Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), is effective as of April 17, 2009 (the “Effective Date”), between DMI LIFE SCIENCES, INC., a Delaware corporation (with its successors and assigns, referred to as the “Company”), and DAVID BAR-OR, M.D. (“Employee”).

WHEREAS, the Company and DMI Biosciences, Inc., a Colorado corporation (“DMIB”) are party to an Asset Purchase Agreement dated as of April 16, 2009 (the “APA”) pursuant to which the Company will purchase certain assets of DMIB;

WHEREAS, the Company and Employee mutually desire to have Employee employed by the Company upon the terms and conditions set forth herein;

WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the APA;

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual agreements and covenants hereinafter set forth, the parties hereto agree to the terms and conditions of this Agreement as follows:

1. Employment for Term. The Company hereby agrees to employ Employee and Employee hereby accepts such employment with the Company for the period beginning on the Effective Date. The term of this Agreement (the “Term”) shall continue until the termination of Employee’s employment in accordance with the provisions of this Agreement. The termination of Employee’s employment under this Agreement shall end the Term but shall not terminate Employee’s or the Company’s other obligations that are intended to survive the termination of this Agreement (including without limitation, the payments under Section 7 and 8 and Employee’s obligations under Section 9).

2. Position and Duties. During the Term, Employee shall serve as Chairman of the Board, Chief Scientific Officer and Director of Research of the Company, perform such duties as are consistent with his position and report to the Board of Directors of the Company. During the Term, Employee shall also hold such additional positions and titles as the Board of Directors of the Company (the “Board”) may determine from time to time. During the Term, Employee shall devote as much time as is necessary to satisfactorily perform his duties as an employee and officer of the Company. Without limitation of the foregoing, the Company hereby acknowledges that it consents to Employee’s participation in those outside activities described on Exhibit A hereto. The Company shall nominate Employee, and use its best efforts to have Employee elected, to the Board of Directors of the Company (the “Board”) and as Chairman of the Board throughout the Term of this Agreement and shall include him in the management slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. Employee agrees to accept election, and to serve during the Term, as director of the Company. On termination of Employee’s employment, regardless of the reason for such termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Employee may hold in the Company or any affiliate, unless otherwise agreed in writing by the parties.

3. Compensation.

(a) Base Salary. The Company shall pay Employee a base salary of $227,500 per annum, payable at least monthly on the Company’s regular pay cycle for professional employees (as it may be increased (but not decreased) in the sole discretion of the Board, the “Base Salary”).

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(b) Annual Review. The Base Salary shall be reviewed at the end of each calendar year (the first such review to occur at the end of calendar year 2009). Any increases in the Base Salary shall be at the sole discretion of the Board.

(c) Equity Compensation. In connection with the execution of this Agreement, the Company hereby agrees to grant initial equity compensation to Employee in the aggregate amount of 2,700,000 shares of Common Stock, which amount is approximately     % of the total of the Company’s shares, calculated on a fully-diluted, as-converted basis and after giving effect to the closing of the transactions contemplated by the APA. Such equity compensation shall be in the form of restricted shares of the Company’s Common Stock. All such equity compensation shall vest in accordance with the vesting schedule set forth in the applicable equity compensation agreements. The composition and vesting schedule for such equity compensation is summarized on Exhibit B hereto. Such vesting schedule will be accelerated, to the extent provided in this Agreement, in certain circumstances.

(d) Other and Additional Compensation. Subsections (a) and (c) above establish Employee’s compensation during the Term which shall not preclude the Board from awarding Employee a higher salary or any bonuses or stock options, restricted stock or other forms of additional equity awards in the discretion of the Board during the Term at any time.

4. Employee Benefits. During the Term, Employee shall be entitled to participate at the same level as other senior executive officers of the Company in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. For the term of this Agreement, Employee shall be entitled to paid vacation at the rate of (4) weeks per annum. In accordance with Company policy, unused vacation may not be carried over from year to year.

5. Expenses. The Company shall reimburse Employee for actual, reasonable out-of-pocket expenses incurred by him in the performance of his services for the Company upon the receipt of appropriate documentation of such expenses.

6. Termination.

(a) General. The Term shall end immediately upon Employee’s death. Employee’s employment may also be terminated by the Company with or without Cause or as a result of Employee’s Disability, as defined in Section 7 or by Employee with or without Good Reason (as such terms are defined below).

(b) Notice of Termination. Either party shall give written notice of termination to the other party.

(c) Notification of New Employer. In the event that Employee leaves the employ of the Company, Employee grants consent to notification by the Company to Employee’s new employer about his rights and obligations under this Agreement and the PIA (hereinafter defined).

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7. Severance Benefits.

(a) Cause Defined. “Cause” means (i) willful malfeasance or willful misconduct by Employee in connection with his employment; (ii) Employee’s gross negligence in performing any of his duties under this Agreement; (iii) Employee’s conviction of, or entry of a plea of guilty to, or entry of a plea of nolo contendre with respect to, any crime other than a traffic violation or infraction which is a misdemeanor; (iv) Employee’s material breach of any written policy applicable to all employees adopted by the Company which is not cured to the reasonable satisfaction of the Company within thirty (30) business days after notice thereof; or (v) material breach by Employee of any of his obligations in this Agreement which is not cured to the reasonable satisfaction of the Company within thirty (30) business days after notice thereof.

(b) Disability Defined. “Disability” shall mean (i) Employee’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation, that results in Employee being substantially unable to perform his duties hereunder for six consecutive months (or for six months out of any nine month period) or (ii) a qualified independent physician mutually acceptable to the Company and Employee determines that Employee is incapacitated due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation so as to be unable to regularly perform the duties of his position and such condition is expected to be of a permanent or near-permanent duration. Until such time as Employee is terminated for Disability under this paragraph (b), Employee shall continue to receive his Base Salary hereunder, provided that if the Company provides Employee with disability insurance coverage, payments of Employee’s Base Salary shall be reduced by the amount of any disability insurance payments received by Employee due to such coverage. The Company shall give Employee written notice of termination due to Disability which shall take effect sixty (60) days after the date it is sent to Employee unless Employee shall have returned to the performance of his duties hereunder during such sixty (60) day period (whereupon such notice shall become void). In the event that the Company terminates Employee’s employment as a result of his Disability, Employee shall be entitled to the same benefits as if his employment had been terminated by the Company without Cause.

(c) Good Reason Defined. For purposes of this Agreement, “Good Reason” shall mean, without Employee’s written consent: (i) there is a material reduction of the level of Employee’s compensation (excluding any bonuses) (except where there is a general reduction applicable to the management team generally, provided, however, that in no case may the Base Salary be reduced below the amount stated in Section 3(a)), (ii) there is a material reduction in Employee’s overall responsibilities or authority, or scope of duties (it being understood that the occurrence of a Change in Control shall not, by itself, necessarily constitute a reduction in Employee’s responsibilities or authority); or (iii) there is a material change in the principal geographic location at which Employee must perform his services (it being understood that the relocation of Employee to a facility or a location within forty (40) miles of the State Capitol Building in Denver, Colorado shall not be deemed material for purposes of this Agreement). No event shall be deemed to be “Good Reason” if the Company has cured the event (if susceptible to cure) within 30 days of receipt of written notice from Employee specifying the event or events which, absent cure, would constitute “Good Cause.”

(d) Accrued Compensation Defined. Accrued Compensation shall mean an amount which shall include all amounts earned or accrued by Employee through the date of termination of this Agreement but not paid as of such date, including (i) Base Salary, (ii) reimbursement for business expenses incurred by the Employee on behalf of the Company, pursuant to the Company’s expense reimbursement policy in effect at such time, (iii) expense allowance per

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Company policy, (iv) accrued but unused vacation pay per Company policy, and (v) bonuses and incentive compensation earned and awarded prior to the date of termination. Accrued Compensation shall be paid on the first regular pay date after the date of termination (or earlier, if required by applicable law).

(e) Termination.

(i) Cause; Without Good Reason. If the Company ends the Term for Cause, or if Employee resigns as an employee of the Company for reasons other than an event of Good Reason, then the Company shall pay to Employee the Accrued Compensation but shall have no obligation to pay Employee any amount, whether for salary, benefits, bonuses, or other compensation or expense reimbursements of any kind, accruing after the end of the Term, and such rights shall, except as otherwise required by law or pursuant to the applicable award agreement or plan, be forfeited immediately upon the end of the Term. For the sake of clarity, any stock options, restricted stock or other equity compensation shall, to the extent vested on the date of resignation without Good Reason or the date the Company ends the Term for Cause, remain outstanding and exerciseable to the extent provided in the applicable award agreement or plan.

(ii) Without Cause; Good Reason; Death. In the event that the Company terminates Employee’s employment hereunder without Cause, Employee terminates his employment with Good Reason or his employment terminates as a result of his death, he shall be entitled to the Accrued Compensation and, subject to Section 21 below,

(A) A lump sum payment equal to two times his Base Salary in effect at the date of termination, less applicable withholding.

(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage.

(C) Any unvested options, restricted stock and other stock-based grants to Employee shall be deemed fully vested on the date of termination and any restrictions thereon shall lapse. All stock options shall remain exerciseable from the date of termination until the tenth anniversary of the date such options were granted (or, if earlier, the expiration date of the applicable Company plan under which such options were granted).

(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a

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customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.

Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period.

8. Change in Control Payments. The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

(a) Equity. Upon the occurrence of a Change in Control, all stock options, restricted stock and other stock-based grants to Employee by the Company or that may be granted in the future shall, irrespective of any provisions of his award agreements, immediately and irrevocably vest and become exercisable and any restrictions thereon shall lapse. All stock options shall remain exerciseable from the date of the Change in Control until the expiration of the term of such stock options.

