EXCLUSIVE LICENSE AGREEMENT


 


 


THIS AGREEMENT effective January 18th
, 2012 (the “Effective Date”) is entered into by and between Amarantus BioSciences, Inc. a Delaware corporation, (“AMBS”),
and Power 3 Medical Products, Inc. (“Power 3”). The parties, intending to be legally bound, agree as follows:


 


SECTION 1 – LICENSE


 


1.1Grant of Exclusive License.
For the term of this Agreement, Power 3 hereby grants to AMBS an exclusive worldwide license to develop, manufacture, have manufactured,
use, market, sell and import medical devices and methods under the Power 3 PK IP, including but not limited to the items of intellectual
property detailed on Schedule A hereto, and to use all trademarks and copyrights related to the Power 3 PK IP in furtherance
of such activities.


 


1.1(a)Grant of Non-Exclusive License.
For the term of this Agreement, Power 3 hereby grants to AMBS a non-exclusive, royalty-free, fully paid-up world-wide license to
Power 3 know-how, patents and patent applications which relate to medical devices and methods for the treatment of Neurodegenerative
disease as it relates to Parkinson’s disease.


 


1.1(b)Definitions. 


 


For purposes of this Agreement:


 


(1)“Know-How
Rights” shall mean all trade secret and other know-how rights in and to all data, information, compositions and other
technology (including, but not limited to, formulae, procedures, protocols, techniques and results of experimentation and testing)
in existence on the Effective Date controlled by Power 3 or its affiliates or arising thereafter to the extent necessary or useful
for AMBS to make, have made, use, develop, sell, exploit or seek regulatory approval to market a composition, a diagnostic or service,
or to practice any method or process, at any time claimed or disclosed in any issued patent or pending patent application within
the Patent Rights or which otherwise relates to the Technology.


(2)“Patent
Rights” shall mean (a) all patents and patent applications in any country of the world that claim or cover the Technology
to the extent Power 3 or its affiliates heretofore or hereafter have an ownership or (sub)licensable interest therein, (b) all
divisions, continuations, continuations-in-part, that claim priority to, or common priority with, the patent applications described
in clauses (a) and (b) above or the patent applications that resulted in the patents described in clauses (a) and (b) above, and
(c) all patents that have issued or in the future issue from any of the foregoing patent applications, including utility, model
and design patents and certificates of invention, together with any reissues, renewals, extensions, substitutes or additions thereto.



    	 



    	 



    

 (3)“Power
3 PK IP” shall mean the Patent Rights and the Know-How.


(4)“Power
3 Neurodegenerative disease IP” or shall mean the Patent Rights and Know-How.


(5)“Technology”
shall mean compositions, devices, technology, data and information comprising, responsible for, resulting from or relating to use
of the biomarkers of the PK IP and Power 3 Neurodegenerative disease IP and the tests of the same for the purpose of measuring
such biomarkers, together with all improvements and enhancements thereto, all modifications and derivatives thereof, all products
comprising any of the foregoing, and all methods of manufacture and uses of any of the foregoing, as it relates to the PK IP and
Power 3 Neurodegenerative disease IP.


1.2IP Development. All medical
devices and all additional intellectual property pertaining to Parkinson’s disease diagnosis, including all additional patents,
applications, trademarks, copyrights, inventions, trade secrets, and know-how developed by AMBS or Power 3 during the term of this
Agreement relating to or based in whole or in part on the Power 3 PK IP shall be the sole and exclusive property of the developing
party. All medical devices and all additional Intellectual Property pertaining to Parkinson’s disease diagnosis conceived
or developed by Power 3 during the term of this Agreement, if any, shall be included within the scope of the exclusive license
granted hereunder to AMBS.


 


1.3Term of Agreement. The
initial term of this Agreement shall be 1 year from the date hereof, renewable upon mutual written agreement of the parties.


 


1.4Consideration. In consideration
for the licenses granted hereunder, the validation studies and technology transfer, AMBS shall issue to Power 3 $500,000 worth
of AMBS common stock, priced at the closing price of the common stock on January 23rd, 2012, par value $0.001, in AMBS
shares, including a $25,000 exclusivity fee paid to Power 3 upon execution of a non-binding term sheet dated November 11, 2011
and extended on December 31, 2011. Upon completion of a technology transfer of the Power 3 PK IP into a facility designated by
AMBS completed to the complete satisfaction of AMBS and transfer of ownership of any and all patents pertaining to Parkinson’s
disease diagnosis by way of assignment of all related Power 3 PK IP, AMBS will be required to exercise this Asset Purchase Option
as described below in Section 2.


