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): July 9, 2009

ADEONA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

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

As previously disclosed in the Form 8-K filed June 4, 2009, on May 30, 2009 Adeona Pharmaceuticals, Inc. entered into a limited liability company purchase agreement with Narayan Torke to acquire all of the outstanding membership interests in Hartlab LLC, an Illinois limited liability company and CLIA-certified clinical laboratory (the “Purchase Agreement”).

By an Amendment dated as of June 30, 2009, Adeona and Narayan Torke agreed to extend the closing date of the transaction from June 30, 2009 to July 10, 2009 (the “Amendment”).  A copy of the Amendment is attached hereto as Exhibit 10.1.

On July 9, 2009, Adeona and Narayan Torke entered into a second amendment to limited liability purchase agreement (the “Second Amendment”) and consummated the acquisition contemplated by the Purchase Agreement as amended.

Adeona paid approximately $201,000 in cash and issued 50,000 unregistered shares of Adeona common stock in exchange for all of the issued and outstanding membership interests of HartLab.  $14,000 of the cash purchase price was paid initially upon signing of the Purchase Agreement in May, 2009 and the remainder of approximately $187,000 was paid at closing. In addition, Adeona agreed to guarantee and seek to release the seller from the seller’s personal guarantee of the remaining balance of two outstanding clinical equipment leases of HartLab totaling approximately $79,000.  Adeona has placed $79,000 in escrow which will be returned to Adeona within 60 provided the seller is released from his personal guarantee, or in the alternative, after 60 days will be paid to the lessors to pay off such equipment leases. Additionally, Adeona entered into a consulting agreement with Mr. Torke for a period of up to twelve months for a monthly consulting fee of $4,000.  In addition, Mr. Torke will be prohibited from competing with the company for a period of two years after closing.

Other than the transactions contemplated by the Purchase Agreement, as amended, there are no material relationships between Narayan Torke and Adeona or any of its affiliates, officers or directors or any of their respective associates.

The information contained in this Item 1.01 is qualified in its entirety by the limited liability company purchase agreement attached to this Current Report on Form 8-K as Exhibit 10.1, the first amendment to limited liability company purchase agreement attached to this Current Report on Form 8-K as Exhibit 10.2, and the second amendment to limited liability company purchase agreement attached to this Current Report on Form 8-K as Exhibit 10.3, the Consulting Agreement attached to this Current Report on Form 8-K as Exhibit 10.4, the Escrow Agreement attached to this Current Report on Form 8-K as Exhibit 10.5 and incorporated herein by this reference.

A copy of Adeona’s press release regarding consummation of the acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Item 2.01                      Completion of Acquisition or Disposition of Assets

The disclosure set forth in Item 1.01 is incorporated herein by reference.

Item 3.02                      Unregistered Sale of Equity Securities

The disclosure set forth in Item 1.01 is incorporated herein by reference.

Item 8.01                      Other Events.

On July 16, 2009 Adeona announced that it presented results of a 90 subject prospective, blinded, observational clinical study to evaluate copper and zinc status in Alzheimer’s disease, Parkinson ’s disease and  normal subjects at the 2009 International Conference on Alzheimer’s Disease (ICAD) in Vienna, Austria.  A copy of Adeona’s press release announcing the presented results is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.

Item 9.01.                      Financial Statements and Exhibits

(a)           Financial Statements.  The financial statements of Hart Lab LLC will be filed within 71 days of July 16, 2009

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

Exhibit Number		Description
	10.1	Limited Liability Company Purchase Agreement dated April 10, 2009 between Adeona Pharmaceuticals, Inc. and Narayan Torke*
	10.2	First Amendment to Limited Liability Company Purchase Agreement dated June 30, 2009 among Adeona Pharmaceuticals, Inc. and Narayan Torke
	10.3	Second Amendment to Limited Liability Company Purchase Agreement dated July 9, 2009 among Adeona Pharmaceuticals, Inc. and Narayan Torke
	10.4	Consulting Agreement dated July 9, 2009 between Adeona Pharmaceuticals, Inc.and Nayaran Torke
	10.5	Escrow Agreement dated July 9, 2009 among Adeona Pharmaceuticals, Inc., Nayaran Torke, Hart Lab LLC, and Russel G. Winick & Associates, P.C., as escrow agent
	99.1	Press release regarding completion of  acquisition of all of the membership interest in Hart Lab LLC
	99.2	Press release announcing presentation of results of observational study

* Incorporated by reference to the Registrant’s Form 8-K filed on June 4, 2009

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:  July 16, 2009	By: /s/ Steve H. Kanzer
	Name:  Steve H. Kanzer, CPA JD
	Its:        Chairman

EX-10.2

Exhibit 10.2

AMENDMENT

By this agreement dated June 30, 2009, the undersigned parties have agreed to amend their Limited Liability Company Purchase Agreement dated May 30, 2009 to extend the closing date and the “Closing” as such term is defined in such agreement from June 30, 2009 to July 10, 2009 (or earlier than July 10, 2009 if agreed to by the parties in writing).

