Replies to post #76868 on Intellicell Biosciences Inc (fka SVFC)

[BigBadWolf]

which is exactly why I use ALL of ole Victor's own words not just tidbits (which I also included in my post btw) as it is Victor's own words I use as his lack of verbal skills almost matches.....well.....that is obvious, as in that same paragraph & section of the 8k is this

so once again ;-) Nice SVFC payout for Andrews & company

Consulting Agreement

On March 11, 2014, the Company executed a Consulting Agreement (the “ Consulting Agreement ”) with Dr. James Andrews, effective March 7, 2014, pursuant to which Dr. Andrews shall serve as Chairman of the Intellicell Orthopedic Cellular Therapy Advisory Board. The initial term of the Agreement shall be for a period of ten (10) years unless extended as provided in the Agreement or unless terminated by either party with thirty (30) days advance written notice to the other party. In consideration for Consultant’s services, the Consultant shall be paid a monthly fee and make a monthly charitable contribution to the Andrews Foundation after the Company closes a Capital Raise (as defined in the Consulting Agreement), and the amount of such monthly fee and monthly charitable contribution shall be determined based on the amount raised in the Capital Raise. For example, if the value of the Capital Raise is equal to or greater than $2,000,000 but less than $15,000,000, the monthly fee payable to the Consultant thereafter shall be equal to $30,000 (with $6,000 of such amount payable to Dr. Michael Immel) with a charitable contribution of $10,000 payable to the Andrews Foundation thereafter for the term of the Consulting Agreement.

Furthermore, commencing on March 1, 2014 and ending on May 1, 2017, on each of March 1, June 1, October 1 and January 1 during such period, the Company shall issue and the Consultant shall be entitled to receive non-qualified stock options to purchase a number of shares of the Company’s common stock equal to 750,000 divided by the average of the closing bid price per share of such common stock for the ten (10) trading days immediately prior to the date of issuance, subject to certain adjustments as set forth in the Consulting Agreement. The options have a strike price of $0.0058 per share and are exercisable for ten (10) years. A portion (13.33%) of such options will be issued to the Andrews Foundation (and Dr. Immel shall receive 20% of such options). In addition, The Company shall issue to the Consultant 6,666,666 shares of its common stock based on the market price at the date of the execution of the License Agreement (see description above), as well as 2,000,000 shares to Dr. Immel and 1,333,333 shares to the Andrews Foundation. Additionally, 1,000,000 shares shall be issued to the Consultant, 200,000 shares shall be issued to Dr. Immel and 133,333 shares shall be issued to the Andrews Foundation upon FDA approval of the Company’s Stromal Vascular Fraction Cell injection for treatment of osteoarthritis.

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

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

& shows exactly what I have posted all along ;-) & then there is this as well ;-)

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

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9850851
& then this as well ;-)

DEFINITIONS

“ 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.

so not only was all said

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

said Laboratory Equipment supplied @ no cost will also

be owned by AREF

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

btw those monthly fees & charitable contributions have been going on for months already.

[InforichIH]

Cazual, you are making your case on a quote from page 2 of the 8-K filing, basically a compressed summary statement. In this case, not the best source IMO.

The details of the agreements are clearly stated in the two exhibits (quoted from text):

"Exhibit 10.1

Laboratory Services and License Agreement, dated effective March 7, 2014, by and between the Company and The Andrews Research and Education Foundation, Inc.

Provided herewith

Exhibit 10.2

Consulting Agreement, dated effective March 7, 2014 by and between the Company and Dr. James Andrews

Provided herewith"

Where statements are unclear or can be interpreted more than one way, their meaning is governed by clearer statements. That's how I've always regarded contracts I've reviewed (not as a lawyer, but as an information manager for partnership senior management). Let's have another look at those clearer statements (selected segments).

"LABORATORY SERVICES AND LICENSE AGREEMENT

2. REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF ICB

(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 .

(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"

Item (h) is, I believe, conclusive.

Since we both want the parties to the agreements to "live long and prosper" I think clear ideas about what they have done, are doing, and hope to do, is in the best interest of investors in their ventures. We also want to celebrate the health of many and be among those who benefit from their medical and financial accomplishments. Let's agree on that.

Best, Info