exh10_1.htm


    EXHIBIT
      10.1

    



    AMENDED
      AND RESTATED

    LICENSE
      AGREEMENT

     

    This
      amended and restated license agreement (the “Agreement”) is made on the 25th day
      of October, 2007 effective as of the 26th day of September, 2006, by
      and between Argyll Biotechnologies, LLC, a closely-held Delaware limited
      liability company having a principal office at 4225 Executive Square, Suite
      260,
      La Jolla, California 92037 (“Argyll Biotech”), and Immunosyn Corporation, a
      Delaware corporation having a principal office at 4225 Executive Square, Suite
      260, La Jolla, California 92037 (“Immunosyn”), either or both of which may be
      referred to as a Party or the Parties to this Agreement.

     

    In
      consideration of mutual promises, covenants and representations contained in
      this Agreement, Argyll Biotech and Immunosyn hereby agree as
      follows:

     

    Definitions

     

    “SF-1019”
      as used herein shall mean one or more pharmaceutical products for a Licensed
      Use
      that:  (i) is owned by or licensed by Argyll Biotech and described
      and/or claimed in U.S. Patent Application, Publication No. 20050042635, entitled
      “Prophylactic and Therapeutics Benefits of a New Class of Immune Stimulating
      Peptides” including any divisional, continuation, reexamination and reissue
      applications and all counter-part national stage applications and any patents
      resulting from such applications (collectively the “Willeford Patents”), (ii) is
      developed during the term of this Agreement using technology described in the
      Willeford Patents and chemically similar to those pharmaceutical products
      described and/or claimed in the Willeford Patents; and/or (iii) is a replacement
      for or an improvement of a pharmaceutical product defined under (i) or (ii)
      of
      this paragraph.

     

    “Licensed
      Use” as used herein shall refer to the treatment, alleviation, and/or prevention
      of a disease or pathological condition in a human or animal, including, but
      not
      limited to, chronic inflammatory demyelinating polyneuropathy (“CIPD”), diabetic
      neuropathy, diabetic ulcers, diabetes myelitis, and human immunodeficiency
      virus
      infection.

     

    1.    BACKGROUND

     

    1.1           Argyll
      Biotech has identified and is investigating a novel class of pharmaceutical
      products, one of which is referred to as SF-1019, that increases the efficacy
      of
      the mammalian immune system and the ability of a mammal to resist and/or
      overcome a viral infection and immune system disorders.

     

    1.2           Argyll
      Biotech has assumed the organization, management and administration of the
      continued development of SF-1019, including, but not limited to, all financial
      commitments and requirements associated with the necessary analysis of
      SF-1019.  Based on preliminary experiments, SF-1019 is an effective
      treatment for a plurality of viral and immune system disorders including
      conditions related to CIDP, diabetes myelitis, and human immunodeficiency virus
      infection.  Argyll Biotech intends to develop and procure regulatory
      and other approval for the marketing, sale and distribution of one or more
      commercial forms of SF-1019.

     

    1.3           Immunosyn
      was organized and capitalized for the purpose of marketing, distributing and
      selling SF-1019 and other novel bio-pharmaceutical products throughout
      the   

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    world. 
      Following its formation and capitalization, Immunosyn has committed to raising
      a
      substantial amount of capital that will be used, in part, to finance a marketing
      and distribution network for those products.

     

    1.4           Argyll
      Biotech now desires to license to Immunosyn, and Immunosyn now desires to
      procure a license from Argyll Biotech, for the marketing, sale and distribution
      of SF-1019 for the Licensed Use pursuant to the terms, conditions, and
      limitations described in this Agreement.

     

    2.           GRANT
      OF RIGHTS

     

    2.1           Subject
      to the terms and conditions of this Agreement, Argyll Biotech grants to
      Immunosyn an exclusive, worldwide commercial license to market, distribute,
      sell, and promote SF-1019 solely for the Licensed Use.  Unless
      expressly stated herein, no other license and rights are granted by Argyll
      Biotech.

     

    2.2           Subject
      to the terms and conditions of this Agreement, Argyll Biotech hereby grants
      to
      Immunosyn an exclusive, worldwide license to any and all intellectual property
      which is owned by, assigned to or licensed by Argyll Biotech for the sole
      purpose of marketing, distribution, sale and promotion of SF-1019 for the
      Licensed Use.

     

    2.3           Immunosyn
      does not have the right to sublicense the rights granted under Section 2.1
      to
      any third party including without limitation any subsidiaries or affiliates
      of
      Argyll Biotech absent the express written agreement of Argyll
      Biotech.

     

    2.4           (a)           Argyll
      Biotech further grants to Immunosyn the non-exclusive, worldwide right to use
      trademarks, service marks, logo, and other source-identifying indicia that
      Argyll Biotech may create for SF-1019 (the “Trademarks”).

     

    (b)           All
      use of Trademarks by Immunosyn shall clearly indicate that Argyll Biotech is
      the
      owner of the Trademarks.  At least ten business days prior to any new
      use of Trademarks, Immunosyn shall provide Argyll Biotech with samples of
      proposed literature and advertising using the Trademarks for approval by Argyll
      Biotech.  If no objection is received from Argyll Biotech within five
      business days of receipt of such samples, Immunosyn may use the Trademarks
      in
      the manner used in the samples submitted for approval.

     

    (c)           If
      necessary in any country to permit Immunosyn to use the Trademarks, Argyll
      Biotech shall make application to register Immunosyn as a permitted user or
      registered user of the Trademarks and, if necessary, or if requested by Argyll
      Biotech, Immunosyn undertakes to join in such application and to take such
      action as may be necessary or requested by Argyll Biotech to implement such
      application or retain, enforce or defend the Trademarks.  If necessary
      in any country to maintain Argyll Biotech’s rights in the Trademarks, Immunosyn
      shall enter into a registered user agreement or permitted user agreement
      regulating its use of the Trademarks.

     

    (d)           Immunosyn
      acknowledges that Argyll Biotech is the owner of the
      Trademarks.  Immunosyn shall not at any time do, cause to be done, or
      permit any act or thing inconsistent with, contesting or in any way impairing
      or
      tending to impair such ownership.  

     

    
      
        
        

      

      
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    Immunosyn
      agrees that all use of the Trademarks by Immunosyn shall inure to the benefit
      of
      and be on behalf of Argyll Biotech.  Immunosyn acknowledges that
      nothing in this Agreement shall give Immunosyn any right, title or interest
      in
      the Trademarks other than the right to use the Trademarks in accordance with
      this Agreement.  Immunosyn agrees that it will not challenge the title
      or ownership of Argyll Biotech to the Trademarks or attack or contest the
      validity of the Trademarks.

     

    (e)           Argyll
      Biotech, in consultation with Immunosyn, shall register and maintain the
      Trademarks, or cause the Trademarks to be registered and maintained, in those
      countries in which such Trademarks shall be used, at Argyll Biotech’s sole
      expense.  If either Party learns of any actual, alleged or threatened
      unauthorized use or other infringement of the Trademarks by others in any
      country, that Party agrees to promptly notify the other Party of such
      unauthorized use or other infringement.  Argyll Biotech shall use
      reasonable efforts, as determined in its sole and unfettered discretion, to
      retain, enforce or defend the Trademarks.

     

    (f)           To
      the extent permitted by law, all labeling, packaging, literature, promotional
      material and advertising for a SF-1019 that is marketed, distributed or sold
      by
      Immunosyn in any country shall contain Argyll Biotech’s name and logo with
      comparable prominence as the name and logo used by Immunosyn.  To the
      extent practicable, or as required by applicable law to protect the Trademarks,
      Immunosyn shall include on any material bearing any Trademarks an
      acknowledgement that such Trademark is the property of the Argyll
      Biotech.

     

    2.5           At
      any time during the first five (5) years after execution of this Agreement
      (the
“Option Period”), Immunosyn shall have, and Argyll Biotech hereby grants to
      Immunosyn, a right of first negotiation to enter into an arrangement with Argyll
      Biotech (including, without limitation, any co-development, co-promotion,
      research and development, commercialization or intellectual property license
      agreement, joint venture, partnership, or other partnering relationship) for
      the
      licensing of any intellectual property or know-how owned by Argyll Biotech,
      or
      to which Argyll Biotech has an exclusive license, involving compounds or
      products which are not part of SF-1019 (“License Relationship”).

     

    (a)           In
      the event that Argyll Biotech is interested in establishing a License
      Relationship with a third party during the Option Period, Argyll Biotech shall
      give written notice thereof to Immunosyn, together with any and all materials
      and relevant information and data regarding the subject matter of such proposed
      License Relationship that Argyll Biotech has in its possession or
      control.

     

    (b)           With
      respect to each License Relationship, Immunosyn shall have ninety (90) days
      after receipt of such written notice and all such information and data to enter
      into a non-binding letter of intent with Argyll Biotech containing the proposed
      material terms of an agreement regarding the License
      Relationship.  During such 90-day time period, Argyll Biotech shall
      not negotiate such a License Relationship with any third party.  In
      the event that Immunosyn and Argyll Biotech do not enter into a non-binding
      letter of intent as aforesaid, Argyll Biotech shall be free to proceed to
      negotiate with any third parties as it deems appropriate without any further
      obligation to Immunosyn.

     

    
      
        
        

      

      
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    2.6           To
      facilitate the marketing, sale and distribution rights licensed to Immunosyn
      under this Agreement Argyll Biotech grants to Immunosyn full access to Argyll
      Biotech’s research and development files and activities, including without
      limitation medicinal chemistry, screening, clinical trial protocols and results,
      and other similar materials, relating to SF-1019 all at such times and under
      such conditions as the Parties may agree to avoid disruption and interference
      with the orderly operation of Argyll Biotech’s research and
      development.

