STRATEGIC MASTER SERVICES AGREEMENT

Exhibit 10.25

STRATEGIC MASTER SERVICES AGREEMENT

This Strategic Master Services Agreement (this “Agreement”) is made as of January 22, 2009 (the “Effective Date”) by and between Cato Holding Company d/b/a Cato BioVentures , a North Carolina corporation (“CBV”), and Cordex Pharma, Inc., a Nevada corporation (“Cordex”).   Each of CBV and Cordex may be referred to herein separately as a “Party” and collectively as the “Parties.”  As used in this Agreement, “Affiliates” means any corporation, firm, partnership, or other entity which is controlled by or is under common control with a Party.  For the purpose of this definition, “control” shall mean the power to direct, or cause the direction of, the management and policies of an entity through the ownership of at least fifty percent (50%) of the voting share capital of such entity or any other comparable equity, by contract, or by ownership interest.

WHEREAS, Cordex is engaged in the evaluation and development of new biologics, pharmaceutical agents, medical devices and/or other life sciences technologies (collectively, “Products”); and

WHEREAS, Cato Research Ltd., a North Carolina corporation (“CRL”), an Affiliate of CBV, is a contract research and development organization providing a broad range of services for the evaluation, development and commercialization of Products (“CRO Services”); and

WHEREAS, Cordex wishes to hire CBV, and CBV wishes to be hired by Cordex, to assist Cordex with certain aspects of the evaluation and development of Cordex’s Products as specified by Cordex from time to time, and which assistance it is understood will be undertaken by CRL; and

WHEREAS , Cordex and CBV desire to enter into a long-term strategic development relationship with respect to specific tasks for the development of Cordex's Products; and

WHEREAS , for strategic business development purposes, CBV has agreed to receive a portion of its compensation under this Agreement in the form of Cordex’s equity securities as set forth in Exhibit B hereto.

NOW, THEREFORE, in consideration of the foregoing premises and the promises, benefits, rights, and obligations set forth below, the Parties agree as follows:

1.

CRO Services .  CBV shall arrange for the provision of CRO Services to Cordex by CRL, as reasonably requested by Cordex from time to time, in accordance with this Agreement.

2.

Request for CRO Services .

2.1

If Cordex wants CRL to perform CRO Services, Cordex shall provide CBV with sufficient information to enable CBV to understand the CRO Services being requested and time limitations or other constraints on the project.  Within ten (10) business days of its receipt of this information, CBV shall determine in its sole discretion whether it wishes to arrange for performance of the CRO Services requested by Cordex and, if it wishes to undertake such CRO Services, then CBV shall submit to Cordex a written “Work Order Request” setting forth the CRO Service specifications, the estimated fees and expenses and the milestone upon which the Bonus Payment set forth in Section 4.3 will be paid.  Cordex shall have ten (10) business days from its receipt of the Work Order Request to review, approve, and return it to CBV.  If Cordex does not sign and return the Work Order Request to CBV within ten (10) business days, CBV shall not be obligated to perform the CRO Services described in the Work Order Request.

2.2

If, from time to time, CBV considers information from Cordex concerning requested CRO Services to be inadequate, or if Cordex considers the CRO Service specifications, fees, expenses or other terms presented by CBV in a proposed Work Order Request to be unacceptable, then Cordex and CBV shall use reasonable efforts to negotiate in good faith and in a timely manner to reach a mutually acceptable exchange of information and terms of the Work Order Request.

2.3

Upon execution and delivery of a Work Order Request by authorized representatives of each of CBV and Cordex, the Work Order Request shall become part of this Agreement and shall be known as a “Work Order.”  In the event of a conflict between a Work Order and this Agreement, the terms of this Agreement shall control unless otherwise specifically stated in the Work Order.

2.4

The Parties agree that only Amir Pelleg or James Kuo are authorized to sign a Work Order Request on behalf of Cordex, unless CBV is notified in writing otherwise by Cordex.

3.

Specification and Amendment of CRO Services .

