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NeoStem, Inc. – ‘8-K’ for 11/13/07 – EX-10.3

On: Monday, 11/19/07, at 5:24pm ET · For: 11/13/07 · Accession #: 1157523-7-11472 · File #: 1-33650

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/19/07  NeoStem, Inc.                     8-K:1,3,9  11/13/07    4:149K                                   Business Wire/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Neostem, Inc. 8-K                                      6     25K 
 2: EX-10.1     Material Contract                                     17     62K 
 3: EX-10.2     Material Contract                                     18     74K 
 4: EX-10.3     Material Contract                                     10     50K

EX-10.3 — Material Contract

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                                                                    Exhibit 10.3

* INDICATES A PORTION OF THIS EXHIBIT THAT WAS OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THIS EXHIBIT INCLUDING SUCH OMITTED INFORMATION WAS     
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ON A CONFIDENTIAL  
BASIS.                                                                          

University of Louisville Research Foundation
Sponsored Research Agreement

THIS  AGREEMENT  made and  effective  as of the  last  date of  signature  below
("Effective  Date"),  by and  between  the  University  of  Louisville  Research
Foundation,  Inc. (hereinafter "ULRF") a Kentucky non-profit  corporation having
an  office  at  MedCenter  One,  501 E.  Broadway,  Suite  200,  Louisville,  KY
40202-1798 as the agent of the University of Louisville (hereinafter "UofL") for
receiving grants and research agreements from external funding sources and which
owns  and  controls  intellectual  property  on  behalf  of  UofL  (collectively
"Institution")  and  NeoStem,  Inc.  with a  principal  place of business at 420
Lexington Avenue, Suite 450, New York, NY 10170 (hereinafter "SPONSOR").        

WHEREAS,  the  research  program  contemplated  by this  Agreement  is of mutual
interest and benefit to the ULRF and SPONSOR and will further the instructional,
research and public service  objectives of the UofL in a manner  consistent with
its status as a non-profit, tax-exempt, educational institution; and            

WHEREAS,  SPONSOR desires to provide research funding in support of the research
program in return for receiving certain rights in the research results.         

NOW, THEREFORE, the parties hereto agree as follows:                            

1.   DEFINITIONS                                                                

As used herein, the following terms shall have the following meanings:          

1.1  "Principal   Investigator"   shall  mean  the   investigator   under  whose
     supervision the Research is performed and shall mean Dr. Mariusz Ratajczak,
Department of Medicine, Division of Hematology/Oncology.              

1.2  "Research  Period" commences with the date after the Effective Date of this
     Agreement  on which (i) all  Approvals  (as  defined  in  Section  2.1) are
     obtained,  and (ii) the Principal  Investigator  has received the specimens
     needed for the conduct of the Research, and continuing for two and one-half
years thereafter.                                                     

1.3  "Research"  shall mean the description of the research in the Research Plan
     which is  attached  hereto as  Appendix  "A" and hereby made a part of this
     Agreement.  Appendix A describes a collaborative effort between SPONSOR and
     Institution,  with specified portions of Institution's  Research contingent
upon SPONSOR's activities.                                            

1.4  "ULRF  Intellectual  Property" shall mean individually and collectively all
     inventions,  improvements,   modifications  and/or  discoveries  which  are
     conceived,  invented,  authored  and/or first reduced to practice by one or
     more  employees  of UofL in  performance  of the  Research,  and all United
     States and foreign patent and copyright  applications which may be filed at
     any time thereon. ULRF Intellectual Property shall not include "Traditional
     Works" as defined in Section 1.g. of  Institution's  Intellectual  Property
     Policy (http://louisville.edu/thinker/for-faculty-and-staff/ip-policy.html)
not specifically commissioned by Institution.                         

1.5  "JOINT Intellectual  Property" shall mean individually and collectively all
     inventions,  improvements,   modifications  and/or  discoveries  which  are
     conceived,  invented,  authored and/or first reduced to practice jointly by
     one or more employees of UofL and by one or more employees,  consultants or
     advisors of SPONSOR in performance  of the Research,  and all United States
     and foreign  patent and  copyright  applications  which may be filed at any
     time thereon.  JOINT Intellectual  Property shall not include  "Traditional
     Works" as defined in Section 1.g. of  Institution's  Intellectual  Property
     Policy (http://louisville.edu/thinker/for-faculty-and-staff/ip-policy.html)
not specifically commissioned by Institution.                         

