8-K

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):  April 10, 2009

ADEONA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 01-12584 (Commission File No.) 13-3808303 (IRS Employer Identification No.)

3930 Varsity Drive, Ann Arbor, Michigan 48108

(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code: (734) 332-7800

(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:

¨ 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))

Item 1.01.                      Entry Into a Material Definitive Agreement

On April 10, 2009, Adeona Pharmaceuticals, Inc. entered into a stock purchase agreement with Neil Colwell and Connie Colwell to acquire all of the outstanding capital stock of Colwell Clinical Laboratories, Inc., a California corporation and CLIA-certified clinical laboratory.  The purchase price for the stock of Colwell Clinical Laboratories is $825,000.  The acquisition is expected to close on or about May 31, 2009.  The closing of the transaction is subject to Adeona’s completion of its due diligence investigation of Colwell Clinical Laboratories.  In the event that Adeona is not satisfied with the results of its due diligence investigation it may terminate the agreement and forfeit a $75,000 earnest money deposit.  In connection with the closing of the stock purchase Adeona will enter into a three month consulting agreement with Neil Colwell for a monthly consulting fee of $10,000.  In addition, Mr. Colwell will be prohibited from competing with the company for a period of five years after closing.

The information contained in this Item 1.01 is qualified in its entirety by the stock purchase agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by this reference.  A copy of Adeona’s press release regarding the stock purchase agreement with Colwell Clinical Laboratories is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Item 8.01.                      Other Events

On April 9, 2009, Healthmine Inc., a wholly-owned subsidiary of Adeona Pharmaceuticals, Inc., announced that David A. Newsome, M.D., had been appointed president of its wholly-owned subsidiary, Healthmine, Inc.

A copy of Adeona’s press release regarding the appointment of Mr. Newsome as President of Healthtime, Inc. is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.  A copy of Mr. Newsome’s employment agreement is attached hereto as Exhibit 99.3 and is incorporated herein by this reference

Item 9.01.                      Financial Statements and Exhibits

(d)           Exhibits.  The following exhibits are being filed as part of this Report.

Exhibit Number	Description
10.1	Stock Purchase Agreement dated April 10, 2009 among Adeona Pharmaceuticals, Inc. and Neil Colwell and Connie Colwell
99.1	Press release regarding Stock Purchase Agreement dated April 10, 2009 among Adeona Pharmaceuticals, Inc. and Neil Colwell and Connie Colwell.
99.2	Press release regarding the appointment of David A. Newsome, M.D. as president of Healthmine, Inc., a subsidiary of Adeona Pharmaceuticals, Inc.
99.3	Employment agreement between Healthmine, Inc. and David A. Newsome, M.D.

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.

	ADEONA PHARMACEUTICALS, INC.
Date: April 16, 2009	By: /s/ Steve H. Kanzer
	Name:  Steve H.Kanzer, CPA JD
	Its:       Chairman and Chief Executive Officer

EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is entered into as of April 10, 2009 by and between Neil O. Colwell and Connie Colwell, husband and wife, as joint tenants with right of survivorship (“Sellers”) and Adeona Pharmaceuticals, Inc., (“Purchaser”). Purchaser and Sellers (with the Sellers as joint tenants with right of survivorship) may collectively be referred to as the “Parties.”

WHEREAS, Sellers are the record owners and holders of all of the issued and outstanding shares of the capital stock of Colwell Clinical Laboratories, Inc. (the “Company”), a CaliforniaCorporation; and

WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Sellers shares of capital stock of the Company.

NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:

1. PURCHASE AND SALE:  Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Sellers, and Sellers hereby agree to sell, transfer and convey to the Purchaser one thousand (1,000) shares of common stock of the Company, representing all of the issued and outstanding shares of the Company (the “Stock”).

2. PURCHASE PRICE:  The purchase price for all of the shares of Stock shall be Seven Hundred and Fifty Thousand dollars ($750,000) (the “Purchase Price”) with Seventy Five Thousand ($75,000) to be paid in cash to the Sellers as a nonrefundable earnest payment creditable against the Purchase Price contemporaneous with the execution of this Agreement and the remainder of the Purchase Price of Six Hundred Seventy Five Thousand dollars ($675,000) to be paid in cash to the Sellers on May 31, 2009 unless an earlier closing date is agreed to in writing signed by both parties (the “Closing”).  Cash payments made by Purchaser shall be made by wire transfer from Purchaser to the IOTA Trust Account of Sellers’ attorney and released to the Sellers, upon execution of this Agreement by Sellers and at the Closing.  At the Closing, Purchaser shall also pay the business brokerage fee of Armand Tinkerian in the amount of Seventy Five Thousand Dollars ($75,000).

