Exhibit
10.67


EMPLOYMENT
AGREEMENT BETWEEN


ZANDER
THERAPEUTICS, INC.


AND


Todd
S. Caven


 


THIS EMPLOYMENT
AGREEMENT (the "Agreement") dated as of August 21, 2017 is entered into between Zanderr Therapeutics,
Inc., a Nevada corporation, (the "Company") and Todd S. Caven ("Employee").


 


WITNESSETH:


WHEREAS, Employee
and the Company desire to enter into an agreement providing for the employment by the Company of Employee
upon the terms provided herein.


REPRESENTATIONS AND WARRANTIES


A)
Company hereby represents and warrants to Employee as follows;


(i)
Corporate Existence of Company. Company:


(a)
is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and


(b)
has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary to
execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.


 


(ii) No
Conflicts. None of the execution, delivery and performance of this Agreement by Company, or the consummation
or the transactions contemplated hereby and thereby


 


(a)
constitutes or will constitute a violation of the organizational documents of Company,


(b)
constitutes or will constitute a breach or violation of, or a default (or an event which, with notice
or lapse of time or both, would constitute such a default) under, any indenture, mortgage,
deed of Company, loan agreement, lease or other agreement or instrument to which Company is a
party or by which Company or any of its properties may be bound,


(c)
violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court
or Governmental Authority directed to Company or any of its properties in a proceeding to which
its property is or was a party.


 


(B)
Employee hereby represents and warrant to Company as follows:


(i)
No Conflicts. None of the execution, delivery and performance of this Agreement by Employee, or the consummation of the transactions
contemplated hereby and thereby


(a)
constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both,
would constitute such a default) under, any indenture, mortgage, deed of Trust, loan agreement, lease or other agreement or instrument
to which Employee is a party or by which Employee or any of its properties may be bound,


(b)
violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental
Authority directed to Employee or any of their properties in a proceeding to which its property is or was a party.


AGREEMENT:


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NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the parties hereto, intending
to be legally bound, hereby agree as follows:


1.
Employment. During the Employment Period (as defined in Section 2), the Company hereby employs Employee and Employee hereby accepts
employment.


2.
Term. The Term of this Agreement shall commence on August 15, 2017 and shall expire on August 14, 2019 unless sooner terminated
in accordance with the provisions of Section 6 hereof; provided, however, that the term of this Agreement may be extended by mutual
agreement. The period from the commencement of the term of this Agreement to the date of its expiration or sooner termination
shall be considered to be the “Employment Period" hereunder. AT THE END OF THE EMPLOYMENT PERIOD, THIS AGREEMENT MAY
BE EXTENDED FOR AN ADDITIONAL YEAR BY WRITTEN MUTUAL CONSENT OF THE PARTIES HERETO.


3.
Duties. Employee shall be granted the title of President and Chief Scientific Officer of the Company subject to the authority
of the Company's Chief Executive Officer (the “CEO”). Employee shall perform such duties commensurate with his office
and as directed the CEO such duties to include, but not be limited to:


 


See
Schedule 1.


 


During
the Employment Period, Employee shall perform his duties hereunder in a diligent manner, subject to the provisions of Schedule
1 of this Agreement; devoting such amount of his business time, attention and efforts to the affairs of the Company within the
scope of his employment as is necessary for the proper rendition of such service and shall use his best efforts to promote the
best interests of the Company. Employee's services shall be rendered when and as required by the Board and in accordance with
his instructions, direction and control.


It
is agreed that Employee will only devote such time as to effectively conduct duties and responsibilities associated with this
position pursuant to this Agreement.


4.
Compensation Salary. During the Employment Period, Company shall pay Employee salary at the rate of:


 


	 	(i)	During
    that period commencing August 15, 2017 and ending on the sooner of (a) the expiration of the Employment Period or (b) the
    last day of any month during the Employment period in which the Company shall have sold equity or debt securities generating
    net cash proceeds to the Company of Two Million Dollars ($2,000,000) or more (“Capital Raise”) Employee shall
    receive from the Company 10,000 shares of the Company's Series M Preferred stock per month as compensation for Employee’s
    services pursuant to this Agreement .


 


	 	(ii)	During
    the period commencing the first day subsequent to the end of that month in which the successful completion by the Company
    of the Capital Raise shall have occurred and ending upon the expiration of the Employment Period, Company shall pay Employee
    salary at the rate of $16,667 per month prorated for any partial employment month ("Salary"). Salary shall be paid
    on a monthly basis (“Payday”). In the event that Payday falls on a Saturday, Sunday or holiday, Salary shall be
    paid on the next business day. Salary may be paid, at the Company’s sole discretion, either in:


 


(a)
        cash, or


(b)
        10,000 shares of the Company’s Series M Preferred stock (“Stock Payment”)


(c)       Registered
shares of the Company's common stock


 


Employee
acknowledges that any Stock Payments issued pursuant to this Agreement that are not registered pursuant to the Securities
Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities
Act of 1933, and shall contain the following restrictive legend:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN


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EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.