     

    2.7           All
      rights not expressly granted in this Agreement are reserved by Argyll Biotech,
      and no implied licenses shall be deemed granted to Immunosyn by contract or
      by
      law.  Without limitation on the foregoing, Argyll Biotech reserves all
      rights to make SF-1019 or have SF-1019 made by others on its
      behalf.

     

    3.           DEVELOPMENT
      AND REGULATORY MATTERS

     

    3.1           (a)           The
      Parties acknowledge that Argyll Biotech is in the process of preparing to submit
      an initial regulatory registration application for use of SF-1019 with respect
      to a Licensed Use with one or more regulatory bodies, such as the United States
      Food and Drug Administration or a foreign regulatory bodies (the “Initial
      Regulatory Filing”).  Until the Initial Regulatory Filing is made and
      continuing indefinitely thereafter, Argyll Biotech shall be solely responsible
      for conducting clinical studies and all other regulatory matters, manufacturing
      matters and/or pre-clinical studies necessary to support, prepare and file
      the
      Initial Regulatory Filing, and Argyll Biotech shall use all commercially
      reasonable efforts necessary to make such Initial Regulatory
      Filing.  Argyll Biotech shall keep Immunosyn informed as to the status
      of such efforts, shall permit Immunosyn to review and privately to Argyll
      Biotech comment on the Initial Regulatory Filing and each subsequent regulatory
      filing during each filing’s preparation, and shall consult with Immunosyn
      regarding the preparation of the Initial Regulatory Filing and each subsequent
      filing.

     

    (b)           Promptly
      after the execution date of this Agreement, Argyll Biotech shall deliver to
      Immunosyn copies of relevant and material data, studies and other written
      materials in Argyll Biotech’s possession as of the execution date of this
      Agreement relating to SF-1019, its predecessors and cognates, including without
      limitation any necessarily related patents, patent applications and
      know-how.

     

    (c)           During
      the term of this Agreement:  (i) each Party shall provide to the other
      Party any material data or other information relating to SF-1019, including
      without limitation any such information relating to patents, patent applications
      and know-how, from time to time as such data and information is developed or
      acquired by such Party; and (ii) each Party shall deliver to the other Party
      all
      data relating to SF-1019 studies being conducted by or on behalf of either
      Party
      promptly after such data become available.

     

    (d)           All
      such data and information exchanged or required to be exchanged by the Parties
      pursuant to this Section 3.1 shall be owned by Argyll Biotech, whether in Argyll
      Biotech’s possession or control as of the execution date of this Agreement or
      developed by any Party during the term of this Agreement.  Argyll
      Biotech hereby grants Immunosyn the right to use all such data and information
      Immunosyn in accordance with its obligations and license rights under this
      Agreement.

     

    
      
        
        

      

      
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    3.2           Argyll
      Biotech shall own all regulatory approvals that may result from the Initial
      Regulatory Filing or subsequent filings in any country or territory in which
      such filings are made (each a “Registration”), including, without limitation,
      Registrations granting pricing and reimbursement approvals for any country
      or
      territory as the same may be granted or issued by the appropriate regulatory
      body for such country or territory.

     

    3.3           (a)           Within
      one hundred eighty (180) days after the execution date of this Agreement, Argyll
      Biotech may prepare and submit to Immunosyn, a clinical budget containing the
      budget for the conduct of proposed clinical development plans for the
      development of SF-1019 for calendar years 2007 through and including 2009,
      on a
      calendar year-by-calendar year basis (such budgets, as modified from time to
      time, are referred to as “Clinical Budgets”).

     

    (b)           Also
      within one hundred eighty (180) days after the execution date of this Agreement,
      Argyll Biotech may prepare and submit to Immunosyn a clinical development plan
      for calendar years 2007 through 2009 describing Argyll Biotech’s proposed
      program for obtaining regulatory approval for the Licensed Use of
      SF-1019.  Such clinical development plan shall include:  (i)
      a plan for the rapid and orderly commencement of those clinical and other
      studies ongoing with respect to SF-1019; (ii) the allocation of regulatory
      strategy and responsibility for continued development of SF-1019; (iii) the
      research and development activities for the development of SF-1019 for calendar
      years 2007 through 2009, including the allocation of resources, which shall
      be
      consistent with the proposed clinical budget for such period; (iv) “go/no go”
decision criteria for each stage of development of SF-1019; (v) timelines for
      scientific, medical, regulatory and other activities to be undertaken by Argyll
      Biotech for the purpose of obtaining Registrations for SF-1019 in each country
      in which SF-1019 will be marketed, distributed and sold for the Licensed Use,
      and providing marketing support and developing new indications and formulations
      for SF-1019.  Every clinical development plan for the relevant period
      shall include clinical studies required for approval of new indications within
      the Licensed Use.

     

    (c)           Argyll
      Biotech will be primarily responsible for implementing the regulatory strategy
      for SF-1019 in all countries in which SF-1019 will be marketed, sold and
      distributed for a Licensed Use, including, without limitation, responsibility
      for all regulatory compliance, worldwide safety surveillance, adverse event
      reporting and all other necessary support services.

     

    (d)           Any
      and all changes to any clinical development plan and/or the Clinical Budgets
      shall be at the sole and unfettered discretion of Argyll Biotech.

     

    3.4           (a)           Argyll
      Biotech shall be responsible for the preparation of all protocols and the
      conduct of all activities relating to any Registrations and all Initial and
      other Regulatory Filings necessary or desirable to register SF-1019 for a
      Licensed Use in any country.  Argyll Biotech shall also conduct all
      communications with all regulatory authorities during the registration
      process.  During such process, Immunosyn shall collaborate and
      cooperate with Argyll Biotech in the preparation and filing of all documents
      necessary therefore and all regulatory interactions and compliance with
      regulatory authorities in any country.  All regulatory activities
      (including without limitation adverse event reporting) in accordance with this
      Agreement and the clinical development plans shall be conducted on behalf of
      Argyll Biotech.  

     

    
      
        
        

      

      
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    Argyll
      Biotech shall appoint Immunosyn as its agent for regulatory compliance and
      all
      other regulatory activities for which Immunosyn is responsible.

     

    (b)           Argyll
      Biotech shall supply clinical materials necessary for all studies to be
      conducted pursuant to the clinical development plans specified
      herein.  Such clinical materials shall be supplied in accordance with,
      in all material respects, clinical good manufacturing practices (“cGMP”), at
      least ninety (90) days prior to the anticipated delivery date for each shipment
      thereof.

     

    (c)           In
      connection with performing its obligations pursuant to the clinical development
      plans, each of Immunosyn and Argyll Biotech shall use all commercially
      reasonable efforts to perform such responsibilities diligently, with the
      objective of maximizing the sales potential of SF-1019 for a Licensed Use
      and promoting the therapeutic profile and benefits of SF-1019 for that use
      in
      the most commercially beneficial manner.  Without limiting the
      generality of the foregoing, each such Party shall:

     

    (i)           cooperate
      with the other Party to implement the clinical development plans, and such
      other
      activities that, from time to time, Argyll Biotech decides are necessary for
      the
      commercial success of SF-1019;

     

    (ii)           use
      commercially reasonable efforts to perform the work set out for such Party
      to
      perform in the clinical development plans;

     

    (iii)           conduct
      all work pursuant to the clinical development plans in good scientific manner,
      and in compliance in all material respects with all requirements of applicable
      laws, rules and regulations, and all other requirements of any applicable cGMP,
      good laboratory practice and current good clinical practice to attempt to
      achieve the objectives of the clinical development plans efficiently and
      expeditiously; and

     

    (iv)           maintain
      records, in sufficient detail and in good scientific manner, which shall be
      complete and accurate and shall fully and properly reflect all work done and
      results achieved in connection with the clinical development plans in the form
      required under all applicable laws and regulations.  The other such
      Party shall have the right, during normal business hours and upon reasonable
      prior written notice, to inspect and copy all such records at its own expense,
      so long as doing so is not unreasonably disruptive.  The other such
      Party shall maintain such records and information contained therein in
      confidence in accordance with this Agreement and any confidentiality agreements
      that may be effective as between the Parties hereto, and shall not use such
      records or information except to the extent otherwise permitted by this
      Agreement.

     

    (v)           Immunosyn
      shall permit duly authorized representatives of Argyll Biotech to inspect,
      on
      the premises of Immunosyn, at all reasonable times, all products sold by
      Immunosyn including any products sold or offered for sale under the Trademarks,
      Immunosyn’s quality control records, and Immunosyn’s facilities used in or
      relating to the marketing, distribution or sale of SF-1019 to insure compliance
      with current Good Manufacturing Practice as defined in Parts 210 and 211 of
      Title 21 of the U.S. Code of Federal Regulations, as may be amended from time
      to
      time, or any successor thereto.

     

    
      
        
        

      

      
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    3.5           Argyll
      Biotech shall be responsible for the one hundred per cent of the development
      costs related to SF-1019 for the Licensed Use.

     

    3.6           In
      the event that registration of an Initial Regulatory Filing is denied or is
      materially delayed by the relevant regulatory authority, then Argyll Biotech
      shall as soon a practical:  (a) reassess the relevant clinical
      development plan to address the regulatory authority’s objections and questions,
      (b) provide Immunosyn notice of such developments, (c) from time to time as
      additional such developments arise, provide Immunosyn notice of such additional
      developments, and (d) keep Immunosyn reasonably informed of all deliberations
      regarding all such developments.  As used in this Section 3.6, a
      material delay is a delay arising from a requirement set forth by the regulatory
      authority that Argyll Biotech conduct additional clinical studies not conducted
      in connection with the submission of the Initial Regulatory
      Filing.  In the event of a material delay, Argyll Biotech shall apply
      its sound scientific, commercial and regulatory judgment with all deliberate
      speed to determine whether or not it is in the best interest of both of
      Immunosyn and Argyll Biotech to go forward with the conduct of any additional
      clinical studies required by the regulatory authority.