3. CLOSING:  The closing contemplated by this Agreement for the transfer of the Stock and the payment of the Purchase Prices shall take place at Colwell Clinical Laboratories, Inc, 1125 E. 17th St., Suite N-156, Santa Ana, CA 92701, on May 31, 2009 at 9:00a.m. PT unless an earlier closing date is agreed to in writing signed by both parties (the “Closing”).  The certificates representing the Stock shall be duly endorsed for transfer or accompanied by an appropriate stock transfer.  At the Closing, Purchaser shall pay the business brokerage fee of Armand Tinkerian in the amount of Seventy Five Thousand Dollars ($75,000).  Purchaser’s obligation to close shall be conditioned upon the satisfactory completion of Purchaser’s due diligence determined in Purchaser’s sole

discretion which Seller shall undertake and complete on or before the Closing.  Should Purchaser not be satisfied with the outcome of its due diligence and elect not to close on May 31, 2009, Purchaser shall forfeit the $75,000 nonrefundable earnest payment and the Parties shall have no further obligation under this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF SELLERS:  Sellers hereby warrants and represents that:

(a) Restrictions on Stock.  The Sellers is not a party to any agreements that create rights or obligations in the Stock relating to any third party including voting or stockholder agreements.  The Sellers is the lawful owner of the Stock, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Stock as contemplated in this Agreement.  The Stock represents all of the issued and outstanding shares of capital stock of the Company.

(b) Organization and Standing.  To the Sellers’s knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of Californiaand has full power and authority to own and operate its property and assets and to carry on its business as presently conducted and the one thousands shares of stock represent all of the issued and outstanding capital stock of the Company.

(c) Operation of Business.  Between the signing of this Agreement and the Closing, the Seller shall operate the business of the Company in the normal course and at the Closing net working capital and stockholders’ equity reflected in the trial balance of accounts as of the date hereof shall not materially differ.  Purchaser shall pay Company for all costs incurred by the Company in connection with the Collaboration Agreement previously entered into between the Company and Purchaser.  Until May 31, 2009, Seller, Company and their agents, including and Armand Tinkerian, shall not solicit other offers from other parties and shall discontinue any and all discussions with other parties whom they may be already in discussion with.

(d) Neil O. Colwell Consulting.  Following the Closing, Neil O. Colwell shall serve as a consultant to Seller for a period of up to three (3) months following the Closing for a monthly consulting fee of Ten Thousand dollars ($10,000) per month to assist in the transition and business of the Company.  For a period of five (5) years following the closing Neil O. Colwell shall not solicit the Company’s accounts or employees nor compete with the Company.  The Company shall be permitted to continue to use the name “Colwell Clinical Laboratories, Inc.”  The Purchaser and Neil O. Colwell may enter in a separate written consulting agreement, each in their sole discretion, pursuant to which Neil O. Colwell may agree to serve as a consultant to the Company on an at-will basis beyond the initial three (3) month period following the Closing.  Such consulting agreement may include the issuance of options to purchase two hundred thousand (200,000) shares of the Purchaser’s stock at market price on the date of such agreement, vesting monthly over a period of twenty-four (24) months while Neil

O. Colwell remains a consultant to the Company and such consulting agreement has not been earlier terminated by either party.

(e) General Ledger. The unaudited Financial Statements dated June 30, 2008 are true in all material respects, the Company’s State and Federal Income Tax Returns and the Trial Balance of Accounts from July 1, 2008 for the period ending, and as of, April 6, 2009 are accurate and true in all material respects and other than as disclosed in such documents or on the List of Exceptions attached hereto as Schedule A, there are no liabilities, (including Medicare, MediCal or other insurance liabilities), liens, tax liabilities, actions, actual, pending or threatened that may have a material adverse effect on the business of the Company (the “Liabilities”).  For purposes of this Agreement, Liabilities will only be considered material if together in the aggregate they exceed ten percent (10%) of the Purchase Price.  At the Closing all of the cash and accounts receivables of the Company shall be transferred or assigned to Sellers and all of the existing liabilities of the Company as of the Closing shall have been either paid or assumed by the Sellers.

5. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

6. BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties.

7. BROKER’S FEES:  The Parties represent that other than Armand Tinkerian and there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a broker’s fee, finder’s fee or other similar payment.

8. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Sellers and Purchaser.

9. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

10. NOTICE:  Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service:

(a) If to Purchaser:

Steve H. Kanzer, CPA, JD

Chairman and Chief Executive Officer

Adeona Pharmaceuticals, Inc.

3930 Varsity Drive

Ann Arbor, MI  48108

Fax: (734) 332-7800

(b) If to Sellers:

Neil O. Colwell & Connie Colwell

11562 Ranch Hill Drive

Santa Ana, CA  92705

11. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

ADEONA PHARMACEUTICALS, INC.:	SELLERS:
/s/ Steve H. Kanzer	/s/ Neil O. Colwell
Steve H. Kanzer, CPA, JD	Neil O. Colwell, JTWROS
	/s/ Connie Colwell
	Connie Colwell. JTWROS

EX-99.1

Exhibit 99.1

Adeona Announces Acquisition of Colwell Clinical Laboratories, a Southern California CLIA-Certified Clinical Lab

Acquisition Intended to Complete and Initiate Generating Revenues During the Current Quarter

Regional and National Growth Intended as First Clinical Lab Dedicated to the Diagnosis and Treatment of Disorders Involving Metal Dyshomeostasis

Teleconference and Webcast Set for Friday, April 17 at 1pm ET.

Ann Arbor, Michigan, April 16, 2009 -- Adeona Pharmaceuticals, Inc. (AMEX: AEN), a specialty pharmaceutical company dedicated to the awareness, diagnosis, prevention and treatment of subclinical zinc deficiency and chronic copper toxicity in the mature population, today announced that it has entered into an agreement to acquire Colwell Clinical Laboratories, Inc., an independent Southern California CLIA-certified clinical laboratory (”Colwell”).