 


SECTION 2 – ASSET PURCHASE OPTION
AND RIGHT OF FIRST REFUSAL


2.1Asset Purchase Option.
At any time until the expiration of the licensing term of this Agreement, AMBS shall have the exclusive option to purchase all
of the Power 3 PK IP for a purchase price equal to $500,000 worth of common stock, priced at the closing price of the common stock
on January 17th 2012, par value $0.001, in AMBS shares. Within thirty (30) days of AMBS’s written notice to Power
3 that it elects to exercise the purchase option, the purchase shall be concluded by execution of a formal Asset Purchase Agreement
containing customary representations and warranties, together with any and all ancillary documentation necessary to affect the
sale.



    	2



    	 



    

2.2 Right of First Refusal.
 For the full term of the Agreement, AMBS shall be granted a Right of First Refusal to acquire the Power 3 Neurodegenerative
disease IP, including but not limited to the IP on Schedule D, whereby upon completion of the Phase 2 validation study as
described in Schedule B, Power 3 shall be required to negotiate in good faith for the sale of the Power 3 Neurodegenerative disease
IP to AMBS for a period of time not to exceed ninety (90 days). Such period may extend beyond the expiration of this Agreement
provided that negotiations have begun during the term of this Agreement. In the event AMBS and Power 3 are unable to reach a mutually
satisfactory agreement and thereafter Power 3 obtains a bone fide written offer from a third party for the Power 3 Neurodegenerative
disease IP, Power 3 shall be required to disclose such offer and its terms to AMBS within five (5) business days and AMBS shall
have a right to match said written offer within ten (10) business days. In the event AMBS does not match said offer, Power 3 shall
have the right to sell the Power 3 Neurodegenerative disease IP to the third party that made the bona fide offer at the price and
on the terms disclosed to AMBS.


 


SECTION 3 – VALIDATION STUDY AND TECHNOLOGY
TRANSFER


 


3.1Validation Studies and
Technology Transfer. For consideration granted herewith, Power 3 will use good faith efforts to carry out the validation
study and technology transfer according to Schedule B. Each month, Power 3 shall make reports in writing to AMBS on the
status of the validation studies and technology transfer. During the period of this Agreement, AMBS’s technical/scientific
representative and other representatives may have reasonable access to consult informally with Power 3’s technical/scientific
representative regarding the validation studies and technology transfer both personally and by telephone.


 


SECTION 4 – REPRESENTATIONS AND WARRANTIES
OF POWER 3 


 


Power 3 hereby represents and warrants to AMBS
as follows:


 


4.1Organization.
Power 3 (i) is duly organized, validly existing and in good standing (or its equivalent) under the laws of the State of New York,
(ii) has all licenses, permits, authorizations and other consents necessary to own, lease and operate its properties and assets
and to carry on its business as it is now being conducted and (iii) has all requisite corporate or other applicable power and authority
to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and presently proposed
to be conducted. Power 3 is duly qualified or authorized to conduct business and is in good standing (or its equivalent) as a foreign
corporation or other entity in all jurisdictions in which the ownership or use of its assets or nature of the business conducted
by it makes such qualification or authorization necessary.


4.2Authorization;
Validity of Agreement. Power 3 has all requisite corporate power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby. The execution, delivery and performance by Power 3 of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Power 3 and no other
action on the part of Power 3 or any of its stockholders or subsidiaries is necessary to authorize the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered
by Power 3 and is a valid and binding obligation of Power 3, enforceable against Power 3 in accordance with its terms, except as
such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity.



    	3



    	 



    

4.3Consents
and Approvals; No Violations. Neither the execution, delivery or performance of this Agreement by Power 3 nor the consummation
of the transactions contemplated hereby will (i) violate any provision of its certificate of incorporation or by-laws; (ii) violate,
conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default) under, require the consent of or result in the creation of any encumbrance upon any of the
properties of Power 3 or any of its subsidiaries under any material note, bond, mortgage, indenture, deed of trust, license, franchise,
permit, lease, contract, agreement or other instrument to which Power 3 or any its subsidiaries or any of their respective properties
may be bound; (iii) require any consent, approval or authorization of, or notice to, or declaration, filing or registration with,
any governmental entity by or with respect to Power 3 or any of its subsidiaries; or (iv) violate any order, writ, judgment, injunction,
decree, law, statute, rule or regulation applicable to Power 3 or any of its subsidiaries or any of their respective properties
or assets (See Schedule C).