                                                                          Page 1

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2.   RESEARCH                                                                   

2.1  ULRF and  SPONSOR  have  executed  this  Agreement  prior to all  approvals
     ("Approvals")  required by  Institution  and/or  Federal  regulation  (e.g.
     Institutional  Review Board ("IRB") approval if human subjects are involved
     in the  Research,  Institutional  Animal Care and Use  Committee  ("IACUC")
     approval for use of live  vertebrate  animals in the Research)  having been
     obtained  for the  Research  described  in Appendix A.  Sponsor,  Principal
     Investigator and Institution,  as applicable,  shall cooperate in preparing
     and  fiing  these  documents,  as  applicable.   ULRF  shall  commence  the
     performance of its activities as set forth in Appendix A promptly after the
     start date of the Research  Period as set forth in Section 1.2 above.  ULRF
     and/or SPONSOR,  as applicable,  shall use its best  reasonable  efforts to
     obtain the Approvals  promptly  after the Effective  Date of the Agreement.
     ULRF  shall  use   reasonable   best   efforts  to  perform  the   Research
     substantially   in  accordance  with  the  terms  and  conditions  of  this
     Agreement,  subject to SPONSOR's  performance of the activities assigned to
     it under  Appendix A.  Specimens  from human  subjects  shall  initially be
     provided to ULRF for the  Research by Sponsor;  provided  that in the event
     the  specimens  are to be collected by the James Graham Brown Cancer Center
     of University  Hospital  located in  Louisville,  Kentucky,  for use in the
     Research,  then this Agreement  shall be amended as appropriate in order to
reflect such arrangement.                                             

2.2  SPONSOR will obtain the informed written consent and separate authorization
     under HIPAA of each human  subject  from which a specimen is  collected  by
     SPONSOR for the purpose of the  Research  such that  collection  and use of
     Protected  Health  Information  ("PHI") shall comply with all United States
     and  international  privacy  laws,  regulations,  rules,  opinions or other
     governmental  and/or  self-regulatory  group  requirements or statements of
     position  currently  existing  or  later  enacted  during  the term of this
     Agreement.  SPONSOR  shall  not  provide  any  PHI  to  Institution  or the
Principal Investigator.                                               

2.3  If for any reason the Principal Investigator becomes unable to continue the
     Research, and a successor acceptable to both parties is not available, ULRF
     and/or SPONSOR shall have the option to terminate  this Agreement  pursuant
to Section 10 hereof.                                                 

2.4  If the nature of the Research is such that  Institution  and/or  SPONSOR is
     required  to have  approval  of a review  committee(s)  (e.g.  conflict  of
     interest, IRB, IACUC),  Principal Investigator or SPONSOR  investigator(s),
     as appropriate,  shall prepare and file the applicable  protocol/outline of
     work, and/or other required  information and documents with the appropriate
     review   committee(s),   including  any   (re)submissions  to  such  review
     committee(s)  subsequently  made necessary due to revision of Appendix A by
the parties.                                                          

2.5  Both parties  acknowledge  that each  reserves the right to terminate  this
     Agreement and the Research if the applicable  review  committee(s) does not
     approve or subsequently  suspends or withdraws its approval of the specimen
collection protocol or Research.                                      

3.   REPORTING                                                                  

3.1  The Principal  Investigator  will produce a brief progress  report for each
     Aim described in Appendix A, outlining the  accomplishments  and results of
     the  Research.  Both  parties  agree to meet as may be necessary to discuss
     progress  of the  Research  and the  results  of each Aim and may  agree to
     modify future  efforts based upon progress to date. In addition,  Principal
     Investigator  shall provide  written  technical  reports on the Research to
     SPONSOR every six (6) months, and a final written technical report shall be
     submitted  by the  Principal  Investigator  within  sixty  (60) days of the
     conclusion of the Research  Period.  ULRF shall maintain records of the use
     of the funds  provided by SPONSOR and shall make such records  available to
     SPONSOR upon reasonable  notice during regular ULRF business hours, but not
more frequently than once each calendar year.                         

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3.2  Subject to the  provisions  for (i)  non-use and  non-disclosure  of ULRF's
     Confidential  Information  under  Section  5  (CONFIDENTIALITY),  (ii)  the
     prerogative  of Research  personnel to first  publish  Research  results in
     accordance   with   Section  7   (PUBLICATIONS),   and   (iii)   filing  of
     application(s) for statutory  protection of Intellectual  Property prior to
     enabling  disclosure  thereof in  accordance  with Section 8  (INTELLECTUAL
     PROPERTY)  herein,  SPONSOR  may use the  information  provided  in written
     technical  reports  submitted  pursuant to this Section 3 and disclose such
     information  to any third  party.  Information  contained  in such  written
     technical  reports  which  remains  subject to the terms and  conditions of
     Section 5,  Section 7, and/or  Section 8 herein  shall not be  disclosed by
     SPONSOR  except  on an "as  needed"  basis (a) to those  parties  with whom
     SPONSOR has entered into  written  confidentiality  agreements  at least as
     restrictive as the terms of Section 5 herein, or (b) in a submission to the
     United States Food & Drug  Administration  or a similar foreign agency that
     regulates  approval of new drugs,  provided  that SPONSOR  gives ULRF sixty
     (60) days prior written notice of such disclosure and receives ULRF's prior
written permission, which shall not be unreasonably withheld.         

