ex10-22.htm


    Exhibit 10.22

     

    
      	
               T     
         H         E

              O H I
      O
STATE
UNIVERSITY

            	
              GIFT
      AGREEMENT

               

              Date:
      April 18, 2008

            


    

    


    The
undersigned, Ommnimmune Corp., a Texas corporation (Donor), hereby enters into
the following commitment to The Ohio State University (University) to contribute
funds to The Ohio State University Foundation (Foundation) in the amounts and
upon the terms and conditions hereinafter set forth.

    
       

      
        	
                1.  

              	
                Amounts
      and Purposes of the Contribution

              


      

      


       Donor
will contribute the sum of $1,000,000 to a current use fund to be used for
unrestricted research needs of Dr. Pravin Kaumaya in his work at The Ohio State
University.

       

      
        	
                2.  

              	
                Further
      Terms and Conditions of
Contributions

              


      

      


       It is
donor’s intention to fulfill the commitment outlined in paragraph 1.1 as soon as
the same can be accomplished after appropriate consideration of economic
circumstances and income tax implications, but donor will complete the
commitment no later than December 31, 2012 according to the payment schedule
below:

       

      
        	 	$100,000 	By
      June 30, 2008
	 	$100,000     	By
      December 31, 2008
	 	$100,000  	By
      June 30, 2009
	 	$100,000  	By
      December 31, 2009
	 	$100,000  	By
      June 30, 2010
	 	$100,000	By
      December 31, 2010
	 	
                $100,000

              	
                By
      June 30, 2011

              


      

      
        	 	
                $100,000

              	
                By
      December 31, 2011

              


      

      
        	 	
                $100,000

              	
                By
      June 30, 2012

              


      

      
        	 	
                $100,000

              	
                By
      December 31, 2012

              


      

       

      
        	
                 
      

              	
                2.2

              	
                Contribution
      of donor may be in cash or in property with property valuations mutually
      acceptable to donor and the
University.

              


      

       

      
        	
                3.  

              	
                Commitment
      of the University

              


      

      


      
        	
                 
      

              	
                3.1

              	
                The
      University, in consideration of the contribution of Ommnimmune hereby
      makes the following commitments which are subject to the approval and
      action of the particular governing body or authority of the University
      which is appropriate to such action.  If for any reason the
      donor does not contribute the commitment made by donor in paragraph 1.1
      hereof, the University is relieved of any obligations under this section
      of this agreement.  And, if for any reason the University does
      not get approvals form the governing body as specified above, the donor is
      relieved of any further obligations under the terms of this
      agreement.

              


      

      


      
        	
                 
      

              	
                3.2

              	
                Donor
      will be appropriately recognized for his/her gift in various publications
      such as University Development’s quarterly newsletter or Giving Update,
      and in appropriate publications produced by the OSU Medical
      Center.

              


      

       

      
        	
                 
      

              	
                3.3

              	
                Should
      Dr. Pravin Kaumaya vacate his research position at The Ohio State
      University or abandons his research work while at The Ohio State
      University, donor is not obligated to fulfill said
    commitment.

              


      

      


      DONOR(S):

    

    
    

     

    
      	/s/
      Harris A.
      Lichtenstein                             
      	 	Harris
      A.
      Lichtenstein         	 	4/18/2008                      
      
	Signature  	 	Print
      Name         	 	Date
	 	 	 	 	 
	____________________________	 	_____________________	 	_________________
	Signature    	 	Print
      Name      	 	Date
	 	 	 	 	 
	THE
      OHIO STATE UNIVERSITY MEDICAL CENTER:	 	 	 	 
	 	 	 	 	 
	/s/
      Wiley
      Souba                                            
      	 	Wiley
      Souba                        
      	 	5/21/08                           
      
	Signature   	 	Print
      Name  	 	Date
	 	 	 	 	 
	THE
      OHIO STATE UNIVERSITY FOUNDATION:	 	 	 	 
	 	 	 	 	 
	/s/
      Peter B.
      Weiler                                       
      	 	Peter
      B.
      Weiler                      
      	 	5/30/08                           
      
	Signature 	 	Print
      Name       	 	Date


    

     

    


    Fund
number: ___________

    Prepared
by: ____________

    Reviewed:
______________