 


The
Company may register any Stock Payment pursuant to the Securities Act of 1933, but is not obligated to do so pursuant to this
Agreement.


 


5.
Benefits.


a.
During the Employment Period, Employee shall be entitled to participation in any profit sharing plan, retirement plan, group life
insurance plan or other insurance plan, medical expense plan, medical and dental insurance and other benefit arrangements maintained
by the Company for its employees generally and, if applicable, their family members. In addition, Employee shall be entitled to
15 days paid vacation (“Vacation”) subject to having given fourteen days prior notice to the Company of Employee’s
intent to Vacation.


b.
       Stock Compensation.  Employee acknowledges he has received 500,000 Series M Preferred
shares that are fully vested and considered compensation in full for service prior to the execution of this agreement .Employee
acknowledges that any Series M Shares  issued prior to or pursuant to this Agreement will not be  registered pursuant
to the Securities Act of 1933 , shall constitute “restricted securities” as that term is defined in Rule 144 promulgated
under the Securities Act of 1933 and shall contain the following restrictive legend:


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.


d.       Milestone
Shares. Employee shall receive another an aggregate of 10,000,000 newly issued Series M Preferred shares of the Company upon achievement
of milestones (“Milestone Shares”).  The shares shall be subject to a vesting schedule (See Schedule 2)


 


 


6.
Termination.


a.
Employee's employment hereunder shall terminate upon the earlier of:


(i)
the expiration of the Employment Period,


(ii)
the death of Employee,


(iii)
the expiration of a continuous period of thirty (30) calendar days during which Employee is unable to perform his material duties
due to physical or mental incapacity,


(iv)
termination by the Company due to “just cause,”


(v)
termination by Employee due to a material breach of this Agreement by the Company. The exercise of the right of the Company or
Employee to terminate this Agreement pursuant to clauses


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(iv)
or (v) hereof, as the case may be, shall not abrogate the rights and remedies of the terminating party in respect of the breach
giving rise to such termination.


b.
"Just cause" hereunder shall be defined and limited to mean:


(i)
Employee's failure or refusal, as determined by the CEO in his sole discretion, to perform specific directives of the CEO which
are consistent with the scope and nature of Employee's duties and responsibilities as set forth herein (including the duties described
in Section 3), which failure or refusal continues after notice thereof and a reasonable time to cure; such reasonable time to
be determined by the CEO.


(ii)
Employee's conviction for a felony or any crime involving moral turpitude, fraud, or misrepresentation, or the presentation of
proof satisfactory to the CEO in the exercise of his reasonable judgment of Employee's misappropriation or embezzlement of funds
or assets from the Company;


(iii)
any intentional act having the purpose and effect of injuring the reputation, business or business relationships of the Company
in any material respect; and


(iv)
any breach by Employee of any material provision of this Agreement, including, without limitation, the restrictive covenants contained
in Section 7 hereof.


c.
In the event of any dispute regarding the existence of Employee's incapacity hereunder, the matter wil1 be resolved by the determination
of a physician qualified to practice medicine in California selected by the CEO. For this purpose, Employee will submit to appropriate
medical examinations.


d.
If Employee's employment hereunder is terminated pursuant to Section 6, the Company shall have no further obligations or liabilities
hereunder.


7. Restrictive
Covenant.


a.
Non-disclosure. Employee has, and during the Employment Period will have, access to confidential information and trade secrets
of the Company and its subsidiaries (the "Confidential Information") that may include, among other things:


(i)
Financial information


(ii)
Supply and services information


(iii)
Marketing information


(iv)
Personnel information


(v)
Customer information


(vi)
Product information


(vii)
The Company’s procedures, systems, policies and processes of operation.


