Exhibit 10.131


 





CONSULTING SERVICES AGREEMENT


 


THIS CONSULTING SERVICES AGREEMENT (this
“Agreement”) dated this 7th day of October, 2013 by and among VG Life Sciences, Inc., a Delaware corporation
(the “Company”) and Musso and Associates, LLC, (the “Consultant”).


 


WHEREAS, in light of the business experience
of the Consultant’s Personnel (as defined below), the Company wishes to retain the services of the Consultant on the terms
and subject to the conditions set forth herein and the Consultant has agreed to so serve the Company.


 


NOW, THEREFORE, in consideration of
the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.       Consulting
Period. The Company shall retain the Consultant pursuant to the terms of this Agreement, and the Consultant shall provide
the Services (as defined in Section 2(a) below) commencing on October 7, 2013 (the “Effective Date”).
The Consultant or the Company may terminate the consulting arrangement hereunder at any time and for any reason (or no reason)
upon written notice of such termination. The period of time between the Effective Date and the effective date of termination of
the Consultant’s service relationship with the Company hereunder shall be referred to herein as the “Consulting
Period.” In the event of any termination, Consultant shall be entitled to payment of all fees and reimbursement of all
expenses incurred hereunder through such termination date.


 


2.       Services.


 


	(a)		Services. During the Consulting Period, the Company hereby retains the Consultant
for the purpose of rendering advice (primarily through its principal representative, Gary Musso (“Dr. Musso"))
to the Company as to the following (the “Services”). Consultant will assist in the selection of an ideal formulation
of the Company’s patent peptide, including but not limited to solvent use and amount, dose levels, route of administration,
and regulatory guidance regarding formulation.






	(b)		Consultant’s Personnel. The Consultant may employ such persons as it
deems necessary to carry out the terms of this Agreement (the “Consultant's Personnel"), but during the Consulting
Period the Consultant will assign Dr. Musso to the project as one of his primary obligations. The Services contemplated under
this Agreement shall be performed primarily by Dr. Musso, and the Consultant shall make Dr. Musso available for the performance
of such Services.






	(c)		Location. The Consultant and the Consultant’s Personnel may perform the
Services by phone, by in-person attendance at meetings, by participating in strategic planning sessions, or in such other manner
and at such other time or place as mutually agreed by and between the Company and the Consultant.





 






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	(d)		Other Activities.
                                         The Company acknowledges that the Consultant shall not be providing exclusive consulting
                                         services only to the Company, and that during the Consulting Period, the Consultant may
                                         perform services for other persons or entities.



 


	(e)		Availability
                                         and Reports. At all times during the term of this Agreement, the Consultant shall
                                         keep the Company informed of its activities in fulfillment of its Services and shall
                                         be reasonably available to perform the obligations hereunder.



 


3.       Consulting Fees; Business Expenses.


 


(a)       Consulting Fee. The Consultant shall receive from
the Company a consulting fee equal to $300 per hour for Dr. Musso's services, and a travel fee of $150 per hour when traveling
on behalf of the Company as authorized by the Company. Total not to exceed amount is $6000 unless authorized by the Company in
writing, which may be via e-mail.


 


4.       Reimbursement for Business Expenses.
Upon presentation of appropriate documentation to the Company, Company will reimburse reasonable travel expenses without markup
incurred by the Consultant for any trip made at the request of the Company. Expenses will be itemized and included with the monthly
invoice.


 


5.       Independent Contractor Status.
The Consultant acknowledges and agrees that the Consultant’s status at all times shall be that of an independent contractor,
and that neither the Consultant nor the Consultant’s Personnel may, at any time, bind or otherwise obligate the Company
in any manner whatsoever. The parties hereby acknowledge and agree that all consulting fees paid pursuant to Section 3
hereof shall represent fees for services as an independent contractor, and shall therefor be paid without any deductions or withholdings
taken therefrom for taxes or for any other purpose. The payment of compensation to the Consultant's Personnel shall be the sole
responsibility of the Consultant. The Consultant also agrees that during the Consulting Period, the Consultant and the Consultant’s
Personnel shall not be eligible to participate in any of the employee benefit plans or arrangements of the Company. Nothing herein
shall be construed to create a partnership, joint venture or agency relationship among the parties.