4.4The
consent of, or the delivery of notice to or filing with, any party to a material contract is not required for the execution and
delivery by Power 3 of this Agreement or the consummation of the transactions contemplated under the Agreement.


4.5Patents
and Other Intangible Assets. Power 3 (i) owns, free and clear
of all liens, all patents, trademarks, copyrights, inventions, trade secrets, and know-how related to or comprising
the Power 3 PK IP, (ii) has not sold or granted to any third party any rights in the Power 3 PK IP, and (iii) has the right to
use such intellectual property without infringing upon or otherwise acting adversely to the
right of any person under or with respect to any of the foregoing. All of the Power 3 PK IP can and will be licensed by Power
3 to AMBS upon the terms of this Agreement without the consent of any Person other than AMBS. 


4.6Shares
To Be Issued To Power 3. With respect to the shares of common stock to be issued to Power 3 as consideration hereunder
(the “Shares”), Power 3 represents and warrants to AMBS the following:


 


(a)          
Power 3 acknowledges that an investment in the Shares involves a high degree of risk in that
AMBS does not currently generate revenue and may require substantial funds to pursue its business plan; 


 


(b)          
Power 3 recognizes that an investment in the shares is highly speculative and only investors
who can afford the loss of their entire investment should consider investing in AMBS and the Shares;



    	4



    	 



    

(c)          
Power 3 and its officers and directors have such knowledge and experience in finance, securities,
investments, including investment in unregistered securities, and other business matters so as to be able to protect its interests
in connection with this transaction;


 


(d)          
Power 3 is an "Accredited Investor" as defined in Rule 501 of Regulation D promulgated
under the Securities Act of 1933, as amended;


 


(e)          
Power 3 acknowledges that only a limited market for the Shares presently exists and accordingly
Power 3 may not be able to liquidate its investment;


 


(f)           
Power 3 acknowledges that the Shares are subject to significant restrictions on transfer as
imposed by state and federal securities laws, including but not limited to a minimum holding period of at least six (6) months;


 


(g)          
Power 3 hereby acknowledges (i) that this offering of Shares has not been reviewed by the
United States Securities and Exchange Commission ("SEC") or by the securities regulator of any state; (ii) that the Shares
are being issued by AMBS pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933; and
(iii) that the certificate evidencing the Shares received by Power 3 will bear a legend in substantially the following form:


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REGISTRATION
IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES
LAWS OR ANY RULE OR REGULATION PROMULGATED THERE UNDER.


 


(h)          
Power 3 is acquiring the Shares as principal for Power 3's own benefit;


 


(i)            
Power 3 is not aware of any advertisement of the Shares or any general solicitation in connection
with any offering of the Shares;


 


(j)           
Power 3 acknowledges and agrees that the AMBS has previously made available to Power 3 the
opportunity to ask questions of and to receive answers from representatives of AMBS concerning AMBS and the Shares, as well as
to conduct whatever due diligence Power 3, in its discretion, deems advisable.



    	5



    	 



    

SECTION 5 – REPRESENTATIONS AND WARRANTIES OF AMBS


 


AMBS hereby represents and warrant to Power
3 as follows:


 


5.1Organization.
AMBS (i) is duly organized, validly existing and in good standing (or its equivalent) under the laws of the State of Delaware,
(ii) has all licenses, permits, authorizations and other consents necessary to own, lease and operate its properties and assets
and to carry on its business as it is now being conducted and (iii) has all requisite corporate or other applicable power and authority
to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and presently proposed
to be conducted. AMBS is duly qualified or authorized to conduct business and is in good standing (or its equivalent) as a foreign
corporation or other entity in all jurisdictions in which the ownership or use of its assets or nature of the business conducted
by it makes such qualification or authorization necessary.


5.2Authorization;
Validity of Agreement. AMBS has all requisite corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and performance by AMBS of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by the Board of Directors of AMBS and no other action on the
part of AMBS or any of its stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by AMBS and is
a valid and binding obligation of AMBS, enforceable against AMBS in accordance with its terms, except as such enforcement is limited
by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general
principles of equity.