Founded and in operation since 1946, Colwell is one of the most established independent CLIA-certified clinical laboratories in the State of California.  Centrally located in Southern California in Santa Ana, Orange County, Colwell can serve the same-day clinical laboratory needs of physicians that care for the 21 million residents of Los Angeles, San Diego, and Orange and Riverside Counties, one of the largest markets in the U.S.  Located in close proximity to both Orange County and Long Beach airports, Colwell can provide next-day clinical laboratory service to physicians nationwide.

Colwell has revenues of approximately $750,000 annually, is a licensed Medicare and MediCal provider, and accepts insurance from most third party reimbursers as well as private payers.

Adeona intends Colwell to remain independent but to assist Colwell in expanding its offering of services to include a suite of high precision and proprietary assays and diagnostic panels useful for the diagnosis, prevention and treatment of conditions that

involve metal dyshomeostasis.  Adeona believes that, if operated as planned, Colwell may satisfy an unmet physician need for a clinical laboratory dedicated and competent in such areas.

Steve H. Kanzer, CPA, JD, Chairman and CEO of Adeona stated, “Our acquisition of Colwell Clinical Labs announced today is an important step in our recently announced plans to transition Adeona to profitability and through this acquisition we expect to begin recognizing revenues in this quarter on or before June 1st.  We believe conditions of metal dyshomeostasis to be both underdiagnosed and often completely treatable, resulting in untold costs to our healthcare system and unnecessary human suffering in the United States.  Our acquisition of Colwell is an important component of our mission to increase awareness and to assist physicians in the diagnosis, prevention and treatment of conditions involving metal dyshomeostasis.”

During 2007 and 2008, Adeona sponsored and conducted an IRB-approved, prospective, observational, blinded clinical trial enrolling 90 subjects, 30 with Alzheimer’s disease (AD), 30 with Parkinson’s disease (PD) and 30 age-matched normal subjects (Normals).  The purpose of the study was to evaluate serum markers of copper status and compare these results across the three groups of patients. The results of our study indicate highly statistically significant differences in serum markers of copper status between AD and normal subjects.  We believe that the differences observed suggest that Alzheimer’s patients have impaired protection from chronic copper toxicity, which may contribute to the progression of their disease.  The results from this study also appear to indicate a subclinical zinc deficiency in AD subjects.  Results from the study also indicate that it may be useful to screen the existing Parkinson’s disease population for signs of Wilson’s disease, an effort that Adeona hopes to promote and accomplish through Colwell.  Adeona and its HealthMine subsidiary intend to publish the results from this study in the future.

The Proposed Acquisition

The acquisition is expected to be completed on or before May 31, 2009 and is subject to satisfactory due diligence on the part of Adeona.  Adeona has paid a non-refundable deposit of $75,000 and, if satisfied with the outcome of its due diligence, will pay an additional $750,000 at closing on or before May 31, 2009 for all of the issued and outstanding stock of Colwell.   Adeona intends to enter into a consulting agreement with Neil O. Colwell, the owner of Colwell whom has operated the company since 1985, which will provide for cash compensation of ten thousand dollars ($10,000) per month for ninety (90) days following the closing and the issuance of options to purchase up to two-hundred thousand (200,000) shares of Adeona stock, vesting in monthly installments over a period of two (2) years, provided Adeona elects to maintain such consulting agreement in effect.

The Webcast and Teleconference

Adeona will host a webcast and teleconference at 1pm ET, tomorrow, Friday, April 17th.

Steve H. Kanzer, CPA, JD, Chairman and CEO of Adeona, and David A. Newsome M.D., president of Adeona’s HealthMine subsidiary, will present an audio/visual presentation regarding the proposed acquisition of Colwell.

Participants may view the audio/visual presentation by either pasting the following link into their browser http://www.visualwebcaster.com/event.asp?id=58014  or by following the link to be posted on Adeona's website at www.adeonapharma.com. United States participants wishing to join the call telephonically may dial toll free 877-852-6573 or 719-325-4798 for international participants and enter the passcode 4699059 which will provide audio only.

A recording of the audio/visual webcast will be maintained on the Company's website for at least 30 days following the webcast.

About Adeona Pharmaceuticals, Inc.

Adeona Pharmaceuticals, Inc. (AMEX: AEN) is a specialty pharmaceutical company dedicated to the awareness, diagnosis, prevention and treatment of subclinical zinc deficiency and chronic copper toxicity in the mature population. Adeona believes that such conditions may contribute to the progression of debilitating degenerative diseases, including, Dry Age-Related Macular Degeneration (Dry AMD), Alzheimer’s disease (AD) and mild cognitive impairment (MCI) in susceptible persons.  Adeona is also developing a number of late-stage clinical drug candidates for the treatment of rheumatoid arthritis and multiple sclerosis.  For further information, please visit www.adeonapharma.com.

About HealthMine, Inc.