Agreed:

HARTLAB LLC

/s/ Narayan Torke

Narayan Torke

/s/ Narayan Torke

Narayan Torke

ADEONA PHARMACEUTICALS, INC.

/s/ Max Lyon

Max Lyon

Chief Executive Officer and President

EX-10.3

Exhibit 10.3

SECOND AMENDMENT TO

LIMITED LIABILITY COMPANY PURCHASE AGREEMENT

This second amendment (the “Second Amendment Agreement”) dated July 9th  2009 to the Limited Liability Company Purchase Agreement (the “Purchase Agreement”) dated May 30, 2009 as amended by first amendment dated June 30, 2009, by and between Narayan Torke (“Seller”), Hart Lab LLC (the “Company”)  and Adeona Pharmaceuticals, Inc., (“Purchaser”). Purchaser, the Company and Seller may collectively be referred to as the “Parties.”

WHEREAS, on June 30, 2009 the parties entered into a first amendment to the Purchase Agreement dated May 30, 2009 to extend the closing date until July 10, 2009.

WHEREAS, the Parties desire to enter into this Second Amendment Agreement to amend certain provisions of the Purchase Agreement.

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

Sections 1, 2, 3, 4 and 9 of the Purchase Agreement are amended in their entirety to read as follows;

1.   PURCHASE AND SALE:  Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agree to sell, transfer and convey to the Purchaser all of the interests of the Company, representing all of the issued and outstanding membership interests of the Company (the “Interests”).  The transaction shall also include the sale and transfer of the operating assets of the Company listed on Exhibit A. At closing (“Closing”) Purchaser shall transfer by wire $266,000.00 to an IOLTA bank account of Seller’s attorney pursuant to an Escrow Agreement under which a portion of such funds in the amount of $187,141.30 shall be paid to Seller as described herein this Agreement and the remainder of such funds in the amount of $78,858.70 shall either be released back to Purchaser upon (a) (i) evidence to the Seller’s attorney of the release of the personal guarantee of Seller under the Olympus and Baytree clinical equipment leases (the “Equipment Leases”), or (ii) evidence to Seller’s lawyer of payoff by Purchaser of the Equipment leases, or (b) released to Seller after 60 days in the event Seller is unable obtain the release of the personal guarantee of Seller or payoff the Equipment Leases within such 60 day period whereupon Seller shall become primarily obligated to pay the remaining $78,858.70 in lease expenses for the Olympus and Baytree clinical Equipment Leases over the remaining term of such leases with the Buyer to pay in full all other leases. Purchaser shall have the right to make employment offers to any or all of the Company’s existing employees after Closing. Purchaser shall become personally liable after Closing for the performance of all existing contracts that do not have change in control provisions, and for those that do, the Parties shall attempt to seek to negotiate such change in control authorization to continue such agreements in effect after Closing.  The Purchaser shall assume the existing real estate lease (the Real Estate Lease”) and seek and obtain the landlord’s consent to the change in ownership and use its best efforts to obtain a full release of Seller within 90 days of closing, or Purchaser shall indemnify Seller for all costs under the Real Estate Lease.  The Parties shall cooperate in good faith in the transfer of the CMS license and Illinois Dept. of Public Health license, including a power of attorney in favor of the Company following ownership transfer to the Purchaser until such licenses are transferred by CMS and Illinois.  A copy of  the power of attorney(s) are attached as Exhibit B.

2.   PURCHASE PRICE:  The purchase price for all of the shares of Interests shall be Two Hundred and One Thousand One Hundred and Forty One dollars and Thirty cents ($201,141.30) in cash (the “Purchase Price”) with Fourteen Thousand dollars ($14,000) to be paid in cash to the Seller 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 One Hundred Eighty Seven Thousand One Hundred Forty One dollars and Thirty cents  ($187,141.30) to be paid by check to the Seller at the Closing on July 10, 2009 by the Escrow Agent pursuant to the terms of an Escrow Agreement entered into by the Parties unless an earlier Closing date is agreed to in writing signed by both parties.    In addition to the Purchase Price, Purchaser shall also issue fifty thousand (50,000) unregistered shares of Purchaser’s common stock to Seller at Closing.