(b) Definitions. For purposes of this paragraph 8, the following terms shall have the following meanings:

“Change in Control” shall mean any of the following:

(1) the acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (the “Acquiring Person”), other than the Company, or any of its Subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3- promulgated under the Exchange Act) of 50% or more of the combined voting power or economic interests of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (excluding any issuance of securities by the Company in a transaction or series of transactions made principally for bona fide equity financing purposes, and also excluding the acquisition of Company securities by DMIB in connection with the transactions contemplated by the APA);

(2) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraphs (1), (3) or (4) of this definition) whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Company’s board of directors; or

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(3) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any issuance of securities by the Company in a transaction or series of transactions made principally for bona fide equity financing purposes, and also excluding the acquisition of Company securities by DMIB in connection with the transactions contemplated by the APA) other than a transaction or series of related transactions in which the holders of the voting securities of the Corporation outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or

(4) the sale or other disposition of all or substantially all of the assets of the Company in one transaction or series of related transactions.

9. Proprietary Information and Inventions Agreement. As a condition of Employee’s employment with the Company, Employee agrees to sign the Company’s standard form of Proprietary Information and Inventions Agreement (“PIA”).

10. Successors and Assigns.

(a) Employee. This Agreement is a personal contract, and the rights and interests that the Agreement accords to Employee may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him. All rights and benefits of Employee shall be for the sole personal benefit of Employee, and no other person shall acquire any right, title or interest under this Agreement by reason of any sale, assignment, transfer, claim or judgment or bankruptcy proceedings against Employee. Except as so provided, this Agreement shall inure to the benefit of and be binding upon Employee and his personal representatives, distributes and legatees.

(b) The Company. This Agreement shall be binding upon the Company and inure to the benefit of the Company and of its successors and assigns, including (but not limited to) any Company that may acquire all or substantially all of the Company’s assets or business or into or with which the Company may be consolidated or merged. In the event that the Company sells all or substantially all of its assets, merges or consolidates, otherwise combines or affiliates with another business, dissolves and liquidates, or otherwise sells or disposes of substantially all of its assets, then this Agreement shall continue in full force and effect. The Company’s obligations under this Agreement shall cease, however, if and only if the successor to, the purchaser or acquirer of either of the Company or of all or substantially all of its assets, or the entity with which the Company has affiliated, shall assume in writing the Company’s obligations under this Agreement (and deliver and executed copy of such assumption to Employee), in which case such successor or purchaser, but not the Company, shall thereafter be the only party obligated to perform the obligations that remain to be performed on the part of the Company under this Agreement.

11. Entire Agreement. This Agreement (together with the equity award agreements referred to herein) represents the entire agreement between the parties concerning Employee’s employment with the Company and supersedes all prior negotiations, discussions, understanding and agreements, whether written or oral, between Employee and the Company relating to the subject matter of this Agreement.

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12. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by Employee and by a duly authorized officer of the Company. No waiver by any party to this Agreement or any breach by another party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

13. Notices. Any notice to be given under this Agreement shall be in writing and delivered personally or sent by overnight courier or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below, or to such other address of which such party subsequently may give notice in writing:

Any notice delivered personally or by overnight courier shall be deemed given on the date delivered and any notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given on the date mailed.

14. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable shall not be affected, and each provision of this Agreement shall be validated and shall be enforced to the fullest extent permitted by law. If for any reason any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be too broad or to any extent invalid, such provision shall not be determined to be entirely null, void and of no effect; instead, it is the intention and desire of both the Company and Employee that, to the extent that the provision is or would be valid or enforceable under applicable law, any court of competent jurisdiction shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and such other constraints or conditions (although not greater than those contained currently contained in this Agreement) as shall be valid and enforceable under the applicable law.

15. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience of reference, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

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17. Withholding Taxes. All salary, benefits, reimbursements and any other payments to Employee under this Agreement shall be subject to all applicable payroll and withholding taxes and deductions required by any law, rule or regulation of and federal, state or local authority.

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

19. Applicable Law; Arbitration. The validity, interpretation and enforcement of this Agreement and any amendments or modifications hereto shall be governed by the laws of the State of Colorado, as applied to a contract executed within and to be performed in such State. The parties agree that any disputes shall be definitively resolved by binding arbitration before the American Arbitration Association in Denver, Colorado and consent to the jurisdiction to the federal courts of the District of Colorado or, if there shall be no jurisdiction, to the state courts located in Arapahoe County, Colorado, to enforce any arbitration award rendered with respect thereto. Each party shall choose one arbitrator and the two arbitrators shall choose a third arbitrator. All costs and fees related to such arbitration (and judicial enforcement proceedings, if any) shall be borne by the Company unless Employee’s claim is deemed to be frivolous by the arbitrator(s) or judge.

20. Legal Fees. Each party shall pay its own counsel fee expenses incurred in drafting and negotiating this Agreement.

21. Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination (other than due to death), and the severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Employee’s termination, then only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the first six (6) months following Employee’s termination of employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six (6) month anniversary of his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. The foregoing provision is intended to comply with the requirements of Section 409A so that none of the severance payments and

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benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A, For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (A) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401 (a)(17) of the Code for the year in which Employee’s employment is terminated.

22. Indemnification. As a condition to the effectiveness of this Agreement, the Company and Employee shall enter into a mutually acceptable indemnification agreement.

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

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EXHIBIT A

Outside Activities

1. DMI Biosciences, Inc. Employee is an employee, officer, director and equityholder of DMI Biosciences. Employee shall continue in such roles during the term of this Agreement.

2. Trauma Research LLC Employee serves as an employee, manager and member of Trauma Research. Employee shall continue in such roles during the term of this Agreement.

3. Institute for Molecular Medicine, Inc. Employee is an employee, officer, director and equityholder of IMM. Employee shall continue in such roles during the term of this Agreement.

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EXHIBIT B

Terms of Equity Compensation

Management equity grant :

Vesting milestones

To the extent that any of the above milestones are satisfied, the restricted shares which will early vest shall be taken from the portion of the restricted shares with the longest remaining time to vesting under the time vesting schedule.

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Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), is effective as of April 17, 2009 (the “Effective Date”), between DMI LIFE SCIENCES, INC., a Delaware corporation (with its successors and assigns, referred to as the “Company”), and BRUCE G. MILLER (“Employee”).

WHEREAS, the Company and DMI Biosciences, Inc., a Colorado corporation (“DMIB”) are party to an Asset Purchase Agreement dated as of April 16, 2009 (the “APA”) pursuant to which the Company will purchase certain assets of DMIB;

WHEREAS, the Company and Employee mutually desire to have Employee employed by the Company upon the terms and conditions set forth herein;

WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the APA;

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual agreements and covenants hereinafter set forth, the parties hereto agree to the terms and conditions of this Agreement as follows:

1. Employment for Term. The Company hereby agrees to employ Employee and Employee hereby accepts such employment with the Company for the period beginning on the Effective Date. The term of this Agreement (the “Term”) shall continue until the termination of Employee’s employment in accordance with the provisions of this Agreement. The termination of Employee’s employment under this Agreement shall end the Term but shall not terminate Employee’s or the Company’s other obligations that are intended to survive the termination of this Agreement (including without limitation, the payments under Section 7 and 8 and Employee’s obligations under Section 9).

2. Position and Duties. During the Term, Employee shall serve as Chief Executive Officer and a Director of the Company, perform such duties as are consistent with his position and report to the Board of Directors of the Company. During the Term, Employee shall also hold such additional positions and titles as the Board of Directors of the Company (the “Board”) may determine from time to time. During the Term, Employee shall devote as much time as is necessary to satisfactorily perform his duties as an employee and officer of the Company. Without limitation of the foregoing, the Company hereby acknowledges that it consents to Employee’s participation in those outside activities described on Exhibit A hereto. The Company shall nominate Employee, and use its best efforts to have Employee elected, to the Board of Directors of the Company (the “Board”) throughout the Term of this Agreement and shall include him in the management slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. Employee agrees to accept election, and to serve during the Term, as director of the Company. On termination of Employee’s employment, regardless of the reason for such termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Employee may hold in the Company or any affiliate, unless otherwise agreed in writing by the parties.

3. Compensation.

(a) Base Salary. The Company shall pay Employee a base salary of $180,000 per annum, payable at least monthly on the Company’s regular pay cycle for professional employees (as it may be increased (but not decreased) in the sole discretion of the Board, the “Base Salary”).

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(b) Annual Review. The Base Salary shall be reviewed at the end of each calendar year (the first such review to occur at the end of calendar year 2009). Any increases in the Base Salary shall be at the sole discretion of the Board.

(c) Equity Compensation. In connection with the execution of this Agreement, the Company hereby agrees to grant initial equity compensation to Employee in the aggregate amount of 1,500,000 shares of Common Stock, which amount is approximately     % of the total of the Company’s shares, calculated on a fully-diluted, as-converted basis and after giving effect to the closing of the transactions contemplated by the APA. Such equity compensation shall be in the form of restricted shares of the Company’s Common Stock. All such equity compensation shall vest in accordance with the vesting schedule set forth in the applicable equity compensation agreements. The composition and vesting schedule for such equity compensation is summarized on Exhibit B hereto. Such vesting schedule will be accelerated, to the extent provided in this Agreement, in certain circumstances.

(d) Other and Additional Compensation. Subsections (a) and (c) above establish Employee’s compensation during the Term which shall not preclude the Board from awarding Employee a higher salary or any bonuses or stock options, restricted stock or other forms of additional equity awards in the discretion of the Board during the Term at any time.

