Exhibit
      10.25

     

    OPTION
      AND REIMBURSEMENT AGREEMENT

     

    This
      Option and Reimbursement Agreement (this “Agreement”) is made and entered into
      as of December 6, 2005 (“Effective Date”), by and among EverNew Biotech, Inc., a
      California corporation with an address located at 323 Vintage Park Drive, Foster
      City, San Mateo, California 94404 (“Evernew”), OXIS International, Inc., a
      Delaware corporation (“OXIS”), and each of the shareholders of Evernew (the
“Shareholders”), which are listed on Exhibit A. 

     

    Recital

     

    A. In
      consideration of the services to be performed by Bio Check, Inc. which is
      majority owned by OXIS, pursuant to that certain Services Agreement of even
      date
      herewith (the “Services Agreement”) Evernew and the Shareholders wish to grant
      OXIS a call option right, a right of first refusal, and certain other
      rights.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      conditions herein set forth, the parties agree as follows:

     

    Agreement

     

    1. Representations
      and Warranties of the Shareholder.
      Each
      Shareholder represents and warrants that the execution, delivery and performance
      of this Agreement by such Shareholder will not result in any breach of, or
      default under, any term or provision of any agreement, obligation,
      instrument, judgment, decree, order, statute, rule or governmental regulation
      to
      which such Shareholder is a party or by which such Shareholder may be bound
      or
      which applies to such Shareholder. Each Shareholder has the legal capacity
      and
      is duly authorized to enter into this Agreement and perform its obligations
      hereunder.

     

    2. Representations
      and Warranties of Evernew.
      Evernew
      represents and warrants that the execution, delivery and performance of this
      Agreement by Evernew will not result in any breach of, or default under, any
      term or provision of any agreement, obligation,
      instrument, judgment, decree, order, statute, rule or governmental regulation
      to
      which Evernew
      is a
      party or by which Evernew
      may be
      bound or which applies to Evernew.
      Evernew
      has all
      rights and permissions necessary for Evernew
      to
      perform the Evernew Services. Evernew
      is duly
      authorized to enter into this Agreement and perform its obligations
      hereunder.

     

    3. Call
      Option.
      

     

    (a) Evernew
      and each Shareholder hereby grant to OXIS the right to purchase all of the
      assets and/or equity securities of Evernew on the terms set forth in this
      Section 3 (the “Call Option”). 

     

    (b) The
      Call
      Option is exercisable from the date of this Agreement until December 31,
      2008.

     

    (c) OXIS
      may
      exercise the Call Option in one or more tranches by providing written notice
      to
      the Evernew Representative (as defined below) of its exercise of the Call Option
      (the “Call Option Notice”). 

     

    (d) The
      aggregate exercise price for the Call Option (the “Call Option Price”) shall be
      the lower of (i) the amount to be determined in good faith between OXIS and
      Evernew by January 31, 2006 (the “Negotiated Price”); and (ii) if applicable,
      the consideration offered by a third party as described in a Transfer Notice
      delivered to OXIS pursuant to Section 4(a). The Call Option Price shall be
      paid
      by OXIS by wire transfer to an account provided by Evernew Representative (as
      defined below) in an amount equal to the Call Option Price (which may be an
      account of counsel to Evernew or the Representative), less the Accumulated
      Evernew Amounts as of the date of the Call Closing (as defined below). For
      the
      purpose of this Agreement, the Accumulated Evernew Amounts as of a particular
      date shall comprise of the sum of Monthly Evernew Amounts accrued as of such
      date. For the purposes of this Agreement, the Monthly Evernew Amounts shall
      comprise of the product of (i) the percentage of all of the issued and
      outstanding shares of BioCheck held by OXIS as of the last day of each such
      month
      (the “Monthly Percentage”) and (iii) the sum of (A) the cost of all Evernew
      Services provided by BioCheck each month under the Services Agreement, as
      incurred and determined in good faith by BioCheck (“Evernew Service Costs”) and
      (B) the amount of Evernew Compensation provided by BioCheck each month under
      the
      Services Agreement. For purposes of the foregoing, the
      Monthly Percentage for the months of January 2005 through November 2005 shall
      be
      deemed to be fifty-one percent (51%).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) The
      settlement of the Call Option and payment of the Call Option Price shall occur
      within thirty (30) days after the receipt of the Call Option Notice by Evernew
      (the “Call Closing”). 

     

    (f) Dr.
      John
      Chen is hereby appointed as the sole representative of Evernew and its
      shareholders for the purposes of this Agreement (the “Evernew Representative”).
      The Evernew Representative shall have the authority to give and receive notices
      and communications, to act on behalf of Evernew and its shareholders with
      respect to any matters arising under this Agreement, and to take all actions
      necessary or appropriate in the judgment of the Evernew Representative for
      the
      accomplishment of the transactions contemplated by this Agreement. A
      decision, act, consent or instruction of the Evernew Representative shall
      constitute a decision, act, consent or instruction of Evernew and all of its
      shareholders and shall be final, binding and conclusive upon each of Evernew
      and
      its shareholders. 