3.1

CBV shall arrange for performance by CRL of the CRO Services in accordance with the specifications, instructions, and guidelines in each Work Order and this Agreement in all respects.  The Parties shall work together in good faith to ensure that each Work Order clearly describes all methods, requirements, and obligations (other than those set forth in this Agreement) related to the CRO Services to be performed.  In the event a Work Order is unclear, ambiguous, or permits different understandings of the CRO Services to be performed, the Parties shall use good faith efforts to resolve such ambiguity, it being understood that such resolution may result in increased costs.

3.2

A Work Order may only be amended in writing with the signature of both Parties.

4.

Compensation .

4.1

Simultaneously with the parties’ execution of this Agreement, Cordex shall pay, in cash, all outstanding invoices for work performed by Cato Research

4.2

Cordex shall pay CBV for the CRO Services and expenses in accordance with CRL’s current rates or in accordance with a fixed fee, as specified in the Work Order governing such CRO Services.  Cordex shall reimburse CBV for out-of-pocket expenses reasonably incurred and documented in performance of the CRO Services under this Agreement including, but not limited to, telephone, facsimile, messenger, postage and other communication costs, document copying and retrieval, on-site and off-site storage fees, computer research fees and filing fees , reasonable transportation, lodging, and meal expenses for travel to sites away from CBV’s office  (collectively, “Expenses”) provided however that advanced written approval is required from Cordex for any expense which exceeds five hundred dollars ($500).  Travel time shall be billed as work time, with the understanding that, to the extent practical, travel time shall be used to perform CRO Services for Cordex.

4.3

In addition to the amount due pursuant to Section 4.2, within thirty (30) days of the completion of the Bonus Payment milestone set forth in each Work Order, CBV shall be paid a bonus in the amount set forth on Exhibit B.

4.4

All payments other than those in the form of stock certificates shall be sent to CBV via wire transfer per wire instructions which shall be provided by CBV to arrive by the due date, as specified below.  Except as otherwise set forth on Exhibit B, Cordex shall pay CBV for all CRO Service fees and Expenses within forty-five (45) days of the date of the invoice for such fees and Expenses is received.  If Cordex disputes the amount due, then Cordex must notify CBV of such dispute on or before the payment due date.  Both parties shall act in good faith to promptly resolve such dispute .  If all or any portion of an invoice remains unpaid forty-five (45) days after the date of the invoice is received by Cordex, then the unpaid and undisputed amount shall accrue an administration fee of 1.25% per month from the date of the invoice until paid.  Cordex shall reimburse CBV on demand for all reasonable out-of-pocket costs and expenses CBV incurs in enforcing payment of an overdue invoice, including, without limitation, attorneys’ fees and expenses other than those payments that are reasonably in dispute.  Payments received from Cordex by CBV on an overdue invoice shall be first applied to costs of collection, then to accrued interest, and then to the unpaid balance of the invoice.  If Cordex has more than one overdue invoice, CBV may, in its discretion, allocate collection costs among the invoices and apply payments against the invoices .

4.5

Notwithstanding any of the foregoing provisions of Sections 4.1 and 4.2 or of any Work Order to the contrary, the special compensation arrangement set forth in Exhibit B to this Agreement will apply to the first one million dollars ($1,000,000) of CRO Services provided by CBV under this Agreement.

4.6

CBV may in its sole discretion suspend its performance of CRO Services if an undisputed invoice is ninety (90) days or more overdue and CBV may refrain from resuming performance of CRO Services until all overdue undisputed invoices have been paid in full.

4.7

In the event Cordex perceives there is a problem with the performance of any CRO Services such that it believes the Services should be suspended until the issues are resolved,  Duska shall so notify CBV, and upon receipt of such notification CBV Cordexsuspsend  all CRO Services until the matter causing suspension of payments is resolved or the applicable Work Order(s) is terminated by either Party.  Cordex understands and agrees that such suspension of Services may result in any additional costs and any resolution of the suspension may require an amendment of the Work Order to deal with such costs.