4. Employee Benefits. During the Term, Employee shall be entitled to participate at the same level as other senior executive officers of the Company in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. For the term of this Agreement, Employee shall be entitled to paid vacation at the rate of (4) weeks per annum. In accordance with Company policy, unused vacation may not be carried over from year to year.

5. Expenses. The Company shall reimburse Employee for actual, reasonable out-of-pocket expenses incurred by him in the performance of his services for the Company upon the receipt of appropriate documentation of such expenses.

6. Termination.

(a) General. The Term shall end immediately upon Employee’s death. Employee’s employment may also be terminated by the Company with or without Cause or as a result of Employee’s Disability, as defined in Section 7 or by Employee with or without Good Reason (as such terms are defined below).

(b) Notice of Termination. Either party shall give written notice of termination to the other party.

(c) Notification of New Employer. In the event that Employee leaves the employ of the Company, Employee grants consent to notification by the Company to Employee’s new employer about his rights and obligations under this Agreement and the PIA (hereinafter defined).

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7. Severance Benefits.

(a) Cause Defined. “Cause” means (i) willful malfeasance or willful misconduct by Employee in connection with his employment; (ii) Employee’s gross negligence in performing any of his duties under this Agreement; (iii) Employee’s conviction of, or entry of a plea of guilty to, or entry of a plea of nolo contendre with respect to, any crime other than a traffic violation or infraction which is a misdemeanor; (iv) Employee’s material breach of any written policy applicable to all employees adopted by the Company which is not cured to the reasonable satisfaction of the Company within thirty (30) business days after notice thereof; or (v) material breach by Employee of any of his obligations in this Agreement which is not cured to the reasonable satisfaction of the Company within thirty (30) business days after notice thereof.

(b) Disability Defined. “Disability” shall mean (i) Employee’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation, that results in Employee being substantially unable to perform his duties hereunder for six consecutive months (or for six months out of any nine month period) or (ii) a qualified independent physician mutually acceptable to the Company and Employee determines that Employee is incapacitated due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation so as to be unable to regularly perform the duties of his position and such condition is expected to be of a permanent or near-permanent duration. Until such time as Employee is terminated for Disability under this paragraph (b), Employee shall continue to receive his Base Salary hereunder, provided that if the Company provides Employee with disability insurance coverage, payments of Employee’s Base Salary shall be reduced by the amount of any disability insurance payments received by Employee due to such coverage. The Company shall give Employee written notice of termination due to Disability which shall take effect sixty (60) days after the date it is sent to Employee unless Employee shall have returned to the performance of his duties hereunder during such sixty (60) day period (whereupon such notice shall become void). In the event that the Company terminates Employee’s employment as a result of his Disability, Employee shall be entitled to the same benefits as if his employment had been terminated by the Company without Cause.

(c) Good Reason Defined. For purposes of this Agreement, “Good Reason” shall mean, without Employee’s written consent: (i) there is a material reduction of the level of Employee’s compensation (excluding any bonuses) (except where there is a general reduction applicable to the management team generally, provided, however, that in no case may the Base Salary be reduced below the amount stated in Section 3(a)), (ii) there is a material reduction in Employee’s overall responsibilities or authority, or scope of duties (it being understood that the occurrence of a Change in Control shall not, by itself, necessarily constitute a reduction in Employee’s responsibilities or authority); or (iii) there is a material change in the principal geographic location at which Employee must perform his services (it being understood that the relocation of Employee to a facility or a location within forty (40) miles of the State Capitol Building in Denver, Colorado shall not be deemed material for purposes of this Agreement). No event shall be deemed to be “Good Reason” if the Company has cured the event (if susceptible to cure) within 30 days of receipt of written notice from Employee specifying the event or events which, absent cure, would constitute “Good Cause.”

(d) Accrued Compensation Defined. Accrued Compensation shall mean an amount which shall include all amounts earned or accrued by Employee through the date of termination of this Agreement but not paid as of such date, including (i) Base Salary, (ii) reimbursement for business expenses incurred by the Employee on behalf of the Company, pursuant to the Company’s expense reimbursement policy in effect at such time, (iii) expense allowance per

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Company policy, (iv) accrued but unused vacation pay per Company policy, and (v) bonuses and incentive compensation earned and awarded prior to the date of termination. Accrued Compensation shall be paid on the first regular pay date after the date of termination (or earlier, if required by applicable law).

(e) Termination.

(i) Cause; Without Good Reason. If the Company ends the Term for Cause, or if Employee resigns as an employee of the Company for reasons other than an event of Good Reason, then the Company shall pay to Employee the Accrued Compensation but shall have no obligation to pay Employee any amount, whether for salary, benefits, bonuses, or other compensation or expense reimbursements of any kind, accruing after the end of the Term, and such rights shall, except as otherwise required by law or pursuant to the applicable award agreement or plan, be forfeited immediately upon the end of the Term. For the sake of clarity, any stock options, restricted stock or other equity compensation shall, to the extent vested on the date of resignation without Good Reason or the date the Company ends the Term for Cause, remain outstanding and exerciseable to the extent provided in the applicable award agreement or plan.

(ii) Without Cause; Good Reason; Death. In the event that the Company terminates Employee’s employment hereunder without Cause, Employee terminates his employment with Good Reason or his employment terminates as a result of his death, he shall be entitled to the Accrued Compensation and, subject to Section 21 below,

(A) A lump sum payment equal to two times his Base Salary in effect at the date of termination, less applicable withholding.

(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage.

(C) Any unvested options, restricted stock and other stock-based grants to Employee shall be deemed fully vested on the date of termination and any restrictions thereon shall lapse. All stock options shall remain exerciseable from the date of termination until the tenth anniversary of the date such options were granted (or, if earlier, the expiration date of the applicable Company plan under which such options were granted).

(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a

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customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.

Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period.

8. Change in Control Payments. The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

(a) Equity. Upon the occurrence of a Change in Control, all stock options, restricted stock and other stock-based grants to Employee by the Company or that may be granted in the future shall, irrespective of any provisions of his award agreements, immediately and irrevocably vest and become exercisable and any restrictions thereon shall lapse. All stock options shall remain exerciseable from the date of the Change in Control until the expiration of the term of such stock options.

(b) Definitions. For purposes of this paragraph 8, the following terms shall have the following meanings:

“Change in Control” shall mean any of the following:

(1) the acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (the “Acquiring Person”), other than the Company, or any of its Subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3-promulgated under the Exchange Act) of 50% or more of the combined voting power or economic interests of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (excluding any issuance of securities by the Company in a transaction or series of transactions made principally for bona fide equity financing purposes, and also excluding the acquisition of Company securities by DMIB in connection with the transactions contemplated by the APA);

(2) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraphs (1), (3) or (4) of this definition) whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Company’s board of directors; or

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(3) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any issuance of securities by the Company in a transaction or series of transactions made principally for bona fide equity financing purposes, and also excluding the acquisition of Company securities by DMIB in connection with the transactions contemplated by the APA) other than a transaction or series of related transactions in which the holders of the voting securities of the Corporation outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or

(4) the sale or other disposition of all or substantially all of the assets of the Company in one transaction or series of related transactions.

9. Proprietary Information and Inventions Agreement. As a condition of Employee’s employment with the Company, Employee agrees to sign the Company’s standard form of Proprietary Information and Inventions Agreement (“PIA”).

10. Successors and Assigns.

(a) Employee. This Agreement is a personal contract, and the rights and interests that the Agreement accords to Employee may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him. All rights and benefits of Employee shall be for the sole personal benefit of Employee, and no other person shall acquire any right, title or interest under this Agreement by reason of any sale, assignment, transfer, claim or judgment or bankruptcy proceedings against Employee. Except as so provided, this Agreement shall inure to the benefit of and be binding upon Employee and his personal representatives, distributes and legatees.

(b) The Company. This Agreement shall be binding upon the Company and inure to the benefit of the Company and of its successors and assigns, including (but not limited to) any Company that may acquire all or substantially all of the Company’s assets or business or into or with which the Company may be consolidated or merged. In the event that the Company sells all or substantially all of its assets, merges or consolidates, otherwise combines or affiliates with another business, dissolves and liquidates, or otherwise sells or disposes of substantially all of its assets, then this Agreement shall continue in full force and effect. The Company’s obligations under this Agreement shall cease, however, if and only if the successor to, the purchaser or acquirer of either of the Company or of all or substantially all of its assets, or the entity with which the Company has affiliated, shall assume in writing the Company’s obligations under this Agreement (and deliver and executed copy of such assumption to Employee), in which case such successor or purchaser, but not the Company, shall thereafter be the only party obligated to perform the obligations that remain to be performed on the part of the Company under this Agreement.

11. Entire Agreement. This Agreement (together with the equity award agreements referred to herein) represents the entire agreement between the parties concerning Employee’s employment with the Company and supersedes all prior negotiations, discussions, understanding and agreements, whether written or oral, between Employee and the Company relating to the subject matter of this Agreement.

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12. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by Employee and by a duly authorized officer of the Company. No waiver by any party to this Agreement or any breach by another party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

13. Notices. Any notice to be given under this Agreement shall be in writing and delivered personally or sent by overnight courier or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below, or to such other address of which such party subsequently may give notice in writing:

Any notice delivered personally or by overnight courier shall be deemed given on the date delivered and any notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given on the date mailed.

14. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable shall not be affected, and each provision of this Agreement shall be validated and shall be enforced to the fullest extent permitted by law. If for any reason any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be too broad or to any extent invalid, such provision shall not be determined to be entirely null, void and of no effect; instead, it is the intention and desire of both the Company and Employee that, to the extent that the provision is or would be valid or enforceable under applicable law, any court of competent jurisdiction shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and such other constraints or conditions (although not greater than those contained currently contained in this Agreement) as shall be valid and enforceable under the applicable law.

15. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience of reference, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

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17. Withholding Taxes. All salary, benefits, reimbursements and any other payments to Employee under this Agreement shall be subject to all applicable payroll and withholding taxes and deductions required by any law, rule or regulation of and federal, state or local authority.

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

19. Applicable Law; Arbitration. The validity, interpretation and enforcement of this Agreement and any amendments or modifications hereto shall be governed by the laws of the State of Colorado, as applied to a contract executed within and to be performed in such State. The parties agree that any disputes shall be definitively resolved by binding arbitration before the American Arbitration Association in Denver, Colorado and consent to the jurisdiction to the federal courts of the District of Colorado or, if there shall be no jurisdiction, to the state courts located in Arapahoe County, Colorado, to enforce any arbitration award rendered with respect thereto. Each party shall choose one arbitrator and the two arbitrators shall choose a third arbitrator. All costs and fees related to such arbitration (and judicial enforcement proceedings, if any) shall be borne by the Company unless Employee’s claim is deemed to be frivolous by the arbitrator(s) or judge.

20. Legal Fees. Each party shall pay its own counsel fee expenses incurred in drafting and negotiating this Agreement.

21. Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination (other than due to death), and the severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Employee’s termination, then only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the first six (6) months following Employee’s termination of employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six (6) month anniversary of his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. The foregoing provision is intended to comply with the requirements of Section 409A so that none of the severance payments and

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benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A. For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (A) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated.

22. Indemnification. As a condition to the effectiveness of this Agreement, the Company and Employee shall enter into a mutually acceptable indemnification agreement.

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

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EXHIBIT A

Outside Activities

1. DMI Biosciences, Inc. Employee is an employee, officer, director and equityholder of DMI Biosciences. Employee shall continue in such roles during the term of this Agreement.

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EXHIBIT B

Terms of Equity Compensation

Management equity grant :

Vesting milestones

To the extent that any of the above milestones are satisfied, the restricted shares which will early vest shall be taken from the portion of the restricted shares with the longest remaining time to vesting under the time vesting schedule.

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Exhibit 10.3

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is made effective as of April 17, 2009 (the “ Grant Date ”), by and between DMI Life Sciences, Inc., a Delaware corporation (the “ Company ”), and David Bar-Or M.D. (the “ Holder ”):

WHEREAS, the Company and DMI Biosciences, Inc., a Colorado corporation (“DMIB”) are party to an Asset Purchase Agreement dated as of April 16, 2009 (the “APA”) pursuant to which the Company will purchase certain assets of DMIB;

WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the APA;

WHEREAS, the Company’s Board of Directors (the “Board”) has determined that it would be to the advantage and in the best interest of the Company and its stockholders to enter into this Agreement to assign certain shares of Common Stock of the Company subject to certain restrictions thereon (the “Restricted Stock”) to the Holder in consideration of services to be rendered and as an incentive for the Holder’s best performance of future services to Company and its subsidiaries, subject to the restrictions set forth herein and payment of the Aggregate Purchase Price (as defined below);

WHEREAS, the Company and the Holder have entered into an Employment Agreement dated April 17, 2009 (the “ Employment Agreement ”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I. AWARD OF RESTRICTED STOCK

Section 1.1 Award of Restricted Stock . In consideration of Holder’s services and for other good and valuable consideration which the Board has determined, including a per share purchase price of $0.001, the Company hereby awards and assigns to the Holder, on the Grant Date, 2,700,000 shares of Restricted Stock, for an aggregate purchase price of $2,700 (the “Aggregate Purchase Price”). The Aggregate Purchase Price for the Shares shall be paid by check payable to the Company or by wire transfer per the Company’s wiring instructions.

Section 1.2 Not a Contract of Employment . Nothing in this Agreement shall confer upon the Holder any right to continue in the employ of the Company or any subsidiary, or shall interfere with or restrict in any way any otherwise existing rights of the Company and any subsidiary, which are hereby expressly reserved, to discharge the Holder at any time for any reason whatsoever, with or without Cause (subject to the consequences set forth in the Employment Agreement).

ARTICLE II. TERMS OF THE AWARD AND RESTRICTIONS

Section 2.1 Definition . Unless the context otherwise requires, terms defined in the Employment Agreement have the same meanings when used in this Agreement.

“ Common Stock ” shall mean common stock of the Company, $0.001 par value per share.

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“ Restrictions ” shall mean the restrictions on sale or other transfer set forth in Section 3.1, the exposure to forfeiture set forth in Section 2.2 and the vesting set forth in Section 2.3.

Section 2.2 Forfeiture . Any share of Restricted Stock that is not vested pursuant to Section 2.3 upon the termination of the Holder’s Service (as defined below) with the Company and its subsidiaries (x) by the Company for Cause or (y) by the Holder other than for Good Reason, shall thereupon be forfeited to the Company without payment. In the event of the termination of the Holder’s Service (x) as a result of his death or Disability, (y) by the Company without Cause or (z) by the Holder with Good Reason, the Restricted Stock that is not vested pursuant to Section 2.3 shall remain outstanding and shall immediately become fully vested. For purposes of this Agreement, “Service” shall mean the Holder’s performance of services to the Company (or any parent, subsidiary or affiliate thereof) in the capacity of an employee, a director, a consultant or an independent advisor.

Section 2.3 Vesting and Lapse of Restrictions . Subject to Sections 2.2, 2.4 and 2.6, each share of Restricted Stock shall not be transferable until such share becomes vested pursuant to this Section. The shares shall vest in accordance with the following schedule (each a “Vesting Date”):

(a) 500,000 shares of the Restricted Stock shall be fully vested as of the date of this Agreement and there shall be no Restrictions thereon.

(b) No additional shares shall vest pursuant to the passage of time from the date of this Agreement through the first anniversary of this Agreement.

(c) 500,000 shares of the Restricted Stock shall vest in twelve equal installments during the period from the first anniversary to the second anniversary of the date of this Agreement provided that Holder continues to provide Service, such that on the monthly anniversary of the date of this Agreement 1/12 of such Restricted Shares shall vest (such number shall be prorated for any partial month in which Holder is in Service).

(d) 500,000 shares of the Restricted Stock shall vest in twelve equal installments during the period from the second anniversary to the third anniversary of the date of this Agreement provided that Holder continues to provide Service, such that on the monthly anniversary of the date of this Agreement 1/12 of such Restricted Shares shall vest (such number shall be prorated for any partial month in which Holder is in Service).

(e) The time vesting schedule of the Restricted Shares described in paragraphs (c) and (d) above shall be subject to acceleration upon the achievement of the milestones as described on Exhibit B hereto. To the extent that any of the milestones are satisfied, the restricted shares which will early vest shall be taken from the portion of the restricted shares with the longest remaining time to vesting under the time vesting schedule.

Section 2.4 Restricted Account/Stock Legend . Holder acknowledges that the Company will either issue the Restricted Shares covered by this Agreement in the name of the Holder to be held in an uncertificated restricted account or will issue a stock certificate for the Restricted Shares in the name of the Holder, which certificate will bear the legends set forth below and any additional legend required by applicable securities law or other applicable regulation.

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN DMI LIFE SCIENCES, INC. (THE “COMPANY”) AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, VOLUNTARILY OR INVOLUNTARILY, OR BY OPERATION OF LAW, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT. A COPY OF THE AGREEMENT MAY BE OBTAINED FROM THE COMPANY.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF A PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY.

Holder acknowledges that the certificates evidencing the Restricted Stock, whether certificated or uncertificated, shall be held in the custody of the Company in the name of the Holder until the restrictions lapse and that it is a condition to the effectiveness of this Agreement and the award of the Restricted Stock that Holder deliver to the Company the stock power attached hereto as Exhibit A, endorsed in blank.

Section 2.5 Assignment of Certificates for Vested Shares . Upon the vesting of the shares of the Restricted Stock as provided in Section 2.3 and subject to Section 3.3, the Company shall, at the request of Holder, cause certificates to be assigned with respect to such vested shares and delivered to the Holder or his legal representative, free from any Restrictions and free from the first legend provided for in Section 2.4; provided, that such shares shall remain subject to applicable securities laws, the Company’s employee trading policy and the other restrictions contained in Sections 2.12 and 2.13 of this Agreement.

Section 2.6 Restrictions On New Shares . In the event that the Holder receives any new or additional or different shares or securities by reason of any transaction or event described in Section 2.7, such new or additional or different shares or securities which are attributable to the

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Holder in his capacity as the registered owner of the Restricted Stock then subject to Restrictions, shall be considered to be Restricted Stock and shall be subject to all of the Restrictions, unless the Board expressly provides for the removal or lapse of the Restrictions on the shares of Restricted Stock underlying the distribution of the new or additional shares or securities, and all of the other restrictions contained in this Agreement.

Section 2.7 Special Circumstances .

(a) Merger and Consolidation. In the event of a Change in Control, all shares of the Restricted Stock shall become fully vested and all Restrictions thereon shall lapse effective immediately prior to the consummation of such Change in Control. Upon the consummation of the Change in Control, the shares of Restricted Stock shall be converted into the right to receive, or shall be exchanged for, cash, securities or other property on the same basis as the other shares of the same class of the Company’s capital stock are being converted or exchanged in connection with the Change in Control.

(b) Adjustments. In the event that any merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, repurchase of shares, combination of shares, exchange of shares, dividend in kind, or other like change in corporate structure or dividend or distribution (other than normal cash dividends) to shareholders of the Company occurs, the Board, in order to prevent diminution or enlargement of the Holder’s rights under this Agreement, shall substitute or adjust, as applicable, the number and kind of shares that may be issued under this Agreement.