4.   PAYMENT OF COSTS                                                           

4.1  In consideration of ULRF's performance hereunder, SPONSOR agrees to support
     costs  incurred  in  performance  of the  Research  in the  amount of Three
     Hundred  Seventy Five  Thousand  U.S.  Dollars  (US$375,000),  inclusive of
     applicable  Facilities &  Administrative  Costs calculated at Institution's
     rate which is in effect as of the Effective Date of this Agreement.  Unless
     the funding total is  subsequently  increased by written  amendment to this
     Agreement  made in  accordance  with Section  17.1,  total costs to SPONSOR
     shall not exceed said amount.  SPONSOR  shall make interim  payments as set
     forth in  Appendix  A  provided  this  Agreement  has not been  terminated.
     Payment will be due upon SPONSOR's  receipt of invoice.  Payment by SPONSOR
     shall be sent to the address  specified on the  invoice.  Invoices not paid
     within  thirty  (30) days of the later of invoice  date or receipt  date of
     invoice are subject to 1% per month  interest on the unpaid balance for any
     amounts not in dispute. ULRF reserves the right to discontinue the Research
     if SPONSOR  fails to make  payments  within  thirty  (30) days of the dates
     specified  in the  invoice  except for  amounts  which are in  dispute  and
subject to a thirty (30) day opportunity to resolve.                  

4.2  ULRF shall retain title to any equipment  purchased  with funds provided by
SPONSOR under this Agreement.                                         

4.3  The  determination of allowable cost for ULRF's  activities will be made in
     accordance  with the  applicable  Federal Cost  Principle  inclusive of all
     amendments in effect as of the date of this  Agreement,  and any subsequent
amendments: Institutions of Higher Education (OMB Circular A-21).     

4.4  In the event of  termination  of this  Agreement  pursuant  to Section  10,
     SPONSOR  shall  reimburse  ULRF for all costs  incurred and  non-cancelable
     obligations  made up to and including the effective  date of such notice of
     termination;  provided,  the total  funding  provided  by  SPONSOR  to ULRF
     hereunder  shall not exceed the total  funding  amount set forth in Section
4.1.                                                                  

5.   CONFIDENTIALITY                                                            

5.1  In  performance of the Research,  either party may disclose  information to
     the other party  which it  considers  to be  proprietary  and  confidential
     (hereinafter  Confidential  Information).  All  such  information  shall be
     designated  confidential at the time of disclosure by the disclosing  party
     either  orally  or in  writing.  If  designated  confidential  orally,  the
     disclosing  party shall within  thirty (30) days of the date of  disclosure
     confirm  in  writing  the  confidential  nature  of such  information.  The
     receiving  party shall use reasonable  efforts to ensure said  Confidential
     Information is kept  confidential  and shall promptly return or destroy all

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     originals and copies of Confidential  Information at the written request of
     the disclosing party.  Except as otherwise provided herein, for a period of
     five (5) years following the date of such  disclosure,  the receiving party
     will not disclose the Confidential  Information  without the consent of the
     disclosing party and shall use such  Confidential  Information only for the
     purposes of this Agreement.  Notwithstanding  the foregoing,  the receiving
     party may transfer the disclosing party's Confidential Information to those
     of receiving party's employees, students, officers, directors and agents as
     may be reasonably necessary to carry out the performance of this Agreement.
     Information shall not be subject to the  aforementioned  restrictions where
the:                                                                  

     (a)  information  was  possessed by  receiving  party prior to receipt from
          disclosing party other than through prior disclosure by the disclosing
party as evidenced by receiving party's business records;   
     (b)  information  published or available  to the general  public  otherwise
than through a breach of this Agreement;                    
     (c)  information  obtained  by  receiving  party from a third  party with a
          valid  right to  disclose  it,  provided  that said third party is not
under a confidentiality obligation to the disclosing party; 
     (d)  information  was  independently  developed  by  employees,  agents  or
          consultants  of  receiving  party who had no knowledge of or access to
       the information as evidenced by receiving party's business records;
     (e)  information  for which the  receiving  party  obtains  the  disclosing
          party's prior  written  permission to publish or which is disclosed in
          the necessary  course of the prosecution of patent  applications  upon
  intellectual property developed pursuant to this Agreement; or
     (f)  information  required to be disclosed by operation of law, regulation,
          Attorney  General  decisions  that  carry the  force of law,  or court
order.                                                      

6.   PUBLICITY                                                                  

6.1  SPONSOR  will  not use the name of the  ULRF,  UofL,  nor of any  employee,
     student, trustee or officer thereof, in advertising or publicity, including
     news releases,  without the prior written consent of the ULRF,  which shall
     not be  unreasonably  withheld;  and  ULRF  will  not use  the  name of the
     SPONSOR,  nor any employee of SPONSOR,  in any  advertising  or  publicity,
     including  news  releases,  without the prior written  approval of SPONSOR,
which shall not be unreasonably withheld.                             

