Unassociated Document


     

    Cardio
      Neo-Genesis Limited Partnership Sponsorship Agreement

     

    This
      Agreement is made as of November 7, 2008 by and between CardioVascular
      BioTherapeutics, Inc., a Delaware corporation (“CVBT”) and Neo Cardio Partners,
      LLC
      (“Sponsor”)
      with
      reference to the following:

     

    R
      E C
      I T A L S

     

    A. CVBT
      is a
      biopharmaceutical company in the process of developing drugs utilizing
      formulations of human FGF-1 for cardiovascular diseases characterized by
      inadequate blood flow to a tissue or organ.

     

    B. CVBT
      has
      obtained or will soon obtain authorization from the U.S. Food and Drug
      Administration (“FDA”) to commence a Phase II clinical trial for its drug
      candidate for severe coronary heart disease, CVBT-141H (the “Heart
      Drug”).

     

    C. Sponsor
      wishes to form a limited partnership (the “Clinical Partnership”) in order to
      fund the further research required to bring the Heart Drug through all or a
      portion of its Phase II clinical trial. The Clinical Partnership will be named
      Cardio
      Neo-Genesis, LP
      (“CNG”).

     

    D. CVBT
      is
      willing to enter into a contract with the CNG to conduct and/or manage the
      further research required to bring the Heart Drug through all or a portion
      of
      its Phase II clinical trial. THEREFORE, in consideration of the promises and
      the
      mutual covenants contained herein and for valuable consideration the sufficiency
      of which is acknowledged, the parties agree as follows:

     

    1. Formation
      and Funding of the Clinical Partnership.
      Either
      directly or through an investment vehicle controlled by Sponsor, on or before
      October 30, 2008, Sponsor agrees to form and act as the general partner of
      the
      Clinical Partnership. In that regard, Sponsor agrees to raise on a best efforts
      basis up to $15,000,000 USD (Fifteen Million US Dollars) from sophisticated,
      accredited investors. Sponsor agrees that, unless the funding requirement of
      section 2(a) below is extended by CVBT, all funding will be completed by April
      30, 2009. CVBT will have no responsibility for the formation, management,
      funding or operation of the Clinical Partnership. Sponsor shall be the main
      point of contact with whom CVBT shall work when interacting with the Clinical
      Partnership unless Sponsor designates in writing a party other than
      Sponsor.

     

    2. Development
      Contract

     

    (a) Investment.
      Sponsor
      agrees that it will cause the Clinical Partnership to enter into separate
      development and licensing contracts with CVBT, containing customary provisions,
      for the purpose of conducting all or a portion of the further research necessary
      to develop the Heart Drug into a marketable product. Sponsor will cause the
      Clinical Partnership to fund the net proceeds of the agreed upon provision
      for
      working capital toward such research and development effort described in the
      development contract all of which shall be paid to CVBT on or before April
      30,
      2009, unless extended by CVBT. 

     

     

    Exhibit
      10.3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) No
      Liability If Not Successful.
      If
      development of the Heart Drug is not successful, CVBT will owe nothing to the
      Sponsor or the Clinical Partnership.

     

    (c) Economic
      Benefit to the Clinical Partnership.
      The
      Clinical Partnership will receive from CVBT the right to a royalty if revenues
      or other forms of economic benefit are derived from the Heart Drug.


     

    (i)
      Royalty.
      The
      Clinical Partnership has a right to future revenues of the CVBT Heart Drug,
      from
      partnering, licensing or from sales once the Heart Drug is approved by the
      regulatory authorities. The Partnership CNG shall receive 5% of all monies
      CVBT
      collects for the Heart Drug, until the Limited Partner(s) have received a
      cumulative total of 20 times the original investment into CNG by the limited
      partner(s). CVBT acknowledges that raising capital for CNG from limited partners
      is expensive. CVBT accepts that CNG will pay the following marketing costs:
      1)
      cost of preparing documents, and annual administrative and accounting costs,
      all
      together provided for as 2.5% of the capital raised by CNG from its limited
      partners; 2) a placement fee of 8% of the money raised; 3) a due diligence
      fee
      of 2% of the money raised; 4) a wholesale fee of 1% of the money raised; and
      5)
      a general partner’s profit participation of 20% of all royalties, after first
      200% of the limited partners’ original investment has been paid. Royalty
      payments will be paid from CVBT to the Clinical Partnership on a quarterly
      basis
      as provided for in the Development and/or Licensing agreements.

     

    3. Ownership
      of the Drug and Intellectual Property Rights.
      At all
      times during the course of development pursuant to the development contract,
      the
      Heart Drug and all intellectual property rights related thereto shall be owned
      by CVBT or subject to the provisions of the Development and/or Licensing
      agreements. Nothing in this Agreement shall be construed to create any license
      or transfer any intellectual property rights to any party.

     

    4. Miscellaneous.

     

    (a) Except
      for the development and licensing agreements referenced in Section 2 hereof,
      this Agreement constitutes the entire agreement between the parties hereto
      with
      respect to the subject matter hereof.

     

    (b) This
      agreement shall be governed by the laws of the State of Nevada, without regard
      to its conflicts of law rules with exclusive venue in the state and federal
      courts within the District of Nevada.

     

    (c) This
      agreement will terminate automatically and be of no further force or effect
      if
      (i) the Clinical Partnership is not formed on or before November 15, 2008 and
      (ii) the development agreement referenced in Section 2 hereof has not been
      entered into by CVBT and the Clinical Partnership on or before November 15,
      2008.

     

    Exhibit
      10.3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Sponsor
      understands and acknowledges that CVBT is a publicly traded company, and as
      such, CVBT will be required to report the terms of this contract, and the
      development agreement, pursuant to its reporting obligations under the
      Securities Exchange Act of 1934, as amended. Sponsor also acknowledges that
      CVBT
      plans to make a press release about this contract and the development agreement.
      Copies of both will be provided to the Sponsor.

     

    (e) Time
      is
      of the essence in this Agreement.

     

    (f) This
      Agreement may be executed via facsimile and in one or more counterparts, all
      of
      which together shall constitute one document.

     

    (g) If
      any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      unenforceable, then such provision shall be disregarded and the remaining
      provisions of this Agreement shall remain in full force and effect.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

     

    
      	CARDIOVASCULAR
              BIOTHERAPEUTICS, INC.	 	Neo
              Cardio
              Partners, LLC
	 	 	 	 	 
	 	 	 	 	 
	By 	/s/ Mickael
              A. Flaa	 	By	/s/ Jody
              L.
              Mack 
	 	
            	 	 	
            
	Name	Mickael
              A. Flaa  	 	Name	Jody
              L. Mack
	Title
              	Chief
              Financial Officer  	 	Title	Managing
              Member
	 	 	 	 	 
	 	
               (“CVBT”) 

            	 	 	
               (“Sponsor”)

            


    

     

    Exhibit
      10.3