     

    4. Rights
      of Refusal.

     

    (a) The
      parties agree that if at any time Evernew proposes to sell all or substantially
      all of its assets or the Shareholders propose to sell any of their equity
      securities, (together with Evernew, the “Selling Parties”), then the Evernew
      Representative shall promptly give OXIS written notice at least thirty (30)
      days
      prior to the Selling Parties intention to make the Transfer (the “Transfer
      Notice”). The Transfer Notice shall include (i) a description of the assets
      or the equity securities to be transferred (the “Offered Property”),
      (ii) the name(s) and address(es) of the prospective transferee(s),
      (iii) the consideration and (iv) the material terms and conditions upon
      which the proposed Transfer is to be made. The Transfer Notice shall certify
      that the Selling Parties has received a firm offer from the prospective
      transferee(s) and in good faith believes a binding agreement for the Transfer
      is
      obtainable on the terms set forth in the Transfer Notice. The Transfer Notice
      shall also include a copy of any written proposal, term sheet or letter of
      intent or other agreement relating to the proposed Transfer. 

     

    (b) OXIS
      shall have an option for a period of thirty (30) days from the delivery of
      the
      Transfer Notice from the Evernew Representative set forth in Section 4(a)
      to elect to purchase Offered Property subject to the same material terms and
      conditions as described in the Transfer Notice, at a price (the “ROFR Price”)
      equal to the lesser of (i) the Negotiated Price and (ii) the price set forth
      in
      the Transfer Notice. OXIS may exercise its right of first refusal and purchase
      all or any portion of the Offered Property by notifying the Evernew
      Representative in writing (the “ROFR Notice”), before expiration of the thirty
      (30) day period. 

     

    (c) OXIS
      shall effect the purchase of the Offered Property by wire transfer to an account
      provided by Evernew Representative in an amount equal to the ROFR Price, less
      the Accumulated Evernew Amounts as of the date of the ROFR Closing (as defined
      below). 

     

    (d) The
      settlement of the purchase and sale of the Offered Property and payment of
      the
      ROFR Price shall occur within thirty (30) days after the receipt of the ROFR
      Notice by Evernew (the “ROFR Closing”).

     

    (e) To
      the
      extent that OXIS does not exercise its rights to purchase the Offered Property
      within the time periods specified in Section 4(b), the Selling Parties
      shall have a period of ninety (90) days from the expiration of such rights
      in
      which to sell the Offered Property, upon terms and conditions no more favorable
      to either the Selling Parties or the transferee(s) than those specified in
      the
      Transfer Notice (and at a price no less than set forth in the Transfer Notice),
      to the third-party transferee(s) identified in the Transfer Notice, provided,
      however, that in the event OXIS delivers a Call Option Notice pursuant to
      Section 3(c) prior to the closing of the third party sale as contemplated in
      this Section 4(e), EverNew shall not consummate the third party sale as
      contemplated herein, and Evernew’s
      obligation to consummate the Call Closing shall take precedence over the third
      party sale contemplated herein. 

     

     

    
      
        
        

      

      
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    5. Reimbursement
      of Evernew Services and Evernew Compensation.
      To the
      extent OXIS has not exercised the Call Option pursuant to Section 4 or its
      right
      of first refusal pursuant to Section 5 by December 31, 2007, then (i) Evernew
      shall on or prior to March 31, 2008, pay to BioCheck an amount equal to the
      aggregate Evernew Service Cost and Evernew Compensation accumulated on and
      prior
      to March 31, 2008, and (ii) the amount actually paid to BioCheck, multiplied
      by
      the applicable Monthly Percentage for each monthly period in which the Evernew
      Service Cost and Evernew Compensation is determined, shall be deducted from
      the
      balance of the Accumulated Evernew Amount for periods after such payment is
      made. 

     

    6. Termination.
      This
      Agreement shall automatically terminate and be of no further effect on December
      31, 2008, unless earlier terminated as set forth in this Section 6. Each party
      may terminate this Agreement if the other party breaches this Agreement and
      such
      breach is not cured within thirty (30) calendar days after the non-breaching
      party has given the breaching party written notice reasonably describing the
      breach. Each party shall return to the other party within ten (10) calendar
      days
      of the termination of this Agreement any records, reports, documents or other
      materials relating to the services performed by it for the other party which
      may
      be in such party’s possession.