4.8

 Any and all payments made hereunder are nonrefundable except that payments made by Cordex to CBV may be refunded if both parties agree such refund is necessary to correct an error, accounting or otherwise, made.

5.

Term and Termination .

5.1

The term of this Agreement shall be one (1) year from the Effective Date and it shall automatically renew for additional one (1) year terms unless, at least sixty (60) days before the expiration of any one (1) year term, a Party gives written notice to the other Party that it does not want to renew this Agreement; provided, however, that if the term of a Work Order extends beyond the term of this Agreement, then this Agreement will continue in effect as to that Work Order (only) until the completion or termination of such Work Order and all wind-down CRO Services related to such Work Order.

5.2

Either Party may terminate a Work Order upon the other Party’s material default under this Agreement with respect to such Work Order, provided that the terminating Party has given the defaulting Party no less than thirty (30) days’ prior written notice of such default and the defaulting Party has not cured such default by the end of the notice period.

5.3

Either Party may terminate a Work Order at any time upon no less than sixty (60) days’ prior written notice to the other Party.

5.4

 Upon early termination of a Work Order, Cordex shall pay CBV for all CRO Services rendered and Expenses incurred through the date of termination in the amounts and form specified in Section 4 above and, if applicable, Exhibit B; provided that in the event of early termination of any or all Work Orders, CBV’s compensation under fixed fee arrangements or for partially completed milestones shall be made on a time and materials basis in accordance with CRL’s current rates, and CBV shall be paid for all CRO Services performed and Expenses incurred through the date of termination.

5.5

Notwithstanding the terms of Section, 5.4, upon early termination of a Work Order by Cordex due to a material breach on the part of CRO, Cordex may withhold from the payments to be made under Section 5.4 such amounts as Cordex reasonably and in good faith believes would be the amount required to redo the work undertaken in a manner inconsistent with the terms of Section 3.1, provided that any such withholding:  (i) shall be estimated based on the balance remaining due under Work Order as agreed upon between the parties and not any material changes Cordex might make if executing a new agreement with a different vendor to undertake the work; and (ii) shall relate exclusively to the Work Order terminated for cause and not to any other Work Order under this Agreement.  It is understood and agreed that CRO may challenge the amount withheld via the Dispute Resolution terms of Section 24.

5.6

If a Work Order is terminated by CBV pursuant to Section 5.2 or if Cordex terminates a Work Order pursuant to Section 5.3, then, in addition to payments made under Section 5.4, Cordex shall (a) reimburse CBV for any and all non-cancelable obligations of CBV to third parties (other than CRL) related to the terminated Work Order , and (b) Cordex shall also pay CBV (i) fifteen (15%) of the estimated remaining unbilled amounts associated with the Work Order if the termination is due to discontinuance of the clinical trial being performed by CBV under the Work Order or (ii) twenty percent (20%) of the estimated remaining unbilled amounts associated with the Work Order in all other circumstances; in each of (i) and (ii) if the Work Order is based on a fixed fee then CBV shall be entitled to the applicable percentage of the remaining fixed fee after deduction of the payments already made for services CBV shall use its best efforts to mitigate any costs to Cordex and avoid incurring any non-cancelable obligations after its receipt of notice of termination.

5.7

If Cordex terminates a Work Order under Section 5.4 and concurrently requests that CBV provide CRO Services of equal or greater value than the amount of the terminated Work Order, then CBV and Cordex shall review such request and, attempt in good faith to negotiate a new Work Order in accordance with Section 2; provided however that CBV shall have no obligation to undertake a new Work Order if (a) CBV cannot provide the requested services under the specified time limitations; (b) CBV would not have accepted the work absent the termination of the prior Work Order;  or (c) CBV believes, in good faith, that the business relationship between the parties has deteriorated such that it should not continue to undertake new Work Orders for Cordex.  If a replacement Work Order is executed, then CBV shall waive its right to receive the payment under Section 5.6.  Notwithstanding the foregoing, if within ten (10) working days following submission of such request by Cordex, CBV notifies Cordex that CBV does not wish to perform such Work Order Request, or if Cordex does not, within ten (10) business days following receipt of the Work Order Request from CBV execute such Work Order Request, then Cordex shall be obligated to pay CBV the amount specified in Section 5.6.