 


6.       Confidential Information.
The Consultant agrees that the Consultant and the Consultant’s Personnel shall not, directly or indirectly, use, make
available, sell, disclose or otherwise communicate to any person, other than with the specific prior permission of the
Company in writing, any business and technical information or trade secrets, nonpublic, proprietary or confidential
information, knowledge or data relating to the Company, any of their subsidiaries, affiliated companies, businesses or
products, including, without limitation, the name of the chemical classes of the compounds or compositions being worked on,
the chemical name of the compounds or compositions, any other attributes of the compounds or compositions, which shall have
been obtained by the Consultant or the Consultant’s Personnel during the Consulting Period or any other period during
which the Consultant or the Consultant’s Personnel provided services to the Company (or any predecessor). The foregoing
shall not apply to information that (i) was known to the public prior to its disclosure to the Consultant or the
Consultant’s Personnel, (ii) becomes generally known to the public subsequent to disclosure to the Consultant or the
Consultant’s Personnel through no wrongful act of the Consultant, the Consultant’s Personnel or any other
representative of the Consultant, or (iii) the Consultant or the Consultant’s Personnel is required to disclose by
applicable law, regulation or legal process. This Section 5 shall survive the termination of the
Consulting Period.


 






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7.       Indemnification;
No Liability. The Company hereby agrees to indemnify the Consultant and the Consultant's Personnel and hold the Consultant
and the Consultant's Personnel harmless to the maximum extent permitted under applicable law against and in respect of any and
all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s
fees), losses, and damages resulting from the Consultant’s or the Consultant’s Personnel’s good faith performance
of the Consultant’s duties and obligations with the Company, provided that the Consultant’s or the Consultant’s
Personnel’s right to indemnification from the Company shall not apply to acts or omissions by the Consultant or the Consultant’s
Personnel made in bad faith or to any conduct by the Consultant or the Consultant’s Personnel that would constitute fraud,
gross negligence or willful misconduct. The Company acknowledges and agrees that neither the Consultant nor the Consultant’s
Personnel shall be liable for any advice given pursuant to this Agreement unless given in bad faith. This Section 6 shall
survive the termination of the Consulting Period.


 


8.       Consultant Representations and Covenants.
The Consultant hereby represents and warrants to the Company that the execution, delivery and performance of this Agreement by
the Consultant does not and will not conflict with, breach, violate or cause a default under (i) any agreement, contract or instrument
to which the Consultant or the Consultant’s Personnel is a party, including, but not limited to, any employment, consulting,
non-competition, non-solicitation, confidentiality or similar agreement or arrangement, or (ii) any judgment, order or decree
to which the Consultant or the Consultant’s Personnel is subject.


 


9.       Ownership
of Property. All written materials, records, documents, computer files or software, or recordings of any sort, made by the
Consultant and/or the Consultant’s Personnel or coming into the Consultant's or the Consultant’s Personnel's possession
during the term of this Agreement concerning the Company, and all tangible items provided to the Consultant or the Consultant’s
Personnel by or on behalf of the Company during the term of this Agreement, shall be the sole property of the Company, as applicable,
subject to the last sentence of this Section 8. Upon the termination or expiration of the Agreement or upon the request
of the Company at any time, the Consultant and the Consultant’s Personnel shall promptly deliver the same to the Company.
The Company acknowledges that the Consultant’s Personnel has many years of experience in business and the industry and that
his general knowledge and experience reflected in any of the foregoing shall in no event be the property of the Company and there
shall be no limit on Consultant or Consultant’s Personnel’s use thereof.