5.3Shares
To Be Issued To Power 3. With respect to the shares of common stock to be issued to Power
3 as consideration hereunder (the “Shares”), AMBS represents and warrants to Power 3 that, upon issue, the Shares
will be duly and validly issued, fully paid and non-assessable common stock in the capital of AMBS.


5.4Fairness
Opinion. Power 3 and AMBS represents that the Parties do not require a fairness opinion to execute this Agreement or transfer
the License.


SECTION 6 – INDEMNIFICATION AND RELATED MATTERS


6.1Indemnification.
Power 3 shall indemnify and hold harmless AMBS, and AMBS shall indemnify and hold harmless Power 3, (collectively, the “Indemnified
Parties”), and shall reimburse the Indemnified Parties for, any loss, liability, claim, damage, expense (including, but
not limited to, costs of investigation and defense and reasonable attorneys’ fees) (collectively, “Damages”)
arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties made
in this Agreement or in any disclosure schedule thereto, or any actions, omissions or statements of fact inconsistent with any
such representation or warranty, (b) any failure to perform or comply in any material respect with any covenant or agreement in
this Agreement, (c) taxes attributable to any transaction or event occurring on or prior to the date of this Agreement, or (d)
any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations
of the respective parties prior to the date hereof.



    	6



    	 



    

6.2Survival.
All representations, warranties, covenants and agreements of the Parties contained in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the termination of the initial term of this Agreement.


6.3Notice
of Claims.


(a)If
an Indemnified Party shall assert a claim for indemnification pursuant to Section 6.1, such Indemnified Party shall submit to the
indemnitor a written claim stating: (i) that an Indemnified Party incurred or reasonably believes it may incur Damages and the
amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such
claim and the section or sections of this Agreement alleged as the basis or bases for the claim. 


(b)In
the event that any action, suit or proceeding is brought against any Indemnified Party with respect to which a party may have liability
under this Section 6, the indemnitor shall have the right, at its cost and expense, to defend such action, suit or proceeding in
the name and on behalf of the Indemnified Party; provided, however, that the Indemnified Party shall have the right
to retain its own counsel, with fees and expenses paid by indemnitor, if representation of the Indemnified Party by counsel retained
by the indemnitor would be inappropriate because of actual or potential differing interests between indemnitor and the Indemnified
Party. In connection with any action, suit or proceeding subject to this Section 6, the parties agree to render to each other such
assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding. An
indemnitor shall not, without the prior written consent of the applicable Indemnified Parties, which consent shall not be unreasonably
withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable
and unconditional release of such Indemnified Parties for any liability arising out of such claim or demand.


SECTION
7 – TERM AND TERMINATION


7.1This
Agreement shall expire 1 year from its date of execution unless extended or sooner terminated in accordance with the provision
of this section.


7.2Either
party may terminate this Agreement on the anniversary date by giving the other party sixty (60) days prior written notice of its
election to terminate.


7.3If
Power 3 fails to timely meet its obligations under Section 3 and shall fail to remedy these failures within thirty (30),
ABMS may terminate this Agreement upon thirty (30) days written notice. Upon termination, Power 3 shall immediately return, without
further consideration, all common stock issued to Power 3 under the terms of this Agreement.


7.4No
rights or obligations survive termination of this Agreement.



    	7



    	 



    

SECTION 8 – NOTICES 


 


All notices, requests, demands, claims, and
other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be
deemed duly delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid,
or one business day after it is sent for next business day delivery via a reputable nationwide overnight courier service, in each
case to the intended recipient as set forth below:


 


If to Power 3:


Power 3 Medical Products, Inc.


ATTN: Helen R. Park, M.S.


26202 Oakridge Dr. A-102


The Woodlands, TX 77380


 


If to AMBS:


Amarantus BioSciences, Inc.


Attn: Gerald Commissiong


675 Almanor Ave.


Sunnyvale, CA 94085


 


SECTION 9 – MISCELLANEOUS


 


9.1Amendments. Subject to applicable
law, this Agreement may be amended or modified by the parties hereto only by written agreement executed by each party to be bound
thereby and delivered by duly authorized officers of the parties hereto.


 


9.2Entire Agreement. This Agreement
and the exhibits attached hereto or referred to herein constitute the entire agreement of the parties hereto, and supersede all
prior agreements and undertakings, both written and oral, among the parties hereto, with respect to the subject matter hereof and
thereof.


 


9.3Severability. If any term or
other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good
faith to amend or modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the extent possible.


 


9.4Successors and Assigns; Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties
hereto without the prior written approval of all parties.



