Advanced Viral Research Corp Sample Contracts

Advanced Viral Research Corp – AMENDMENT AGREEMENT (June 12th, 2008)

AMENDMENT AGREEMENT, dated of as June 6, 2008, by and between ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (“Company”), and YA GLOBAL INVESTMENTS, L.P. (formerly, CORNELL CAPITAL PARTNERS, LP) (“Buyer”). All capitalized terms used herein shall have the respective meanings assigned thereto in the Transaction Documents (as defined below) unless otherwise defined herein.

Advanced Viral Research Corp – Secured Convertible Debenture (June 12th, 2008)

FOR VALUE RECEIVED, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Original Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), any Conversion Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (inclu

Advanced Viral Research Corp – AMENDED AND RESTATED WARRANT (December 4th, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Advanced Viral Research Corp – ADVANCED VIRAL RESEARCH CORP. Amended & Restated Secured Convertible Debenture (December 4th, 2007)

FOR VALUE RECEIVED, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Original Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), any Conversion Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (inclu

Advanced Viral Research Corp – PATENT SECURITY AGREEMENT (December 4th, 2007)

THIS PATENT SECURITY AGREEMENT (“Security Agreement”), dated as of December ___, 2007, between Advanced Viral Research Corp., a Delaware corporation (the “Parent”), Triad Biotherapeutics, Inc., incorporated and existing under the laws of the Delaware (the “Subsidiary”) (collectively the Parent and the Subsidiary are referred to as the “Grantors”) and YA Global Investments, L.P., a Cayman Island exempted limited partnership (the “Lender”).

Advanced Viral Research Corp – AMENDED AND RESTATED WARRANT (December 4th, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Advanced Viral Research Corp – ADVANCED VIRAL RESEARCH CORP. Amended & Restated Secured Convertible Debenture (December 4th, 2007)

FOR VALUE RECEIVED, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Original Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), any Conversion Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (inclu

Advanced Viral Research Corp – ADVANCED VIRAL RESEARCH CORP. Amended & Restated Secured Convertible Debenture (December 4th, 2007)

FOR VALUE RECEIVED, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Original Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), any Conversion Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (inclu

Advanced Viral Research Corp – ADVANCED VIRAL RESEARCH CORP. Amended & Restated Secured Convertible Debenture (December 4th, 2007)

FOR VALUE RECEIVED, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Original Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), any Conversion Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (inclu

Advanced Viral Research Corp – EMPLOYMENT AGREEMENT (December 4th, 2007)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered as of December 3, 2007 between Advanced Viral Research Corp., a Delaware corporation (“Employer”), and Vincent P. Gullo, an individual (“Employee”).

Advanced Viral Research Corp – EMPLOYMENT AGREEMENT (December 4th, 2007)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered as of December 3, 2007 between Advanced Viral Research Corp., a Delaware corporation (“Employer”), and Dallas E. Hughes, an individual (“Employee”).

Advanced Viral Research Corp – AMENDED AND RESTATED WARRANT (December 4th, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Advanced Viral Research Corp – AMENDED AND RESTATED SECURITY AGREEMENT (December 4th, 2007)

THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of December 3, 2007, by and between ADVANCED VIRAL RESEARCH CORP., a Delaware corporation with its principal place of business located at 200 Corporate Boulevard South, Yonkers, New York 10701 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated January 1, 2007 between the Company and the Secured Party.

Advanced Viral Research Corp – Asset Purchase Agreement By and Among Advanced Viral Research Corp., Triad Biotherapeutics, Inc. and Vincent P. Gullo and Dallas E. Hughes Dated as of December 3 , 2007 (December 4th, 2007)

THIS ASSET PURCHASE AGREEMENT is made and entered into this 3rd day of December 2007, by and among Advanced Viral Research Corp., a Delaware corporation (“Parent”), Triad Biotherapeutics, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Purchaser”) and Dallas E. Hughes (“Hughes”) and Vincent P. Gullo (“Gullo”), both individuals (Hughes and Gullo are sometimes referred to individually as a “Seller” and collectively as the “Sellers”). Sellers, Purchaser and Parent are sometimes referred to individually as a “Party” and collectively as the “Parties.” Other capitalized terms used in this Agreement are defined on Appendix A hereto.

Advanced Viral Research Corp – REGISTRATION RIGHTS AGREEMENT (July 27th, 2007)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2007, by and among ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

Advanced Viral Research Corp – WARRANT (July 27th, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Advanced Viral Research Corp – WARRANT (July 27th, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Advanced Viral Research Corp – ADVANCED VIRAL RESEARCH CORP. Secured Convertible Debenture (July 27th, 2007)

FOR VALUE RECEIVED, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), hereby promises to pay to the order of CORNELL CAPITAL PARTNERS, LP or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), any Conversion Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all Secured Convertible Debentures issued

Advanced Viral Research Corp – ADVANCED VIRAL RESEARCH CORP. Secured Convertible Debenture (July 27th, 2007)

FOR VALUE RECEIVED, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), hereby promises to pay to the order of CORNELL CAPITAL PARTNERS, LP or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), any Conversion Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all Secured Convertible Debentures issued

Advanced Viral Research Corp – SECURITIES PURCHASE AGREEMENT (July 27th, 2007)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 24, 2007, by and among ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), and the Buyer listed on Schedule I attached hereto (individually, a “Buyer”).