 


Employee
shall at all times during his employment by the Company and thereafter hold in strictest confidence any and all Confidential Information
that may have come or may come into Employee's possession or within Employee's knowledge. Employee agrees that neither he nor
any person or entity, directly or indirectly, controlled by or under common control with the Employee (an "Affiliate")will
for any reason, except in the course of performing his duties hereunder, for himself or any other person, use or disclose to anyone,
exclusive of Company employees, agents, representatives, or independent consultants to


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the
Company or any of its subsidiaries or Affiliates of the Company, any Confidential Information; provided, however, that Employee
may disclose Confidential Information which (i) has become generally available to the public other than as a result of a breach
of this Agreement by Employee or (ii) Employee is compelled to disclose pursuant to subpoena or an order by a court competent
jurisdiction; provided that, if Employee is so required to disclose any Confidential Information pursuant to the foregoing clause
(ii), Employee shall provide advance written notice to the Company, to the extent possible, to allow the Company to seek an appropriate
protective order therefore (iii) Potential advisors, employees, or investors of the Company where there is a reasonable expectation
of confidentiality. All Confidential Information shall remain the Company's property and shall be returned (or, at the Company's
option, destroyed) upon the Company's written request.


b.
Non-Solicitation of Employees. Employee agrees that from the date hereof and continuing for a period of three years following
the termination of this Agreement for whatever reason (the "Non-Compete Period"), neither Employee nor any Affiliate
of Employee will solicit or hire for employment any officer, director or employee of the Company who was employed by the Company
at any time within twelve months prior to the act of solicitation.


c.
Non-Competition. Employee agrees that, other than with the approval of the CEO, which approval shall not be unreasonably withheld,
during the Employment Period, neither Employee nor any Affiliate of Employee will, directly or indirectly, become a shareholder,
director, officer, agent, partner or employee of, or otherwise hold any ownership interest in, any person, firm or entity engaged
in any Competitive Business (as defined below), engage as a sole proprietor in any Competitive Business, act as a consultant to
or assist any of the foregoing or otherwise engage or participate in any Competitive Business; provided, however, that the foregoing
shall not prohibit the ownership by Employee of less than ten percent (10%) of the outstanding shares of the stock of any corporation
engaged in any Competitive Business, which shares are regularly traded on a national securities exchange or in any over-the-counter
market. For the purpose hereof, "Competitive Business" means the ownership, operation, development, marketing of the
services related to, or management of cellular therapeutics within the United States.


d.
Consideration, Relief, Reformation; Severability. The Company has specifically bargained for the covenants set forth in this Section
6 in consideration for the compensation, experience, and information that Employee will gain or receive in connection with his
employment by the Company. Employee agrees that the covenants set forth herein will not preclude Employee from engaging in any
lawful profession, trade or business or from being gainfully employed necessary to provide Employee, his family members and dependents
a standard of living to which he and they have been accustomed and may expect. Employee acknowledges and agrees that the restrictive
covenants in this Section 6 have been specifically negotiated, are reasonable in all respects, including, without limitation,
their geographic scope and duration, and may be enforced by specific performance or otherwise. Employee shall not raise any issue
of reasonableness as a defense in any proceeding to enforce any of such covenants. Notwithstanding the foregoing, in the event
that a covenant included in this Agreement shall be deemed by any court to be unreasonably broad in any respect, it shall be modified
or limited in its geographic scope, duration or otherwise to the extent necessary to make it reasonable while preserving its restrictive
nature to the maximum degree possible and shall be enforced accordingly; provided however, that if, notwithstanding the foregoing,
a court of competent jurisdiction shall hold any of the covenants contained in Sections 7 (a), (b) or (c) to be unenforceable
(as so modified), then the unenforceable covenant shall be deemed eliminated from the provisions of this Agreement for the purpose
of those proceedings to the extent necessary to permit the remaining covenants to be enforced so that the validity, legality or
enforceability of the remaining provisions of this Agreement shall not be affected thereby.


8.
Developments.


Employee
hereby assigns to the Company his entire right, title and interest in all know how, discoveries and improvements,
customer lists, trade secrets and ideas, writings and copyrightable material, which may be conceived by Employee
or developed or acquired by him during the term of this Agreement, which may pertain directly to the Company's business
and were developed with Company resources. Employee agrees to promptly and


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fully disclose in
writing all such developments. Employee will, upon the Company's request, execute, acknowledge and
deliver to the Company all instruments and do all other acts which are necessary or desirable
to entitle the Company to all rights in the foregoing and enable the Company to file and prosecute applications for, and
to acquire, maintain and enforce all letters, trademark registrations or copyrights with respect to the foregoing
in all countries.


9.
Remedies.


Employee
acknowledges that any material breach of this Agreement will cause irreparable harm to the Company, that such harm will be difficult
if not impossible to ascertain, and that the Company shall be entitled to equitable relief, including injunction, against
any actual or threatened breach hereof, without bond and without liability should such relief be denied, modified or vacated.
Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive of or preclude the
Company from any other remedy.


10.
Legal Counsel.


Employee
acknowledges that Employee has carefully read this Agreement and understands all of the terms hereof and that Employee
has been given the opportunity to discuss this Agreement with Employee's private legal counsel and
has availed himself of that opportunity to the extent Employee wishes to do so.