(c) Investment Undertaking. The Holder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the shares of Restricted Stock. The Holder hereby represents and warrants that Holder will hold the Restricted Stock and the rights constituent thereto for investment for Holder’s own account only and without any present intention of distribution or sale.

Section 2.8 Withholding . On each Vesting Date (or, if applicable, as of the time an 83(b) election is made by the Holder), the Holder may, if approved in writing by the Board, (a) elect to have the Company withhold, the number of shares sufficient to satisfy the minimum tax withholding from the shares to satisfy such tax withholding obligations, or (b) deliver to the Company an amount in Common Stock of the Company with a fair market value equal to the amount of such tax obligation. Otherwise, the Holder must deliver to the Company (or have the Company withhold) an amount in cash equal to the amount of such tax obligation.

Section 2.9 Voting Rights . To the extent permitted by law, the Holder shall be entitled to exercise full voting rights as set forth in the Company’s certificate of incorporation with respect to those shares of Restricted Stock that have not yet vested.

Section 2.10 Beneficiary Designation . The Holder may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the Holder, shall be in a form prescribed by the Board, and will be effective only when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Holder’s death shall be paid to the Holder’s estate.

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Section 2.11 Dividend Equivalents . The Holder may be granted dividend equivalents based on the dividends declared on shares of Common Stock of the Company that are subject to this award of Restricted Stock, to be credited as of dividend payment dates, during the period between the Grant Date and each Vesting Date, if so determined by the Board. Any such dividend equivalents shall be converted to cash or additional shares of Common Stock of the Company by such formula and at such time and subject to such limitations as may be determined by the Board in good faith.

Section 2.12 Market Stand-Off Agreement . The Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during (i) the 180-day period following the effective date of the Company’s initial public offering (or such longer period, not to exceed 18 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711(f)(4) or (NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act of 1933 (or such longer period, not to exceed 18 days after the expiration of the 90-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 (f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto); provided, that, with respect to (i) and (ii) above, all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the fourth legend set forth in Section 2.4 with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) or ninety (90) day (or other) period. Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.12.

Section 2.13 Right of First Refusal . The Holder hereby acknowledges that the shares of Restricted Stock shall be subject to a right of first refusal to the extent provided for in the Company’s Investor Rights Agreement, as amended from time to time, to which agreement the Holder shall be a party.

ARTICLE III. MISCELLANEOUS

Section 3.1 Restricted Stock Not Transferable . No share of Restricted Stock or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Holder or his successors in interest or shall be subject to disposition by sale, transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) until such time as the share of Restricted Stock has vested, and any attempted disposition thereof shall be null and void and of no effect; provided further, that each share of Restricted Stock, whether vested or unvested, shall be subject to transfer restrictions under applicable securities laws and Sections 2.4, 2.6, 2.12 and 2.13 of this Agreement.

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Section 3.2 Conditions to Delivery of Stock Certificates . The Company shall not be required to deliver any certificate or certificates for shares of stock pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a) Approval. The obtaining of any approval or other clearance from any state or federal governmental agency which the Board shall, in its sole discretion, determine to be necessary or advisable; and

(b) Payment. The payment by the Holder of all amounts required to be withheld, under federal, state and local (or applicable foreign) tax laws, with respect to the issuance and/or the lapse or removal of any of the Restrictions which may be paid either by the Holder or, if approved in writing by the Board, by the Holder electing that the Company withhold that number of shares of Common Stock with a fair market value equal to the minimum tax withholding obligation at the election of the Holder.

Section 3.3 Physical Custody . The Secretary of the Company or such other representative as the Board may appoint shall retain physical custody of each certificate representing Restricted Stock until all of the restrictions imposed under the Agreement with respect to the shares evidenced by such certificate expire or shall have been removed; provided, however, that in no event shall the Holder retain physical custody of any certificates representing unvested Restricted Stock assigned to Holder and provided further that the Company may determine not to issue certificates, but rather to make a book entry to reflect the issuance of the shares.

Section 3.4 Notices . Any notice required by this Agreement will be deemed provided and delivered to the intended recipient when (i) delivered in person by hand; or (ii) three days after being sent via U.S. certified mail, return receipt requested; or (iii) the day after being sent via overnight courier, in each case provided such notice is properly addressed to the following address and enclosed in a properly sealed envelope or wrapper, and with all postage and similar fees having been paid in advance.

By a notice given pursuant to this Section 3.4, either party may hereafter designate a different address for notices to be given. Any notice which is required to be given to the Holder shall, if the Holder is then deceased, be given to the Holder’s personal representative if such representative has previously informed the Company of representative’s status and address by written notice under this Section 3.4.

Section 3.5 Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 3.6 Conformity to Securities Laws . The Holder acknowledges that this Agreement is intended to conform to the extent necessary with all provisions of all applicable federal and state (and applicable foreign) laws, rules and regulations (including but not limited to, the Securities Act and the Exchange Act and to such approvals by any listing, regulatory or other

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governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the Restricted Stock shall be assigned, only in such a manner as to conform to such laws, rules and regulations including, without limitation, Rule 16b-3. To the extent permitted by applicable law, this Agreement and the Restricted Stock assigned hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 3.7 Amendment and Successors .

(a) Amendment. This Agreement may be amended without the consent of the Holder provided that such amendment would not impair any rights of the Holder under this Agreement. No amendment of this Agreement shall, without the consent of the Holder, impair any rights of the Holder under this Agreement.

(b) Successors. All obligations of the Company under this Agreement with respect to the award of Restricted Stock shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. This Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Holder under this Agreement may only be assigned with the prior written consent of the Company.

Section 3.8 Governing Law and Jurisdiction .

(a) Governing Law. The laws of the State of Colorado shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

(b) Jurisdiction. The Holder irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the District of Colorado or in the courts of the State of Colorado located in the County of Arapahoe. By the execution of this Agreement, the Holder irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Holder in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

Section 3.9 Section 83(b) Election . If, within 30 days of the Grant Date, a Holder makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service. The Holder has reviewed with the Holder’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

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Section 3.10 No Constraint on Corporate Action . Nothing in this Agreement shall be construed to: (a) limit, impair, or otherwise affect the Company’s or a subsidiary’s or an affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or a subsidiary or an affiliate to take any action which such entity deems to be necessary or appropriate.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

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EXHIBIT A

IRREVOCABLE STOCK POWER

FOR VALUE RECEIVED , the undersigned does hereby sell, assign and transfer to:

DMI Life Sciences, Inc. (the “Company”)

Taxpayer Identifying No.:                         

                                                              shares of the Common Stock of the Company represented by Certificate(s) No.(s)                                      inclusive, registered in the name(s) of                                          .

The undersigned does hereby irrevocably constitute and appoint                                                               attorney to transfer the said stock on the books of the Company, with full power of substitution in the premises.

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EXHIBIT B

VESTING MILESTONES

As provided in Section 2.3(e) above, the vesting of the 1,800,000 Restricted Shares referred to in Section 2.3(c) and 2.3(d) will be accelerated upon the achievement of the following milestones:

To the extent that any of the milestones are satisfied, the restricted shares which will early vest shall be taken from the portion of the restricted shares with the longest remaining time to vesting under the time vesting schedule.

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Exhibit 10.4

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is made effective as of April 17, 2009 (the “ Grant Date ”), by and between DMI Life Sciences, Inc., a Delaware corporation (the “ Company ”), and Bruce G. Miller (the “ Holder ”):

WHEREAS, the Company and DMI Biosciences, Inc., a Colorado corporation (“DMIB”) are party to an Asset Purchase Agreement dated as of April 16, 2009 (the “APA”) pursuant to which the Company will purchase certain assets of DMIB;

WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the APA;

WHEREAS, the Company’s Board of Directors (the “Board”) has determined that it would be to the advantage and in the best interest of the Company and its stockholders to enter into this Agreement to assign certain shares of Common Stock of the Company subject to certain restrictions thereon (the “Restricted Stock”) to the Holder in consideration of services to be rendered and as an incentive for the Holder’s best performance of future services to Company and its subsidiaries, subject to the restrictions set forth herein and payment of the Aggregate Purchase Price (as defined below);

WHEREAS, the Company and the Holder have entered into an Employment Agreement dated April 17, 2009 (the “ Employment Agreement ”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I. AWARD OF RESTRICTED STOCK

Section 1.1 Award of Restricted Stock . In consideration of Holder’s services and for other good and valuable consideration which the Board has determined, including a per share purchase price of $0.001, the Company hereby awards and assigns to the Holder, on the Grant Date, 1,500,000 shares of Restricted Stock, for an aggregate purchase price of $1,500.00 (the “Aggregate Purchase Price”). The Aggregate Purchase Price for the Shares shall be paid by check payable to the Company or by wire transfer per the Company’s wiring instructions.

Section 1.2 Not a Contract of Employment . Nothing in this Agreement shall confer upon the Holder any right to continue in the employ of the Company or any subsidiary, or shall interfere with or restrict in any way any otherwise existing rights of the Company and any subsidiary, which are hereby expressly reserved, to discharge the Holder at any time for any reason whatsoever, with or without Cause (subject to the consequences set forth in the Employment Agreement).

ARTICLE II. TERMS OF THE AWARD AND RESTRICTIONS

Section 2.1 Definition . Unless the context otherwise requires, terms defined in the Employment Agreement have the same meanings when used in this Agreement.

“ Common Stock ” shall mean common stock of the Company, $0.001 par value per share.

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“ Restrictions ” shall mean the restrictions on sale or other transfer set forth in Section 3.1, the exposure to forfeiture set forth in Section 2.2 and the vesting set forth in Section 2.3.