    	8



    	 



    

9.5No Third Party Beneficiaries.
Nothing herein expressed or implied shall be construed to give any person other than the parties hereto (and their successors and
assigns as permitted herein) any legal or equitable rights hereunder.


 


9.6Counterparts; Delivery by Facsimile.
This Agreement may be executed in multiple counterparts, and by the different parties hereto in separate counterparts, each of
which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement.
This Agreement and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or
thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by electronic
mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto
or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver
them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or
electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated
through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each
such party forever waives any such defense.


 


9.7Governing Law. This Agreement
and the agreements, instruments and documents contemplated hereby shall be governed by and construed and enforced in accordance
with the laws of the State of Nevada without regard to its conflicts of law principles.


 


8.8Interpretation.


 


(a)               
When a reference is made in this Agreement to a section or article, such reference
shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary.


(b)              
Whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”


(c)               
The words “hereof”, “hereby”, “herein”
and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references
are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.


(d)              
The words “knowledge,” or “known to,”
or similar terms, when used in this Agreement to qualify any representation or warranty, refer to the knowledge or awareness of
certain specific facts or circumstances related to such representation or warranty of the persons in the Applicable Knowledge Group
(as defined herein) which a prudent business person would have obtained after reasonable investigation or due diligence on the
part of any such person. For the purposes hereof, the “Applicable Knowledge Group” with respect to AMBS shall
be Gerald Commissiong. For the purposes hereof, the “Applicable Knowledge Group” with respect to Power 3 shall
be Ira L. Goldknopf, Ph.D.



    	9



    	 



    

(e)               
The word “subsidiary” shall mean any entity of which at least
a majority of the outstanding shares or other equity interests having ordinary voting power for the election of directors or comparable
managers of such entity is owned, directly or indirectly by another entity or person.


(f)               
For purposes of this Agreement, “ordinary course of business”
means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).


(g)              
The plural of any defined term shall have a meaning correlative to such defined
term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical
forms shall have a corresponding meaning.


(h)              
A reference to any legislation or to any provision of any legislation shall
include any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory
instruments issued thereunder or pursuant thereto, unless the context requires otherwise.


(i)                
The parties hereto have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.



    	10



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above.  


 


	Amarantus BioSciences, Inc.
	
	
	By:	/s/ Gerald Commissiong
	Name:	Gerald Commissiong
	Title:	President & CEO
	
	
	
	Power 3 Medical Products, Inc.
	
	
	By:	/s/ Helen R. Park
	Name:	Helen R. Park, M.S.
	Title:	Interim CEO
	 	 	 



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Schedule A
– Power 3 Parkinson’s Disease Diagnostic IP 


 


The Power 3 PK IP shall include of
all of Power 3’s right title and interest in and to the intellectual property rights set forth herein below, as they relate
to Parkinson’s disease diagnosis, including without limitation: (a) the patents, patent applications, and any inventions
set forth below (collectively, the "Patents"); (b) all rights to apply in any or all countries of the world for patents
or governmental grants in such Patents; (c) any and all applications filed and any and all patents, certificates of inventions
or other governmental grants granted on said Patents in the United States or any other country, including each and every application
filed and each and every Patent granted on any applications which is a division, substitution or continuation of any of said applications;
(d) each and every reissue or extension of any of such Patents; (e) each any every patent claim resulting from a reexamination
certificate for any and all such Patents; and (f) any and all rights to sue for and recover damages for any past, present or future
violation, misappropriation or infringement of the Patents.


 


	Title of Patent, Patent Application, or Invention	Jurisdiction	Application/Priority
	Diagnosis of Parkinson’s Disease	US	12/802,630; 06/10/2009
	Assays for diagnosis and therapeutics employing similarities and differences in blood serum concentrations of 3 forms of complement C3C and related protein biomarkers between Amytrophic Lateral Sclerosis and Parkinson's disease	US	13/118,175; 08/24/2005
	Forty Seven (47) Protein Biomarkers For Neurodegenerative  Diseases	US	12/069,807; 2/13/2008



    	12



    	 



    

Schedule B


 


Timeline for PD Technology Transfer and Development


 










    	13



    	 



    



Summary of Steps


 