     

    3.7           Argyll
      Biotech shall have the right to immediately suspend the relevant clinical
      development activities with respect to SF-1019 for a Licensed Use in the event
      that Argyll Biotech determines that there exist significant concerns relating
      to
      patient safety with respect to a clinical study.  Upon making the
      determination to suspend such clinical activities, Argyll Biotech shall notify
      Immunosyn in writing immediately, but not later than ten (10) business days
      after such suspension, of any such suspension and the reasons
      therefore.  Argyll Biotech shall then promptly determine what actions
      should be taken with respect to such clinical activities.  Once a
      determination is made with respect to the appropriate actions to be taken,
      Argyll Biotech shall review and re-evaluate the relevant clinical development
      plan and the clinical budget and make any changes necessary to implement such
      actions.

     

    3.8           Each
      Party shall be responsible for, and hereby assumes, any and all risks of
      personal injury or property damage attributable to the negligent or willful
      acts
      or omissions of such Party or its affiliates, including their respective
      directors, officers, employees and agents and for the activities and obligations
      of such Party pursuant to this Section 3.

     

    4.           DISTRIBUTION
      AND PROMOTION

     

    4.1           Immunosyn
      shall use all commercially reasonable efforts to launch, promote and sell
      SF-1019 for the Licensed Uses in each country in which regulatory approval
      for
      such Licensed Use is obtained and to perform such responsibilities diligently,
      with the objective of maximizing the sales potential of SF-1019 and promoting
      its therapeutic profile and benefits in the most commercially beneficial
      manner.

     

    4.2           (a)           In
      connection with its responsibilities for distribution, marketing and sales
      of
      SF-1019 for the Licensed Use, Immunosyn shall provide all sales force
      (including, without limitation, sales administration and training), order entry,
      customer service, reimbursement management, medical affairs, medical
      information, marketing (including all advertising and promotional expenditures),
      warehousing, physical distribution, invoicing, credit and collections,


     

    
      
        
        

      

      
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    production
      forecasting and other related facilities and services necessary or desirable
      for
      such distribution, marketing and sales.

     

    4.3           Immunosyn
      shall prepare proposed-marketing and promotional plans for SF-1019 for each
      country in which SF-1019 may be marketed and sold for the Licensed Use, which
      shall include plans related to the prelaunch, launch, promotion and sales and
      which shall include but not be limited to pricing strategy, sales targets,
      forecasts for the number of sales representatives, copies of promotional
      materials, and a reasonably descriptive overview of the marketing and
      advertising campaigns proposed to be conducted (the “Marketing
      Plans”).  Immunosyn shall provide copies of the proposed Marketing
      Plans to Argyll Biotech for Argyll Biotech’s review and comment as soon as
      practicable after preparation and as frequently as may be required based upon
      Immunosyn’s usual marketing campaign cycles, but in no case less that once each
      calendar year.  Immunosyn shall in good faith include all comments
      received from Argyll Biotech on any such Marketing Plan, and will provide Argyll
      Biotech with a copy of the final Marketing Plan as soon as it is
      available.  The Parties intend and expect that, except for the first
      Marketing Plan to be prepared after execution of this Agreement, each subsequent
      Marketing Plan for each calendar year will be finalized no later than the first
      day of December of the immediately preceding calendar year.  Any such
      final Marketing Plan may be reviewed and revised in accordance with Immunosyn’s
      usual internal practices, provided that Argyll Biotech shall be provided copies
      of the proposed revisions, and given the same opportunity to comment and
      consideration as provided to Argyll Biotech for the initial Marketing
      Plans.

     

    4.4           Argyll
      Biotech shall have the right to participate in the planning of promotional
      materials and promotional activities with respect to SF-1019 for the Licensed
      Use.  All promotional materials and promotional activities shall be
      developed by Immunosyn, with optional input from Argyll.  Such
      activities may include symposia, key opinion leader events, and similar such
      events.  Prior to finalizing such promotional materials and
      promotional activities, Immunosyn shall include Argyll Biotech in its internal
      circulation of information regarding such promotional materials and events
      during the development of such promotional materials and any event related
      materials and upon the finalization of such materials.

     

    4.5           Argyll
      Biotech shall have the right to promote SF-1019 for the Licensed Use and any
      other use in any country in which regulatory approval for such promotion has
      been obtained.

     

    (a)           Argyll
      Biotech shall have the right to have its sales force and medical liaison
      personnel participate in the promotion of SF-1019 throughout the
      world.

     

    (b)           Argyll
      Biotech will be included in, and have the right to participate in, all
      promotional activities being conducted by Immunosyn pursuant to the then current
      Marketing Plan, including participation in symposia, key opinion leader events,
      and the like.  Immunosyn shall provide Argyll Biotech’s sales force
      with all promotional materials and support services to the same extent available
      to Immunosyn’s sales force.  Argyll Biotech shall not be required to
      reimburse Immunosyn for Immunosyn’s incremental costs and expenses associated
      with providing such materials and services to Argyll Biotech’s sales
      force.

     

    
      
        
        

      

      
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    4.6           From
      and after the execution date of this Agreement, each of Argyll Biotech and
      Immunosyn shall be responsible for its own distribution costs, sales costs,
      marketing costs, general and administrative costs, and/or other operating
      income/expense items.

     

    5.           LICENSE
      FEES

     

    5.1           As
      consideration to Argyll Biotech for the rights granted to Immunosyn under this
      Agreement, Immunosyn shall issue to Argyll Biotech one hundred forty seven
      million (147,000,000) shares of common stock in Immunosyn, as described in
      the
      Private Placement Memorandum dated August 2006 (the “License Fee”);

     

    5.2           If
      and to the extent that the proceeds received by Argyll Biotech from the
      disposition of Immunosyn’s stock issued under Section 5.1, herein, net of all
      fees, taxes and expenses, are insufficient to fund Argyll Biotech’s clinical
      budget for obtaining regulatory approval for sale of SF-1019 in the United
      States and the United Kingdom (“Development Completion”), Immunosyn shall pay a
      royalty to Argyll Biotech equal to three and one-half per cent (3.5%) of its
      gross receipts (the “Royalty Fee”) from sales of SF-1019 for the Licensed Use
      until Argyll Biotech’s said development costs have been reimbursed in
      full.

     

    5.3           All
      payments to Argyll Biotech shall be final and non-refundable, regardless of
      any
      termination or suspension or this Agreement.

     

    6.           PAYMENTS
      AND REPORTS

     

    6.1           Commencing
      with Immunosyn’s first commercial sale of SF-1019 (“First Commercial Sale”) and
      continuing thereafter, Immunosyn shall submit to Argyll Biotech monthly
      statements which shall set forth the amount of its gross sales of SF-1019 and
      the calculation of Royalty Fees due on such gross sales for such month (the
      “Royalty Reports”).  For the purpose of this Agreement, any
      compassionate use of SF-1019 in any country shall not be construed as commercial
      sale as used herein.

     

    6.2           Immunosyn
      shall submit its Royalty Reports on the fifth business day following the close
      of such month (closed in accordance with Immunosyn’s then standard practices)
      with sufficient detail to enable Argyll Biotech to determine the facts relied
      upon by Immunosyn in calculating the Royalty Fee.

     

    6.3           Immunosyn
      shall make all payments required under this Agreement in U.S.
      Dollars.  Whenever conversion of payments from any foreign currency
      shall be required, such conversion shall be at the rate of exchange used by
      Immunosyn for its own financial reporting purposes at such time without taking
      into account the effect of any hedging transactions by Immunosyn or its
      Affiliates.

     

    6.4           Immunosyn
      shall keep complete and accurate records pertaining to the sale of
      SF-1019.  Immunosyn shall permit an independent, certified public
      accountant appointed by Argyll Biotech and reasonably acceptable to Immunosyn,
      at reasonable times and upon reasonable notice but not more often than two
      times
      each calendar year, to examine such records as may be 

     

    
      
        
        

      

      
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    necessary
      to determine the correctness of any report or payment made under this Agreement,
      to determine the consistency of actual expenditures versus the budgeted
      expenditures set forth in any clinical budget and/or any marketing budget,
      as
      the case may be, or obtain information as to the determination of aggregate
      net
      sales, operating profit or loss, development costs, distribution costs, sales
      costs, marketing costs, general and administrative costs and other operating
      income/expense.  Results of any such examination shall be made
      available to all Parties except that said independent, certified public
      accountant shall verify to Argyll Biotech such amounts and shall disclose no
      other information revealed in such audit.

     

    6.5           Immunosyn
      shall bear the full cost of the performance of any audit requested by Argyll
      Biotech except as hereinafter set forth.  If, as a result of any
      inspection of the books and records Immunosyn, it is shown that payments made
      by
      Immunosyn to Argyll Biotech under this Agreement were less than the amount
      which
      should have been paid, then Immunosyn shall within thirty days thereafter make
      all payments required to be made to eliminate any discrepancy revealed by said
      inspection plus all costs of such audit.

     

    7.           MANUFACTURE
      AND SUPPLY

     

    7.1           Commencing
      on the execution date of this Agreement and thereafter during the term of this
      Agreement, Argyll Biotech (or its affiliates) shall be responsible for the
      manufacture of all requirements of SF-1019 for clinical and commercial use
      pursuant to this Agreement, including, without limitation, all product labeling
      and other package inserts and materials required by the applicable regulatory
      authorities.  Argyll Biotech shall use commercially reasonable efforts
      to ensure that all services, facilities and goods used in connection with such
      manufacture comply with the applicable Manufacturing Standards in effect from
      time to time.