3.   CLOSING:  The closing contemplated by this Agreement for the transfer of the Interests and the payment of the Purchase Prices shall take place at the offices of Russel G. Winick & Associates, P.C. on July 10, 2009 at 9:00a.m. CT unless an earlier Closing date is agreed to in writing signed by both parties.  The certificates representing the Interests shall be duly endorsed for transfer by the Seller or accompanied by an appropriate Interests transfer and the State of Illinois Annual Report of Hartlab shall be duly amended by Seller to provide for Purchaser to become the new owner of all of the outstanding Interests.  Purchaser shall be responsible for filing the State of Illinois Annual Report as described above with the Illinois Secretary of State and for paying the annual franchise taxes and any other fees assessed by the Illinois Secretary of State upon the filing of the Annual Report. The Company shall notify the Federal CMS and Illinois licensing agency of the transfer and Seller and Company shall provide a power or attorney to continue the business of the Company under his CLIA license until such license shall have been transferred by CMS.  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 July 10, 2009, Purchaser shall forfeit the $14,000 nonrefundable earnest payment and the Parties shall have no further obligation under this Agreement.

4.   REPRESENTATIONS AND WARRANTIES OF SELLER:  Seller hereby warrants and represents that:

(a)

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

(b)

Organization and Standing.  To the Seller’s knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of Illinoisand 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 Interests represent all of the issued and outstanding Interests 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 the assets and liabilities, net working capital and equity reflected in the balance sheet dated June 30, 2009 (the “Balance Sheet”)  attached hereto as Exhibit C shall not materially differ except as listed in the schedule of exceptions attached hereto.  Until July 10, 2009, Seller, Company and their agents, 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)

Narayan Torke Consulting.  Following the Closing, Narayan Torke shall serve as a consultant on a part-time basis to Seller for a period of up to twelve (12) months following the Closing for a monthly consulting fee of Four Thousand dollars ($4,000) per month to assist in the transition and business of the Company, pursuant to an Independent Contractor Agreement attached hereto as Exhibit D, providing for not more than 15 hours per week and permit 100% of activities to be conducted by Torke remotely.  For a period of two (2) years following the closing Narayan Torke shall not solicit the Company’s accounts or employees nor compete with the Company in Illinois without the prior written permission of the Company.

(e)

General Ledger.  Seller represents and warrants that as of the Closing Date except as disclosed in the Balance Sheet, due diligence request response or List of Exceptions attached hereto as Exhibit E,  that there will be no material 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.

(f)

Taxes.  Each of the parties shall be responsible for their own taxes with respect to the transaction with all income loss, deductions and credits on or prior to the Closing date shall be allocated to the Seller, including any gain or loss on the sale hereunder.

(g)   Limitation on Representations and Warranties.  Seller’s representations and warranties shall not exceed $140,000 in the aggregate and shall survive the closing for six months (with the exception of the noncompete provision which shall survive for it two year term).

9.   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:

Max Lyon

Chief Executive Officer

Adeona Pharmaceuticals, Inc.

3930 Varsity Drive

Ann Arbor, MI  48108

Fax: (734) 332-7800

(b)   If to Seller:

Narayan Torke

532 Connecticut Ave.

Naperville, IL 60565

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

ADEONA PHARMACEUTICALS, INC.:	SELLER:
/s/ Max Lyon	/s/ Narayan Torke
Max Lyon	Narayan Torke
Chief Executive Officer and President
	HART LAB LLC
	/s/ Narayan Torke
	By: Narayan Torke
	Its: President

EX-10.4

Exhibit 10.4

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made on the date set forth below by and between Adeona Pharmaceuticals, Inc., a corporation with a business address at 3930 Varsity Drive, Ann Arbor MI, 48108 (“Company”), and Narayan Torke, an individual (“Contractor”). Company and Contractor are hereinafter sometimes collectively referred to as the “Parties,” and singly as a “Party.”

RECITALS

A.           Company entered into a certain Limited Liability Company Purchase Agreement with Contractor dated May 30, 2009 whereby the Company purchased all One Hundred Percent (100%) of the Contractor’s Membership Interest in Hart Lab, LLC, an Illinois limited liability company, including Hart Lab, LLC’s clinical laboratory (“Clinical Laboratory”) located in Bolingbrook, Illinois.

B.           Company wishes to engage Contractor as a consultant to assist the Company in the transition of Company as the new owner and operator of the Clinical Laboratory and Contractor wishes to be engaged by Company as a consultant to provide such services (“Services”).