HealthMine, Inc., a subsidiary of Adeona Pharmaceuticals Inc., is a health education communication and information resource company dedicated to raising awareness of subclinical zinc deficiency and the risks of chronic copper toxicity in the mature population.  HeathMine currently hosts two Web 2.0 websites, www.healthmine.com and the recently launched www.copperproof.com, a new informational website dedicated to increasing awareness of the potential health effects of chronic copper toxicity, especially in the mature population. By visiting www.copperproof.com, users can view a brief informational video, review relevant literature, obtain a sensitive test card to test their tap water for copper and, should they wish to participate in HealthMine’s CopperProof National Tap Water Survey, share their levels of copper in tap water and geographically compare such levels to those of others.  Since 2003, an increasing body of research continues to implicate chronic copper exposure as a potential factor that may contribute to the progression of diseases of the mature population, especially Alzheimer’s disease.

About Colwell Clinical Laboratories, Inc.

Founded and in operation since in 1946, Colwell is one of the most established independent CLIA-certified clinical laboratories in the State of California.  Centrally located in Southern California in Santa Ana, Orange County, Colwell can serve the same-day clinical laboratory needs of physicians that care for the 21 million residents of Los Angeles, San Diego, Orange and Riverside Counties, one of the largest markets in the U.S.  Located in close proximity to both Orange County and Long Beach airports, Colwell can provide next-day clinical laboratory service to physicians nationwide.  Colwell has revenues of approximately $750,000 annually, is a licensed Medicare and MediCal provider, and accepts insurance from most third party reimbursers as well as private payers.

This release includes forward-looking statements on Adeona's current expectations and projections about future events.  In some cases forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and include statements regarding designing additional clinical trials for oral dnaJP1, Zinthionein, flupirtine, or Trimesta. Adeona is at an early stage of development and may not ever have any products that generate significant revenue. Important factors that could cause actual results to differ materially from those reflected in Adeona's forward-looking statements include, among others, a failure of Adeona's product candidates to be demonstrably safe and effective, a failure to obtain regulatory approval for the company's products or to comply with ongoing regulatory requirements, regulatory limitations relating to the company’s ability to promote or commercialize its products for awareness, prevention, diagnosis or treatment of subclinical zinc deficiency and chronic copper toxicity, a lack of acceptance of Adeona's product candidates in the marketplace, a failure of the company to become or remain profitable, that we will continue to meet the continued listing requirements of the American Stock Exchange (which, unlike other exchanges, does not require us to maintain any minimum bid price with respect our stock but does require us to maintain a minimum of $4 million in stockholders’ equity during the current year, for example), our inability to obtain the capital necessary to fund the company's research and development activities, a loss of any of the company's key scientists or management personnel, and other factors described in Adeona’s report on Form 10-K for the year ended December 31, 2008 and any other filings with the SEC.  No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information in this release is provided only as of the date of this release, and Adeona undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.  Readers are urged to read to the Form 8-K and exhibits thereto associated with this press release and transaction and are urged to consider the risk that Adeona may not elect to complete the acquisition of Colwell as described.

For Further Information Contact:

Steve H. Kanzer, CPA, JD

Chairman and CEO

Adeona Pharmaceuticals, Inc.

(734) 332-7800 x39

EX-99.2

Exhibit 99.2

Adeona Appoints David A. Newsome, M.D., President of HealthMine Subsidiary

Ann Arbor, Michigan, April 15, 2009 -- Adeona Pharmaceuticals, Inc. (AMEX: AEN), a specialty pharmaceutical company dedicated to the awareness, prevention and treatment of subclinical zinc deficiency and chronic copper toxicity in the mature population, today announced that it has appointed David A. Newsome, M.D., President of Adeona’s subsidiary, HealthMine, Inc. (”HealthMine”).

While serving as the Section Chief of Retina and Ocular Connective Tissue Diseases at the National Eye Institute (NEI), Dr. Newsome discovered the link between subclinical zinc deficiency and Dry Age-Related Macular Degeneration (Dry AMD).  Dry AMD is a chronic degenerative disease that affects approximately 17 million mature adults in the U.S. and is the leading cause of blindness in mature adults.

Dr. Newsome conducted and published the first clinical trial to test the potential utility of oral high dose zinc supplementation for Dry AMD, which proved to be highly successful and made oral high dose zinc the current standard of care for Dry AMD.  Dr. Newsome’s results were later reproduced in the NEI’s landmark 6,000 patient Age Related Eye Disease Study (AREDS), finding both reduced vision loss and reduced mortality among dry-AMD patients treated with oral high dose zinc.

Dr. Newsome is also the inventor of Adeona’s exclusively licensed zinc-monocysteine complex, a patented complex of zinc and the amino acid cysteine, which Dr. Newsome and Adeona believe may have improved properties compared to forms of zinc currently used.  In a six month, randomized, double-masked, placebo controlled trial of zinc-monocysteine in 80 mature adults with Dry AMD, zinc-monocysteine demonstrated highly statistically significant improvements in global parameters of central retinal function, including visual acuity, contrast sensitivity and photorecovery times, the results of which were published in the peer-reviewed journal, Current Eye Research, in July 2008.

Dr. Newsome has lectured extensively to raise awareness and educate physicians on the subject of subclinical zinc deficiency in the mature population, particularly Dry AMD, and was a driving force behind making oral high dose zinc supplementation the standard of care for Dry AMD.  Oral high dose zinc supplements utilized for the dietary management of Dry AMD currently sell approximately $300 million annually and

include twice-daily brands, such as PreserVision and Ocuvite, marketed by Bausch & Lomb, as well as iCaps, marketed by Alcon.