6.2  Nothwithstanding  anything to the contrary in this Agreement,  (i) the ULRF
     may disclose the identity of the SPONSOR,  the title of the  Research,  the
     name of the Investigator, the Contract Period, and the amount being paid by
     the  SPONSOR for the  Research,  and (ii) the  SPONSOR  may  disclose  such
information as required by law or regulation.                         

7.   PUBLICATIONS                                                               

7.1  SPONSOR  recognizes  that under UofL policies,  the results of the Research
     must be publishable  and agrees that UofL and UofL  investigators  have the
     right to publish and otherwise  publicly disclose any information gained in
     the course of the Research; provided, SPONSOR retains the right to preclude
     publication   or  other  public   disclosure   of  SPONSOR's   Confidential
     Information.  In order to permit  SPONSOR an  opportunity  to  determine if
     patentable inventions or SPONSOR's  Confidential  Information are disclosed
     therein, the Principal Investigator will provide SPONSOR with copies of any
     proposed publication or presentation by project  investigators no less than
     thirty (30) days prior to submission for  publication.  Whenever  possible,
     efforts will be made by the  Principal  Investigator  to provide  copies of
     drafts of  intended  articles  or  abstracts  as soon as they reach a stage
     suitable  for  distribution.  SPONSOR  shall  have  thirty  (30) days after
     receipt of said copies to object to such proposed  presentation or proposed
     publication   because  there  is  patentable  subject  matter  which  needs
     protection  and/or discloses  SPONSOR's  Confidential  Information.  In the
     event that SPONSOR makes an objection because its Confidential  Information
     is disclosed in the proposed presentation or publication, such Confidential
     Information  will be deleted from the proposed  presentation or publication
     by  the  Principal   Investigator  and  other  Research   personnel  before
     proceeding  with  publication  or  presentation.  In the event that SPONSOR
     makes  an  objection  because  potentially  patentable  subject  matter  is
     disclosed  in the  proposed  publication  or  presentation,  the  Principal
     Investigator and other project investigators shall refrain from making such
     publication or presentation  for a reasonable time, not to exceed three (3)
     months from the date of receipt of such objection, in order for the ULRF or
     SPONSOR to file a patent application(s)  directed to the patentable subject
     matter contained in the proposed publication or presentation, in accordance
with Article 8 (INTELLECTUAL PROPERTY) below.                         

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8.   INTELLECTUAL PROPERTY                                                      

8.1  For the  purposes  of this  Section 8, right and title to any  intellectual
     property, whether patented, copyrighted or maintained as know-how, shall be
     determined in accordance with the provisions for determining authorship and
     inventorship   under   Titles  17  and  35  of  the  United   States  Code,
respectively.                                                         

8.2  All rights and title to ULRF Intellectual Property shall belong to the ULRF
and shall be subject to the terms and conditions of this Agreement.   

8.3  All rights and title to JOINT Intellectual Property shall jointly belong to
     ULRF and SPONSOR,  and shall be subject to the terms and conditions of this
Agreement.                                                            

