Intellicell Biosciences Inc (fka SVFC)

[BigBadWolf]

It has been proven multiple times here of my correct understanding of what is contained wIi the 8K. Links to the entire 8K & all exhibits have been posted by myself for days now, Fact. The below & all associated post will also once again verify my understanding/factual representation of said. None of the above nor below can be logically refuted MBA/CPA
Well the 8k clearly proves part of that to be FALSE & of lacking pertinent info in regards to any fees

Except for when performed for research purposes, AREF shall pay to the Company a fee equal to Two Thousand Five Hundred Dollars ($2,500.00) per Tissue Processing

which is why I also included the Exhibits in said Consultant Agreement in my post(s) & why said Exhibit also prove my earlier point COMPLETELY ACCURATE, my COMPREHENSION of said 8K info COMPLETELY ACCURATE & well the opposing interpretation/view TOTALLY LACKING OF ANY & ALL CREDIBILITY aka COMPLETELY FALSE as PROVEN below

(h) ICB shall make a charitable contribution to the Andrews Foundation of $10,000 PER MONTH

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9850851

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INTELLICELL BIOSCIENCES, INC
LABORATORY SERVICES AND LICENSE AGREEMENT

This LABORATORY SERVICES AND LICENSE AGREEMENT (this “Agreement”), dated as of March 7, 2014 (the “Effective Date”), by and between IntelliCell Biosciences, Inc. a Nevada corporation with offices at 460 Park Avenue, New York, New York 10022 (“ICB”) and The ANDREWS RESEARCH AND EDUCATION FOUNDATION, INC (AREF) __________________ a __________ [corporation/limited liability company] with offices at 1020 Gulf Breeze Pkwy, Gulf Breeze, FL 32561 (“AREF”).

WHEREAS, ICB is the owner or otherwise has developed and/or controls certain Patents and Technology (as hereinafter defined) to be marketed under protected trademarks owned by ICB or its Affiliates, which Patents and Technology are utilized for the purpose of providing tissue processing services (the “Services”) that result in the separation of Adipose Stromal Vascular Fraction from fat tissue; and

WHEREAS, AREF desires to license from ICB certain of the Patents and Technology, engage ICB to provide it with certain training needed to establish a Tissue Processing facility on AREF’s premises for the purpose of utilizing the Technology and providing Tissue Processing services for AREF’s own patients; and

WHEREAS, ICB desires to license to AREF certain of the Patents and Technology, and provide certain training needed to establish a Tissue Processing facility on AREF’s premises for the purpose of utilizing the Technology and providing Tissue Processing services for AREF’s own patients, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements of the Parties contained in this Agreement, the Parties agree as follows:

1.

DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1:

“ Affiliate ” of any Person shall mean with respect to any Person (the “Initial Person”) any Person directly or indirectly controlling, controlled by, or under common control with, the Initial Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and under “common control with?) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Common Stock” the common stock of Intellicell Biosciences, Nevada that is traded on the OTC Bulletin Board.

“ Confidential Information ” shall mean information that was or will be developed, created, conveyed or discovered by or on behalf of either Party, or which became or will become known by, or was or is conveyed to it which has commercial value in its business and includes, but is not limited to, trade secrets, copyrights, patent applications, computer programs, designs, technology, ideas, know-how, processes, compositions, data improvements, inventions (whether patentable or not), works of authorship, work for hire, business and product development plans, customer or patient lists, patient information, policies and procedures, and other similar information received in confidence by or for it, or developed exclusively for it by third parties, from any other person or entity.



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“ Disposables ” shall mean the ICB prescribed supplies to be used in processing of each Specimen in accordance with the ICB Protocol. The list of Disposables may be amended from time to time by ICB in accordance with changes in the ICB Protocol or the identification of alternative sources for such Disposables.

“ Laboratory Facility ” shall mean the facility located within AREFs premises that shall house the Lab Equipment and perform Tissue Processing.

