Exhibit 10.7 VISTA BIOLOGICALS STATEMENT OF WORK The following information, production outline and specifications will be used in completing the contractual obligations between Vista Biologicals Corporation (VISTA) and CytoDyn, Inc. (CytoDyn). VISTA Information Company: Vista Biologicals Corporation 2120-C Las Palmas Drive Carlsbad, CA 92009-1523 (760) 438-5058 (760) 438-0229 FAX Contacts (s): Robert Fleischaker, PhD, President CUSTOMER Information Company: CytoDyn, Inc. P.O. Box 66 Glorieta, NM 87535 (505) 577-1636 (800) 417-7252 FAX Contact (s): Mr. Allen D Allen Shipping Source: Federal Express ________________________________________________________________________________ Vista Biologicals Corporation proprietary rights are included in the information disclosed herein. Recipient by accepting this document agrees that neither this document nor the information herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or for any other purpose except as specifically authorized in writing by Vista Biologicals Corporation. Unpublished - created on preparation of this document. All rights reserved under copyright laws. VISTA BIOLOGICALS CORPORATION Page 1 SOW for CytoOyn June 2008 ____________________ Contract Objectives Phase I: Review current manufacturing directions and SOP's, prepare summary of production work to date and help in preparation of CMC section of new IND. Phase Ib: Clone and produce CDlla Phase II: Evaluate growth and productivity using several different commercial media. Purify material using the three previous purification methods. Show equivalency of material produced by three methods in terms of an activity assay. Phase III: Bring in Materials. Phase IV: Prepare S6FIAntibody. Review of Manufacturing Directions and SOP's, and support of preparation of new IND (CMC section) The original DMF for the production of S6Fl will be reviewed. In addition the CMC section of the material produced by Amerimmune will also be reviewed. The proposed production and purification protocol will be compared and contrasted to the two previous methods. Additionally the response to questions previously asked by the FDA for a phase II trial will be addressed. ________________________________________________________________________________ Vista Biologicals Corporation proprietary rights are included in the information disclosed herein. Recipient by accepting this document agrees that neither this document nor the information herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or for any other purpose except as specifically authorized in writing by Vista Biologicals Corporation. Unpublished - created on preparation of this document. All rights reserved under copyright laws. VISTA BIOLOGICALS CORPORATION Page 2 SOW for CytoOyn June 2008 ____________________ Demonstration of Equivalency of Material Produced by the Different Methods. A small study will be initiated to compare growth and production by several of the now commercially available media. In addition material will be produced and purified by the two previous methods and the purity and activity will be compared. Production of S6Fl Ordering and Preparing Materials Materials, such as media, chromatography gels, UF filters, and chemicals for buffer preparation will be ordered, quarantined, and tested for identity. Cell Line Cell Description: Murine hybridoma Cell Designation: S6Fl Starting Seed Train Vessel(s): T-75cm2, T-150cm2, & T-225cm2 polystyrene flasks, spinner flasks, and 10L bioreactor. Cell resurrection: Rapidly thaw vial in warm water, dilute into 30ml growth medium, centrifuge and decant supernatant. Resuspend cell pellet in 30ml growth medium. Initiate culture in 75cm2 flask. ________________________________________________________________________________ Vista Biologicals Corporation proprietary rights are included in the information disclosed herein. Recipient by accepting this document agrees that neither this document nor the information herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or for any other purpose except as specifically authorized in writing by Vista Biologicals Corporation. Unpublished - created on preparation of this document. All rights reserved under copyright laws. VISTA BIOLOGICALS CORPORATION Page 3 SOW for CytoOyn June 2008 ____________________ Plant: Roughly 2 X 105 cells/mL. or roughly 1:5 split ratio from confluent cultures. Subculture: By dilution when cell density roughly 1 X 106 cells/mL every 2 days in order to expand culture to a final density of roughly 2-4 X 108 cells. Special Handling: Do not allow cell density to significantly exceed 1 X 106 cells/mL as this effects culture viability and/or productivity. Growth Medium: Gibco CHO-SFM Production in Bioreactor Culture System Required Runs: One (1) Configuration: 1001 working volume Bioreactor Planting Density: 2-3 X 105 cells/mL Agitation: 30-60 rpm Temperature: 37-38 C Sampling: Cell number and viability is determined 3 times per week. Perfusion System: Media is perfused through the system at a rate dependent upon the culture density. The conditioned media is collected into sterile bags ________________________________________________________________________________ Vista Biologicals Corporation proprietary rights are included in the information disclosed herein. Recipient by accepting this document agrees that neither this document nor the information herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or for any other purpose except as specifically authorized in writing by Vista Biologicals Corporation. Unpublished - created on preparation of this document. All rights reserved under copyright laws. VISTA BIOLOGICALS CORPORATION Page 4 SOW for CytoOyn June 2008 ____________________ and held at 2-8(degree)C until further processing is completed. Purification of Product The S6F1 antibody is purified from the conditioned media using a series of chromatographic and UF steps. Viral inactivation is provided for by a low pH hold and via UF filtration through a Milipore Virasolve membrane. Analysis of Product The S6F1 antibody is analyzed for purity using gel electrophoresis. Concentration is determined using OD28oo Activity is determined using an ELISA type assay. Endotoxin is determined by LAL. Additional Testing of Product Vista will arrange to have an outside lab provide the additional