8.4  ULRF will  promptly  notify  SPONSOR of any ULRF  Intellectual  Property or
     JOINT  Intellectual  Property  and will supply  SPONSOR  with a copy of any
     invention  disclosure received from the Principal  Investigator  describing
     said ULRF Intellectual Property or JOINT Intellectual  Property.  Likewise,
     SPONSOR  will  promptly  notify ULRF of any ULRF  Intellectual  Property or
     JOINT  Intellectual  Property  and  will  supply  ULRF  with a copy  of any
     invention  disclosure thereon received from SPONSOR employee(s)  describing
     said ULRF Intellectual  Property or JOINT  Intellectual  Property.  SPONSOR
     shall have thirty (30) days from the date of disclosure to decide whether a
     patent   application  or  application  for  other   intellectual   property
     protection should be sought.  If SPONSOR decides that a patent  application
     or application for other intellectual  property  protection should be filed
     on ULRF Intellectual  Property,  the ULRF shall promptly prepare,  file and
     prosecute such U.S. and foreign  application(s)  in ULRF's name. If SPONSOR
     decides that a patent  application  or application  for other  intellectual
     property  protection should be filed on JOINT Intellectual  Property,  then
     SPONSOR shall direct ULRF to promptly prepare, file and prosecute such U.S.
     and foreign  application(s) in ULRF and SPONSOR's name.  SPONSOR shall bear
     all costs incurred in connection with such preparation, filing, prosecution
     and  maintenance  of U.S.  and foreign  applications  directed to said ULRF
     Intellectual  Property  or JOINT  Intellectual  Property  but may  elect to
     discontinue its financial support of such prosecution  and/or  maintenance,
     provided,  SPONSOR notifies ULRF in writing of such decision to discontinue
     reasonably in advance of ULRF's need to respond to any statutory  deadlines
     of which  SPONSOR has been made aware.  SPONSOR and ULRF shall  ensure that
     such  application(s)  to the best of their  knowledge,  cover  all items of
     commercial  interest and significance.  With regard to all applications for
     which SPONSOR is reimbursing ULRF for or directly paying the patent-related
     expenses,  SPONSOR  shall be given  reasonable  opportunity  to review  and
     contribute to the content of said ULRF Intellectual Property application(s)
     being  managed  by  ULRF.  ULRF  shall  keep  SPONSOR  advised  as  to  all
     developments with regard to said  application(s) and shall promptly provide
     to SPONSOR copies of all documents received and/or filed in connection with
     the filing,  prosecution or maintenance thereof in reasonable time, subject
     to statutory deadlines,  for the SPONSOR to comment and contribute thereto.
     Following  execution of an exclusive license to ULRF Intellectual  Property
     or JOINT  Intellectual  Property,  then prosecution  responsibility  of all
     licensed ULRF Intellectual Property or JOINT Intellectual Property shall be
     governed by the terms of such license,  which shall be no less favorable to
     Sponsor  than  the  terms  set  forth in the  license  being  entered  into
concurrently with this Agreement.                                     

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8.5  If the SPONSOR elects not to support the filing of a patent  application or
     other intellectual  property protection for any ULRF Intellectual  Property
     or Joint  Intellectual  Property  disclosed  to the  SPONSOR  or decides to
     discontinue the financial  support of the prosecution or maintenance of any
     applications,  ULRF shall have no further  obligation to SPONSOR under this
     Agreement   with  regard  to  such   applications   and  the  subject  ULRF
     Intellectual  Property or JOINT  Intellectual  Property,  and ULRF shall be
     free to file or continue  prosecution or maintain any such  application(s),
     and to  maintain  any issued  patents  thereon in the U.S.  and any foreign
     country at ULRF's  expense.  Such patent  applications  and issued  patents
     shall be excluded from  SPONSOR's  option under Section 9 hereof,  however,
    SPONSOR shall retain all of its own rights in Joint Intellectual Property.

9.   GRANT OF RIGHTS                                                            

9.1  ULRF grants the SPONSOR the first option,  at the SPONSOR's  sole election,
     to  negotiate  for an  exclusive,  worldwide  commercial  license to ULRF's
     interest in any ULRF Intellectual Property or JOINT Intellectual  Property.
     Such license shall be for fair and valuable consideration and shall include
     a reasonable  royalty rate and, subject to ULRF's  policies,  shall include
     other such terms as are  typical in  licenses  of similar  technology  from
     not-for-profit organizations to for-profit organizations.  The option shall
     extend for an option  time period of * from the date of  disclosure  of the
ULRF Intellectual Property or JOINT Intellectual Property to SPONSOR. 

9.2  If SPONSOR  elects not to exercise  its option  pursuant to this Section or
     fails to  negotiate a license  agreement to ULRF  Intellectual  Property or
Joint Intellectual Property during said * option period, then:        

     (a)  ULRF  shall  have no  further  obligation  and  SPONSOR  shall have no
          further right to ULRF  Intellectual  Property and ULRF may license its
          interest  in ULRF  Intellectual  Property to any party upon terms ULRF
deems appropriate;                                          

     (b)  SPONSOR  shall pay to ULRF a royalty on any product that is covered by
          JOINT  Intellectual  Property,  such rate to be determined  during the
          option time period,  or, if the parties fail to arrive at an agreement
          on this  point,  shall be set at * the rate of the  relevant  industry
standard;                                                   

     (c)  ULRF and SPONSOR each shall be free to exploit the JOINT  Intellectual
          Property as it wishes, whether directly and/or through licensing under
          its ownership interests to any third party(ies). ULRF and SPONSOR each
          shall fully  account to the other for  compensation  derived from such
          exploitation,  such accounting to be determined during the option time
          period,  or, if the  parties  fail to arrive at an  agreement  on this
          point,  shall be with * of the compensation to the licensing party and
* to the non-licensing party.                               