In his new capacity as President of HealthMine, Dr. Newsome will oversee all aspects of HealthMine’s health education communication and information resources dedicated to raising awareness of subclinical zinc deficiency and the risks of chronic copper toxicity in the mature population.  This will include the management and growth of HealthMine’s future media and communication plans, including the growth of its initial websites, www.healthmine.com and the recently launched www.copperproof.com.

Dr. David Newsome commented, "Having reviewed the results of Adeona’s recently completed clinical study, I find evidence of subclinical zinc deficiency in Alzheimer’s disease to be highly reminiscent of my early findings of subclinical zinc deficiency in Dry AMD.  Given the 20 years of proven clinical benefit of oral high dose zinc for Dry AMD, which is now the standard of care for Dry AMD and used by millions of Americans every day, I look forward to sharing my experience and raising awareness of subclinical zinc deficiency and the risks of chronic copper toxicity with physicians responsible for the care of the 20 million Americans with Alzheimer’s disease and mild cognitive impairment (MCI).”

Dr. Newsome served as Chief Scientific Officer of Adeona during 2007 and 2008 and has remained a consultant to Adeona.  Prior to joining Adeona in October 2007, Dr. Newsome practiced as a Retina Specialist and Retino-vitreal Surgeon in the Tampa Bay area, after serving 14 years as President of the Retinal Institute of Louisiana, as well as serving as Clinical Professor of Ophthalmology at the Tulane University School of Medicine, and Professor of Ophthalmology at the Louisiana State University Medical Center.  In addition to active clinical practice, Dr. Newsome continued to pursue laboratory and clinical research. He also held positions as Associate Professor of Ophthalmology at Johns Hopkins University.  From the late '70s to early '80s he was the Section Chief of Retina and Ocular Connective Tissue Diseases at the National Eye Institute (NEI).  Dr. Newsome has authored over 150 peer-reviewed scientific publications, lectured extensively and has contributed greatly to the increased awareness and treatment of subclinical zinc deficiency among mature persons having Dry AMD.

Dr. Newsome earned a B.A. from Duke University and an M.D. from Columbia University.

About HealthMine

HealthMine, Inc., a subsidiary of Adeona Pharmaceuticals Inc., is a health education communication and information resource company dedicated to raising awareness of subclinical zinc deficiency and the risks of chronic copper toxicity in the mature population.  HeathMine currently hosts two Web 2.0 websites, www.healthmine.com and the recently launched www.copperproof.com, a new informational website dedicated to increasing awareness of the potential health effects of chronic copper toxicity, especially in the mature population. By visiting www.copperproof.com, users can view a brief

informational video, review relevant literature, obtain a sensitive test card to test their tap water for copper and, should they wish to participate in HealthMine’s CopperProof National Tap Water Survey, share their levels of copper in tap water and geographically compare such levels to those of others.  Since 2003, an increasing body of research continues to implicate chronic copper exposure as a potential factor that may contribute to the progression of diseases of the mature population, especially Alzheimer’s disease.

During 2007 and 2008, Adeona sponsored and conducted an IRB-approved, prospective, observational, blinded clinical trial enrolling 90 subjects, 30 with Alzheimer’s disease (AD), 30 with Parkinson’s disease (PD) and 30 age-matched normal subjects (Normals).  The purpose of the study was to evaluate serum markers of copper status and compare these results across the three groups of patients. The results of our study indicate highly statistically significant differences in serum markers of copper status between AD and normal subjects.  We believe that the differences observed suggest that Alzheimer’s patients have impaired protection from chronic copper toxicity, which may contribute to the progression of their disease.  The results from this study also appear to indicate a subclinical zinc deficiency in AD subjects.  Adeona and HeathMine intend to publish these results in the future.

About Adeona Pharmaceuticals, Inc.

Adeona Pharmaceuticals, Inc. (AMEX: AEN) is a specialty pharmaceutical company dedicated to the awareness, prevention and treatment of subclinical zinc deficiency and chronic copper toxicity in the mature population. Adeona believes that such conditions may contribute to the progression of debilitating degenerative diseases, including, Dry Age-Related Macular Degeneration (Dry AMD), Alzheimer’s disease (AD) and mild cognitive impairment (MCI) in susceptible persons.  Adeona is also developing a number of late-stage clinical drug candidates for the treatment of rheumatoid arthritis and multiple sclerosis.  For further information, please visit, www.adeonapharma.com.