Section 2.2 Forfeiture . Any share of Restricted Stock that is not vested pursuant to Section 2.3 upon the termination of the Holder’s Service (as defined below) with the Company and its subsidiaries (x) by the Company for Cause or (y) by the Holder other than for Good Reason, shall thereupon be forfeited to the Company without payment. In the event of the termination of the Holder’s Service (x) as a result of his death or Disability, (y) by the Company without Cause or (z) by the Holder with Good Reason, the Restricted Stock that is not vested pursuant to Section 2.3 shall remain outstanding and shall immediately become fully vested. For purposes of this Agreement, “Service” shall mean the Holder’s performance of services to the Company (or any parent, subsidiary or affiliate thereof) in the capacity of an employee, a director, a consultant or an independent advisor.

Section 2.3 Vesting and Lapse of Restrictions . Subject to Sections 2.2, 2.4 and 2.6, each share of Restricted Stock shall not be transferable until such share becomes vested pursuant to this Section. The shares shall vest in accordance with the following schedule (each a “Vesting Date”):

(a) 500,000 shares of the Restricted Stock shall be fully vested as of the date of this Agreement and there shall be no Restrictions thereon.

(b) No additional shares shall vest pursuant to the passage of time from the date of this Agreement through the first anniversary of this Agreement.

(c) 500,000 shares of the Restricted Stock shall vest in twelve equal installments during the period from the first anniversary to the second anniversary of the date of this Agreement provided that Holder continues to provide Service, such that on the monthly anniversary of the date of this Agreement 1/12 of such Restricted Shares shall vest (such number shall be prorated for any partial month in which Holder is in Service).

(d) 500,000 shares of the Restricted Stock shall vest in twelve equal installments during the period from the second anniversary to the third anniversary of the date of this Agreement provided that Holder continues to provide Service, such that on the monthly anniversary of the date of this Agreement 1/12 of such Restricted Shares shall vest (such number shall be prorated for any partial month in which Holder is in Service).

(e) The time vesting schedule of the Restricted Shares described in paragraphs (c) and (d) above shall be subject to acceleration upon the achievement of the milestones as described on Exhibit B hereto. To the extent that any of the milestones are satisfied, the restricted shares which will early vest shall be taken from the portion of the restricted shares with the longest remaining time to vesting under the time vesting schedule.

Section 2.4 Restricted Account/Stock Legend . Holder acknowledges that the Company will either issue the Restricted Shares covered by this Agreement in the name of the Holder to be held in an uncertificated restricted account or will issue a stock certificate for the Restricted Shares in the name of the Holder, which certificate will bear the legends set forth below and any additional legend required by applicable securities law or other applicable regulation.

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN DMI LIFE SCIENCES, INC. (THE “COMPANY”) AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, VOLUNTARILY OR INVOLUNTARILY, OR BY OPERATION OF LAW, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT. A COPY OF THE AGREEMENT MAY BE OBTAINED FROM THE COMPANY.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF A PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY.

Holder acknowledges that the certificates evidencing the Restricted Stock, whether certificated or uncertificated, shall be held in the custody of the Company in the name of the Holder until the restrictions lapse and that it is a condition to the effectiveness of this Agreement and the award of the Restricted Stock that Holder deliver to the Company the stock power attached hereto as Exhibit A, endorsed in blank.

Section 2.5 Assignment of Certificates for Vested Shares . Upon the vesting of the shares of the Restricted Stock as provided in Section 2.3 and subject to Section 3.3, the Company shall, at the request of Holder, cause certificates to be assigned with respect to such vested shares and delivered to the Holder or his legal representative, free from any Restrictions and free from the first legend provided for in Section 2.4; provided, that such shares shall remain subject to applicable securities laws, the Company’s employee trading policy and the other restrictions contained in Sections 2.12 and 2.13 of this Agreement.

Section 2.6 Restrictions On New Shares . In the event that the Holder receives any new or additional or different shares or securities by reason of any transaction or event described in Section 2.7, such new or additional or different shares or securities which are attributable to the

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Holder in his capacity as the registered owner of the Restricted Stock then subject to Restrictions, shall be considered to be Restricted Stock and shall be subject to all of the Restrictions, unless the Board expressly provides for the removal or lapse of the Restrictions on the shares of Restricted Stock underlying the distribution of the new or additional shares or securities, and all of the other restrictions contained in this Agreement.

Section 2.7 Special Circumstances .

(a) Merger and Consolidation. In the event of a Change in Control, all shares of the Restricted Stock shall become fully vested and all Restrictions thereon shall lapse effective immediately prior to the consummation of such Change in Control. Upon the consummation of the Change in Control, the shares of Restricted Stock shall be converted into the right to receive, or shall be exchanged for, cash, securities or other property on the same basis as the other shares of the same class of the Company’s capital stock are being converted or exchanged in connection with the Change in Control.

(b) Adjustments. In the event that any merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, repurchase of shares, combination of shares, exchange of shares, dividend in kind, or other like change in corporate structure or dividend or distribution (other than normal cash dividends) to shareholders of the Company occurs, the Board, in order to prevent diminution or enlargement of the Holder’s rights under this Agreement, shall substitute or adjust, as applicable, the number and kind of shares that may be issued under this Agreement.

(c) Investment Undertaking. The Holder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the shares of Restricted Stock. The Holder hereby represents and warrants that Holder will hold the Restricted Stock and the rights constituent thereto for investment for Holder’s own account only and without any present intention of distribution or sale.

Section 2.8 Withholding . On each Vesting Date (or, if applicable, as of the time an 83(b) election is made by the Holder), the Holder may, if approved in writing by the Board, (a) elect to have the Company withhold, the number of shares sufficient to satisfy the minimum tax withholding from the shares to satisfy such tax withholding obligations, or (b) deliver to the Company an amount in Common Stock of the Company with a fair market value equal to the amount of such tax obligation. Otherwise, the Holder must deliver to the Company (or have the Company withhold) an amount in cash equal to the amount of such tax obligation.

Section 2.9 Voting Rights . To the extent permitted by law, the Holder shall be entitled to exercise full voting rights as set forth in the Company’s certificate of incorporation with respect to those shares of Restricted Stock that have not yet vested.

Section 2.10 Beneficiary Designation . The Holder may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the Holder, shall be in a form prescribed by the Board, and will be effective only when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Holder’s death shall be paid to the Holder’s estate.

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Section 2.11 Dividend Equivalents . The Holder may be granted dividend equivalents based on the dividends declared on shares of Common Stock of the Company that are subject to this award of Restricted Stock, to be credited as of dividend payment dates, during the period between the Grant Date and each Vesting Date, if so determined by the Board. Any such dividend equivalents shall be converted to cash or additional shares of Common Stock of the Company by such formula and at such time and subject to such limitations as may be determined by the Board in good faith.

Section 2.12 Market Stand-Off Agreement . The Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during (i) the 180-day period following the effective date of the Company’s initial public offering (or such longer period, not to exceed 18 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711(f)(4) or (NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act of 1933 (or such longer period, not to exceed 18 days after the expiration of the 90-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 (f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto); provided, that, with respect to (i) and (ii) above, all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the fourth legend set forth in Section 2.4 with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) or ninety (90) day (or other) period. Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.12.

Section 2.13 Right of First Refusal . The Holder hereby acknowledges that the shares of Restricted Stock shall be subject to a right of first refusal to the extent provided for in the Company’s Investor Rights Agreement, as amended from time to time, to which agreement the Holder shall be a party.

ARTICLE III. MISCELLANEOUS

Section 3.1 Restricted Stock Not Transferable . No share of Restricted Stock or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Holder or his successors in interest or shall be subject to disposition by sale, transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) until such time as the share of Restricted Stock has vested, and any attempted disposition thereof shall be null and void and of no effect; provided further, that each share of Restricted Stock, whether vested or unvested, shall be subject to transfer restrictions under applicable securities laws and Sections 2.4, 2.6, 2.12 and 2.13 of this Agreement.

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Section 3.2 Conditions to Delivery of Stock Certificates . The Company shall not be required to deliver any certificate or certificates for shares of stock pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a) Approval. The obtaining of any approval or other clearance from any state or federal governmental agency which the Board shall, in its sole discretion, determine to be necessary or advisable; and

(b) Payment. The payment by the Holder of all amounts required to be withheld, under federal, state and local (or applicable foreign) tax laws, with respect to the issuance and/or the lapse or removal of any of the Restrictions which may be paid either by the Holder or, if approved in writing by the Board, by the Holder electing that the Company withhold that number of shares of Common Stock with a fair market value equal to the minimum tax withholding obligation at the election of the Holder.

Section 3.3 Physical Custody . The Secretary of the Company or such other representative as the Board may appoint shall retain physical custody of each certificate representing Restricted Stock until all of the restrictions imposed under the Agreement with respect to the shares evidenced by such certificate expire or shall have been removed; provided, however, that in no event shall the Holder retain physical custody of any certificates representing unvested Restricted Stock assigned to Holder and provided further that the Company may determine not to issue certificates, but rather to make a book entry to reflect the issuance of the shares.

Section 3.4 Notices . Any notice required by this Agreement will be deemed provided and delivered to the intended recipient when (i) delivered in person by hand; or (ii) three days after being sent via U.S. certified mail, return receipt requested; or (iii) the day after being sent via overnight courier, in each case provided such notice is properly addressed to the following address and enclosed in a properly sealed envelope or wrapper, and with all postage and similar fees having been paid in advance.

By a notice given pursuant to this Section 3.4, either party may hereafter designate a different address for notices to be given. Any notice which is required to be given to the Holder shall, if the Holder is then deceased, be given to the Holder’s personal representative if such representative has previously informed the Company of representative’s status and address by written notice under this Section 3.4.