     

    7.2           Argyll
      Biotech shall use good faith efforts to supply Immunosyn with all of Immunosyn’s
      requirements for SF-1019 for commercial use (which shall be deemed to include
      all of the requirements of Immunosyn’s distributors), and Immunosyn shall
      purchase from Argyll Biotech all of such requirements for
      SF-1019.  Immunosyn shall place orders for the requirements of its
      distributors, and either have Argyll Biotech ship directly to such distributors
      or to Immunosyn for its reshipment to such distributors.

     

    7.3           It
      is
      agreed by the Parties that the purchase price of SF-1019 sold by Argyll Biotech
      to Immunosyn shall be forty percent (40%) of the “Gross Sales Price” (as
      defined) of SF-1019.  The “Gross Sales Price” shall be determined as
      the price at which SF-1019 is advertised for sale to a third party consumer
      by
      Immunosyn or Immunosyn’s affiliates or sublicensees as permitted under Section
      2.3.  The Gross Sales Price shall be determined by mutual agreement of
      the Parties; provided, however, that in no event shall it be less than 2.5
      times
      Argyll Biotech’s fully burdened manufacturing cost, research and development
      expenses, administrative overhead and standard-mark up customary for similar
      products and manufacturers.  Notwithstanding the preceding sentence,
      the Parties may agree to a lesser Gross Sales Price and even a Gross Sales
      Price
      of zero for the sale of SF-1019 to third parties for research and/or
      compassionate use purposes.  The purchase price of SF-1019 by
      Immunosyn under the License Agreement for any sale or use that would not
      constitute a sale to a third party consumer shall be determined solely by Argyll
      Biotech.

    
       

      
        
          
          

        

        
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          License
            Agreement
                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    7.4           (a)           All
      quantities of SF-1019 supplied by Argyll Biotech pursuant to this Section 7
      will
      comply in all material respects with all applicable Manufacturing Standards
      and
      shall adhere in all material respects to all applicable governmental laws and
      regulations relating to the manufacture, sale and shipment of each shipment
      of
      SF-1019 at the time shipped by Argyll Biotech hereunder.

     

    (b)           At
      its sole and unfettered discretion, Argyll Biotech may conduct, or cause to
      be
      conducted, quality control testing of SF-1019 prior to shipment, in accordance
      

     

    appropriate
      specifications and applicable Manufacturing Standards as are in effect from
      time
      to time and such other quality control testing procedures adopted by Argyll
      Biotech from time-to-time (collectively, the “Testing
      Methods”).  Initially and until decided otherwise, the Testing Methods
      shall include and Argyll Biotech shall undertake all FDA required release
      testing.  Argyll Biotech shall retain records pertaining to such
      testing.  Each shipment of SF-1019 Product(s) hereunder shall be
      accompanied by a certified quality control protocol and certificate of analysis
      for each lot of SF-1019 therein as well as such customs and other documentation
      as is necessary or appropriate.

     

    (c)           Immunosyn
      shall have the right, at reasonable times and upon reasonable notice, to inspect
      all facilities at which SF-1019 is manufactured pursuant to this Section 7
      for
      compliance with cGMP, subject to existing agreements with third party
      manufacturers.

     

    7.5           (a)           Immunosyn
      shall test or cause to be tested SF-1019 supplied under this Section 7 in
      accordance with Immunosyn’s customary procedures within 30 days of its receipt
      at Immunosyn’s facility or that of its designee.  Immunosyn or its
      designee shall have the right to reject any shipment of SF-1019 made to it
      under
      this Agreement that does not meet the agreed-upon specifications and applicable
      Manufacturing Standards in any material respects when received by it at such
      destination when tested in accordance with the Testing Methods.  All
      claims by Immunosyn of non-conforming SF-1019 shall be deemed waived unless
      made
      by Immunosyn in writing and received and materially accepted by Argyll Biotech
      within such 30-day period.

     

    (b)           All
      claims of non-conforming SF-1019 shall be accompanied by a report of analysis
      (including a sample of SF-1019 from the batch analyzed) of the allegedly
      non-conforming SF-1019 that shall have been made by Immunosyn or its designee,
      using the Testing Methods.  Argyll Biotech shall undertake its own
      analysis of such sample after receiving such claim and report from
      Immunosyn.  If, after its own analysis, Argyll Biotech does not
      confirm such non-conformity, Immunosyn may submit the disputed SF-1019 to an
      independent testing laboratory, to be agreed upon by Argyll Biotech, for testing
      in accordance with the Testing Methods.  The findings of such
      laboratory shall be binding on the Parties, absent manifest
      error.  Expenses of such independent testing shall be borne by either
      Immunosyn or Argyll Biotech depending on which such Party initial findings
      are
      contradicted by the independent laboratory.  In the event that any
      SF-1019 shipment or batch thereof is ultimately agreed or found not to meet
      the
      agreed upon specifications and/or applicable Manufacturing Standards for which
      Argyll Biotech is responsible under this Agreement, Argyll Biotech agrees to
      replace such shipment or batch with conforming SF-1019.  Immunosyn
      shall promptly return any such rejected shipment to Argyll Biotech at Argyll
      Biotech’s expense.  In the event that any SF-1019 shipment or batch
      thereof is ultimately found to meet the agreed upon specifications and
      applicable Manufacturing Standards, Immunosyn shall accept and pay for such
      shipment or batch.

    
       

      
        
          
          

        

        
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          License
            Agreement
                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    (c)           Upon
      Argyll Biotech’s receipt and confirmation that a claim that a shipment or batch
      thereof of SF-1019 does not meet the agreed upon specifications and/or
      applicable Manufacturing Standards, Argyll Biotech shall use commercially
      reasonable efforts to replace such shipment or batch thereof with an additional
      shipment of SF-1019 as soon as practicable.

     

    7.6           The
      Parties acknowledge and agree that Argyll Biotech currently obtains SF-1019
      through contractual arrangements with a third party
      manufacturer.  Upon the execution and delivery of this Agreement,
      Argyll Biotech maintains that, to the best knowledge of Argyll Biotech, it
      is
      not in breach under any such contracts and that data and information provided
      to
      Immunosyn by Argyll Biotech relating to such contracts is accurate and complete
      in all material respects and contains no material errors or
      omissions.

     

    7.7           (a)           Argyll
      Biotech shall notify Immunosyn (i) as promptly as possible, but in no event
      more
      than ten days after Argyll Biotech’s receipt of a firm order for SF-1019 from
      Immunosyn, or (ii) immediately upon becoming aware that Argyll Biotech is unable
      to supply the quantity of SF-1019 to Immunosyn that Argyll Biotech is required
      to supply hereunder, if Argyll Biotech is unable to supply such quantities
      of
      SF-1019.  In such event, Argyll Biotech shall implement commercially
      reasonable efforts to remedy such shortage, including through the use of third
      party manufacturers for all or a portion of such quantities of SF-1019, as
      determined are necessary by Argyll Biotech and Immunosyn.

     

    (b)           In
      the event that Argyll Biotech is unable to supply Immunosyn’s requirements of
      SF-1019 due to force majeure or otherwise, Argyll Biotech shall allocate the
      SF-1019 that Argyll Biotech has in inventory and that Argyll Biotech is able
      to
      produce among the quantities of all such requirements, so that Immunosyn
      receives at least its proportionate share of such available supplies, as
      determined from reasonable forecasts (taking into consideration past sales
      and
      sales performance against forecast) and orders for SF-1019.

     

    7.8           All
      purchases by Immunosyn shall be made pursuant to written purchase orders which
      shall be accepted by Argyll provided they comply with the terms of this
      Agreement.  The printed terms on any purchase order or order
      acknowledgement which would otherwise modify, supplement or affect the terms
      of
      this Agreement shall be of no force or effect.  Argyll shall not be
      required to deliver quantities which have not been scheduled by Immunosyn in
      written forecasts submitted to Argyll at least three months prior to the
      expected date of delivery.  All shipments shall be delivered by Argyll
      at its place of manufacturing, and Immunosyn shall be responsible for arranging
      and payment of all costs of shipment and delivery to destination, including
      export and import.

     

    8.           OWNERSHIP;
      PATENTS; TRADEMARKS

     

    8.1           Argyll
      Biotech owns all right, title and interest in and to any and all the
      intellectual property that relates to this Agreement and Immunosyn’s activities
      hereunder subject.  All new or useful process, manufacture, compound,
      composition of matter, improvements,

    
       

      
        
          
          

        

        
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            Agreement
                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    discoveries,
      claims, formulae, processes, trade secrets, technologies and know-how, to the
      extent relating to, derived from and useful for the manufacture, use or sale
      of
      SF-1019 (including, without limitation, the formulation, delivery or use thereof
      in the commercial marketplace), including, without limitation, synthesis,
      preparation, recovery and purification processes and techniques, control methods
      and assays, chemical data, toxicological and pharmacological data and
      techniques, clinical data, medical uses, product forms and product formulations
      and specifications, whether patentable or unpatentable, that is conceived or
      first reduced to practice or demonstrated to have utility during the term of
      this Agreement, including all documentation thereof in written or electronic
      media (collectively, the “Inventions”) developed by any Party or jointly
      by Argyll Biotech and Immunosyn shall be owned exclusively by Argyll Biotech,
      except for Inventions developed solely by Immunosyn which have general utility
      in connection with other products and/or compounds in addition to a SF-1019
      (“Immunosyn Inventions”).  Immunosyn shall promptly take any action
      reasonably necessary or desired by Argyll Biotech, and at its own expense,
      to
      confirm Argyll Biotech’s ownership of such Inventions and also all Immunosyn
      Inventions.