IP exchange


Patent Applications Exchange


SOP exchange


Lists


Equipment and supplies


Personnel requirements


Training


Training manual

In-house at P3 training


Training at Amarantus approved site


Qualification


P3 & Am side by side testing


Certification


Release of PD diagnostic test to Amarantus


Clinical Trials


Finish Phase II


Configuration for target market


Phase III


Future Options


CLIA testing with Gel system


ELISA development


CLIA testing ELISA


Partner mid to large diagnostic company


FDA approval for Gel system


FDA approval for ELISA


FDA partnering with diagnostic company


 



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Monthly Timeline


 


Month
one P3 - $50,000 


IP
exchange 


IP
discussions 


SOP’s 


Personnel 


Lab
Tecfull  


PhD
1/3 


Consultant
1⁄2 


Supplies 


Gels 


Other
chemicals 


Calibration 


Freezer 


Water
system 


Spectrophotometer 


Imager 


Computer
program updates 


PDQUEST® 


SAS® 


Analyze-It® 


Training
manual transfer 


Contact
clinical site for initial samples PK and control samples 


IP
attorney 


Equipment
List and contact information transfer 


Supply
list 


Vendor
list with contact information 



    	15



    	 



    

Month one AM


Receive IP info transfer-consult with IP
attorney for prosecution needed


Read and analyze SOPs-questions


Lease lab space


Decide location of lab space


Contract lab work



    	16



    	 



    

Month Two P3 - $40,000


Personnel 


Lab
Techfull 


PhD1/3 


Consultant1⁄2 


Imaging
training new personnel 1/3 time 


SAS
analysis training new personnel 1/3 time 


Supplies 


Re
run samples on new gels/stain/de-stain/image 


Albumin
standards 12 gels 


Pools 


PD 


PD
like 


Control
(age/sex matched) 


Qualify
Results 


Samples
from Phase I (triplicate) 


5
PD 


5
PD like 


5
Age matched controls 


Qualify
Results 


Samples
from Phase II (triplicate) 


25
samples PD 


25
samples PD like 


25
samples control 


Qualify
Results 


Validation
for method restart complete when criteria met: 


Image
quality 


Accuracy 


Reproducibility 


Robustness 


Linearity 


Dynamic
range 


Limit
of detection 


Limit
of quantify ability 


Plan
for next phases samples with Amarantus 


Contract
and IRB Protocol for new clinical site for prospective samples 






    	17



    	 



    





Month Two-Three AM


Set up lab at AM designated site


Order equipment


2D Gel equipment


Spectrophotometer


Imager


Hood


Refrigerators


Solution storage


Working sample storage


Freezer -20°C


Freezer -80°C


Water system – high quality


Biohazard container and pickup contract


Miscellaneous


Order supplies 


Reagents


Miscellaneous 


Employ qualified personnel


Project manager


Lab
manager 


Lab
tech 


Image analysis


Bioinformatics


Purchase computers


Purchase PDQUEST® program


Purchase SAS® program


Procure source for new samples


 


Month Two P3 and AM


Develop plan for continuation of clinical trial
for PD


disease diagnosis



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Month Three-Five P3 - $40,000


 


Begin running samples for clinical trials-continue
Phase II


 


50 new PD prospective samples


50 new PD like prospective samples


50 new prospective control samples


 


Evaluate SAS generated results


 


Begin training AM personnel at P3


LTfull 


PhD1⁄2 


Consultant
1⁄2 


Image
Tech 


SAS
consultant 1/3 


Supplies 


Send
initial samples (Set 1) from phase I and standard pools to AM 



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Month Four AM Train at P3 - $40,000


Visit
P3 


Train
for protein analysis 


Train
use of spectrophotometer 


Standard
curve with Standard albumin 


Train
for 2D gels 


Train
image Tech 


SAS
program set up and initial training 


Qualify
training of AM Personnel 


Albumin
standards 12 gels 


Pools 


PD 


PD
like 


Control
(age/sex matched) 


Qualify
Results 


Samples
from Phase I (triplicate) 


5
PD 


5
PD like 


5
Age matched controls 


Qualify
Results 


Samples
from Phase II (triplicate) 


25
samples PD 


25
samples PD like 


25
samples control 


Qualify
Results 


Validation
for method transfer complete when criteria met: 


Image
quality 


Accuracy 


Reproducibility 


Robustness 


Linearity 


Dynamic
range 


Limit
of detection 


Limit
of quantify ability 



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Month Six-Twelve P3


Continue
clinical sample testing and analysis 


Start
Phase III clinical trial 


500
PD 


500
PD like 


500
Age matched 


Personnel 


LTfull 


Asst
ltfull 


PhDfull 


Image
tech 


Consultant
1⁄2 


SAS
consultant full 


Clerk 



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Month Five AM


Train
and qualify at AM facility 


Albumin
standards 12 gels 


Pools 


PD 


PD
like 


Control
(age/sex matched) 