5.8

Upon early termination of a Work Order, CBV shall inform Cordex of the extent to which it expects work in progress to be completed as of the termination date and CBV shall (unless otherwise instructed by Cordex) take steps to wind down work in progress in an orderly fashion.  In addition to all other amounts payable to CBV, Cordex shall pay CBV for such wind-down CRO Services on a time and materials basis at CBV’s current rates for all reasonable and customary wind-down CRO Services performed and Expenses incurred by CBV.  If Cordex instructs CBV not to complete such wind-down CRO Services, CBV shall, upon notification of the termination of the Work Order, promptly cease providing CRO Services and incurring costs to the extent practicable.  In any such event, Cordex shall be deemed to have released CBV from all legal liability and to have covenanted not to sue CBV on any claims related to failure to perform and the failure to complete reasonable and customary wind-down CRO Services.

5.9

In addition to termination of this Agreement under Sections 5.1-5.3, at any time CRO Services under all Work Orders have been completed and there is no request for CRO Services pending, either Party may terminate this Agreement by giving written notice of termination to the other Party.

5.10

Upon early termination or expiration of a Work Order, CBV may, upon Cordex’s request, return all files and other materials in its possession related to such Work Order to Cordex at Cordex’s expense.  

6.

Location of CRO Services .  The CRO Services shall be performed at CRL’s facilities or at such other places as are mutually agreed upon by CBV and Cordex.

7.

Confidential Information.

7.1

For purposes of this Section, the Party disclosing Confidential Information is known as “Disclosing Party” and the Party receiving information is known as “Receiving Party.”

7.2

"Confidential Information" of the Disclosing Party is defined as all non-public disclosures by the Disclosing Party or its Affiliates, whether written or verbal, including, but not limited to, Disclosing Party’s business plans, financial data, proprietary software, technology under development, and marketing information, and any information, software, or other materials created by Receiving Party using, reflecting or including any part of the Confidential Information.  Disclosing Party shall mark all tangible embodiments of Confidential Information as such prior to providing it to Receiving Party  Confidential Information does not include information that, as evidenced by Receiving Party’s written records: (a) is in the public domain when Disclosing Party discloses it to Receiving Party; (b) enters the public domain after Disclosing Party’s disclosure to Receiving Party and without any fault of Receiving Party; (c) was known to Receiving Party prior to the disclosure by Disclosing Party, free of any obligation of confidence ; (d) is independently developed by Receiving Party without reference to the Confidential Information; or (e) is communicated by a third party to Receiving Party free of any obligation of confidence.

7.3

Receiving Party shall neither use nor reproduce Disclosing Party’s Confidential Information except as necessary for the purpose of performing its obligations under this Agreement.  Upon completion of the obligations under this Agreement that use the Confidential Information, or upon termination of this Agreement, Receiving Party shall, when requested by Disclosing Party in writing, promptly return to Disclosing Party all of the Confidential Information provided by Disclosing Party, except that Receiving Party may retain one (1) copy for recordkeeping purposes.

7.4

Receiving Party shall not disclose, without the prior written consent of Disclosing Party, any of Disclosing Party’s Confidential Information to any third party other than Receiving Party’s, and its Affiliates’, directors, officers, employees, agents and consultants, hospital or institution authorities, Institutional Review Board members, clinical investigators, and others who must be involved in fulfilling Receiving Party’s obligations under this Agreement and who, in each case, (a) need to know such information for the purposes of performing such obligations and (b) are bound by obligations of confidentiality and non-use at least as restrictive as those set forth herein.  Receiving Party shall take commercially reasonable steps to prevent the disclosure or use of any such Confidential Information by Receiving Party’s, and its Affiliates’, directors, officers, employees, agents or consultants except as provided in this Agreement.

7.5

If any Disclosing Party Confidential Information is required to be disclosed by Receiving Party to any government or regulatory authority or court entitled by law to dis