9.3  Any license granted to SPONSOR by ULRF shall be subject, if applicable,  to
     the rights of the United  States  government  reserved  under  Public  Laws
     96-517,  97-256  and  98-620,  codified  at  35  U.S.C.  200-212,  and  any
     regulations  issued  thereunder,  and shall  include a perpetual,  paid-up,
     royalty-free,  non-exclusive license in favor of the ULRF and the Principal
     Investigator(s) to use the inventions and/or discoveries for noncommercial,
     educational and research purposes,  including authorizing other entities to
     use such ULRF  Intellectual  Property and JOINT  Intellectual  Property for
     academic  and  non-commercial  research  purposes.  For  ULRF  Intellectual
     Property and JOINT  Intellectual  Property  subject to SPONSOR's  exclusive
     option  period as  specified in Section 9.1 or to a  subsequently  executed
     exclusive commercial license agreement between ULRF and SPONSOR, ULRF shall
     notify  SPONSOR  of  each  other  entity's  use of such  ULRF  Intellectual
     Property  or  JOINT   Intellectual   Property   and   include   appropriate
     restrictions (e.g.,  prohibit the third party from transferring the subject
     ULRF  Intellectual  Property  or JOINT  Intellectual  Property to any third
     party,  prohibit  use of the subject  ULRF  Intellectual  Property or JOINT
     Intellectual  Property by the third party for any  commercial  purposes) in
     any such grant of research use rights to third parties.  Unless  restricted
     during the term of SPONSOR's  exclusive  option period specified in Section
     9.1 or unless  subject  to a  subsequently  executed  exclusive  commercial
     license agreement between ULRF and SPONSOR, ULRF also reserves the right to
     use ULRF  Intellectual  Property  and JOINT  Intellectual  Property for any
     purpose,   including   licensing  ULRF  Intellectual   Property  and  JOINT
     Intellectual  Property to third parties,  without any further obligation to
     SPONSOR  except as otherwise set forth herein (so long as such use does not
disclose SPONSOR Confidential Information).                           

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10.  TERMINATION                                                                

10.1 This  Agreement  shall  become  effective  upon the date first  hereinabove
     written and shall  continue in effect for the full duration of the Research
     Period  unless  sooner  terminated  pursuant to this  Section.  Sponsor may
     terminate  this  agreement  upon ninety (90) days prior  written  notice to
ULRF.                                                                 

10.2 In the event that either party hereto shall commit any breach of or default
     in any of the terms or conditions of this Agreement, and also shall fail to
     remedy such  default or breach  within  thirty  (30) days after  receipt of
     written notice thereof from the other party hereto, the party giving notice
     may, at its option and in addition to any other  remedies which it may have
     at  law or in  equity,  terminate  this  Agreement  by  sending  notice  of
     termination  in  writing  to the  other  party  to  such  effect  and  such
  termination shall be effective as of the date of receipt of such notice.

10.3 Termination  of this  agreement  by either  party for any reason  shall not
     affect the rights  and  obligations  of the  parties  accrued  prior to the
     effective  date of termination  of this  Agreement.  No termination of this
     Agreement,  however  effectuated,  shall  release  either  party from their
rights and obligations under Sections 5, 6, 7, 8 and 11.              

11.  INDEPENDENT PARTIES                                                        

11.1 For the  purposes  of this  Agreement,  the  parties  shall be  independent
     contractors.  Nothing  contained  herein  shall be deemed or  construed  to
     create  between the parties  hereto a  partnership  or joint venture or the
relationship of agent and principal.                                  

12.  DISCLAIMER OF WARRANTIES, INDEMNIFICATION                                  

12.1 ULRF makes no warranties,  express or implied, as to any matter whatsoever,
     including  without  limitation,  warranties  with  respect to the  conduct,
     completion,   success  or  particular  results  of  the  Research,  or  the
     condition, ownership,  merchantability, or fitness for a particular purpose
     of the  Research or any ULRF  Intellectual  Property or JOINT  Intellectual
     Property. ULRF shall not be liable for any direct, indirect, consequential,
     punitive or other damages suffered by SPONSOR or any other person resulting
     from  the  Research  or use of the  results  of the  Research  or any  ULRF
Intellectual Property or JOINT Intellectual Property.                 