Advanced Viral Research Corp – STOCK OPTION AGREEMENT (May 15th, 2007)

THIS AGREEMENT is made as of May 15, 2007, by and between Advanced Viral Research Corp., a Delaware corporation (the “Company”) and Stephen M. Elliston (the “Optionee”).

Advanced Viral Research Corp – EMPLOYMENT AGREEMENT (May 15th, 2007)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered as of May 15, 2007 between ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (“Employer”), and STEPHEN M. ELLISTON (“Employee”).

Advanced Viral Research Corp – FORM OF STOCK OPTION AGREEMENT (April 3rd, 2007)

THE COMMON STOCK OPTION REPRESENTED BY THIS AGREEMENT (THE “OPTIONS”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ANY MANNER: (1) WITHOUT REGISTRATION UNDER THE ACT AND IN COMPLIANCE WITH THE LAWS OF ANY APPLICABLE JURISDICTIONS; OR (2) AN OPINION OF COUNSEL (IN FORM AND SUBSTANCE ACCEPTABLE TO ADVANCED VIRAL RESEARCH CORP.) THAT REGISTRATION IS NOT REQUIRED.

Advanced Viral Research Corp – ADVANCED VIRAL RESEARCH CORP. 2007 STOCK INCENTIVE PLAN Adopted by Stockholders on March 21, 2007 (April 3rd, 2007)
Advanced Viral Research Corp – ADVANCED VIRAL RESEARCH CORP. Secured Convertible Debenture (January 8th, 2007)

FOR VALUE RECEIVED, ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), hereby promises to pay to the order of CORNELL CAPITAL PARTNERS, LP or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), any Conversion Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all Secured Convertible Debentures issued

Advanced Viral Research Corp – WARRANT (January 8th, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Advanced Viral Research Corp – SECURITIES PURCHASE AGREEMENT (January 8th, 2007)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2006, by and among ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), and the Buyer listed on Schedule I attached hereto (individually, a “Buyer”).

Advanced Viral Research Corp – SECURITY AGREEMENT (January 8th, 2007)

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of December 31, 2006, by and between ADVANCED VIRAL RESEARCH CORP., a Delaware corporation with its principal place of business located at 200 Corporate Boulevard South, Yonkers, New York 10701 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.

Advanced Viral Research Corp – REGISTRATION RIGHTS AGREEMENT (January 8th, 2007)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2006, by and among ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

Advanced Viral Research Corp – EMPLOYMENT AGREEMENT (May 15th, 2006)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered as of May 15, 2006 between ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (“Employer”), and STEPHEN M. ELLISTON (“Employee”).

Advanced Viral Research Corp – CONSULTING AGREEMENT (February 21st, 2006)

THIS CONSULTING AGREEMENT (the “Agreement”), is made and dated as of February 19, 2006, by and between ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), and Elma S. Hawkins, PhD., an individual (collectively, the “Consultant”).

Advanced Viral Research Corp – PRESS RELEASE (April 22nd, 2004)

YONKERS, NY — April 20, 2004 – Advanced Viral Research Corp. (OTC Bulletin Board: ADVR) announced today that Mr. Alan Gallantar has resigned as Chief Financial Officer and Treasurer effective April 19th, 2004. Mr. Gallantar informed the Company that he is leaving ADVR to attend to a personal matter.

Advanced Viral Research Corp – WARRANT HOLDER WARRANT SHARES -------------- -------------- Cesar Blumtritt 1,880,000 Alfredo Velez 2,400,000 Bruce Knef 200,000 David Duffy 300,000 Arthur Hawkins 150,000 Mayer Gattegno 70,000 The Warrant holders shall be subject to a lock up agreement pursuant to which such persons shall be restricted from selling more than 2,000,000 shares of the Company's common stock in any six- month period during the term of the Warrants (the "Lock Up Agreement"), the form of which is attached hereto as EXHIBIT B. The holders of the Warrants shall have "piggyback" registration rights with respect to the (February 12th, 2004)
Advanced Viral Research Corp – EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT ("Contract") is made and entered as of the 10th day of February 2004 between ADVANCED VIRAL RESEARCH CORP., a Delaware corporation ("Employer"), and ELMA S. HAWKINS ("Employee"). R E C I T A L S A. Employee and Employer desire to enter into this Contract to memorialize the employment relationship between Employer and Employee. B. Subject to the terms and conditions of this Contract, Employee is to be the President and Chief Executive Officer of Employer. NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and (February 12th, 2004)
Advanced Viral Research Corp – THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (September 3rd, 2003)

This Agreement, effective as of August 27, 2003 (“Effective Date”), by and between Advanced Viral Research Corp., a Delaware corporation, with offices located at 200 Corporate Boulevard South, Yonkers, New York 10107 (“Company”), and Shalom Z. Hirschman, M.D., with an address at 5240 Blackstone Avenue, Riverdale, New York 10471 (“Employee”).