11. Notices.


All
notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been received
five business days after having been deposited in the United States Mail and enclosed in a registered or certified post-paid
envelope; one day after having been sent by overnight courier on a business day or otherwise at the open of
business on the next succeeding business day; when personally delivered or sent by facsimile communications equipment
of the sending party on a business day or otherwise at the open of business on the next succeeding business day; and, in
each case, addressed to the respective parties at the addresses stated below or to such other changed addresses
that the parties may have fixed by notice in accordance herewith.


If
to the Company:


Zander
Therapeutics, Inc.


4700
Sprint Street, Suite 304


La
Mesa, CA 91942


 


Attn:
David Koos, CEO


 


 


 


If
to Employee:


Todd
S Caven


toddcaven@saguarocapitalpartners.com


 


12.
Waiver of Breach.


A
waiver by the Company or Employee of a breach of any provision of this Agreement by the other party shall
not operate or be construed as a waiver of any subsequent breach by the other party.


13. Entire
Agreement.


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This
instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any
prior agreements of the parties with respect to the subject matter hereof. It may be changed only
by an agreement in writing signed by a party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.


 14.
Applicable Law.


 The
terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or
California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State
of California.


IN
WHITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


By:/s/David
Koos


________________________ 


David
R. Koos


Chief
Executive Officer


 


By: /s/Todd
S. Caven


_________________________


Todd
S. Caven


 


 


Schedule
1.


 Employer:
Zander Therapeutics, Inc.


 


Location:
Company Headquarters and any remote offices Description:


Job
Description - Chief Financial Officer


 


Job
Summary


 


The
CFO, reporting directly to the CEO, will develop a robust strategic plan and vision for the advancement of Zander's research into
commercial products. The CFOt leads the growth of Zander's technology, whether from in-house research or through corporate or
academic partnerships, business development, and commercialization initiatives to support Zander's vision.


 


 


 


He/she
leads the development of the commercial innovation capability at Zander to execute a quantifiable business development strategy
to catalyze the development of new products and services. Zander expects to become a regional leader in moving innovation and
research into the commercial marketplace and will look to the incumbent to play a leading role in realizing


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that
goal. The President ensures that the research programs of Zander align with that of its vision and plays an important role in
external relations.


 


 


Key
Accountabilities


	 	•	The
    Chief Financial Officer, in concert with the CEO, will develop a robust strategic plan and vision for the advancement of Zander's
    research into commercial markets. The Chief Financial Officer leads the growth of Zander's business development, financing
    and commercialization initiatives to support Zander's vision.


 


	 	•	The
    Chief Financial Officer will devise an implementation plan that articulates how Zander will achieve its strategic plan. This
    will likely include milestones, a catalyst calendar and a plan for financing business operations.


 


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	 	•	In
    conjunction with the CEO, the Chief Financial Officer will identify strategies to raise capital to fund the enterprise. A
    use of funds document will be created and converted to a 1 and 2 year budget.


 


	 	•	CFO
    leads the development of the commercial innovation capability at Zander to execute a quantifiable business development strategy
    to catalyze the development of new products and services. Zander expects to become a regional leader in moving innovation
    and research to the commercial marketplace and will look to the incumbent to play a leading role in realizing that goal.


 


 


	 	•	The
    CFO is responsible for developing and managing external business relationships with key financial industry partners (including
    investment banks, funds, private equity groups and institutional investors), leading commercialization partnerships and new
    ventures with industry.


 


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Schedule
2.


 


Vesting
Schedule for Milestone shares


 


	 	3.	Milestone
    Shares will be issued upon occurrence of any of the following events having occurred during the employment by the Company
    of the Employee. Milestone shares will vest immediately and are not subject to Transfer Restrictions.


 


a)
Two Million Milestone Shares will be issued upon
the Chief Financial Officer raising$ 500,000 to finance the Company's operations.


b)
Two Million Milestone Shares will be issued upon
the Chief Financial Officer raising a subsequent $500,000 to finance the Company's operations.


c)
Two Million Milestone Shares will be issued upon
the Chief Financial Officer raising a subsequent $500,000 to finance the Company's operations.


d) Two
Million Milestone Shares will be issued upon the Chief Financial Officer raising a subsequent $500,000 to finance the Company's
operations.


e) Two
Million Milestone Shares will be issued upon the Chief Financial Officer raising a subsequent $500,000 to finance the Company's
operations.


 


To
fully vest in the total 10 million milestone shares, the Chief Financial Officer will have to raise $2 million for Zander Therapeutics
in the tranches listed above in a) to e).