12.2 SPONSOR shall defend, indemnify and hold harmless ULRF, UofL, the Principal
     Investigator  and any of  ULRF  or  UofL's  faculty,  students,  employees,
     trustees, officers,  affiliates and agents and their respective successors,
     heirs and  assigns  (hereinafter  referred  to  collectively  as the " ULRF
     Indemnified  Persons")  from and  against  any and all  liability,  claims,
     lawsuits,  losses,  damages,  costs or expenses (including attorney's fees)
     (collectively  "Losses") which the ULRF  Indemnified  Persons may hereafter
     incur, or be required to pay as a result of SPONSOR's use of the results of
     the  Research  or any ULRF  Intellectual  Property  or  Joint  Intellectual
     Property  or any act or omission of  SPONSOR,  its  employees,  affiliates,
     contractors, licensees or agents. Nothwithstanding the foregoing, SPONSOR's
     indemnification  obligations  under  this  Section  shall  not apply to any
     Losses to the extent such Losses are  attributable to the gross  negligence
     or willful  misconduct of any of the ULRF Indemnified  Persons.  ULRF shall
     notify SPONSOR upon learning of the  institution or threatened  institution
     of any  such  liability,  claims,  lawsuits,  losses,  damages,  costs  and
expenses.                                                             

12.3 SPONSOR  hereby  assumes any risks of personal  injury and property  damage
     attributable  to  the  negligent  acts  or  omissions  of  SPONSOR  in  the
     performance of the Research and SPONSOR's officers,  employees,  and agents
     thereof.  To the  extent  permitted  by  applicable  law and its  insurance
     coverage,  ULRF hereby  assumes any risks of personal  injury and  property
     damage  attributable  to the  negligent  acts or  omissions  of ULRF in the
     performance  of the  Research  and ULRF's  officers,  employees  and agents
thereof.                                                              

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13.  ASSIGNMENT                                                                 

13.1 This  Agreement may not be assigned or  delegated,  in whole or in part, by
     SPONSOR or ULRF without the prior written consent of the other party, which
     shall  not be  unreasonably  withheld.  A change  in  control  shall not be
     considered  an  assignment  for  purposes of this  Section 13.1 unless such
     change in control causes SPONSOR or its Affiliates to engage in any morally
     objectionable   activities   including:   activities  designed  to  defame,
     embarrass,   harm,  abuse,  threaten,  slander  or  harass  third  parties;
     activities  prohibited  by the laws of the  United  States  and/or  foreign
     territories  in which SPONSOR  conducts  business;  activities  designed to
     encourage unlawful behavior by others,  such as hate crimes,  terrorism and
     child pornography;  activities that are tortuous, vulgar, obscene, invasive
     of the  privacy  of a  third  party,  racially,  ethnically,  or  otherwise
     objectionable; activities designed to harm minors in any way. Any attempted
     assignment  in  violation  of this  Section  13.1  shall  be void and of no
     effect.  "Affiliate" shall mean any corporation or other legal entity which
     directly or  indirectly  controls,  is  controlled  by, or is under  common
     control with SPONSOR as of the Effective  Date of this  Agreement.  For the
     purpose of this  Agreement,  "control"  shall  mean the direct or  indirect
     ownership of greater than fifty percent (50%) of the outstanding  shares on
     a fully diluted basis or other voting rights of the subject entity to elect
     directors, or if not meeting the preceding,  any entity owned or controlled
     by or owning or  controlling  at the  maximum  control or  ownership  right
     permitted in the country where such entity exists.  For clarity,  a party's
     status as an Affiliate of SPONSOR shall  terminate if and when such control
ceases to exist.                                                      

14.  GOVERNING LAW                                                              

14.1 This Agreement  shall be governed and construed in accordance with the laws
     of the  Commonwealth  of Kentucky  without giving effect to the conflict of
laws provisions.                                                      

15.  NOTICES                                                                    

15.1 Notices,  invoices,  communications  and payments hereunder shall be deemed
     made if given in writing and addressed to the party to receive such notice,
     invoice, communication or payment at the address given below, or such other
     address as may hereafter be designated by notice in writing.  Notices shall
     be delivered by certified or  registered  first class mail  (airmail if not
     domestic) or by  commercial  courier  service,  and shall be deemed to have
     been  given  or made  (a)  when  delivered  personally;  (b)  when  sent by
     confirmed  facsimile;  (c)  three  (3)  days  after  having  been  sent  by
     registered or certified mail, return receipt requested, postage prepaid; or
     (d) two (2) days after  deposit  with a commercial  overnight  carrier with
     confirmed  verification of receipt.. All communications will be sent to the
     addresses  set forth below or to such other address as may be designated by
     a party by  giving  written  notice  to the other  party  pursuant  to this
Section.                                                              

If to SPONSOR:                                                        

NeoStem, Inc.       
420 Lexington Avenue
Suite 450           
New York, NY  10170 
       Attention:  General Counsel

If to ULRF:                                                           
For administrative notice:                                      

