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Consulting Service Agreement-Memorandum of Understanding

Consulting Services Agreement

Consulting Service Agreement-Memorandum of Understanding | Document Parties: Viral Genetics, Inc. | V-Clip Pharmaceuticals, Inc. | University License Equity Holdings, Inc You are currently viewing:
This Consulting Services Agreement involves

Viral Genetics, Inc. | V-Clip Pharmaceuticals, Inc. | University License Equity Holdings, Inc

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Title: Consulting Service Agreement-Memorandum of Understanding
Date: 12/20/2007
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.5
Memorandum of Understanding

This Memorandum of Understanding (this “ Memorandum ”) is entered into by and among Viral Genetics, Inc. , a Delaware corporation (“ Viral Genetics ”), and V-Clip Pharmaceuticals, Inc. ,   a California corporation (“ V-Clip ”), and solely with respect to Section 10 and Exhibit A (ii)-(iii) below, University License Equity Holdings, Inc. , a Colorado nonprofit corporation (“ ULEHI ”), this __ day of November 2007 (the “ Effective Date ”).

This Memorandum is an outline of the general understanding of an agreement to merge V-Clip with and into Viral Genetics and shall be deemed a valid and binding agreement of the parties hereto.  ULEHI is a party hereto for purposes of Section 10 and Exhibit A (ii)-(iii) below only.

1.           Viral Genetics shall perform work to be done by an independent laboratory to determine the viability of the Licensed Process(es) and/or Licensed Product(s) covered by the License Agreement between V-Clip and The Regents of the University of Colorado entered into contemporaneously with this Memorandum (the “ License Agreement ”).  The value of such work shall be equivalent to at least Six Hundred Thousand Dollars ($600,000), which amount may include the in-kind value of work directed to the viability of the Licensed Processes (as defined in the License Agreement) or Licensed Products (as defined in the License Agreement) including, without limitation, work sponsored by the NIH or similar entities.    Dr. Karen Newell, inventor of the licensed technology, will collaborate with Viral Genetics on the experimental design and research site selection and will have the unrestricted right to use the data developed in the course of such work in her research at the University of Colorado.

2.           Viral Genetics shall have the option to require V-Clip to merge with and into Viral Genetics in accordance with all applicable laws, rules and regulations (the “ Merger ”) by delivering to V-Clip written notice of Viral Genetics’ exercise of such option at any time on or before the date that is the one-year anniversary of the Effective Date.  In exchange for their stock of V-Clip in connection with the Merger, V-Clip’s stockholders (“V-Clip Stockholders ”) shall receive securities issued by Viral Genetics as set forth in Exhibit A attached hereto (the “ Merger Securities ”).  Viral Genetics and V-Clip acknowledge and agree that the terms of the Merger and the consideration in the form of the Merger Securities (the “ Merger Consideration ”) have been negotiated between V-Clip and Viral Genetics on an arms-length basis.

3.           Promptly, but no later than fifteen (15) days subsequent to the date of the closing of the Merger (the “ Closing ”), Viral Genetics shall issue to each V-Clip Stockholder stock certificates, option agreements, warrant agreements and any other certificates or agreements representing the Merger Consideration as set forth in Exhibit A attached hereto.

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4.           Viral Genetics hereby represents and warrants to V-Clip that Viral Genetics has 250,000,000 authorized shares of Common Stock, $.0001 par value (“ Common Stock ”), of which 155,532,013 shares are issued and outstanding, and 20,000,000 authorized shares of Preferred Stock, par value $.0001, of which no shares are issued and outstanding. All issued and outstanding shares of Common Stock: (i) have been duly authorized and validly issued, and (ii) are fully paid and non-assessable.  There are no other authorized or outstanding equity securities of any class, kind, or character, and there are no outstanding subscriptions, options, warrants, debt or other agreements, or commitments obligating Viral Genetics to issue any additional shares of its capital stock of any class, or any options or rights with respect thereto, or any securities convertible into, or exchangeable or exercisable for any shares of capital stock of any class as of the date hereof, except as set forth in Exhibit B attached hereto and pursuant to the terms of this Memorandum.  When issued in compliance with the provisions of this Memorandum, the shares of Common Stock issued as Merger Consideration will be validly issued, fully paid and non-assessable.  When issued in compliance with the provisions of this Memorandum and the option agreements and warrant agreements constituting Merger Consideration, the shares of Common Stock underlying such options and warrants will be validly issued, fully paid and non-assessable.  When issued in compliance with the provisions of this Memorandum and any relevant agreements constituting Merger Consideration, the shares of Common Stock underlying any such other Merger Securities will be validly issued, fully paid and non-assessable.

5.           All corporate action on the part of Viral Genetics and V-Clip, and their respective officers, directors and stockholders, necessary for the authorization of this Memorandum has been taken, and with respect to the Merger has been taken or will have been taken at the time of the Closing.

6.           The execution of this Memorandum and the consummation of the Merger will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance on, any property or assets of Viral Genetics pursuant to any indenture, mortgage, deed of trust, agreement, corporate charter, bylaws, contract, or other instrument to which Viral Genetics is a party or by which Viral Genetics may be bound or any law, rule, regulation, qualification, license, order or judgment applicable to Viral Genetics or any of its property.

7.           Viral Genetics has, and as of the Closing will have, filed all reports and made all other filings required to be filed by it under the Securities Act of 1933, as amended (the “ Securities Act ”), and the Securities Exchange Act of 1934, as amended (collectively with the Securities Act, the “ Securities Laws ”), and subsequent to the Effective Date will use its best efforts to file all reports and other

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