UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2007
NEOSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10909 22-2343568
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
420 Lexington Avenue, Suite 450
New York, New York 10170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 584-4180
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
Effective as of October 2, 2007, NeoStem, Inc. (the "Company") entered into an
agreement (the "agreement") with ProHEALTH Care Associates, LLP ("ProHEALTH")
for the opening of an adult stem cell collection center. ProHEALTH, one of the
largest and most prominent multi-specialty practices in the New York
metropolitan area, has over 100 providers in its network and provides care for
over 250,000 patients in one of the most populous and affluent markets in the
nation. ProHEALTH is located in Nassau County on Long Island within miles of New
York City. In furtherance of the Company's business strategy to extend its
network of adult stem cell collection facilities nationwide and develop a
significant presence in the Northeast, ProHEALTH will establish a single purpose
facility dedicated specifically to providing adult stem cell collection
services. ProHEALTH will provide the adult stem cell collection services,
equipment and supplies, and will obtain all required licenses and permits. The
dedicated center will open pending receipt of appropriate licensure by the New
York State Department of Health.
The Company will provide adult stem cell processing and storage services, as
well as management, expertise and other services. So long as ProHEALTH meets
specified collection milestones, the Company has agreed not to enter into
agreements for adult stem cell collection services with any other physician
practice or health care provider in Nassau and Suffolk counties and part of
Queens County in the State of New York (the "Territory"), with the exception of
a defined amount of research and development activities and in other limited
circumstances. ProHEALTH has agreed that the Company will be the exclusive
provider to it of the processing and storage, management and other specified
services in the Territory. The agreement further provides for the payment to the
Company by ProHEALTH of specified marketing and support fees and annual network
services fees, and provides a fee schedule and the allocation of expenses and
revenues among the parties. The agreement is for an initial term of three years,
with automatic renewal for consecutive one year periods at the end of the
initial term. The agreement contains mutual insurance obligation and
indemnification provisions, limitations on liability and other standard
provisions. The Company has granted to ProHEALTH a non-exclusive license to use
its trademarks and intellectual property but otherwise retains all rights
thereto, and ProHEALTH is bound by confidentiality obligations to the Company.
ProHEALTH is also bound by certain non-competition provisions. Either party may
terminate the agreement upon 90 days' written notice prior to the end of the
then current term, upon 30 days' prior written notice upon certain uncured
material breaches of the agreement or anticipatory failure to comply with
applicable law, or immediately upon certain events including if either party
loses a required license or such a license is revoked or certain bankruptcy
related events.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEOSTEM, INC.
By: /s/ Catherine M. Vaczy
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Catherine M. Vaczy
Vice President and General Counsel
Dated: October 16, 2007
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