you be permitted to hold securities representing more than 9.9% of the Company’s capital stock on an “equal diluted” basis.

ii

For purposes of this agreement, the following capitalized terms that have the following respective meanings:

“Cause” shall mean any of the following: (i) willful misconduct in the performance of your material duties; (ii) participation in any fraud against the Company; (iii) conviction of, or a plea of “guilty” or “no contest” to, a felony or any crime involving dishonesty; or (iv) intentional damage to any property of the Company of material value.

“Change of Control” shall mean the occurrence of any of the following:

(a) any “person,” as such term is currently used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (a “person”), other than Dr. David Sidransky, becomes a “beneficial owner” (as such term is currently used in Rule 13d-3 promulgated under the 1934 Act (a “Beneficial Owner”) of 30% or more of the Voting Stock (as defined below) of the Company;

(b) the Board of Directors of the Company adopts any plan of liquidation providing for the distribution of all or substantially all of the Company’s assets;

(c) all or substantially all of the assets or business of the Company are disposed of in any one or more transactions pursuant to a sale, merger, consolidation or other transaction (unless the shareholders of the Company immediately prior to such sale, merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company, more than fifty percent (50%) of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company);

(d) the Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the Company immediately prior to the combination hold, directly or indirectly, fifty percent (50%) or less of the Voting Stock of the combined company; or

(e) Continuing Directors cease to constitute at least a majority of the Board of Directors of the Company.

“Voting Stock” of any entity shall mean the issued and outstanding share capital or other securities of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the members of the board of directors (or members of a similar managerial body if such entity has no board of directors) of such entity.

“Continuing Director” means a director who either was a director of the Company on the Commencement Date or who became a director of the Company subsequent thereto and whose election, or nomination for election by the Company’s shareholders, was approved by a majority of the Continuing Directors then on the Board of Directors of the Company.

iii

EX-99.1

Exhibit 99.1

Champions Biotechnology, Inc.

NEWS

855 N. Wolfe Street, Suite 619, Baltimore, Maryland 21205 USA.
Tel. 410-369-0365

For Immediate Release

Champions Biotechnology Reports Additions to its Management Team

Baltimore, MD, October 28, 2010 — Champions Biotechnology, Inc. (OTC Bulletin Board: CSBR), a company engaged in the development of advanced preclinical platforms and tumor specific data to enhance the value of oncology drugs, today announced that Mr. Joel Ackerman has joined the management team as the Chief Executive Officer of the Company. In addition, the Company announced that Dr. Ronnie Morris will join the management team as President of the Company; Dr. Morris will concentrate on the development and growth of the personalized medicine business, particularly the Company’s Personalized Oncology Services. Both Mr. Ackerman and Dr. Morris will join the company’s Board of Directors.

Mr. Ackerman spent 15 years at Warburg Pincus, a leading private equity investment firm, from 1993 to 2008. While at Warburg Pincus, he was a partner of the firm, a member of the executive management group and ran the healthcare services group. He invested in start-ups and early-stage companies as well as later stage growth investments and management-led buyouts. For most of these companies, Mr. Ackerman served on the board of directors and worked closely with the respective management teams on strategy, financing, M&A and organizational development. Currently, Mr. Ackerman sits on the board of directors of Coventry Health Care, a publicly traded managed care company, and Kindred Healthcare, a publicly traded company that owns hospitals and nursing homes. He is also Chairman of the Board of One Acre Fund, a non-profit microfinance organization in Western Kenya. He received a BA in physics from Columbia University and an MA in physics from Harvard University.

Ronnie Morris, M.D. was most recently one of the founders of MDVIP, the national leader in personalized healthcare. Serving as a board member, medical director, and part of the executive management team, Dr. Morris helped build and manage MDVIP, a company that grew to a network of 400 doctors within 29 states servicing 125,000 consumers/patients. In December 2009, MDVIP was acquired by the Procter and Gamble Co. (NYSE:PG). Prior to MDVIP, Dr. Morris was the Chief Medical Officer and Executive V.P. of AllianceCare, a 1500+ employee company that provided home healthcare, physical therapy and doctor visits for home bound patients. At AllianceCare Dr. Morris developed and operated the physician house call division of the business, and he was the general medical director for the company. He is currently on the board of directors of APOS therapy. He was the managing partner of a large multispecialty group that was acquired in 1998 by Promedco. Dr. Morris is a board certified internist and up until 2004 he had a private practice in Boca Raton, Florida. He has been a consultant for many pharmaceutical companies including Pfizer, Merck, and AstraZeneca.

Dr. David Sidransky, Chairman of the Board of the Company, said, “We are all very excited about Mr. Ackerman and Dr. Morris joining our team. They bring a highly successful track record and years of valuable experience and empirical knowledge to help shape and grow our business.”

Additional information regarding this announcement will be contained in a Form 8-K to be filed by the Company.

About Champions Biotechnology, Inc.

Champions Biotechnology, Inc. is engaged in the development of advanced preclinical platforms and predictive tumor specific data to enhance and accelerate the value of oncology drugs. The Company’s Preclinical Platform is a novel approach based upon the implantation of primary human tumors in immune deficient mice followed by propagation of the resulting xenografts (Biomerk Tumorgrafts™) in a manner that preserves the biological characteristics of the original human tumor. The Company believes that these Tumorgrafts closely reflect human cancer biology and their response to drugs is more predictive of clinical outcomes in cancer patients.

Champions Biotechnology leverages its preclinical platform to evaluate drug candidates and to develop a portfolio of novel therapeutic candidates through pre-clinical trials. As drugs progress through this early stage of development, the Company plans to sell, partner or license them to pharmaceutical and/or biotechnology companies, as appropriate. The Company also offers its predictive preclinical platform and tumor specific data to physicians for personalized patient care and to Companies for evaluation of oncology drugs and drug candidates in models that integrate prognostic testing with biomarker discovery.

Champions Biotechnology is dedicated to enhancing preclinical development tools, accelerating development and valuation of oncology drugs, and advancing personalized treatment with a goal to improve the lives of cancer patients globally.

This press release contains “forward-looking statements” (within the meaning of the Private Securities Litigation Act of 1995) that inherently involve risk and uncertainties. Champions Biotechnology generally uses words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements. One should not place undue reliance on these forward-looking statements. The Company’s actual results could differ materially from those anticipated in the forward-looking statements for many unforeseen factors. See Champions Biotechnology’s Form 10-K for the fiscal year ended April 30, 2010 for a discussion of such risks, uncertainties and other factors. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and Champions Biotechnology’s future results, levels of activity, performance or achievements may not meet these expectations. The Company does not intend to update any of the forward-looking statements after the date of this press release to conform these statements to actual results or to changes in Champions Biotechnology’s expectations, except as required by law.

CHAMPIONS BIOTECHNOLOGY, INC. WEB SITE: www.championsbiotechnology.com