safety testing required for the release of the product for clinical trial use. Final Product Specifications Description Acceptance Criteria Bulk Product Not less than 10 grams of purified S6F1 antibody as determined via OD28o Final Product Volume Determined by weight (1.0 gram equals 1.0 mL.) ________________________________________________________________________________ Vista Biologicals Corporation proprietary rights are included in the information disclosed herein. Recipient by accepting this document agrees that neither this document nor the information herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or for any other purpose except as specifically authorized in writing by Vista Biologicals Corporation. Unpublished - created on preparation of this document. All rights reserved under copyright laws. VISTA BIOLOGICALS CORPORATION Page 5 SOW for CytoOyn June 2008 ____________________ Purity Greater than 95 % as determined via SDS-PAGE Endotoxin Less than lEU / mg as determined via LAL. Shipping Conditions Single shipment following harvest. Product sent via Federal Express. Batch Record Review Upon completion of the work Vista will provide CytoDyn with a report summarizing the trial run study and the assay results. In addition Vista will provide CytoDyn copies of all batch records and supporting documents. CytoDyn will review those batch records and make requests for any additional documents or clarification within 1 week of receiving those documents. Vista will provide additional documents and clarification within 1 week following CytoDyn's review. General Terms and Conditions Taxes: Services subject to taxes will be itemized on the invoice Costs: The fees are: Starting review of DMF, (SOP's and manufacturing directions) 40,000 Ordering and Preparing Materials, 80,000 Beginning Cloning effort 15,000 Continuing document review (2nd month) 40,000 Continuing cloning (2nd month) 15,000 Evaluation of media and comparison of purification methods 30,000 Starting Seed Train, 55,000 Production in Bioreactor, 50,000 Starting Purification of Product, 50,000 ________________________________________________________________________________ Vista Biologicals Corporation proprietary rights are included in the information disclosed herein. Recipient by accepting this document agrees that neither this document nor the information herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or for any other purpose except as specifically authorized in writing by Vista Biologicals Corporation. Unpublished - created on preparation of this document. All rights reserved under copyright laws. VISTA BIOLOGICALS CORPORATION Page 6 SOW for CytoOyn June 2008 ____________________ Continuing Production (2nd month) 50,000 Analysis of Product, 40,000 Batch Record Review and Analysis 40,000 Subtotal $505,000. Payment: In addition, the cost of outside tests, such as the end of production viral testing, LAL, etc ... will be paid by CytoDyn directly. Also, as in previous agreements CytoDyn will indemnify Vista against liabilities arising from the use or production of the S6Fl antibody, Vista will provide CytoDyn with S6Fl for research use only. Confidential Information The Parties recognize and acknowledge that in the course of providing the Services under this Agreement, each Party may acquire from the other information that is confidential or proprietary and the disclosure of which may cause irreparable injury to the disclosing Party. All such confidential or proprietary information disclosed hereunder shall be treated and protected as Confidential Information. Intellectual Property Ownership Vista Biological Corporation understands and agrees that the underlying rights to the intellectual property and materials that are the subject of each Price Contract (including, without limitation, all intellectual property rights in Company Confidential Information, Materials and/ or any proteins or protein products under development by CytoDyn), are owned solely by CytoDyn. Neither Vista Biological Corporation nor any Company-approved subcontractor shall acquire any rights of any kind whatsoever with respect to any of the foregoing as a result of conducting the Services. ________________________________________________________________________________ Vista Biologicals Corporation proprietary rights are included in the information disclosed herein. Recipient by accepting this document agrees that neither this document nor the information herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or for any other purpose except as specifically authorized in writing by Vista Biologicals Corporation. Unpublished - created on preparation of this document. All rights reserved under copyright laws. VISTA BIOLOGICALS CORPORATION Page 7 SOW for CytoOyn June 2008 ____________________ Physical property created under this Statement of Work, including but without limitation, batch records, communications with the FDA, cell banks and bulk product will become the property of CytoDyn, Inc. It is anticipated that new intellectual property will be created during the work to be done under this Statement of Work. CytoDyn, Inc. will pay for the prosecution of one or more patents protecting such intellectual property, listing Robert Fleischaker as the inventor. In consideration of a reasonable royalty, Dr. Fleischaker will assign all such patent applications and patents to CytoDyn, Inc. Dr. Fleischaker will cooperate with the prosecution and assignment of patents, promptly providing all necessary information to CytoDyn, Inc. and promptly executing all necessary documents. _____________________________________ President, Vista Biologicals Corp. Robert Fleischaker, PhD _____________________________________ CytoDyn, Inc. Allen D Allen ________________________________________________________________________________ Vista Biologicals Corporation proprietary rights are included in the information disclosed herein. Recipient by accepting this document agrees that neither this document nor the information herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for manufacturing or for any other purpose except as specifically authorized in writing by Vista Biologicals Corporation. Unpublished - created on preparation of this document. All rights reserved under copyright laws. VISTA BIOLOGICALS CORPORATION Page 8