NOW, in consideration of the mutual covenants and promises of the parties contained herein this Agreement, the sufficiency of which is hereby acknowledged, Company and Contractor covenant and agree as follows:

AGREEMENT

1.           Recitals.  The Recitals described above are hereby incorporated by reference into this Agreement.

2.           Engagement and Scope of Services:

A.           Company hereby engages Contractor on a non-exclusive basis to provide Services to the Company on a part-time basis for up to fifteen (15) hours per week.

B.           Contractor may at the Contractor’s sole discretion provide One Hundred Percent (100%) of the Services remotely.

C.          Contractor shall provide laboratory director services to the Company to help insure the continued professional operation of the Clinical Laboratory until such time as the Company can hire a full time laboratory director, which hiring is expected within 30 to 60 days. These services shall include oversight to insure CLIA, Medicare and other applicable governmental and clinical standards are maintained at the Clinical Laboratory at the level maintained during Contractor’s ownership of the Clinical Laboratory.

3.           Independent Contractor Status

A.           The Parties expressly understand and agree that the relationship between Contractor and Company will be solely that of independent contractor, and nothing contained in this Agreement shall be construed to create an employer-employee or partnership relationship.

B.           Contractor agrees to be solely responsible for all of Contractor’s expenses incurred in performing Services for Company pursuant to the terms of this Agreement, including, without limitation, liability for Contractor’s federal and state income and payroll taxes, workers’ compensation, minimum wages, social security withholdings, professional liability insurance, license fees, and continuing education.

4.           Payments to Contractor:

A.           Company agrees to pay Contractor a monthly consulting fee (“Consulting Fee”) of Four Thousand and 00/100 Dollars ($4,000.00) for Services provided by Contractor for the duration of this Agreement.

B.           Company agrees to reimburse Contractor for all reasonable travel expenses including airfare, hotel, meal, and ground transportation which Contractor incurs if Contractor is required to travel to the Clinical Laboratory to perform the Services.  Contractor shall submit itemized receipts to Company with all requests for reimbursement.

C.           Company’s payments of the Consulting Fee to the Contractor shall take place no less frequently than 30 days after the end of each month during which the Services were provided, or on the Company’s regular payroll cycle whichever is earlier.

5.           Term.  This Agreement shall be effective for a term of up to twelve (12) months following the closing unless terminated as described below.

6.           Termination.  Company may terminate this Agreement upon ten (10) days written notice to the Contractor.

7.           Return of Property.  Contractor agrees that upon the termination of this Agreement as set forth herein, the Contractor shall return any files, documents, records, reports, designs, software, regardless of their form prepared for Company and immediately terminate the provision of Services.

8.           Payments Upon Termination.

A.           Within thirty (30) days of the termination of this Agreement, or on the Company’s regular payroll cycle whichever is earlier, the Company shall pay Contractor for all Consulting Fees due to Contractor as provided pursuant to this Agreement.

B.           Upon payment by Company of Contactor’s final Consulting Fee, Contractor shall thereafter have no further claims against Company for payment.

9.           NonSolicitation of Employees and Clients.  Throughout the term of the Agreement between Company and Contractor and for two (2) years thereafter, Contractor shall not, either on Contract’s own account or for any person, firm, partnership, corporation, or other entity, directly or indirectly (a) solicit, interfere with, or endeavor to cause any employee of the Company to leave his or her employment, or (b) induce or attempt to induce any such employee to breach his or her written or oral employment agreement with the Company, or (c) call on, solicit, divert, or take away any Client of the Company for the purpose of soliciting or providing to any such Client any service which is offered by the Company or which is similar to the services offered by the Company.

10.           Nondisclosure of Confidential Information.  The Contractor specifically agrees that Contractor will not at any time, in any fashion, form, or manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, or corporation in any manner whatsoever any information of any kind, nature, or description concerning any matters affecting or relating to the business of Company or its Clients, including but not limited to, the names of any of the Company’s Clients, the prices it obtains or has obtained or at which the Company sells or has sold its services, or any other information concerning the business of Company or its Clients, its manner of operation, its plans, methods and processes, designs, software, or any other data of any kind, nature, or description without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important.  The Contractor acknowledges that the above mentioned matters are important, material, and confidential, and gravely affect the effective and successful conduct of the business of Company and its goodwill, and that any breach of the terms of this section is a material breach of this Agreement, for which money may not provide adequate compensation as damages.

