CONTROLLING STOCKHOLDERS AGREEMENTControlling Stockholders Agreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • Nevada
This Controlling Stockholders Agreement (the “Agreement”), dated as of August 30th, 2004, by and among each of the holders of CardioVascular BioTherapeutics, Inc. Common Stock (“Common Stock”) of CardioVascular BioTherapeutics, Inc., a Delaware corporation (“Cardio”), listed on the signature page hereof and on Schedule A, annexed hereto (each a “Stockholder” and, collectively, the “Stockholders”).
JOINT PATENT OWNERSHIP AND LICENSE AGREEMENTJoint Patent Ownership and License Agreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • California
This written Agreement (the “Agreement”) memorializes the oral agreement entered into and made effective the 16th day of August 2004 (the “Effective Date”) between CardioVascular BioTherapeutics, Inc. (“CARDIO”), whose principal place of business is at 1700 West Horizon Parkway, Suite 100, Henderson, Nevada 89102, and Phage Biotechnology Corporation (“PHAGE”), whose principal place of business is at 1700 West Horizon Parkway, Suite 100, Henderson, Nevada 89102.
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • Nevada
CardioVascular BioTherapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal place of business at 1700 West Horizon Ridge Parkway, Suite 100, Henderson, NV 89102 , U.S.A. (“Cardio”) and Phage Biotechnology Corporation, a corporation organized and existing under the laws of the State of California, United States of America, with the principal place of business at 1700 West Horizon Ridge Parkway, Suite 100, Henderson, NV 89102 , U.S.A. (“Phage”) (sometimes collectively referred to as “Manufacturer”), and agrees with Cardio Phage International Inc., organized and existing under the laws of the Commonwealth of the Bahamas with its principal place of business at P.O. Box CB-12751 Nassau, New Providence, Bahamas (hereinafter called “Distributor”), as follows:
CLINICAL RESEARCH SERVICES AGREEMENTClinical Research Services Agreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • Maryland
This AGREEMENT, entered into as of October 24, 2001, is by and between Clinical Cardiovascular Research, LLC, a limited liability company established under the laws of the Commonwealth of Virginia, with offices located at Montvale Center, 18310 Montgomery Village Avenue, Suite 620, Gaithersburg, Maryland 20879 (hereinafter referred to as “C2R”), and Cardio Vascular Genetic Engineering, having its principal place of business at 14272 Franklin Avenue, Suite 110, Tustin, CA 92780 (hereinafter referred to as “Sponsor”).
EXHIBIT D GUARANTY OF SUBLEASEGuaranty of Sublease • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc.
WHEREAS, The Regents of the University of California, hereinafter “Sublandlord”, and Phage Biotechnology Corporation, hereinafter “Subtenant”, are about to execute a document entitled “Sublease Agreement” dated August 24, 2004 concerning the premises commonly known as 101 Theory, Suite 200, Irvine, California, containing approximately 11,091 rentable square feet wherein Sublandlord will Sublease the premises to Subtenant, and
TENANT’S ASSIGNMENT OF LEASE WITH CONSENT BY LANDLORD AND ASSUMPTION BY ASSIGNEEOffice Lease Agreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • Nevada
This Assignment shall not relieve Assignor from liability for payment of Rent or from the obligation to keep and be bound by the terms, conditions and covenants of the Lease. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver of any of the provisions of the Lease or consent to the assignment or subletting of the premises.
AGREEMENTAgreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • Nevada
This Agreement (the “Agreement”) is entered into and made effective the 30th day of August 2004 (the “Effective Date”) between CardioVascular BioTherapeutics, Inc. (“CARDIO”), whose principal place of business is at 1700 West Horizon Parkway, Suite 100, Henderson, Nevada 89102, and Dr. Thomas Joseph Stegmann, an individual residing in Fulda, Germany (“STEGMANN”). CARDIO and STEGMANN may be referred to herein collectively as the “Parties.”
