Samaritan Pharmaceuticals, Inc. and Samaritan Pharmaceuticals Ireland Ltd., agreement with Pharmaplaz Ltd., Research, Development and Commercialization Collaboration Agreement

Samaritan Pharmaceuticals, Inc. and Samaritan Pharmaceuticals Ireland Ltd., agreement with Pharmaplaz Ltd., Research, Development and Commercialization Collaboration Agreement

This Agreement (“Licensing Collaboration”) between Samaritan Pharmaceuticals, Inc. and Samaritan Pharmaceuticals Ireland Ltd. (“Samaritan”) with Pharmaplaz Ltd. (“Pharmaplaz”) is made and entered into as of this 9th day of March, 2007. Samaritan and Pharmaplaz have entered into this agreement for the purpose of allocating between the parties certain rights relating to an SP-01A project to be carried out by Pharmaplaz and Samaritan (hereinafter referred to as the “PARTIES”).

1. Licensing Collaboration Samaritan hereby issues a collaboration license to Pharmaplaz for SP-01A (an HIV oral entry inhibitor) which includes all pending or issued patent rights, technology rights, technical know how, and rights to inventions made by Samaritan.

2. Financial and Contractual Terms

a. Upon execution of this Licensing Collaboration, Pharmaplaz agrees to pay Samaritan as follows:

b. Samaritan will