This release includes forward-looking statements on Adeona's current expectations and projections about future events.  In some cases forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and include statements regarding designing additional clinical trials for oral dnaJP1, Zinthionein, flupirtine, or Trimesta. Adeona is at an early stage of development and may not ever have any products that generate significant revenue. Important factors that could cause actual results to differ materially from those reflected in Adeona's forward-looking statements include, among others, a failure of Adeona's product candidates to be demonstrably safe and effective, a failure to obtain regulatory approval for the company's products or to comply with ongoing regulatory requirements, regulatory limitations relating to the company’s ability to promote or commercialize its products for awareness, prevention, diagnosis or treatment of subclinical zinc deficiency and chronic copper toxicity, a lack of acceptance of Adeona's product candidates in the marketplace, a failure of the company to become or remain profitable, that we will continue to meet the continued listing requirements of the American Stock Exchange (which unlike other exchanges does not require us to maintain any minimum bid price with respect our stock but does require us to maintain a minimum of $4 million in stockholders’ equity during the current year, for example), our inability to obtain the capital necessary to fund the company's research and development activities, a loss of any of the company's key scientists or management personnel, and other factors described in Adeona’s report on Form 10-K for the year ended December 31, 2008 and any other filings with the SEC.  No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information in this release is provided only as of the date of this release, and Adeona undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.  PreserVision and Ocuvite are registered trademarks of Bausch & Lomb and iCaps is a registered trademark of Alcon, Inc.

For Further Information Contact:

Steve H. Kanzer, CPA, JD

Chairman and CEO

Adeona Pharmaceuticals, Inc.

(734) 332-7800 x39

David A. Newsome, M.D.

President

HealthMine, Inc.

(734) 332-7800 x10

EX-99.3

Exhibit 99.3

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”), dated April 9, 2009 and effective on April 9, 2009, by and between Healthmine, Inc., a Corporation organized under the laws of the State of Delaware (the “Corporation”), and David A. Newsome, M.D., an individual (“Employee” or “President”).

W I T N E S S E T H:

WHEREAS, the Corporation desires to extend employment to the Employee and Employee desires to be engaged and employed by the Corporation, respectively, all pursuant to the terms and conditions hereinafter set forth:

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

1. EMPLOYMENT: DUTIES

   (a) The Corporation engages and employs the President as President of the Corporation and, for the term of this Agreement as long as President desires to serve. It is expected that the employment duties of the President will include overseeing the physician education, publishing and awareness activities of the Corporation in the areas of conditions of subclinical zinc deficiency and/or chronic copper toxicity reporting to the Board of Directors of the Corporation with a commitment of seventy-five percent (75%) of the President’s full-time.

   (b) The President shall devote the majority of  his professional time under this Agreement at the Corporation’s executive offices in Ann Arbor, Michigan or traveling on corporate business as agreed between the parties, provided, however, that the President acknowledges and agrees that the performance by the President of duties hereunder will likely require significant domestic and international travel by the President.

(c) The Corporation shall provide an office and computer for the President, for use at the Corporation’s executive offices and a laptop computer which shall be the Corporation’s property intended for use while the President is away from the Corporation’s executive offices with such laptop computer to be used and linked to the Corporation’s computer servers.

2. TERM

The President employment hereunder shall be for a three year period unless terminated earlier under Section 8 of this Agreement.

3. COMPENSATION

(a) As compensation for the performance of his duties on behalf of the Corporation, President shall receive the following:

(i)Base Salary. The President shall receive a base salary of one hundred twenty thousand dollars ($120,000) per year (the “Base Salary”).

(ii)Stock Options. The President shall receive an option to purchase the Corporation’s parent company’s publicly traded parent company’s common stock (Adeona Pharmaceuticals, Inc.) equal to one hundred twenty thousand (120,000) options exercisable at the market price per share on the date of issue. 20,000 of these options will vest immediately and the remaining will vest quarterly on each quarterly anniversary of the start date of employment and for twelve (12) successive quarters while employed by the Corporation and such options will remain exercisable for a period of ten years from the date of grant, unless terminated earlier.

(iii) Bonuses. The President shall be entitled to discretionary cash and non-cash bonuses at each year-end depending upon performance and recommendation of the Compensation Committee of the Corporation’s board of directors, as well as additional commission based cash and stock bonuses during the year determined in the sole and exclusive discretion of the Compensation Committee in connection with significant revenue-generating, out-licensing and merger and acquisition transactions initiated and completed by the President Any such commission based compensation shall be required to be in writing signed by both parties in each instance and for pending transactions unless otherwise stated shall not survive termination of employment for any reason other than dismissal without cause.

(v) Vacation. The President shall be entitled to two (2) weeks paid vacation (i.e. 10 work days) per year. During the first year of the contract, 2.5 business days of vacation will vest quarterly. Thereafter, the entire vacation allowance will vest on the annual anniversary date of the contract The Corporation will be also be closed for business on the following 7 days: January 1, Memorial Day, July 4, Labor Day, Thanksgiving and the Friday after Thanksgiving Day, and December 25. In the event that any of these paid Holidays fall on a weekend, management will announce (at the beginning of each calendar year) the substitute week date(s) allowable for the paid holiday and will be the day(s) immediately preceding or following the weekend in which the holiday falls.

(vi) Signing Bonus. The Corporation shall pay the President a signing bonus of ten thousand dollars ($10,000) at the start of employment.

(vii) Termination of Consulting Agreement.  Upon execution of this Agreement, the President’s consulting agreement with Adeona Pharmaceuticals, Inc. shall terminate.

(b) The Corporation shall reimburse President for all normal, usual and necessary expenses incurred by President in furtherance of the business and affairs of the Corporation, including reasonable travel and entertainment, against receipt by the Corporation, as the case may be,

of appropriate vouchers or other proof of President expenditures and otherwise in accordance with such Expense Reimbursement Policy as may from time to time be adopted by the Corporation. The Corporation will issue a company credit card to the President for expenses. The President will account for such in accordance with the Corporation’s policies. .