     

    8.2           (a)           Argyll
      Biotech shall have full responsibility for, and shall control the preparation
      and prosecution of, all patent applications and the maintenance of all patents
      that relate to Inventions throughout the world.  In connection
      therewith, Argyll Biotech shall generally consult with Immunosyn on all future
      filings with respect to patents and the prosecution and maintenance of such
      patents that are directly related to Immunosyn activities hereunder, including
      where appropriate or reasonably requested by Immunosyn, providing copies to
      Immunosyn of any such filings made to, and written communications received
      from,
      any patent office relating, in whole or in part, to patents.  Argyll
      Biotech shall, in its sole and unfettered discretion, pay all costs and expenses
      of filing, prosecuting and maintaining patents covering Inventions derived
      from
      the development of SF-1019.  Immunosyn shall have full responsibility
      for, and shall control the preparation and prosecution of, all patent
      applications and the maintenance of all patents relating to Immunosyn Inventions
      throughout the world.  In connection therewith, Immunosyn shall
      generally consult with Argyll Biotech on all future filings with respect to
      such
      patents and the prosecution and maintenance of such patents, including where
      appropriate or reasonably requested by Argyll Biotech, providing copies to
      Argyll Biotech of any such filings made to, and written communications received
      from, any patent office relating, in whole or in part, to such
      patents.  Immunosyn shall pay all costs and expenses of filing,
      prosecuting and maintaining patents covering Immunosyn
      Inventions.  Notwithstanding the foregoing, Argyll Biotech shall have
      the right to file patent applications or maintain patents for Immunosyn
      Inventions that relate in any way to SF-1019.  Argyll Biotech shall
      have a perpetual, worldwide, royalty free and no-cost license, including the
      right to sublicense and grant sublicensing rights to third parties, for all
      Immunosyn Inventions for the purpose of using, offering for sale, improving,
      manufacturing (including the right to have made), importing and selling SF-1019
      including all of its improved versions.

     

    (b)           The
      Parties agree to cooperate with each other to execute all lawful papers and
      instruments, to make all rightful oaths and declarations and to provide
      consultation and assistance as may be necessary in the preparation, prosecution,
      maintenance and enforcement of all such patents and patent applications pursuant
      to this Agreement.

    
       

      
        
          
          

        

        
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          License
            Agreement
                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    8.3           (a)           If
      Immunosyn learns of an infringement, unauthorized use, misappropriation or
      ownership claim or threatened infringement or other such claim (any of the
      foregoing, an “infringement”) by a third party with respect to SF-1019 or any
      related technology, or to any Trademark in any territory throughout the world,
      Immunosyn shall promptly notify Argyll Biotech and shall promptly provide Argyll
      Biotech with available evidence of such infringement.

     

    (b)           Argyll
      Biotech shall have the first right, but not the duty, to institute patent or
      Trademark infringement actions against third parties.  If Argyll
      Biotech does not institute an infringement proceeding against an offending
      third
      party within 180 days of learning of such infringement
      or, in the event that a third party files a paragraph IV certification relating
      to any patent pursuant to 21 U.S.C. ss.3550)(2)(A)(vii)(IV) of the Hatch/Waxman
      Act (or any successor statute), if Argyll Biotech notifies Immunosyn that it
      does not intend to institute an infringement proceeding against such third
      party, Immunosyn shall have the right, but not the duty, to institute such
      an
      action with respect to any infringement by such third party; provided that
      Immunosyn may not enter into any settlement, consent judgment or other voluntary
      final disposition of such action which adversely effects SF-1019 or any
      Trademark without the prior written consent of Argyll Biotech.  The
      costs and expenses of any such action (including fees of attorneys and other
      professionals) shall be borne by the Party instituting the action, or, if the
      Parties elect to cooperate in instituting and maintaining such action, such
      costs and expenses shall be borne by the Parties in such proportions as they
      may
      agree in writing.  Each Party shall execute all necessary and proper
      documents, take such actions as shall be appropriate to allow the other Party
      to
      institute and prosecute such infringement actions and shall otherwise cooperate
      in the institution and prosecution of such actions (including, without
      limitation, consenting to being named as a nominal Party
      thereto).  Each Party prosecuting any such infringement actions shall
      keep the other Party reasonably informed as to the status of such
      actions.  Any award paid by a third party as a result of such an
      infringement action (whether by way of settlement or otherwise) shall be applied
      first to reimburse the Parties for all costs and expenses incurred by the
      Parties with respect to such action on a pro rata basis and, if after such
      reimbursement any funds shall remain from such award, they shall be allocated
      as
      follows:  (i) if Argyll Biotech has instituted and maintained such
      action alone, Argyll Biotech shall be entitled to retain such remaining funds;
      (ii) if Immunosyn has instituted and maintained such action alone, Immunosyn
      shall be entitled to retain such remaining funds; or (iii) if the Parties have
      cooperated in instituting and maintaining such action, the Parties shall
      allocate such remaining funds between themselves in the same proportion as
      they
      have agreed to bear the expenses of instituting and maintaining such
      action.

     

    (c)           Immunosyn
      shall have the first right, but not the duty, to institute patent infringement
      actions against third parties based on the use of Immunosyn Inventions which
      are
      used in the development, use, manufacture, distribution, promotion and/or sale
      of SF-1019.  If Immunosyn does not institute an infringement
      proceeding against an offending third party within 180 days of learning of
      such
      infringement or, in the event that a third party files a paragraph IV
      certification relating to any Immunosyn Inventions pursuant to 21 U.S.C.
      ss.3550)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute),
      if
      Immunosyn does not institute an infringement proceeding against such third
      party
      within 30 days of receipt of notice of such paragraph IV certification, Argyll
      Biotech shall have the right, but not the duty, to institute such an action
      with
      respect to any infringement by such third party; provided that Argyll Biotech
      may

    
       

      
        
          
          

        

        
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          License
            Agreement
                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    not
      enter
      into any settlement, consent judgment or other voluntary final disposition
      of
      such action which adversely effects any Immunosyn Inventions without the prior
      written consent of Immunosyn, which will not be unreasonably
      withheld.  The costs and expenses of any such action (including fees
      of attorneys and other professionals) shall be borne by the Party instituting
      the action, or, if the Parties elect to cooperate in instituting and maintaining
      such action, such costs and expenses shall be borne by the Parties in such
      proportions as they may agree in writing.  Each Party shall execute
      all necessary and proper documents, take such actions as shall be appropriate
      to
      allow the other Party to institute and prosecute such infringement actions
      and
      shall otherwise cooperate in the institution and prosecution of such actions
      (including, without limitation, consenting to being named as a nominal Party
      thereto).  Each Party prosecuting any such
      infringement actions shall keep the other Party reasonably informed as to the
      status of such actions.  Any award paid by a third party as a result
      of such an infringement action (whether by way of settlement or otherwise)
      shall
      be applied first to reimburse the Parties for all costs and expenses incurred
      by
      the Parties with respect to such action on a pro rata basis and, if after such
      reimbursement any funds shall remain from such award, they shall be allocated
      as
      follows:  (i) if Immunosyn has instituted and maintained such action
      alone, Immunosyn shall be entitled to retain such remaining funds; (ii) if
      Argyll Biotech has instituted and maintained such action alone, Argyll Biotech
      shall be entitled to retain such remaining funds; or (iii) if the Parties have
      cooperated in instituting and maintaining such action, the Parties shall
      allocate such remaining funds between themselves in the same proportion as
      they
      have agreed to bear the expenses of instituting and maintaining such
      action.

     

    8.4           (a)           In
      the event of the institution or threatened institution of any suit by a third
      party against Immunosyn for patent or Trademark infringement involving only
      the
      manufacture, use, distribution, sale or marketing of SF-1019, Immunosyn shall
      promptly notify Argyll Biotech in writing of such suit.  Argyll
      Biotech shall be required to diligently defend such suit at its own expense,
      shall control the defense of such action and, subject to Section 8.4(c), shall
      be responsible for all damages incurred as a result thereof and shall indemnify
      Immunosyn in connection therewith.  Immunosyn hereby agrees to in good
      faith assist and cooperate with Argyll Biotech, in the defense of any suit
      related to SF-1019 or any Trademark (including, without limitation, consenting
      to being named as a nominal Party thereto).  During the pendency of
      such action and thereafter, Immunosyn shall continue to make all payments due
      under this Agreement.  If Argyll Biotech finally prevails and receives
      an award from such third party as a result of such action (whether by way of
      judgment, award, decree, settlement or otherwise), such award shall be retained
      entirely by Argyll Biotech.