Qualify
Results 


Samples
from Phase I (triplicate) 


5
PD 


5
PD like 


5
Age matched controls 


Qualify
Results 


Samples
from Phase II (triplicate) 


25
samples PD 


25
samples PD like 


25
samples control 


Qualify
Results 


Validation
for method transfer complete when criteria met: 


Image
quality 


Accuracy 


Reproducibility 


Robustness 


Linearity 


Dynamic
range 


Limit
of detection 


Limit
of quantify ability 


Send
results to P3 


Pass
this set vs. results of AM at P3 and P3 at P3 



    	22



    	 



    

 


Month Six-Eight AM


 


Begin running samples for clinical trials-continue
Phase II


 


50 new PD prospective samples


50 new PD like prospective samples



50 new prospective control samples


 


Evaluate SAS generated results



    	23



    	 



    

Month Nine-Fifteen AM


Receive clinical trial samples


Start Phase III clinical trial Testing at
AM


Compare results for validation with Power
3 results


 


Month Thirteen P3


Start Preparation for Commercialization with
Am


 


Month Sixteen AM


Continue Phase III


If everything validates


Tech transfer complete


 



    	24



    	 



    

Timeline


 


Six Month timeline Cost


	Month 1 Lab startup $50,000
	Month 2 Requalification $40,000
	Month 3 Continue Phase II $40,000
	Month 4 Continue Phase II $40,000
	Month 5 Continue Phase II $50,000
	Month 6 Begin Phase III $65,000






Total $285,000


 


This is for Power 3’s portion of the time line.


This is a laboratory use of funds only. No new equipment. For intrinsic
cost without a detailed budget, it might be better to estimate a budget of $300,000 to $500,000.


 



    	25



    	 



    

Schedule C


 


Legal Opinion related to legal claim with
Transgenomics



    	26



    	 



    

January 6, 2012


 


 


 


 


VIA EMAIL
Helenpark9@aol.com


 


Helen R. Park


Power3 Medical Products, Inc.


26202 Oak
Ridge Drive, Suite A-I 02


Spring, TX 77380


 


Re:Transgenomic, Tne. v. Power3 Medical Products,
Tnc.


Case No:
10-cv-79


Our File No.
12543-0


 


Dear Helen:


 


Pursuant to your request, this letter
addresses the litigation status between Power3 Medical
Products, Inc. and Transgenomic,
Inc. in the case captioned Transgenomic. Tnc. v. Power3 Medical
Products. Inc., Case
No.: lO·cv-79, in the U.S. District Court
for the District for Nebraska (the "Litigation").


 


After a
July 20 II mediation, the parties to the Litigation reached
a Settlement and Mutual Release Agreement that was executed in August 2011. On October 12, 2011, the Court
entered an Order dismissing
the Litigation with prejudice.


 


Please let me know if you have any questions regarding
the Litigation.


 


Sincerely,


 


 


/s/ Kristin M.V. Farwell


Kristin M.V. Farwell


 


KMF/jlm


cc: Gregory C. Scaglione



    	27



    	 



    

Schedule D


 


Neurodegenerative Disease IP



    	28



    	 



    

 


 


Power3 Medical Products,
Inc.


Neurodegenerative IP List


 


	PATENT	NUMBER
	Diagnosis of Parkinson's Disease	
        12/802,630

         

	Assays for ALS and ALS-Like Disorders	
        12/804,868

         

	Assays for diagnosis and therapeutics employing similarities and differences in blood serum concentrations of 3 forms of complement C3C and related protein biomarkers between Amytrophic Lateral Sclerosis and Parkinson's disease	
        131118,175

         

	Diagnosis of Alzheimer's Disease	
        13/153,669

         

	Diagnosis of Multiple Forms of Alzheimer's Disease Based on Difference in Concentration of Protein Biomarkers in Blood Serum of Patients	
        12/217,885

         

	Forty Seven (47) Protein Biomarkers For Neurodegenerative Disease	
        12/069,807

         

	TRADEMARK	
	NeuroPro and Design	
        76/605,921

         



 


Confidential Information
26202 Oakridge, DR. Suite A-102, Spring, TX 77380






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