     

    7. Choice
      of Laws; Attorneys Fees.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California, without regard to principles of conflicts of law. Any
      case,
      controversy, lawsuit, action, or proceeding arising out of, in connection with,
      or related to, this Agreement shall be brought in any court of competent
      jurisdiction located in San Mateo, California. If
      any
      party to this Agreement shall take any action to enforce this Agreement or
      bring
      any action or commence any arbitration for any relief against any other party,
      declaratory or otherwise, arising out of this Agreement, the losing party shall
      pay to the prevailing party such party’s reasonable attorneys’ fees and costs
      incurred in litigating such suit or arbitration and/or enforcing any judgment
      granted therein.

     

    8. Specific
      Performance.
      Each of
      the parties agree that any breach of Sections 3 or 4 may cause irreparable
      harm
      for which the aggrieved party may have no adequate remedy at law. Accordingly,
      each party agrees that the other party shall be entitled (without limitation
      of
      any other available rights or remedies and without the necessity of posting
      a
      bond) to seek and obtain injunctive relief against any breach of Sections 3
      or 4
      from any court of competent jurisdiction, in addition to the right to assert
      any
      other remedy it may have under this Agreement, at law or in equity.

     

    9. Amendments;
      Waivers.
      No
      modification, amendment or waiver of any of the provisions of this Agreement
      shall be effective unless made in writing specifically referring to this
      Agreement and duly signed by an authorized representative of each party hereto.
      The failure of either party to enforce its rights under this Agreement at any
      time for any period of time shall not be construed as a waiver of such
      right.

     

    10. Entire
      Agreement.
      This
      Agreement together with each the exhibits attached hereto constitute the entire
      agreement between the parties hereto with respect to the specific subject matter
      hereof, and any and all written or oral agreements heretofore existing between
      the parties hereto with respect to the subject matter hereof are expressly
      canceled.

     

    11. Partial
      Invalidity.
      The
      invalidity or unenforceability of any particular provision of this Agreement
      shall not affect the other provisions hereof. Should any provision or partial
      provision hereof be found illegal or unenforceable for being too broad with
      respect to the duration, scope or subject matter thereof, such provision or
      partial provision shall be deemed and construed to be reduced to the maximum
      duration, scope or subject matter permitted by law.

    
      
        
        

      

      
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    12. Notices.
      All
      notices under this Agreement shall be in writing, and shall be deemed given
      when
      personally delivered, or three (3) calendar days after being sent by prepaid
      certified or registered U.S. mail to the address of the other party to be
      noticed as set forth herein or such other address as such party last provided
      to
      the other by written notice.

     

    13. Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed simultaneously in counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. Signatures received by facsimile shall be deemed to be original
      signatures.

     

    <Remainder
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    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by duly
      authorized representatives of all parties hereto as of the date first written
      above.

    
      	
               

              OXIS:

               

               

               

              OXIS
                INTERNATIONAL, INC.

            	
               

              EVERNEW:

               

               

               

              EVERNEW
                BIOTECH, INC.

            
	
               

              By:
                _________________________________

            	
               

              By:
                ________________________________

            
	
               

              Name:
                _______________________________

            	
               

              Name:
                _______________________________

            
	
               

              Its:
                _________________________________

            	
               

              Title:
                ________________________________

            
	
               

              EVERNEW
                SHAREHOLDERS:

            	 
	
              _____________________________

              Dr.
                John Chen

               

               

              _____________________________

              Amy
                Chen

               

               

              _____________________________

              Peggy
                Chen

               

               

              _____________________________

              David
                Chen

               

               

              _____________________________

              Yiping
                Wang

            	
              _____________________________

              Anna
                Pao

               

               

              _____________________________

              Robert
                Cochran

               

               

              _____________________________

              George
                J. Lee

               

               

              Tauber
                Revocable Trust UTD 9/20/03

               

              By:
                ___________________________

              Name:
                Paul J. Tauber

              Title:
                Trustee

            


    

    


    
      
        
        

      

      
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    Exhibit
      A

    


    List
      of Evernew Biotech, Inc. Shareholders

    


    

      
        	
                1.

              	
                Dr.
                  John Chen

              
	 	 
	 	 
	
                2.

              	
                Amy
                  Chen

              
	 	 
	 	 
	
                3.

              	
                Peggy
                  Chen

              
	 	 
	 	 
	
                4.

              	
                David
                  Chen

              
	 	 
	 	 
	
                5.

              	
                Yiping
                  Wang

              
	 	 
	 	 
	
                6.

              	
                Anna
                  Pao

              
	 	 
	 	 
	
                7.

              	
                Robert
                  Cochran

              
	 	 
	 	 
	
                8.

              	
                George
                  J. Lee

              
	 	 
	 	 
	
                9.

              	
                Tauber
                  Revocable Trust UTD 9/20/03

              


      

    

     

     

    
      
        
        

      

      
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