4. REPRESENTATIONS AND WARRANTIES BY THE PRESIDENT

(a) President hereby represents and warrants to the Corporation as follows:

(i) Neither the execution and delivery of this Agreement nor the performance by the President of his duties and other obligations hereunder violates or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which the President is a party or by which he is bound.

(ii) President has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of President enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for the President to execute and deliver this Agreement or perform his duties and other obligations hereunder.

5. CONFIDENTIAL INFORMATION

(a) Except with prior written authorization by the Corporation, or in cases covered by confidential agreement, President agrees that during the course of his employment or at any time thereafter, he will not disclose or make accessible to any other person, other than to the Corporation’s employees or other entities who are under a similar obligation to maintain the confidential status of the Corporation’s information as confidential and who have a strict need to know of the existence of or access to such information in order to support the Presidents’ duties to the Corporation, the Corporation’s confidential information concerning: products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets and other confidential and proprietary business information of the Corporation or any affiliates or any of their clients (collectively, “Confidential Information”). The President agrees not to use any such Confidential Information for himself or others. The President agrees immediately to return all such material and reproductions thereof in his possession to the Corporation upon request and in any event upon termination of employment.

(b) Except with prior written authorization by the Corporation, The President agrees not to disclose or publish any of the confidential, technical or business information or material of the Corporation, its clients or any other party to whom the Corporation owes an obligation of confidence, at any time during or after his employment with the Corporation.

(c) In the event that the President breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 5, the President shall not urge as a defense that there is an adequate remedy at law, nor shall the Corporation be prevented from seeking any other remedies which may be available. In addition, the President agrees that in event that he breaches the covenants in this Section 5, in addition to any other rights that the Corporation may have, the President shall be required to pay to the Corporation any amounts he receives in connection with such breach.

(d) The President recognizes that in the course of his duties hereunder, he may receive from the Corporation or others information which may be considered “material, non-public information” concerning a public company that is subject to the reporting requirements of the United States Securities and Exchange Act of 1934, as amended. The President agrees not to:

(i) Buy or sell any security, option, bond or warrant while in possession of relevant material, non-public information received from the Corporation or others in connection herewith, and

(ii) Provide the Corporation with information with respect to any public company that may be considered material, non-public information, unless first specifically agreed to in writing by the Corporation.

The foregoing obligations of confidentiality, however, shall not apply or shall otherwise terminate if and when, but only to the extent that: (a) such Confidential Information is or shall become publicly known through no fault of the President; (b) is in the President’s possession prior to employment thereof by the Corporation, such prior possession demonstrable by the President’s written records; (c) is disclosed to the President by a third party that is under no obligation of confidentiality to the Corporation, such disclosure demonstrable by the President’s written records, or (d) the President is compelled to disclose by legal process.

6. INVENTIONS DISCOVERED BY THE PRESIDENT

(a) The President shall promptly disclose to the Corporation any invention, improvement, discovery, process, formula, or method or other intellectual property, whether or not patentable or copyrightable, conceived or first reduced to practice by the President, either alone or jointly with others, while performing services hereunder: (a) which pertain to any line of business activity of the Corporation, whether then conducted or then being actively planned by the Corporation, with which the President was or is involved, (b) which is developed using time, material or facilities of the Corporation, whether or not during working hours or on the Corporation premises, or (c) which directly relates to any of the President's work during his employment, whether or not during normal working hours (collectively, "Inventions").

(b) The President hereby assigns to the Corporation all of the President 's right, title and interest in and to any such Inventions. During and after the Term, the President shall execute any documents necessary to perfect the assignment of such Inventions to the Corporation and to enable the Corporation to apply for, obtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond the President agreed compensation during the course of the President's employment. All such acts shall be done without cost or expense to the President. The President shall be compensated for the giving of evidence or testimony after the term of the President 's employment at the rate of $1,000/day plus expenses. Without limiting the foregoing, the President further acknowledges that all original works of authorship by the President, whether created alone or jointly with others, related to the President's employment with the Corporation and which are protectable by copyright, are "works made for hire" within the meaning of the United States Copyright Act, 17 U.S.C. (S) 101, as amended, and the copyright of which shall be owned solely, completely and exclusively by the Corporation. If any Invention is considered to be work not included in the categories of work covered by the United States Copyright Act, 17 U. S. C. (S) 101, as amended, such work is hereby assigned or transferred completely and exclusively to the Corporation. The President hereby irrevocably designates counsel to the Corporation as the President's agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Corporation's rights under this Section. This Section 5 shall survive the termination of this Agreement. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, the President hereby waives such Moral Rights and consents to any action of the Corporation that would violate such Moral Rights in the absence of such consent. The President agrees to confirm any such waivers and consents from time to time as requested by the Corporation.

(c.) Excluded from this paragraph 6 are any inventions conceived prior to employment with the Corporation. In particular, the dilation enhancing methods and apparatus as disclosed in U.S. patent numbers 6,101,411, 7,151,960 and U.S. patent application number 11/612941(the “Dilation Technology”). Any improvements to the Dilation Technology, irrespective of where or how developed, are excluded from assignment by this paragraph 6.