“ Lab Equipment ” shall mean the ICB prescribed suite of equipment as described in Exhibit A attached hereto which shall be owned by AREF and used to perform Tissue Processing pursuant to the terms herein.

“ Party ” shall mean ICB or AREF and, when used in the plural, shall mean ICB and AREF.

“ Patent ” shall mean the patent applications set forth on Exhibit B attached hereto.

“ Person ” shall mean any natural person, corporation, firm, business trust, joint venture, association, university, organization, company, partnership or other business entity, or any government or any agency or political subdivision thereof.

“ ICB Protocol ” shall mean the ICB prescribed procedures and processes to be followed with regard to the handling and processing of the Specimens and the use and maintenance of the Lab Equipment in the Laboratory Facility, which may be changed from time by ICB with prior written notice to AREF. A copy of the ICB Protocol is attached hereto as Exhibit C.

“ Specimen ” shall mean a vial(s) of adipose tissue extracted from a patient and submitted to the Laboratory Facility by AREF for processing into Adipose Stromal Vascular Fraction.

“ Technology ” SPECIFIC TO ICB’S CURRENT TECHNOLOGY AND DOES NOT INCLUDE ANY POTENTIAL TECHNOLOGY DEVELOPED WITHIN AREF UNLESS JOINTLY DEVELOPED UTILIZING ICB’S CURRENT TECHNOLOGY

“ Third Party ” shall mean any Person who or which is neither a Party nor an Affiliate of a Party.

“ Trademarks ” shall mean the trademarks set forth on Exhibit D attached hereto.

“ Tissue Processing ” shall mean the separation of Adipose Stromal Vascular Fraction from fat tissue utilizing the Technology.



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2.

REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF ICB

(a) ICB represents and warrants to AREF that:

(i) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ICB corporate action;

(ii) this Agreement is a legal and valid obligation binding upon ICB and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which ICB is a Party or by which it is bound;

(iii) ICB has the full right and legal capacity to grant the rights granted to AREF hereunder without violating the rights of any Third Party;

(b) ICB will provide AREF with marketing materials during the Term to promote the sale of the Services.

(c) ICB will donate the Laboratory Equipment. The Lab Equipment shall at all times be the property of AREF. ICB will supply all necessary SOPs and training to AREF .

(d) ICB represents and warrants to AREF that it will comply with all applicable laws, rules and regulations (“ Applicable Laws ”), including, but not limited to, the Health Insurance Portability and Accountability Act (“ HIPAA ”) of 1996 and FDA 361 CFR 1271.10 (a) and CFR 1271.15 (b). and its implementing regulations. If ICB fails to comply with Applicable Laws, ICB shall, without additional charge to AREF, correct or revise any errors or deficiencies in items or services furnished under this Agreement. Failure by ICB to comply with any Applicable Law shall be considered a material breach of this Agreement. Upon the request of AREF, ICB shall provide AREF with a copy of all of its relevant licenses, registrations and credentials (and any renewals thereof).

(e) ICB represents that it will obtain permission for any press releases or public releases involving the AREF.

(f) ICB agrees that any new technology that AREF creates that is exclusive of ultrasonic cavitation will belong to AREF, except ICB shall have the rights to the data of any study jointly conducted between AREF and ICB.

(g) ICB agrees to file an IRB on FDA ClinicalTrials.gov for Osteoarthritis of the Knee in then next 90 days MUST ALSO PASS THROUGH AREF SCIENTIFIC REVIEW COMMITTEE AND IRB.

(h) ICB shall make a charitable contribution to the Andrews Foundation of $10,000 PER MONTH

(i) ICB shall grant 6,666,666 shares of common stock traded on the OTC to AREF upon the commercial opening of the stem cell treatment center at the Andrews Institute in Gulf Breeze FL

(J) ALL LABORATORY EQUIPMENT REFERENCED IN THIS AGREEMENT WILL BE DONATED TO AREF.


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