Item 1.01 Entry into a Material Definitive Agreement.
Reference is made to that certain exclusive license agreement, entered into on
November 30, 2020 (the "License Agreement"), between Anixa Biosciences, Inc.
(the "Company") and The Cleveland Clinic Foundation, a nonprofit Ohio
corporation ("CCF"), pursuant to which the Company was granted (i) an exclusive
worldwide license to certain patents and patent applications (the "Licensed
Patents") pertaining to the use of vaccines for the therapeutic treatment or
prevention of ovarian cancer and other types of cancers which express the
anti-mullerian hormone receptor 2 protein, including an anti-mullerian hormone
receptor 2 protein containing an extracellular domain (the "Fields") and (ii) a
non-exclusive worldwide license to use certain know-how related to the Licensed
Patents that was not previously known by the Company to make, have made, use,
offer to sell, sell and import Licensed Products (as defined in the License
Agreement) in the Fields.
On January 26, 2021, the Company entered into a joint development and option
agreement (the "Agreement") with CCF pursuant to which the parties agreed on the
terms and conditions under which the parties will collaborate in efforts to
develop vaccines for the prevention or treatment of ovarian cancer and other
cancers in the Fields. In consideration of its Agreement, the Company will pay
CCF a non-refundable, option fee. The Company will also provide development
funding in two tranches, the first payment will be paid within fifteen calendar
days of the effective date of the Agreement and the second payment will be paid
on January 31, 2022. All costs, fees and/or expenses incurred in connection with
the Agreement will be paid by the party incurring such costs, fees and/or
expenses.
The Agreement is effective as of January 26, 2021 and will remain in effect,
unless earlier terminated, upon the later of (i) twenty four months after the
effective date and (ii) completion by CCF of its activities under the Work Plan
(as defined in the Agreement). The Company may terminate the Agreement at any
time for any reason by giving written notice to CCF at least sixty (60) days
before such termination becomes effective. CCF may terminate the Agreement if
circumstances beyond its control preclude continuation of the Project (as
defined in the Agreement) by giving written notice to Company at least thirty
(30) days before such termination becomes effective. Under certain
circumstances, upon termination of the Agreement by the Company, CCF will be
reimbursed by the Company for all costs and non-cancelable commitments incurred
by CCF in the performance of the Project for which Company has committed to
fund.
Inventions made using the Licensed Patents will be owned exclusively by the
party that made the invention, provided that Joint Inventions (as defined in the
Agreement) will be owned jointly. Pursuant to the Agreement, CCF has also agreed
to grant the Company an exclusive option to obtain an exclusive,
royalty-bearing, worldwide license, with the right to sublicense, subject to the
terms and conditions of the License Agreement, any Patent Rights (as defined in
the Agreement) relating to a CCF Invention (as defined in the Agreement) or
Joint Invention. The Agreement provides for the procedure and terms of the
exercise of the option.
The Company has agreed to indemnify CCF in connection with the Agreement and has
also agreed to maintain certain insurance.
The Agreement contains typical representations, warranties and covenants.
Pursuant to the Agreement, CCF retains the right to practice and use such
Licensed Patents and the subject matter described and/or claimed therein, and to
permit others at academic, government, and not-for-profit institutions to
practice and use such Licensed Patents and the subject matter described and/or
claimed therein, for its and their own research (including without limitation,
pre-clinical, non-clinical and clinical research), testing, educational,
internal or patient-care purposes.
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