7. COMPETITION

(a) During the period of the President's employment by the Corporation, and for a period of one year after suc  such emply

such employment (the non-competition period) (regardless of the reasons for termination of employment), the President will not (i) engage in; (ii) have any interest in any person, firm, or corporation that engages in; or (iii) perform any services for any person, firm, or corporation that engages in direct competition with the Corporation, or any of its subsidiaries in the development, research relating to, manufacture, processing, marketing, distribution, or sale of technology related to (i) copper related pharmaceuticals; (ii) zinc-related pharmaceuticals; (iii) thiomolybdate-related pharmaceuticals; provided, however, that this provision shall not prohibit President from owning less than five

such employment (the non-competition period) (regardless of the reasons for termination of employment), the President will not (i) engage in: (ii) have any interest in any person, firm, or corporation that engages in; or (iii) performs any services for any person, firm, or corporation that engages in direct competition with the Corporation, or any of its affiliates relating to the  communication or publication  of educational and/or health information resources relating to subclinical zinc deficiency and/or chronic copper toxicity, , research or development  relating to, the diagnosis or treatment of (i) chronic copper toxicity or (ii)subclinical zinc deficiency provided, however, that this provision shall not prohibit the President from owning less than five percent (5%) of the stock of any publicly traded corporation, regardless of the nature of such corporation’s activities. In the event that the President resigns on his own accord or is terminated for Cause, the non-competition period shall be extended an additional year, for a total period of two years.  President recognizes that the Corporation may be investing considerable sums promoting the name and likeness of the President as it relates to physician education, publishing and awareness activities of the Corporation in the areas of  conditions of subclinical zinc deficiency and/or chronic copper toxicity, and accordingly, for a period of two years following the termination of this agreement, the President shall not utilize his name or likeness to support or promote any informational website, publication or brand of products, diagnostic, supplements or therapeutics relating to subclinical zinc deficiency or chronic copper toxicity without the prior written permission of the Corporation.

(b) President will not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Corporation during the period of President's employment by the Corporation and for a period of two (2) years thereafter.

(c) The President represents that his experience and capabilities are such that the provisions of this Section 7 will not prevent him from earning a livelihood.

8. TERMINATION

(a)           President’s employment hereunder shall continue as set forth in Section 2 hereof unless terminated upon the first to occur of the following events:

(i) The death or permanent disability of the President,

(ii) Termination by the Corporation for Cause. For the purpose of this Agreement, termination for“Cause” shall mean a termination for gross insubordination; acts of embezzlement or misappropriation of funds; fraud; dereliction of fiduciary obligation; conviction of a felony, a wilful unauthorized disclosure of confidential information belonging to the Corporation or entrusted to the Corporation by a client; a material violation of any provision of the Agreement which is not cured by the Employee within 15 days of receiving written notice of such violation by the Corporation; being under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of Employee’s duties under this Agreement, engaging in behaviour that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; Termination for Cause shall also include the failure of the President to perform his written assigned tasks, where such failure is attributable to the fault of the President. In this event, the Corporation will first provide a written warning of such failure and the allocation of fault, and provide a reasonable time period to cure such failure, in no case less than thirty days.

(iii)	Termination by the Corporation without Cause.
(iv)	Material breach by the Corporation of any provision of this agreement which is not cured by the Corporation within fifteen (15) days of written notice thereof from the Employee,
(v)	Termination by the Employee at any time.
(vi)	Termination by the Corporation without Cause.

(b) Exercise of Vested Options. In the event of termination for any reason, Employee’s stock vested options shall continue to be exercisable for a period of one year.

(c) Severance. In the event of termination by the Corporation without Cause, the Corporation shall continue to pay the President’s base salary for a period of two (2) months.

9. NOTICES

Any notice or other communication under this Agreement shall be in person or in writing and shall be deemed to have been given (i) when delivered personally against receipt therefor,  or (ii) one (1) day after being sent by Federal Express or similar overnight delivery,  (iii) when sent by facsimile, followed by oral confirmation and with a hard copy sent as in (ii) or (iii) above.

10. SEVERABILITY OF PROVISIONS

If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so a to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.

11. ENTIRE AGREEMENT MODIFICATION

This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.

12. BINDING EFFECT

The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Corporation, its successors and assigns, and upon the President and his legal representatives. This Agreement constitutes a personal service agreement, and the performance of the President’s obligations hereunder may not be transferred or assigned by the President.

13. NON-WAIVER

The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

14. GOVERNING LAW, DISPUTE RESOLUTION

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Michigan of the United States of America without regard to principles of conflict of laws

15. HEADING

The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement.

16. DISPUTE RESOLUTION/ ARBITRATION.

Except for a claim for injunctive relief, any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by the Corporation or the President , of the controversy, claim or dispute to binding arbitration in any venue having jurisdiction over the parties, before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. In any such arbitration preceding the parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to reimbursement by the other party for all reasonable costs of arbitration incurred by such prevailing part, including attorney’s fees.

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

HEALTHMINE, INC.

s/s Steve H. Kanzer

By: Steve H. Kanzer

Title: President, resigning upon appointment of the new Presidnt

Signed and Agreed to:

/s/ David A. Nwesome, M.D.

By: David A. Newsome, M.D.