11.           Covenant Against Competition.  Contractor acknowledges that Contractor’s Services to be performed under this Agreement are special, unique, unusual, and extraordinary, that the business of the Company is local in scope, that its services are marketed on a limited basis throughout the Chicago Metropolitan Area, and that the Company competes with other organizations that are or could be located in any part of the United States.  In consideration of the foregoing, and in consideration of Contractor being offered the opportunity to enter into this Agreement with the Company and, if applicable, other additional consideration paid to Contractor as set forth in this Agreement, Contractor hereby covenants and agrees that Contractor shall not during the term of this Agreement, and for a  period of two (2) years after its termination, directly or indirectly engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with, or render services or advice to, any person or business that offers any service to the Company’s Clients which are offered by the Company or which are similar to the services offered by the Company, where the Company’s Clients are defined as any person or business who at any time during the term of this Agreement were the Company’s Clients; provided, however, that Contractor may invest in up to (but not more than) five percent (5%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the  Securities Exchange Act of 1934.

12.           Remedies. Any actual or threatened breach by Contractor of the restrictive covenants contained in this Agreement will cause Company irreparable harm for which money is inadequate compensation.  In addition to all of the remedies otherwise available to Company, including, but not limited to, recovery from Contractor of damages and reasonable attorney’s fees incurred in the enforcement of this Agreement, Contractor acknowledges and agrees that the Company shall have the right to injunctive relief to restrain and enjoin any actual or threatened breaches of the provisions of Section 9, 10, and 11 of this Agreement without showing or proving any actual damage to Company.  The Contractor represents, acknowledges, and agrees that the restrictions contained in this Agreement are reasonable and required for the protection of the Company, and that in the event of the termination of this Agreement, whether voluntary, involuntary, or as a result of the expiration of its term, Contractor’s experiences and capabilities are such that Contractor’s can obtain employment in business engaged in other lines or of a different nature, or without the need to compete with Company by working for Company’s Clients, and that the enforcement of a remedy by way of injunction against Contractor will not prevent Contractor from earning a livelihood.

13.           Limitations and Liabilities.

A.           Contractor shall not have the authority to bind Company to any agreements, unless expressly authorized to do so in writing by Company.

B.           Except as is otherwise set forth herein, in no event shall Company be liable to Contractor for the payment of any compensation or commission except as provided by this Agreement.

14.           Indemnification

A.           The Company agrees to indemnify and hold Contractor harmless from and against any and all liabilities, damages, losses, claims, costs or expenses, whatsoever (including reasonable attorneys' fees) arising out of or resulting from any breach or the non-performance of any covenant or obligation to be performed by Contractor on the part of Company under this Agreement, or from any misrepresentation or material omission contained in any certificate, instrument or paper delivered or to be delivered by and/or on behalf of Company by Contractor pursuant to this Agreement or in connection with the Contractor’s performance herein contemplated or any claim whether civil or criminal brought under the CLIA Regulations or by the Illinois Department of Public Health except where such breach or non-performance is determined by a court of competent jurisdiction to have arisen out of Contractor’s willful or wanton conduct or Contractor’s gross negligence.

B.           Upon the occurrence of any event for which Contractor is entitled to indemnification under this Agreement, the Contractor shall promptly notify the Company in writing of the type of claim for damages and its alleged amount, including with such notice evidence supporting the damage and amount. The Company shall promptly either (a) undertake the defense of the claim and assert its defenses; (b) assert its defense to the claim for indemnification; or (c) pay to the Contractor, by certified or official bank check within thirty (30) days following its receipt of notice, the full amount of such damage.

15.           Miscellaneous.

A.           This Agreement constitutes the entire agreement between the Parties, and supersedes any and all other agreements, either oral or in writing, between the Parties concerning the subject matter of this Agreement.  Any modification of this Agreement will be effective only if it is in writing and signed by both Parties.

B.           Contractor’s obligations pursuant to this Agreement shall not be assigned, transferred, or shared by Contractor with any other person, firm, or other entity, without Company’s prior written approval.  Company shall have the right to assign this Agreement to its heirs, successors, and assigns.

C.           If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable due to its scope, time, or amount, then such provision shall be deemed to be modified as to such scope, time, or amount to the extent necessary for such court to determine that such provision is enforceable. If such provision cannot be so modified, the remaining provisions of this Agreement will nonetheless remain in full force, without being impaired or invalidated in any way.

D.           This Agreement is made under and shall be construed according to the laws of the State of Illinois.

E.           In the event of a default by either of the Parties with respect to the terms of this Agreement, the prevailing party in any litigation shall be entitled to recover from the defaulting Party all of its costs, including reasonable attorney’s fees, incurred in enforcing the terms of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement on this 9th day of July, 2009.