     

    (b)           In
      the event of the institution or threatened institution of any suit by a third
      party against Immunosyn for patent infringement involving the Immunosyn
      Inventions which are used in the development, use, manufacture, distribution,
      promotion and/or sale of SF-1019 Product(s), Immunosyn shall promptly notify
      Argyll Biotech in writing of such suit.  Immunosyn shall be required
      to diligently defend such suit at its own expense, shall control the defense
      of
      such action and shall be responsible for all payment of damages incurred as
      a
      result thereof (or payment of any license fees incurred in connection with
      any
      license obtained by the Parties from such third party); provided that (A) to
      the
      extent that such suit relates to Immunosyn Inventions used solely by Argyll
      Biotech, Argyll Biotech shall diligently defend such suit at its own expense,
      shall control the defense of such action and shall be responsible for all
      payment of damages incurred as a result thereof (or payment of any license
      fees
      incurred in connection with

    
       

      
        
          
          

        

        
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            Agreement
                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    any
      license obtained by Argyll Biotech from such third party) and (B) to the extent
      that such suit relates to Immunosyn Inventions used by both Immunosyn and Argyll
      Biotech, the Parties shall cooperate in the defense of such action and shall
      be
      responsible for payment of damages incurred as a result thereof (or payment
      of
      any license fees incurred in connection with any license obtained by the Parties
      from such third party) on a basis which is proportionate to their relative
      usage
      (as reflected by sales and similar objective criteria) of such Immunosyn
      Inventions.  In the event that a Party is solely responsible for
      defending an action involving Immunosyn Inventions, the other Party shall assist
      and cooperate with such Party, at such Party’s reasonable request and
      expense.  If a Party which is solely responsible for defending an
      action involving Immunosyn Inventions finally prevails and receives an award
      from such third party as a result of such action (whether
      by way of judgment, award, decree, settlement or otherwise), such award shall
      be
      retained entirely by such Party.  If the Parties cooperate in the
      defense of an action involving Immunosyn Inventions pursuant to (B) above and
      such Parties finally prevail and receive an award from such third party as
      a
      result of such action (whether by way of judgment, award, decree, settlement
      or
      otherwise), such award shall be shared on an equitable basis by the
      Parties.

     

    (c)           In
      the event that Argyll  Biotech (A) determines that a license under
      third party patents or Trademarks should be obtained to avoid infringement
      of
      such third party patents or Trademarks to make, have made, use or sell SF-1019
      in any country(ies) in the world, or royalties should be paid to such third
      party in respect of sales of such product anywhere in the world, or (B) if
      Argyll Biotech or Immunosyn finally loses and is required to pay damages or
      an
      award to a third party as a result of an action commenced under Section 8.4(a)
      (whether by way of judgment, award, decree, settlement or otherwise); then
      the
      Royalty and purchase price for SF-1019 due from Immunosyn to Argyll Biotech
      pursuant to Sections 5.1 shall be increased by an amount sufficient to reimburse
      Argyll Biotech for the amount of such damages within a period not to exceed
      three years.

     

    9.           PUBLICATION;
      CONFIDENTIALITY

     

    9.1           The
      Parties recognize that each may wish to publish the results of their work
      relating to the subject matter of this Agreement.  However, the
      Parties also recognize the importance of acquiring patent
      protection.  Consequently, subject to any applicable laws or
      regulations obligating any Party to do otherwise, any proposed publication
      by
      any Party shall comply with this Section 9.  All publications, whether
      written or oral, shall be prepared in accordance with the joint publication
      strategy established and approved jointly by Argyll Biotech and
      Immunosyn.  At least 45 days before a manuscript is to be submitted to
      a publisher, the publishing Party will provide the other Party with a copy
      of
      the manuscript.  If the publishing Party wishes to make an oral
      presentation, it will provide the other Party with a summary of such
      presentation at least 30 days before such oral presentation and, if an abstract
      is to be published, 30 days before such abstract is to be
      submitted.  Any oral presentation, including any question period,
      shall not include any Confidential Information (as defined below) unless the
      Parties otherwise mutually agree in writing in advance of such oral
      presentation.

     

    9.2           Argyll
      Biotech and Immunosyn will each review the manuscript, abstract, text or any
      other material provided to it under Section 9.1 to determine whether patentable
      subject matter is disclosed.  The non-publishing Party will notify the
      publishing Party within 30 days of receipt of the proposed publication if the
      non-publishing Party, in good faith, determines that

    
       

      
        
          
          

        

        
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                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    patentable
      subject matter is or may be disclosed, or if, in good faith, it believes
      Confidential Information is or may be disclosed.  If it is determined
      by the non-publishing Party that patent applications should be filed, the
      publishing Party shall delay its publication or presentation for a period not
      to
      exceed 60 days from the non-publishing Party’s receipt of the proposed
      publication or presentation to allow time for the filing of patent applications
      covering patentable subject matter.  In the event that the delay
      needed to complete the filing of any necessary patent application will exceed
      the 60-day period, the Parties will discuss the need for obtaining an extension
      of the publication delay beyond the 60-day period.  If it is
      determined in good faith that Confidential Information or proprietary
      information is being disclosed, the Parties will consult
      in good faith to arrive at an agreement on mutually acceptable modifications
      to
      the proposed publication or presentation to avoid such disclosure.

     

    9.3           The
      Parties agree to the terms of the confidentiality and non disclosure as set
      forth in this Section.  Except to the extent expressly authorized by
      this Agreement or otherwise agreed in writing, the Parties agree that, during
      the term of protection for Confidential Information (as defined below) received
      from the other Party shall be ten (10) years from the date of
      receipt.  The receiving Party, its affiliates and its licensees shall
      ensure that their respective employees, officers, directors and other
      representatives shall keep completely confidential and not publish or otherwise
      disclose and not use for any purpose any information furnished to it or them
      by
      the disclosing Party, its affiliates or its licensees or developed under or
      in
      connection with this Agreement, including the terms of this Agreement, except
      to
      the extent that it can be established by the receiving Party by competent proof
      that such information:  (i) was already known to the receiving Party,
      other than under an obligation of confidentiality, at the time of disclosure
      by
      the disclosing Party; (ii) was generally available to the public or otherwise
      part of the public domain at the time of its disclosure to the receiving Party;
      (iii) became generally available to the public or was otherwise part of the
      public domain after its disclosure and other than through any act or omission
      of
      the receiving Party in breach of this Agreement; or (iv) was disclosed to the
      receiving Party, other than under an obligation of confidentiality, by a third
      party who had no obligation to the disclosing Party not to disclose such
      information to others (all such information to which none of the foregoing
      exceptions applies, shall be deemed “Confidential Information”).

     

    9.4           The
      restrictions contained in Section 9.3 shall not apply to Confidential
      Information that:  (i) is submitted by the recipient to governmental
      authorities to facilitate the issuance of regulatory approval for SF-1019 unless
      such submission is submitted in confidence, provided that reasonable measures
      shall be taken to assure confidential treatment of such information; (ii) is
      provided by the recipient to third parties under confidentiality provisions
      at
      least as stringent as those in this Agreement, for consulting, manufacturing
      development, manufacturing, external testing, or marketing trials; or (iii)
      is
      otherwise required to be disclosed in compliance with applicable laws or
      regulations or order by a court or other regulatory body having competent
      jurisdiction; provided that if a Party is required to make any such disclosure
      of disclosing Party’s Confidential Information such Party will, except where
      impracticable for necessary disclosures (for example, to physicians conducting
      studies or to health authorities), give reasonable advance notice to the
      disclosing Party of such disclosure requirement and, except to the extent
      inappropriate in the case of patent applications, will use its best efforts
      to
      secure confidential treatment of such Confidential Information required to
      be
      disclosed.

    
       

      
        
          
          

        

        
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                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    9.5           Each
      Party shall use, and cause each of its affiliates and its licensees to use,
      any
      Confidential Information obtained by such Party from the disclosing Party,
      its
      affiliates or its licensees, pursuant to this Agreement or otherwise, solely
      in
      connection with the activities or transactions contemplated hereby.

     

    9.6           Each
      Party shall be entitled, in addition to any other right or remedy it may have,
      at law or in equity, to an injunction, without the posting of any bond or other
      security, enjoining or restraining the disclosing Party, its affiliates and/or
      its licensees from any violation or threatened violation of this Section
      9.

     

    10.           REPRESENTATIONS
      AND WARRANTIES

     

    10.1           Each
      Party represents and warrants to the other Party, as of the execution date
      of
      this Agreement, that:

     

    (a)           Such
      Party is duly organized, validly existing and in good standing under the laws
      of
      the jurisdiction of its incorporation and has full corporate power and authority
      to enter into this Agreement and to carry out the provisions
      hereof;

     

    (b)           Such
      Party has taken all corporate action necessary to authorize the execution and
      delivery of this Agreement and the performance of its obligations under this
      Agreement and has full power and authority to enter into this Agreement and
      perform its obligations under this Agreement;

     

    (c)           This
      Agreement has been duly executed by such Party and constitutes a valid and
      legally binding obligation of such Party, enforceable in accordance with its
      terms, subject to and limited by:  (i) applicable bankruptcy,
      insolvency, reorganization, moratorium, and other laws generally applicable
      to
      creditors’ rights; and (ii) judicial discretion in the availability of equitable
      relief;

     

    (d)           Such
      Party is not required to obtain the consent, approval, order, or authorization
      of any third party, or complete any registration, qualification, designation,
      declaration or filing with, any federal, state, local, or provincial
      governmental authority, in connection with the execution and delivery of this
      Agreement and the performance by such Party of its obligations under this
      Agreement, including, without limitation, the grant of rights to the other
      Party
      pursuant to this Agreement, or such Party has done so;

     

    (e)           The
      execution and delivery of this Agreement, and the performance by such other
      Party of its obligations under this Agreement, including without limitation
      the
      grant of rights to the other Party pursuant to this Agreement, will
      not:  (i) conflict with, nor result in any violation of or default
      under any such instrument, judgment, order, writ, decree, contract or provision;
      (ii) give rise to any event that results in the creation of any lien, charge
      or
      encumbrance upon any assets of such Party or the suspension, revocation,
      impairment, forfeiture or non-renewal of any material permit, license,
      authorization or approval that applies to such

    
       

      
        
          
          

        

        
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            Agreement
                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    Party,
      its business or operations or any of its assets or properties; or (iii) conflict
      with any rights granted by such Party to any third party or breach any
      obligation that such Party has to any third party; and

     

    (f)           all
      data and information provided by one Party to the other Party is accurate and
      complete in all material respects and contains no material errors or
      omissions.

