NeoStem, Inc. – ‘8-K’ for 10/2/07

On:  Wednesday, 10/17/07, at 8:00am ET   ·   For:  10/2/07   ·   Accession #:  1157523-7-9884   ·   File #:  1-33650

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Neostem, Inc. 8-K                                      3     12K 

Document Table of Contents

8-K
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): October 2, 2007

 NEOSTEM, INC.
(Exact name of registrant as specified in its charter)

   Delaware              0-10909                22-2343568
   --------              -------                ----------
(State or Other         (Commission            (IRS Employer
    Jurisdiction of         File Number)         Identification No.)
Incorporation)                                            

420 Lexington Avenue, Suite 450                           
          New York, New York                               10170
------------------------------------------------------------------------- 
 (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (212) 584-4180

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 (see General Instruction A.2. below):                      

[ ] 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))                                                       

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Item 8.01. Other Events.                                                        

Effective as of October 2, 2007, NeoStem, Inc. (the "Company") entered into an  
agreement (the "agreement") with ProHEALTH Care Associates, LLP ("ProHEALTH")   
for the opening of an adult stem cell collection center. ProHEALTH, one of the  
largest and most prominent multi-specialty practices in the New York            
metropolitan area, has over 100 providers in its network and provides care for  
over 250,000 patients in one of the most populous and affluent markets in the   
nation. ProHEALTH is located in Nassau County on Long Island within miles of New
York City. In furtherance of the Company's business strategy to extend its      
network of adult stem cell collection facilities nationwide and develop a       
significant presence in the Northeast, ProHEALTH will establish a single purpose
facility dedicated specifically to providing adult stem cell collection         
services. ProHEALTH will provide the adult stem cell collection services,       
equipment and supplies, and will obtain all required licenses and permits. The  
dedicated center will open pending receipt of appropriate licensure by the New  
York State Department of Health.                                                

The Company will provide adult stem cell processing and storage services, as    
well as management, expertise and other services. So long as ProHEALTH meets    
specified collection milestones, the Company has agreed not to enter into       
agreements for adult stem cell collection services with any other physician     
practice or health care provider in Nassau and Suffolk counties and part of     
Queens County in the State of New York (the "Territory"), with the exception of 
a defined amount of research and development activities and in other limited    
circumstances. ProHEALTH has agreed that the Company will be the exclusive      
provider to it of the processing and storage, management and other specified    
services in the Territory. The agreement further provides for the payment to the
Company by ProHEALTH of specified marketing and support fees and annual network 
services fees, and provides a fee schedule and the allocation of expenses and   
revenues among the parties. The agreement is for an initial term of three years,
with automatic renewal for consecutive one year periods at the end of the       
initial term. The agreement contains mutual insurance obligation and            
indemnification provisions, limitations on liability and other standard         
provisions. The Company has granted to ProHEALTH a non-exclusive license to use 
its trademarks and intellectual property but otherwise retains all rights       
thereto, and ProHEALTH is bound by confidentiality obligations to the Company.  
ProHEALTH is also bound by certain non-competition provisions. Either party may 
terminate the agreement upon 90 days' written notice prior to the end of the    
then current term, upon 30 days' prior written notice upon certain uncured      
material breaches of the agreement or anticipatory failure to comply with       
applicable law, or immediately upon certain events including if either party    
loses a required license or such a license is revoked or certain bankruptcy     
related events.                                                                 

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 SIGNATURE
 ---------

  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.                                           

           NEOSTEM, INC.

                          By:   /s/ Catherine M. Vaczy
                                ----------------------
                            Catherine M. Vaczy
                                            Vice President and General Counsel

Dated:  October 16, 2007                                                        

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/17/07
		10/16/07		3
For Period End:		10/2/07		1		2			424B3
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