COMPANY:	CONTRACTOR:
ADEONA PHARMACEUTICALS, INC.	NARAYAN TORKE
By:           /s/  Max Lyon	/s/ Narayan Torke
Max Lyon	Narayan Torke
Its.           Chief Executive Officer and President

EX-10.5

Exhibit 10.5

Escrow Agreement

This Escrow Agreement is made on the date set forth below, and is made a part of that certain Limited Liability Company Purchase Agreement (“Purchase Agreement”) entered into by and between Narayan Torke, an individual (“Seller”), Hart Lab, LLC (“Company”), and Adeona Pharmaceuticals, Inc. (“Purchaser”).  Seller, Company, and Purchaser may be hereinafter referred to collectively as the “Parties”, and individually as a “Party”.

The Parties have agreed that proceeds from the sale and other cash in the amount of $266,000.00 shall be deposited into escrow by Purchaser to make payment of the balance of the purchase price to Seller and to cover the cost associated with certain equipment leases (“Equipment Leases”) otherwise identified as the Olympus and the Baytree clinical equipment leases as described pursuant to the Purchase Agreement.

An escrow account shall be established with the law firm of Russel G. Winick & Associates, P.C. pursuant to this Agreement, and the Parties hereby appoint Russel G. Winick & Associates, P.C. to serve as escrow agent (“Escrow Agent”).  Seller further agrees to place in said escrow the sum of $266,000.00 at Closing, said funds to be held in escrow, and distributed by the Escrow Agent as follows:

1. Escrow funds in the amount of $187,141.30 shall be released to Seller at Closing upon execution of the Second Amendment to the Purchase Agreement by the Parties.  Funds released to Seller pursuant to this Paragraph 1 shall be subject to deduction of $5,000.00, whereby such $5,000.00 shall be immediately made payable to Russel G. Winick & Associates, P.C. as an additional retainer.

2.           Escrow funds in the amount of $78,858.70 shall be released back to Purchaser upon:

(i) evidence to Seller’s lawyer of release of the personal guarantee of Seller under the Olympus and the Baytree clinical equipment leases; or

(ii) evidence to Seller’s lawyer of payoff by Purchaser of the Equipment Leases; or

3. Escrow funds in the amount of $78,858.70 shall be released to Seller after 60 days in the event Seller is unable obtain the release of the personal guarantee of Seller or payoff the Equipment Leases within such 60 day period.

4. The buyout amount including applicable sales and use taxes for the Olympus clinical equipment lease is $52,435.01.  The payoff amount including applicable sales and use taxes for the Baytree clinical equipment lease is $26,423.69 (through June 30, 2009).  After closing, depending upon the circumstances the Parties and the Escrow Agent may agree to adjust the amounts paid out pursuant to Paragraph 2 and/or Paragraph 3 based upon the values of the clinical leases described herein this Paragraph 4.

In the event that there are insufficient escrow funds retained in this escrow to pay for amounts claimed to be due and owing, the Seller agrees to be responsible for such additional amounts.  Alternatively, should any funds remain in the escrow account following the distributions described herein this Escrow Agreement, such remaining balance shall be returned to the Seller.

In the event that either of the Parties hereto is required to enforce the terms of provisions of this Agreement in any court, the prevailing Party in such proceeding shall be awarded to it as a part of any such award, its reasonable attorneys’ fees and costs incurred in connection with such proceeding.

This Agreement is made under and shall be construed according to the laws of the State of Illinois.  Litigation shall be conducted in the courts of DuPage County, Wheaton, Illinois, which shall have sole and exclusive jurisdiction over the Parties hereto and the subject matter hereof.  The Parties hereby agree to waive any arguments regarding venue for any such litigation, it being further agreed by the Parties that venue is proper in DuPage County, Illinois.

In the event of any dispute pertaining to the disposition of the escrow funds, the Parties agree that the Escrow Agent shall be reimbursed for all costs including reasonable attorneys’ fees related to the filing of an action in the nature of interpleader and do hereby agree to indemnify and hold the Escrow Agent harmless from and against any and all claims and demands (unless arising from the negligence or intentional act of the Escrow Agent), including the payment of reasonable attorneys’ fees, costs and expenses arising out of such default claims and demands.  Any notices to be made pursuant to this Escrow Agreement shall be given in writing to the Escrow Agent and in the absence of such written notice, the escrowee shall not be required to take any action concerning the escrowed funds.

Any modification of this Agreement will be effective only if it is in writing and signed by both Parties hereto.