 






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10.       Intellectual
Property. All legal rights to any and all inventions, discoveries, improvements, designs, ideas, and copyrightable subject
matter (including, without limitation, computer programs, computer presentations, text, and visual material), that are made, devised
or conceived by Consultant in the course of or as a result of providing services hereunder, or as a result thereof, alone or with
others to the extent of Consultant's actual participation therein, shall belong entirely to the Company and in accordance therewith
Consultant agrees to promptly disclose to the Company all inventions, discoveries, improvements, designs, ideas, or copyrightable
subject matter made by Consultant pursuant to the aforementioned provision of services and furnish to the Company all information
and documents relating to any such invention, discovery, improvement, design or idea which may be necessary to enable the Company
as assignee to file and prosecute application for Letters patent upon such invention or discoveries or to obtain copyright registration
on copyrightable subject matter. Consultant shall, and does hereby, assign any and all of Consultant's right title and interest
in any such invention, discovery, improvement, design, idea, or copyrightable subject matter, along with all international priority
rights related thereto, throughout the world to the Company. At the request of the Company and at its expense, but without further
compensation, Consultant will make, execute and deliver any and all papers and documents and perform any and all lawful acts which
the Company deems necessary or advisable for the preparation, prosecution, issuance, procurement, and/or maintenance as appropriate
of copyright applications and copyright registrations, or patent applications and patents including but not limited to design
patents, utility letters patents, inventors' certificates when applicable, and any divisions, continuations, extensions, renewals
or reissues thereof, of the United States or of any foreign country, relating to the aforesaid inventions, discoveries, improvements,
designs, ideas, and copyrightable subject matter, or for the vesting and perfecting of title therein to the Company including,
without limitation, as appropriate the authorization of the Commissioner of Patents and Trademarks in writing, anytime upon the
request of the Company, to issue to the designee of the Company each and every Letters Patent that may result from any such invention,
discovery, improvement, design or ideas as assignee of the entire right, title and interest thereof.


 


11.       Assignment.
This Agreement is personal to each of the parties hereto. Except as provided in this Section 9, no party may assign or
delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company
may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided,
that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement,
“Company” shall mean the Company and any successor to its business and/or assets, which assumes and
agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.


 


12.       Notices.
For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered
by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed
overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered
or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


If to the Consultant:


Musso and Associates LLC


38 Proctor Street


Hopkinton,MA 01748


Fax: (508) 435-0593


Email- gm@GMPharma.net






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If
to the Company:


 


VG Life Sciences, Inc.


121 Gray Avenue


Suite 200


Santa Barbara, CA 93101


 


or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only
upon receipt.


 


13.       Severability.
To the extent that any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom
and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.


 


14.       Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California,
without regard to the choice of law principles thereof.


 


15.       Injunctive Relief. The Consultant
acknowledges that the material breach or attempted or threatened breach by it of Section 5 of this Agreement would cause irreparable
injury to the Company not compensable in money damages, and that the Company (and any of the relevant Company affiliates) shall
be entitled, in addition to all other applicable remedies, to obtain a temporary and a permanent injunction and a decree for specific
performance of this Agreement without being required to prove damages or furnish any bond or other security. The provisions of
this section shall survive the termination of this Agreement.


 


16.       Counterparts. This Agreement
may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute
one and the same instrument.


 


17.       Miscellaneous.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Consultant and such officer or director as may be designated by the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. This Agreement represents the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof, supersedes any and all other agreements, verbal or otherwise, between the parties hereto
concerning such subject matter, and no agreements or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set forth in this Agreement.




 






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18.       Code
Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from,
Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section
409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.
With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted
by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not
affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided,
that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code
Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii)
such payments shall be made on or before the last day of Consultant’s taxable year following the taxable year in which the
expense occurred. For purposes of Code Section 409A, the Consultant’s right to receive any installment payments pursuant
to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Consultant,
directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified
deferred compensation.


 


(Signature
Page to Follow)


 






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


 


 





	 	COMPANY
	 	 
	 	VG Life Sciences, Inc.
	 	 
		By: /s/ Brennan P. deRaad
	 	 
	 	Name: Brennan P. DdRaad
	 	 
	 	Title: COO
	 	 
	 	 
	 	CONSULTANT
	 	 
	 	By: /s/ Gary F. Musso
	 	Name: Gary F. Musso, PhD
	 	Title: President, Musso and Associates LLC
	 	 
	 	EIN- 20-3057531








 




 


 






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