Section 3.5 Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 3.6 Conformity to Securities Laws . The Holder acknowledges that this Agreement is intended to conform to the extent necessary with all provisions of all applicable federal and state (and applicable foreign) laws, rules and regulations (including but not limited to, the Securities Act and the Exchange Act and to such approvals by any listing, regulatory or other

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governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the Restricted Stock shall be assigned, only in such a manner as to conform to such laws, rules and regulations including, without limitation, Rule 16b-3. To the extent permitted by applicable law, this Agreement and the Restricted Stock assigned hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 3.7 Amendment and Successors .

(a) Amendment. This Agreement may be amended without the consent of the Holder provided that such amendment would not impair any rights of the Holder under this Agreement. No amendment of this Agreement shall, without the consent of the Holder, impair any rights of the Holder under this Agreement.

(b) Successors. All obligations of the Company under this Agreement with respect to the award of Restricted Stock shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. This Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Holder under this Agreement may only be assigned with the prior written consent of the Company.

Section 3.8 Governing Law and Jurisdiction .

(a) Governing Law. The laws of the State of Colorado shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

(b) Jurisdiction. The Holder irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the District of Colorado or in the courts of the State of Colorado located in the County of Arapahoe. By the execution of this Agreement, the Holder irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Holder in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

Section 3.9 Section 83(b) Election . If, within 30 days of the Grant Date, a Holder makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service. The Holder has reviewed with the Holder’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

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Section 3.10 No Constraint on Corporate Action . Nothing in this Agreement shall be construed to: (a) limit, impair, or otherwise affect the Company’s or a subsidiary’s or an affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or a subsidiary or an affiliate to take any action which such entity deems to be necessary or appropriate.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

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EXHIBIT A

IRREVOCABLE STOCK POWER

FOR VALUE RECEIVED , the undersigned does hereby sell, assign and transfer to:

DMI Life Sciences, Inc. (the “Company”)

Taxpayer Identifying No.:                         

                                                              shares of the Common Stock of the Company represented by Certificate(s) No.(s)                                      inclusive, registered in the name(s) of                                         .

The undersigned does hereby irrevocably constitute and appoint                                                               attorney to transfer the said stock on the books of the Company, with full power of substitution in the premises.

9

EXHIBIT B

VESTING MILESTONES

As provided in Section 2.3(e) above, the vesting of the 1,000,000 Restricted Shares referred to in Section 2.3(c) and 2.3(d) will be accelerated upon the achievement of the following milestones:

To the extent that any of the milestones are satisfied, the restricted shares which will early vest shall be taken from the portion of the restricted shares with the longest remaining time to vesting under the time vesting schedule.

10

Exhibit 10.5

SPONSORED RESEARCH AGREEMENT

This Sponsored Research Agreement (the “Agreement”) is made by and between Trauma Research LLC (“TRLLC”) , a Colorado limited liability company, having its address at 900 East Oxford Lane, Englewood, Colorado 80113 and DMI Life Sciences, Inc. (“Sponsor”) , a Delaware corporation, with its principal place of business at 8400 East Crescent Parkway, Suite 600, Greenwood Village, Colorado 80111.

RECITALS

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

WHEREAS, Sponsor desires that TRLLC perform certain research work hereinafter described and is willing to advance personnel, equipment and other resources to sponsor such research; and

WHEREAS, TRLLC is willing to perform such research for Sponsor;

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, TRLLC and Sponsor agree as follows:

I. EFFECTIVE DATE

This Agreement shall be effective as of September 1, 2009 (the “Effective Date”).

II. RESEARCH PROJECT

2.1 TRLLC will use its best efforts to conduct the research project described in Attachment A, as amended and supplemented from time to time (collectively, the “Research Project”) and will furnish the laboratory facilities necessary to carry out the Research Project. The Research Project will be under the direction of David Bar-Or, M.D. (the “Principal Investigator”) and will be conducted at [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission] one or more other suitable facilities selected by TRLLC.

2.2 The Research Project shall be performed commencing on the Effective Date and continuing until August 31, 2014, or until this Agreement is earlier terminated or extended as provided in Article IX.

2.3 [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission] The manner of performance of the Research Project shall be determined solely by the Principal Investigator. TRLLC does not guarantee specific results, and the Research Project will be conducted only on a best efforts basis.

2.4 TRLLC will keep accurate financial and scientific records relating to the Research Project and will make such records available to Sponsor or its authorized representative throughout the term of the Agreement and for a period of one year following termination of the Agreement, or for such longer period required by law, during normal business hours upon reasonable notice.

2.5 Sponsor understands that TRLLC, alone or with other researchers, may be involved in conducting research on behalf of other sponsors. TRLLC agrees that all such research will be conducted separately and by different investigators from the Research Project. Sponsor shall not gain any rights via this Agreement to such other research.

2.6 TRLLC does not guarantee that any patent rights will result from the Research Project, that the scope of any patent rights obtained will cover Sponsor’s commercial interests, or that any such patent rights will be free of dominance by other patents.

III. SPONSOR CONTRIBUTIONS

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

3.3 Within sixty (60) days after the end of each calendar year the Research Project is conducted, the Principal Investigator and the Sponsor’s representative shall meet to evaluate and, if appropriate, to revise the Research Project to accurately reflect anticipated activities for the coming year.

3.4 TRLLC shall maintain any Research Project funds in a separate account and shall expend such funds as agreed with Sponsor for wages (other than for Sponsor’s personnel who shall be paid by Sponsor), supplies, equipment, travel, and other operation expenses in connection with the Research Project. It is understood that funds for the Research Project which are not used in a particular quarter or during the initial one year period of this Agreement may be used in subsequent quarters or periods during the Term of this Agreement.

IV. CONSULTATION AND REPORTS

4.1 Sponsor’s designated representative for consultation and communications with the Principal Investigator shall be Bruce G. Miller or such other person as Sponsor may from time to time designate in writing to TRLLC and to the Principal Investigator.

4.2 During the Term of this Agreement, Sponsor’s representatives may consult informally with the Principal Investigator and other TRLLC representatives regarding the Research Project, both personally and by telephone. Access to work carried on by TRLLC in the course of these investigations shall be entirely under the control of the Principal Investigator but shall be made available on a reasonable basis for observation of the work.

4.3 The Principal Investigator will make up to four oral reports each year during the term of this Agreement as requested by Sponsor’s designated representative. Within ninety (90) days after termination of this Agreement, the Principal Investigator shall prepare a final report summarizing all activities undertaken and accomplishments achieved through the Research Project.

4.4 TRLLC shall prepare and maintain records regarding the Research Project, in sufficient detail and in good scientific manner, which shall be complete and accurate, and shall fully and properly reflect all work done and results achieved in the performance of the Research Project (including all data in the form required by applicable laws and regulations). Sponsor shall have the right, upon reasonable notice and during normal business hours, to inspect, copy, and to check out all research records and reports regarding the Research Project; provided that Sponsor shall maintain such records and reports and the information contained therein in confidence in accordance with applicable laws, regulations and agreements.

V. PUBLICATION AND ACADEMIC RIGHTS

5.1 Principal Investigator shall have the right to publish or otherwise publicly disclose information gained as the result of his research in the course of this Agreement, but, in order to avoid loss of patent rights as a result of premature public disclosure of patentable information, Principal Investigator will submit any prepublication materials and a summary of any other planned public disclosure to Sponsor for review and comment at least thirty (30) days prior to the planned submission for publication. The Principal Investigator will have all personnel participating in the Research Project submit all such prepublication materials and planned public disclosures to the Principal Investigator for submission to Sponsor as set forth in the preceding sentence. Sponsor shall notify the Principal Investigator within fifteen (15) days of receipt of such materials whether it desires to file patent applications on any inventions contained in the materials; and, if Sponsor chooses to do so, it will promptly proceed to file the patent application(s) in due course. In such case, Principal Investigator will delay publication and any other disclosure as required to ensure that such filings are made before publication or other disclosure. Principal Investigator shall have final authority to determine the scope and content of any publications, but Principal Investigator will consider in good faith suggestions by Sponsor.

5.2 It is understood that, subject to Section 5.1, the Principal Investigator may discuss the research being performed under this Agreement with other investigators, but shall not reveal information which is Sponsor’s Confidential Information to the other investigators. TRLLC and Principal Investigator also agree not to disclose Sponsor’s Confidential Information to any third party and to employ reasonable safeguards to maintain Sponsor’s Confidential Information confidential and to prevent its unauthorized use, including causing TRLLC’s employees and consultants and others who will have access to Sponsor’s Confidential Information, to be bound by nondisclosure and nonuse undertakings for the protection of Sponsor’s Confidential Information. “Sponsor’s Confidential Information” means all business and technical information of a proprietary nature, whether in physical or non-physical form, of Sponsor, or any third party proprietary information in the possession of Sponsor, whether disclosed to TRLLC or Principal Investigator in written, oral or other media form, or by observation or inspection of tangible objects.