This Escrow Agreement shall not be assigned, transferred, or shared by either Party with any other person, firm, or other entity, without the other Party’s prior written approval.

The terms and conditions of this Escrow Agreement shall survive the closing of the above referenced purchase transaction and delivery of closing documents from the Seller to the Purchaser.

The terms and conditions contained herein shall be binding upon the Parties hereto and their respective successors, representatives and assigns and shall be construed in accordance with the laws of the State of Illinois.

This Escrow Agreement is hereby made on this 9th day of July, 2009.

PURCHASER: ADEONA                                                                     SELLER:

PHARMACEUTICALS, INC.

BY______________________________                                      BY___________________________

     Its____________________________                                      Its_________________________

 COMPANY: HART LABS, LLC

BY___________________________

 Its____________________________

RUSSEL G. WINICK & ASSOCIATES, P.C.,

as Escrow Agent under This Agreement

BY______________________________

     Its____________________________

EX-99.1

Exhibit 99.1

Adeona Completes HartLab Acquisition

ANN ARBOR, MI--(MARKET WIRE)—July 13, 2009 -- Adeona Pharmaceuticals, Inc. (AMEX:AEN - News), 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 completed its acquisition of HartLab LLC, an independent Chicago-area CLIA-certified clinical laboratory ("HartLab"). Adeona originally announced its agreement to acquire HartLab on June 1, 2009.

Founded in 2006 and located in Bolingbrook, Illinois, HartLab can serve the same-day clinical laboratory needs of physicians that care for the approximately 9 million residents of the greater Chicago area and can currently provide next-day clinical laboratory services to physicians in most states.

HartLab is a licensed Medicare and Medicaid provider, and accepts insurance from most third party reimbursers as well as private payers.

Adeona intends HartLab to remain independent and to support HartLab in expanding its offering of services to include a suite of high precision and proprietary assays and diagnostic panels useful in the diagnosis, monitoring, prevention and treatment of conditions that involve copper toxicity and other types of metal dyshomeostasis. Adeona believes that, if operated as planned, HartLab may satisfy an unmet physician need for a clinical laboratory dedicated and competent in such areas.

Max Lyon, CEO of Adeona, stated, " We look forward to HartLab entering the greater Chicago area market, and eventually the national market, with a clinical diagnostic service that can help physicians and patients cope with the challenges of diseases of aging such as Alzheimer’s disease and mild cognitive impairment."

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. 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 Alzheimer’s 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 Alzheimer’s 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 HartLab. Adeona and its HealthMine subsidiary intend to announce the results from this study in the first half of this month and launch a panel of metal dyshomeostasis diagnostic products and services thereafter.

The Acquisition

Adeona paid approximately $201,000 in cash and issued 50,000 unregistered shares of Adeona common stock in exchange for all of the issued and outstanding membership interests of HartLab.  $14,000 of the cash purchase price was paid initially at signing in May and the remainder of approximately $187,000 was paid at closing.. In addition, Adeona agreed to guarantee and seek to release the seller from the seller’s personal guarantee of the remaining balance of two outstanding clinical equipment leases of HartLab totaling approximately $79,000.  Adeona has placed $79.000 in escrow which will be returned to Adeona within 60 days provided the seller is released from his personal guarantee, or in the alternative, after 60 days will be paid to the lessors to pay off such equipment leases. Adeona intends to maintain the operations and employees of HartLab and has entered into a consulting agreement with the former owner/founder of HartLab to assist in the transition and operation of the company for a period of up to 12 months.

Founded in 2006, the current revenues of HartLab exceed $100,000 per year and its financial statements are currently unaudited.  Adeona has engaged an independent auditor to audit HartLab and in accordance with S.E.C. requirements intends to file detailed audited financial statements of HartLab and further financial information pursuant to a Form 8-K within 75 days.   HartLab revenues and expenses will be included in the Adeona’s consolidated financial statements for the current third calendar quarter.

About Adeona Pharmaceuticals, Inc.

Adeona Pharmaceuticals, Inc. (AMEX:AEN - News) 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.

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, Form 10-Q for the quarter ending March 31, 2009 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.

For Further Information Contact:

 Max Lyon

 CEO and President

 Adeona Pharmaceuticals, Inc.