     

    10.2           To
      the best of its knowledge, Argyll Biotech represents and warrants to Immunosyn,
      as of the execution date of this Agreement, that:

     

    (a)           Argyll
      Biotech believes that it is the owner of, or has exclusive rights to, all of
      the
      patents and Trademarks necessary to produce and manufacture SF-1019 for the
      Licensed Use, and has the exclusive right to grant the rights granted under
      this
      Agreement therefor.  To the knowledge of Argyll Biotech, all of such
      patents and Trademarks are valid, in full force and effect and have been
      maintained to date, and are not the subject of any interference or opposition
      proceeding except as otherwise disclosed;

     

    (b)           Argyll
      Biotech (i) is not aware of any asserted or unasserted claims, interferences,
      oppositions or demands of any third party against SF-1019 or the Trademarks
      in
      existence as of the execution date of this Agreement; and (ii) to the knowledge
      of Argyll Biotech, the Parties’ practice of any invention claimed in such
      patents or the exercise of any rights to SF-1019 or the Trademarks as
      contemplated by this Agreement do not infringe any patent or other intellectual
      property right of any third party; and

     

    (c)           except
      as otherwise disclosed, Argyll Biotech has rights to all of the know-how
      relating to the manufacture and use of SF-1019 in existence on the execution
      date of this Agreement and the right to grant all rights with respect thereto
      granted to Immunosyn pursuant to this Agreement.

     

    10.3           To
      the best of its knowledge, Immunosyn represents and warrants to Argyll Biotech,
      as of the execution date of this Agreement, that:

     

    (a)           Immunosyn:  (i)
      is not aware of any asserted or unasserted claims, interferences, oppositions
      or
      demands of any third party against it with regard to the patents and trademarks
      necessary to market, distribute, sell, and promote SF-1019 for the Licensed
      Use;
      and (ii) to the knowledge of Immunosyn, the Parties’ practice of any invention
      claimed in such patents or the exercise of any rights to SF-1019 or the
      Trademarks as contemplated by this Agreement do not infringe any patent or
      other
      intellectual property right of any third party;

     

    (b)           Immunosyn
      has rights to all of the know-how relating to marketing, distribution, sale
      and
      promotion of SF-1019 in existence on the execution date of this Agreement
      pursuant to this Agreement;

     

    (c)           Immunosyn’s
      marketing, sale and distribution of SF-1019 for the Licensed Use, in accordance
      with the terms of this Agreement, do not infringe upon or conflict with any
      patent or other proprietary rights of any third party; and

    
       

      
        
          
          

        

        
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                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    (d)           all
      of the data and information provided to Argyll Biotech by Immunosyn relating
      to
      SF-1019 and the Trademarks is accurate and complete in all material respects
      and
      contains no material errors or omissions.

     

    11.           RECALL
      AND INDEMNIFICATION

     

    11.1           In
      the event that either Party learns that any regulatory authority in any country
      has alleged or proved that SF-1019 does not comply with applicable rules and
      regulations in such country, it shall notify the other Party
      immediately.  Argyll Biotech shall conduct any appropriate
      investigation and shall make a determination as to the disposition of any such
      matter.  If Immunosyn is required or if Argyll Biotech should deem it
      appropriate to recall any SF-1019, Argyll
      Biotech shall bear the costs and expenses associated with such recall, unless
      the predominant cause of such recall results from Immunosyn’s willful wrongdoing
      or negligence, in which case Immunosyn shall bear all costs and expenses
      associated with such recall.

     

    11.2           Immunosyn
      shall indemnify, defend and hold harmless Argyll Biotech and its respective
      affiliates, and respective directors, officers, employees and agents, from
      and
      against any and all liabilities, damages, losses, costs and expenses (including
      the reasonable fees of attorneys and other professionals) to the extent arising
      out of or resulting from:

     

    (a)           negligence,
      recklessness or wrongful intentional acts or omissions of Immunosyn or its
      affiliates and respective directors, officers, employees and agents, in
      connection with the work performed by Immunosyn under the clinical development
      plans or the fulfillment of Immunosyn’s obligations under the marketing
      plans;

     

    (b)           any
      use, distribution or sale of SF-1019 by Immunosyn or its affiliates or due
      to
      any negligence, recklessness, or wrongful intentional acts or omissions by
      or
      strict liability of, Immunosyn or its affiliates and their respective directors,
      officers, employees and agents; or

     

    (c)           due
      to any negligence, recklessness or wrongful intentional acts or omissions by,
      or
      strict liability of, Immunosyn or its affiliates, and their respective
      directors, officers, employees and agents.

     

    11.3           Argyll
      Biotech shall indemnify, defend and hold harmless Immunosyn and its affiliates,
      and their directors, officers, employees and agents, from and against any and
      all liabilities, damages, losses, costs and expenses (including the reasonable
      fees of attorneys and other professionals) to the extent arising out of or
      resulting from:

     

    (a)           negligence,
      recklessness or wrongful intentional acts or omissions of Argyll Biotech or
      its
      affiliates and respective directors, officers, employees and agents, in
      connection with the work performed by Argyll Biotech under the clinical
      development plans or the fulfillment of Argyll Biotech’s obligations under the
      marketing plans; or

     

    (b)           due
      to any negligence, recklessness or wrongful intentional acts or omissions by,
      or
      strict liability of, Argyll Biotech or its affiliates, and their respective
      directors, officers, employees and agents.

    
       

      
        
          
          

        

        
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                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    11.4           In
      the event that any person (an “Indemnitee”) entitled to indemnification under
      Sections 11.2 or 11.3 is seeking such indemnification, such Indemnitee shall
      inform the indemnifying Party of the claim as soon as reasonably practicable
      after such Indemnitee receives notice of such claim, shall permit the
      indemnifying Party to assume direction and control of the defense of the claim
      (including the sole right to settle it at the sole discretion of the
      indemnifying Party, provided that such settlement does not impose any obligation
      on, or otherwise adversely affect, the Indemnitee or any of the other parties)
      and shall cooperate as requested (at the expense of the indemnifying Party)
      in
      the defense of the claim.

     

    11.5           As
      the Parties intend complete indemnification, all costs and expenses incurred
      by
      an Indemnitee in connection with enforcement of Sections 11.2 and 11.3 shall
      also be reimbursed by the indemnifying Party.

     

    12.           TERM
      AND TERMINATION

     

    12.1           This
      Agreement shall become effective as of the date set forth above and, unless
      earlier terminated pursuant to the other provisions of this Section 12, shall
      expire on the later of (i) 10 years from the date when SF-1019 is commercially
      sold, or (ii) from the date on which the sale of SF-1019 ceases to be covered
      by
      a valid claim within a patent which is licensed to Immunosyn by Argyll Biotech
      pursuant to Section 2.2, on a country-by-country, and product-by-product
      basis.

     

    12.2           Argyll
      Biotech may, without prejudice to any other remedies available to it at law
      or
      in equity, terminate this Agreement in the event that Immunosyn shall have
      materially breached or defaulted in the performance of any of its material
      obligations hereunder, and such default shall have continued for 180 days after
      written notice thereof was provided to Immunosyn by Argyll Biotech (or, if
      such
      default cannot be cured within such 180-day period, if Immunosyn does not
      commence and diligently continue actions to cure such default during such
      180-day period).  Any such termination shall become effective at the
      end of such 180-day period unless Immunosyn has cured any such breach to Argyll
      Biotech’s complete satisfaction or default prior to the expiration of such
      180-day period (or, if such default cannot be cured within such 180-day period,
      if Immunosyn has commenced and diligently continued actions to cure such
      default).  The right of Argyll Biotech to terminate this Agreement, as
      provided in this Section 12.2 shall not be affected in any way by its waiver
      or
      failure to take action with respect to any previous default.

     

    12.3           Immunosyn
      shall have the right to terminate this Agreement in the event that it
      determines, in its reasonable discretion and after thorough review and analysis,
      that there exists a significant concern regarding a regulatory or patient safety
      issue that would seriously impact the long-term viability of
      SF-1019.  The Agreement shall immediately terminate upon a
      non-rebutted, conclusive finding by Immunosyn that there exists a significant
      concern regarding a regulatory or patient safety issue that would seriously
      impact such long term viability.  In the event of such termination,
      any remaining obligation of Immunosyn to pay the Royalty shall immediately
      terminate and Argyll Biotech shall have no claim therefore; provided, however,
      that Argyll Biotech shall have no liability in such event to return or repay
      any
      portion of the License Fee previously paid to it by Immunosyn.

    
       

      
        
          
          

        

        
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                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    12.4           If
      this Agreement expires pursuant to its terms or is terminated by any Party
      pursuant to this Section 12, in addition to any other remedies available to
      the
      Parties at law or in equity:  (i) Immunosyn shall promptly transfer to
      Argyll Biotech copies of all data, reports, records and materials in their
      possession or control that relate to SF-1019, and return to Argyll Biotech
      all
      records and materials in its possession or control containing Confidential
      Information of Argyll Biotech or Confidential Information of Immunosyn that
      relates in any way to SF-1019 (provided that Immunosyn may keep one copy of
      such
      Confidential Information of Argyll Biotech for archival purposes only); and
      (ii)
      Argyll Biotech shall promptly return to Immunosyn all relevant records and
      materials in Argyll Biotech’s possession or control containing Confidential
      Information of Immunosyn (provided that the Argyll Biotech may keep one copy
      of
      such Confidential Information of Immunosyn for archival purposes
      only).