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

VI. INTELLECTUAL PROPERTY

6.1 [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission] TRLLC waives all moral rights in any such Intellectual Property. “Intellectual Property” means know-how, trade secrets, inventions, works of authorship, trademarks, and all business and technical information of a proprietary nature (including, without limitation, ideas, discoveries, observations, research plans, development plans, business plans, methods, techniques, processes, protocols, test results, research results, data, analyses, specifications, formulas, formulations, and computer programs) and all physical embodiments of any of the foregoing (including, without limitation, memoranda, letters, printouts, compilations, reports, records, notebooks, lists, specifications, software, computer disks, prototypes, instruments, blueprints, diagrams, operating instructions, drawings, designs, models, proposals, databases, photographs, videos, written descriptions, invention disclosures, patent applications, patents, copyright applications, copyright registrations, trademark applications, trademark registrations, compounds, compositions and biological materials) and all rights therein throughout the world. Sponsor will have the responsibility for, and bear all expenses incurred in obtaining and maintaining protection for, and enforcing rights in, all such Intellectual Property. TRLLC will cooperate with Sponsor and will take all necessary steps to assist Sponsor in obtaining and maintaining protection for, and enforcing rights in, all such Intellectual Property, all at Sponsor’s expense. To that end, TRLLC will execute, verify and deliver such documents and perform such other acts (including providing evidence and witnesses within its control) as Sponsor may reasonably request. If Sponsor is unable because of TRLLC’s or its personnel’s or Principal Investigator’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure the necessary signature(s) to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Intellectual Property assigned to the Sponsor above, then TRLLC hereby irrevocably designates and appoints the Sponsor and its duly authorized officers and agents as TRLLC’s agent and attorney in fact, to act for and in TRLLC’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by TRLLC. Upon termination of this Agreement, Sponsor shall retain all physical embodiments of Intellectual Property to which it obtains rights, subject to TRLLC’s right to inspect and copy records.

6.2 [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

6.3 [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

6.4 TRLLC also agrees that it will obtain a written agreement with each third party for research work to be performed by TRLLC for the third party, and that the agreement will include a

detailed description of the research work to be performed and shall clearly limit assignment to the third party of that Intellectual Property which is conceived, developed, suggested, created, discovered or produced solely as a result of performing the research covered by the agreement. [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

VII. INSURANCE AND INDEMNIFICATION

7.1 [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

7.2 [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

7.3 Sponsor shall maintain, at its sole cost and expense, business and general liability coverage for the acts and omissions of itself, its officers, directors, employees and agents, including, but not limited to, covering claims, liabilities, damages and judgments which may arise out of its sponsorship of the Research Project. All such insurance shall be issued upon such forms and in such amounts that are reasonable and customary in the health care industry. Written documentation of this insurance coverage will be provided to TRLLC upon request.

7.4 Each party specifically reserves the common law right of indemnity and/or contribution which either party may have against the other. Both parties agree that upon receipt of a notice of claim or action for which indemnity may be claimed (or any threat thereof), the party receiving such notice will notify the other party promptly.

VIII. INDEPENDENT CONTRACTORS

For the purposes of this Agreement and all services to be provided hereunder, the parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other party. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as may be expressly provided for herein or authorized in writing.

IX. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and extend until August 31, 2014, unless sooner terminated in accordance with the provisions of this Article IX or extended by mutual agreement of the parties.

9.2 This Agreement may be terminated by th e written agreement of both parties.

9.3 This Agreement may be terminated without cause by either party. The party wanting to terminate the Agreement shall provide written notice to the other party at least one-hundred eighty (180) days prior to the date of termination, and the date of termination shall be set forth in the notice.

9.4 In the event that either party shall be in default of its material obligations under this agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this Agreement shall terminate upon expiration of the sixty (60) day period.

9.5 Termination or cancellation of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination.

9.6 Any provisions of this Agreement which by their nature extend beyond termination hereof shall survive such termination.

X. ATTACHMENTS

Attachments A, B, C and D are incorporated herein and made a part hereof for all purposes. Attachment A is not intended to provide or reflect the dates of conception or reduction to practice of any invention.

XI. MATERIALS TRANSFER

11.1 [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

11.2 The Sponsor’s Material shall be used by the Principal Investigator solely in connection with the Research Project and not for any other purpose without the prior written consent of Sponsor, which consent shall not be unreasonably withheld. TRLLC shall not distribute, release, or in any way disclose Sponsor’s Material to any person or entity other than laboratory personnel under the Principal Investigator’s direct supervision.

11.3 The Receiving Party shall ensure that no one will be allowed to take or send Material to any other location, unless written permission is obtained from the Disclosing Party. The Material is made available by TRLLC and Sponsor for investigational use only in laboratory animals or in vitro experiments. Neither the Material, nor any chemical or biological materials treated therewith or derived therefrom, will be used in human beings.

11.4 This Agreement and the resulting transfer of Material constitute a license to use the Material solely for purposes of the Research Project. Except as otherwise provided in this Agreement, the Receiving Party agrees that nothing pursuant to this Article XI shall be deemed to grant any rights under any patents. At the request of the Disclosing Party, the Receiving Party will return all unused Material, whether or not during the Term.

11.5 Any Material provided is experimental in nature and shall be provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY

OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.

11.6 In no event shall the Disclosing Party be liable for any use by the Receiving Party of the Material or any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from or in connection with this Agreement or the use, handling or storage of the Material.

11.7 The Receiving Party will use the Material in compliance with all laws, governmental regulations and guidelines applicable to the Material.

XII. GENERAL

12.1 This Agreement may be assigned by Sponsor in connection with an acquisition (by whatever means) by, merger with, or the sale of substantially all of its related business to, another. This Agreement may otherwise be assigned by Sponsor only with the consent of TRLLC, not to be unreasonably withheld. TRLLC may not assign this Agreement without the consent of Sponsor.

12.2 This Agreement constitutes the entire and only agreement between the parties relating to the Research Project, and all prior negotiations, representations, agreements and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.

12.3 Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to be properly given on the date of personal delivery or three (3) days after deposit in the U. S. mail, sent by registered or certified mail, return receipt requested, and addressed as follows:

or at such other addresses as may be given from time to time in accordance with the terms of this notice provision.

12.4 This Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Colorado.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

Attachment A

DESCRIPTION OF RESEARCH PROJECT

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

ATTACHMENT B

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

ATTACHMENT C

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

ATTACHMENT D

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

Exhibit 10.6.1

EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (“Agreement”) effective as of July 11, 2005 (the “Effective Date”) is by and between DMI BioSciences, Inc., a Colorado corporation having its principal place of business at 3601 South Clarkson Street, Suite 420, Englewood, Colorado 80113-3948 (“DMI”), and Institute For Molecular Medicine, Inc., a non-profit corporation organized and existing under the laws of Colorado, having a place of business at 3531 South Logan Street, Suite D318, Englewood, Colorado 80110 (“IMM”).

WHEREAS, IMM owns Intellectual Property relating to therapeutic uses of Methylphenidate Derivatives;

WHEREAS, DMI wants to obtain a worldwide exclusive license of IMM’s Intellectual Property to research, develop and commercialize Methylphenidate Derivatives [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission];

WHEREAS, IMM is willing to grant DMI such an exclusive license; and

WHEREAS, IMM and DMI signed a Term Sheet on April 12, 2005, setting forth certain agreed terms to be included in this Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants, terms and agreements set forth below, the parties agree as follows.

ARTICLE 1: DEFINITIONS

- 1 -

- 2 -

- 3 -

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

- 4 -

- 5 -

ARTICLE 2: GRANT OF RIGHTS

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

- 6 -

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

ARTICLE 4: PAYMENTS, REPORTS, RECORDS AND AUDITS

- 7 -

- 8 -

ARTICLE 5: DMI’S RESPONSIBILITIES

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

- 9 -

ARTICLE 6: INTELLECTUAL PROPERTY

- 10 -

- 11 -

ARTICLE 7: CONFIDENTIALITY

- 12 -

ARTICLE 8: PUBLICITY, PUBLICATIONS AND PRESENTATIONS

- 13 -

- 14 -

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

- 15 -

ARTICLE 10: DEFENSE OF THIRD PARTY CLAIMS

- 16 -

ARTICLE 11: INFRINGEMENT OR MISAPPROPRIATION BY THIRD PARTIES

- 17 -

ARTICLE 12: INDEMNIFICATION

- 18 -

ARTICLE 13: INSURANCE

- 19 -

ARTICLE 14: TERM AND TERMINATION

- 20 -

- 21 -

ARTICLE 15: MISCELLANEOUS

- 22 -

- 23 -

- 24 -

IN WITNESS HEREOF, each party hereto acknowledges that the representative named below has authority to execute this Agreement on behalf of the respective party to form a legally binding contract and has caused this Agreement to be duly executed on its behalf.

- 25 -

APPENDIX A

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

- 26 -

APPENDIX B

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

- 27 -

Exhibit 10.6.2

EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (“Agreement”) effective as of February 17, 2009 (the “Effective Date”) is by and between DMI BioSciences, Inc., a Colorado corporation having its principal place of business at 8400 East Crescent Parkway, Suite 600, Greenwood Village, Colorado 80111 (“DMI”), and Institute For Molecular Medicine, Inc., a non-profit corporation organized and existing under the laws of Colorado, having a place of business at 3531 South Logan Street, Suite D318, Englewood, Colorado 80110 (“IMM”).

WHEREAS, IMM owns Intellectual Property relating to the measurement of the oxidation-reduction potential (“ORP”) and [Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission] of a body fluid or tissue of an animal (including a human) for the diagnosis, evaluation and/or monitoring of the body fluid, tissue and/or animal (collectively the “ORP Diagnostic”);

WHEREAS, DMI wants to obtain a worldwide exclusive license of IMM’s Intellectual Property to research, develop and commercialize the ORP Diagnostic; and

WHEREAS, IMM is willing to grant DMI such an exclusive license.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants, terms and agreements set forth below, the parties agree as follows.

ARTICLE 1: DEFINITIONS

- 1 -

- 2 -

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

- 3 -

ARTICLE 2: GRANT OF RIGHTS

- 4 -

ARTICLE 3: FINANCIAL TERMS

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

- 5 -

[Information redacted pursuant to confidential treatment request filed with the Securities and Exchange Commission]

ARTICLE 4: PAYMENTS, REPORTS, RECORDS AND AUDITS

- 6 -

- 7 -

ARTICLE 5: DMI’S RESPONSIBILITIES

- 8 -

ARTICLE 6: INTELLECTUAL PROPERTY

- 9 -