 (734)332-7800

EX-99.2

Exhibit 99.2

Adeona Presents Results of Clinical Study at 2009

International Conference on Alzheimer’s Disease

(ICAD)

Highly Statistically Significant Defective Serum Copper Handling

Found in Alzheimer’s Subjects

Subclinical Zinc Deficiency in Alzheimer’s Subjects Found

HartLab Introduced to International Alzheimer’s Community

ANN ARBOR, MI--(MARKET WIRE)—July 16, 2009 -- Adeona Pharmaceuticals, Inc. (AMEX:AEN - News), a specialty pharmaceutical company dedicated to the awareness, diagnosis, prevention and treatment of zinc deficiency and chronic copper toxicity in the mature population, today announced that it presented results of a 90 subject prospective, blinded, observational clinical study to evaluate copper and zinc status in Alzheimer’s disease, Parkinson ’s disease and  normal subjects.  The results were presented at the 2009 International Conference on Alzheimer’s Disease (ICAD) in Vienna, Austria. Two separate sets of study results were presented, entitled respectively, “Alzheimer’s Patients Exhibit Defective Serum Ceruloplasmin Associated with Defective Copper Binding” and “Sub-Clinical Zinc Deficiency Found in 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 at the Alzheimer’s Center at Albany Medical Center, led by principal investigator  Earl A. Zimmerman, M.D., Director of the Alzheimer’s Center and Director of Clinical Research for the Neurosciences Institute at Albany Medical Center. The purpose of the study was to evaluate serum markers of copper status, compare these results across the three groups of patients and confirm the findings of other research groups finding evidence of serum copper dyshomeostasis in AD.1

After IRB approval, normal subjects were recruited by referral and media. AD patients not taking zinc or copper supplements were recruited from the Albany Medical Center’s clinical practice by standard tests and NINDS-ADRDA criteria. AD patients and normals provided morning blood draw after overnight fast.

The results showed thatAD and normal patients had comparable serum ceruloplasmin levels. The ceruloplasmin of AD patients, however, had significantly lower enzymatic activity (p=0.0017) and was also associated with a lower copper to ceruloplasmin ratio (p=0.000086), indicating less copper bound per unit of ceruloplasmin.  Averaging these respective ceruloplasmin defects yielded a p value of p=0.0000015.  The estimated percent of serum copper not bound to ceruloplasmin (i.e., “free serum copper”) was elevated by 28.9% in AD patients compared to normals (p =0.045), as did Parkinson’s disease patients compared to normals (26.5% increase in percent free serum copper; p=0.041).

These data find a significant percentage of defective serum ceruloplasmin in AD patients and that such defect is associated with ceruloplasmin lacking bound copper. Defective ceruloplasmin in AD patients may imply reduced capacity to protect from chronic soluble inorganic copper exposure. Chronic soluble inorganic copper exposure and its attendant toxicity have been implicated in the progression of AD.

“The results of this study confirm and extend the findings of other researchers of a significant copper handling defect that is evident in the serum of AD patients.  More than just a biomarker, the availability of a quantitative serum copper status panel to be offered to physicians through Adeona’s CLIA-certified HartLab clinical laboratory subsidiary, opens up the possibility for a new paradigm in the treatment planning and monitoring of AD patients,” stated David A. Newsome, M.D., who presented the results at ICAD 2009.

Adeona also exhibited and introduced HartLab to the 4,000+ international clinician and researcher attendees of ICAD.  Strong interest in HartLab’s specialty copper status profile was expressed by clinicians worldwide.

The study also found, for the first time, a statistically significant sub-clinical zinc deficiency in AD subjects. AD subjects had 13% lower zinc concentrations as a group compared to normals (69.3 µg/dL vs. 79.5 µg/dL; p=0.013), as well as compared to PD subjects (74.9 µg/dL; p= 0.046).

“This first time finding carries particular excitement since, as with the finding of zinc deficiency in age-related macular degeneration (AMD), it strongly supports the use of zinc therapy in AD”, commented David A. Newsome, M.D., President of Adeona’s HeathMine subsidiary and discoverer and pioneer of oral zinc therapy for AMD, another common chronic neurodegenerative disease of the mature population.

Adeona has filed utility patent applications covering various aspects of its findings and is planning to initiate a clinical trial of its patent pending modified release oral zinc therapy for AD in the near future.

About Adeona Pharmaceuticals, Inc.

Adeona Pharmaceuticals, Inc. (AMEX:AEN - News) 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.

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, Form 10-Q for the quarter ending March 31, 2009 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.

1. See, for example, Squitti R, Bressi F, Pasqualetti C et. al., Longitudinal prognostic value of serum “free” copper in patients with Alzheimer’s disease, Neurology, 2009 72:50-55.

For Further Information Contact:

 Max Lyon

 CEO and President

 Adeona Pharmaceuticals, Inc.

 (734) 332-7800