     

    13.           LIMITATION
      OF LIABILITY

     

    13.1           IN
      NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST
      SAVINGS, OR OTHER INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR
      FOR
      ANY CLAIM BY ANY OTHER PARTY, INCLUDING WITHOUT LIMITATION, LOST PROFITS,
      RESULTING FROM EXERCISE OF THIS LICENSE OR MANUFACTURE, SALE, OR USE OF THE
      INVENTION OR PRODUCTS OR INTELLECTUAL PROPERTY LICENSED HEREUNDER EVEN IF A
      PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR
      IN
      CONNECTION WITH THE GRANTING OR USE OF THE SUBLICENSE HEREUNDER THAT EXCEED
      ANY
      PAYMENTS RECEIVED FROM A PARTY.

     

    13.2           Argyll
      Biotech makes no representation, warrants, either express or implied, or
      covenants hereunder regarding this license and the products licensed
      hereunder.  The inventions and technology licensed hereunder are
      provided without a warranty of merchantability or fitness for a particular
      purpose or any other warranty, express or implied.  Argyll Biotech
      makes no representation or warranty that the products and/or services licensed
      hereunder will not infringe any patent or other proprietary right or confer
      by
      implication, estoppel or otherwise any license or rights under any patents
      or
      other intellectual property of Argyll Biotech other than as expressly stated
      herein.

     

    14.           FORCE
      MAJEURE

     

    14.1           Neither
      of the Parties shall be held liable or responsible to the other Party nor be
      deemed to be in default under, or in breach of any provision of, this Agreement
      for failure or delay in fulfilling or performing any obligation of this
      Agreement when such failure or delay is due to force majeure, and
      without the fault or negligence of the Party so failing or
      delaying.  For purposes of this Agreement, force majeure is defined as
      causes beyond the control of the Party, including, without limitation, acts
      of
      God; acts, regulations, or laws of any government; war; civil commotion;
      destruction of production facilities or materials by fire, flood, earthquake,
      explosion or storm; labor disturbances; epidemic; and failure of public
      utilities or common carriers.  In such event Argyll Biotech or
      Immunosyn, as the case may be, shall immediately notify the other Party of
      such
      inability and of the period for which such inability is expected to
      continue.  The Party giving such notice shall thereupon be excused
      from such of its obligations under this Agreement as it is thereby disabled
      from
      performing for so long as it is so disabled and the 30 days
      thereafter.  To the extent possible, each Party shall use reasonable
      efforts to minimize the duration of any force majeure.

    
       

      
        
          
          

        

        
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                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    15.           DISPUTE
      RESOLUTION

     

    15.1           Subject
      to the arbitration agreement in Section 15.2, the federal and state courts
      having jurisdiction over San Diego County, California shall have exclusive
      jurisdiction and venue
      over all judicial proceedings involving the Parties under this
      Agreement.  Both Parties agree to the exclusive personal jurisdiction
      of said courts.

     

    15.2           In
      the event of any dispute arising out of or related in any way whatsoever to
      this
      Agreement, the Parties agree to submit all such disputes to a confidential,
      binding arbitration in accordance with California law in the City of San
      Diego.  A Party may initiate arbitration by serving the other Party
      with written notice making reference to this Agreement, describing the dispute
      to be arbitrated, and naming its arbitrator.  The Party receiving the
      notice shall respond in writing within fourteen (14) business days by naming
      its
      arbitrator and describing any additional disputes or counterclaims it wishes
      to
      have resolved.  The two Parties’ arbitrators shall then appoint a
      third arbitrator who shall serve as the chairman of the
      proceedings.  In the event the Party receiving the initial notice
      fails to nominate its arbitrator within the specified time period, the
      arbitrator appointed by the Party initiating the arbitration shall serve as
      the
      sole arbitrator with power to make a decision and render a binding
      award.  All arbitrators appointed in accordance with this Agreement
      shall be experienced in the field of licensing biotechnology, and the chairman
      shall be an attorney having experience litigating in said field.  The
      award maybe confirmed by any court having jurisdiction over the
      Parties.

     

    16.           MISCELLANEOUS

     

    16.1           Nothing
      in this Agreement is intended or shall be deemed to constitute a partnership,
      agency, employer-employee or joint venture relationship between the
      Parties.  No Party shall incur any debts or make any commitments for
      the other, except to the extent, if at all, specifically provided
      herein.

     

    16.2           No
      Party shall be entitled to assign its rights or delegate its obligations
      hereunder without the express written consent of the other Party, except that
      Argyll Biotech may assign its rights and transfer its duties hereunder, without
      the consent of Immunosyn, to (A) a directly or indirectly wholly-owned
      subsidiary of Argyll Biotech, or (B) to any assignee of all or substantially
      all
      of its business (or that portion of its overall business of which this Agreement
      is a part (e.g. all of its biopharmaceutical business).

     

    16.3           Any
      books and records to be maintained under this Agreement by a Party or its
      affiliates shall be maintained in accordance with generally accepted accounting
      principles.

     

    16.4           Solely
      to the extent necessary to allow any Party to use it rights and perform its
      obligations under this Agreement, each Party hereby grants to the other Party
      and its affiliates the rights to use patents, know-how and Immunosyn Inventions
      (as applicable) in accordance with this Agreement.  Each Party shall
      execute, acknowledge and deliver such further instruments, and do all such
      other
      acts, as may be necessary or appropriate in order to carry out the purposes
      and
      intent of this Agreement.

    
       

      
        
          
          

        

        
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            Agreement
                    Argyll
              Biotechnologies LLC

                    Immunosyn
              Corporation

             

          

        

      

    

    16.5           (a)           Any
      notice, request or other communication required or permitted to be given under
      or in connection with this Agreement shall be deemed to have been sufficiently
      given if in writing and personally delivered or sent by certified mail (return
      receipt requested), facsimile transmission (receipt verified), or overnight
      express courier service (signature required),
      prepaid, to the Party for which such notice is intended, at the address set
      forth for such Party below:

     

    In
      the
      case of Argyll Biotech, to:

     

    Argyll
      Biotechnologies, LLC

    4225
      Executive Square

    Suite
      260

    La
      Jolla,
      CA  92037

    Attn:  Gregory
      Witz, CFO

    


    In
      the
      case of Immunosyn, to:

     

    Immunosyn
      Corporation

    4225
      Executive Square

    Suite
      260

    La
      Jolla,
      California 92037

    Attn:
      President

    


    or
      to
      such other address for such Party as it shall have specified by like notice
      to
      the other Party, provided that notices of a change of address shall be effective
      only upon receipt thereof.  If notice is delivered personally or by
      facsimile transmission, the date of delivery shall be deemed to be the date
      on
      which such notice or request was given.  If sent by overnight express
      courier service, the date of delivery shall be deemed to be the next business
      day after such notice or request was deposited with such service.  If
      sent by certified mail, the date of delivery shall be deemed to be the third
      business day after such notice or request was deposited with the U.S. Postal
      Service.

     

    16.6           Except
      as otherwise provided herein, Argyll Biotech and Immunosyn shall not have any
      right, express or implied, to use in any manner the name or other designation
      of
      the other or any other trade name, trademark or logos of the other Party for
      any
      purpose in connection with the performance of this Agreement.

     

    16.7           Except
      as otherwise provided herein, neither Argyll Biotech no Immunosyn shall make
      any
      public announcement concerning this Agreement or the subject matter hereof
      without first consulting with the other Party and providing such Party with
      a
      reasonable opportunity to comment on such proposed public announcement except
      as
      may be required by the U.S. securities laws.

    
       

      
        
          
          

        

        
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        License
          Agreement
                  Argyll
            Biotechnologies LLC

                  Immunosyn
            Corporation

           

        

      

    

    16.8           A
      waiver by any Party of any of the terms and conditions of this Agreement in
      any
      instance shall not be deemed or construed to be a waiver of such term or
      condition for the future, or of any subsequent breach hereof.  All
      rights, remedies, undertakings, obligations and agreements contained in this
      Agreement shall be cumulative and none of them shall be in limitation of any
      other remedy, right, undertaking, obligation or agreement of any
      Party.

     

    16.9           Nothing
      in this Agreement shall be deemed to permit a Party to export, reexport or
      otherwise transfer any SF-1019 product sold under this Agreement without
      compliance with applicable laws.

     

    16.10          When
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement is held to be prohibited by or invalid under applicable law, such
      provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement, provided
      such
      invalid term is not fundamental to the Agreement.

     

    16.11          No
      amendment, modification or supplement of any provisions of this Agreement shall
      be valid or effective unless made in writing and signed by a duly authorized
      officer of each Party.

     

    16.12          This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of California as if the dispute arose in California between citizens
      of California without regard to any conflicts of law principles that might
      otherwise apply.

     

    16.13          This
      Agreement constitutes the entire agreement between the Parties with respect
      to
      the subject matter of this Agreement and supersedes all prior agreements and
      understandings, both oral and written, between the Parties with respect to
      the
      subject matter of this Agreement.

     

    16.14          All
      of the terms and provisions of this Agreement shall be binding upon, inure
      to
      the benefit of and be enforceable by the Parties hereto and their respective
      permitted successors and assigns.

     

    16.15          This
      Agreement may be executed simultaneously in any number of counterparts, any
      one
      of which need not contain the signature of more than one Party but all such
      counterparts taken together shall constitute one and the same
      agreement.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    License
      Agreement        

              Argyll
        Biotechnologies LLC      

              Immunosyn
        Corporation      

    

     

    IN
      WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
      by
      its duly authorized representative as of the day and year first above
      written.

     

    
      	 	ARGYLL
              BIOTECHNOLOGIES,
              LLC	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/
              James T.
              Miceli 	 
	 	 	James
              T. Miceli	 
	 	 	CEO	 
	 	 	 	 




    
      	 	IMMUNOSYN
              CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Date

            	
              By:
                

            	/s/
              Stephen D. Ferrone 	 
	 	 	Stephen
              D. Ferrone 	 
	 	 	President	 
	 	 	 	 


    

     

    
      
        
        

      

      
        26