                  Director, Office of Industry Contracts
                              University of Louisville Research Foundation, Inc.
    MedCenter One, Suite 200
501 East Broadway   
     Louisville, KY 40202-1798

For technical notice: For U.S. Postal Service:                  
Dr. Mariusz Ratajcak
      Dept. of Medicine-Oncology
    University of Louisville
Louisville, KY 40292

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16.  ADDITIONAL PROVISIONS                                                      

16.1 In the event any part, article, section,  subsection,  clause, paragraph or
     subparagraph  of this Agreement  shall be held to be  indefinite,  invalid,
     illegal or otherwise voidable or unenforceable,  the entire Agreement shall
     not  fail on  account  thereof,  and the  balance  of the  Agreement  shall
continue in full force and effect.                                    

16.2 A waiver by either party of a breach or violation of any  provision of this
     Agreement will not constitute or be construed as a waiver of any subsequent
     breach or  violation  of that  provision  or as a waiver  of any  breach or
violation of any other provision of this Agreement.                   

16.3 No exercise of a specific right or remedy by any party precludes it from or
     prejudices  it in exercising  another  remedy or  maintaining  an action to
which it may otherwise be entitled either at law or in equity.        

16.4 During  the  performance  of this  Agreement,  SPONSOR  and ULRF  shall not
     discriminate  against any employee or applicant for  employment  because of
     race,  color, sex, sexual  preference,  age,  religion,  national or ethnic
     origin,  handicap, or because he or she is a disabled veteran or veteran of
the Vietnam era.                                                      

16.5 Each  party  shall  comply  with all  laws,  regulations  and  other  legal
requirements applicable to them in connection with this Agreement.    

17.  AGREEMENT MODIFICATION                                                     

17.1 This Agreement is the final and complete  understanding of the parties with
     respect to the subject  matter  hereof  superseding  all prior  agreements,
     understandings and discussions  relating thereto.  No amendments or changes
     to this Agreement  including,  without limitation,  changes to the field of
     Research,  total cost or Research Period,  shall be valid unless the change
     is made in writing and signed by authorized  representatives of the parties
     hereto.  The  appendices  will be binding upon the parties hereto except to
     the extent they may conflict with the terms and conditions contained within
     this  Agreement,  in which case the terms and  conditions  of the Agreement
will govern.                                                          

[remainder of page left blank intentionally]

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

THE UNIVERSITY OF LOUISVILLE                         NEOSTEM, INC.              
RESEARCH FOUNDATION, INC.                                                       

Signature: /s/ David King                            Signature: /s/ Robin Smith 

Printed Name: David D. King                          Printed Name: Robin Smith  
            -------------                                        -----------

Title: Director, Office of Industry Contracts        Title: Chairman and CEO    
   --------------------------------------               ----------------

Date: November 12, 2007                              Date: November 13, 2007    
  -----------------                                    -----------------

Principal Investigator, while not a party to this                               
Agreement, by his/her signature acknowledges that                               
he/she: (1) has read and agrees to abide by the terms                           
and conditions that apply to the Principal Investigator,                        
(2) agrees to conduct/perform the research as outlined                          
in the Research Statement of Work, and (3) if applicable,                       
will see that the work within the scope of this agreement                       
is performed in accordance with an approved University/                         
Institution management plan.(1)                                                 

Name: Mariusz Z. Ratajczak, M.D., Ph.D.                                         
---------------------------------                                   
Signature: /s/ Mariusz Ratajczak                                                

Title: Professor, Medical Oncology                                              
---------------------------                                       
Date: November 12, 2007                                                         
-----------------                                                   

---------------                                                                 
(1)  "Management  Plan" means a written  plan for the  management,  reduction or
     elimination  of a potential  financial  conflict  of  interest  relating to
     research.  It  relies  upon,  and  is  therefore  limited  by,  good  faith
     disclosures   about  significant   financial   interests  made,  and  other
information provided by, a covered individual to the University.

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Dates Referenced Herein

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

Filed on:	11/19/07			None on these Dates
For Period End:	11/13/07	10
	11/12/07	10
				List all Filings

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Filing Submission 0001157523-07-011472 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

NeoStem, Inc. – ‘8-K’ for 11/13/07 – EX-10.3

On: Monday, 11/19/07, at 5:24pm ET · For: 11/13/07 · Accession #: 1157523-7-11472 · File #: 1-33650

Previous ‘8-K’: ‘8-K’ on 11/2/07 for 11/1/07 · Next: ‘8-K’ on / for 1/9/08 · Latest: ‘8-K’ on / for 5/9/24

Current Report — Form 8-KFiling Table of Contents

EX-10.3 — Material Contract

Dates Referenced Herein

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