Exhibit
10.9


 


[CERTAIN
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT
CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.]


 


MATERIAL
TRANSFER AND COLLABORATION AGREEMENT


 


THIS
AGREEMENT is entered into and made effective as of the date of last signature (the “Effective Date”),


 


	BETWEEN:	the
    ontario institute for cancer research,
    an institution having a principal place of business at MaRS Centre, 661 University Avenue, Suite 510, Toronto, ON, Canada, M5G 0A3
    (hereinafter “OICR”)
	 	 
	AND:

     

     

    

    AND:

     

     
	Intensity
    Therapeutics, Inc. (“INT”), with offices located at 61 Wilton Road, 3rd Floor, Westport, Connecticut,
    06880, USA (hereinafter “Company”);

     

    Ottawa
    Hospital Research Institute, having a (principal) place of business at 501 Smyth Rd, Ottawa, Ontario, Canada K1H 8L6,
    CANADA (hereinafter “Institution”);

     

	AND:	Dr.
    Angel Arnaout, having a (principal) place of business at 501 Smyth Rd, Room C2321, Ottawa, Ontario, Canada K1H 8L6, CANADA
    (hereinafter “OHRI Investigator”); 

     

    (Institution,
    Company and OHRI Investigator, each a “Collaborator” and collectively the “Collaborators”)

     

	Collectively	The
    Parties to this Agreement (hereinafter “Parties”, or if referred to individually, “Party”).


 


WHEREAS
OICR possesses intellectual property in the field of multi-omic biomarker analysis and diagnostic assay development that enables
identification of pathways and genes implicated in drug sensitivity or resistance and development of new biomarker assays; and


 


WHEREAS,
Institution possesses intellectual property in the field of world-leading cancer research including experimental therapeutic clinical
trials; and


 


WHEREAS,
Institution is sponsoring a clinical trial titled “A Phase II Randomized Window of Opportunity Trial Evaluating Clinical and
Biological effects of Intratumoral INT230-6 in Early Stage Breast Cancer” (hereinafter the “INT230-6 Study”);
and


 


WHEREAS,
The Company is the owner of the investigative product (IP), INT230-6, owns intellectual property related to INT230-6, is funding
the Study; and has biomarker expertise; and


 






    Page 1 of 17


    


    

 


WHEREAS,
Institution and Company have a separate agreement for the conduct of INT230-6 Study (the “Study Agreement”); and


 


WHEREAS
the Parties wish to collaborate to support a provincial pre-surgical Window-of-Opportunity clinical trial program;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual obligations and undertakings set forth below, the Parties hereto agree
as follows:


 


1. Definitions




 


		1.1	“Agreement”
                                            means this Material Transfer and Collaboration Agreement.



 


		1.2	“Arising
                                            Intellectual Property” means any or all of Institution Arising Intellectual Property,
                                            Company Arising Intellectual Property, Joint Arising Intellectual Property and/or OICR Arising
                                            Intellectual Property.



 


		1.3	“[***]”
                                            means inventions or discoveries that relate to biomarkers that may be useful in selecting
                                            patients for treatment with the Study Drug that is OICR Arising IP (as defined below in section
                                            7.6).



 


		1.4	“Commercial
                                            Purposes” means the sale, lease, licence or other exploitation by Recipient of Provider’s
                                            Material or Confidential Information to third parties for remuneration, including, but not
                                            limited to, use of Provider’s Material or Confidential Information by Recipient to
                                            perform contract research, to screen compound libraries, to produce or manufacture products
                                            for general sale.



 


		1.5	“Company
                                            Arising Intellectual Property” means any and all Intellectual Property patentable or
                                            otherwise protectable by statute, conceived, developed, reduced to practice or otherwise
                                            made solely by the Company, its/his/her respective employees or agents as a result of their
                                            duties under this Agreement, included in the Reports described at Section 5 of this Agreement.



 


		1.6	“Company
                                            Background Intellectual Property” means any and all Intellectual Property conceived,
                                            developed, reduced to practice or otherwise made or owned by the Company, its/his/her respective
                                            employees or agents, prior to the coming into force of this Agreement.



 


		1.7	“Confidential
                                            Information” shall mean, for each Party, proprietary information of the Provider relating
                                            to the Material and provided by Provider to the Recipient, and clearly marked “CONFIDENTIAL”,
                                            or if related orally or visually, identified as Confidential at the time of disclosure and
                                            reduced to written form within a reasonable period following disclosure. Confidential Information
                                            includes but is not limited to, formulations, know-how, manufacturing processes, inventions,
                                            products, processes, techniques, compositions, compounds, plans, practices, drawings, prototypes,
                                            recordings, instructions, manuals, papers or other materials in whatever form or nature.



 


		1.8	[***].



 


		1.9	“Disclosure”
                                            means the publication of the Results in theses, articles, scholarly writings or oral or written
                                            presentations at lectures or seminars.



 


		1.10	“Effective
                                            Date” means the date this Agreement is fully executed by the Parties hereto.



 


		1.11	“Institution
                                            Arising Intellectual Property” means any and all Intellectual Property patentable or
                                            otherwise protectable by statute, conceived, developed, reduced to practice or otherwise
                                            made solely by Institution, its/his/her respective employees or agents as a result of their
                                            duties under this Agreement, included in the Reports described at Section 5 of this Agreement.



 






    Page 2 of 17


    


    

 


		1.12	“Institution
                                            Background Intellectual Property” means any and all Intellectual Property conceived,
                                            developed, reduced to practice or otherwise made or owned by one or more Institution, its/his/her
                                            respective employees or agents, prior to the coming into force of this Agreement.



 


		1.13	“Intellectual
                                            Property” means constitutional, statutory and other proprietary rights in respect of
                                            patents, patent applications, statutory invention registrations, trademarks, trade secrets,
                                            copyrights, design rights, database rights, confidential information, and all other Intellectual
                                            Property rights as defined in Article 2 of the Convention Establishing the World Intellectual
                                            Property Organisation of July 1967.



 


		1.14	“Joint
                                            Arising Intellectual Property” means any and all Intellectual Property patentable or
                                            otherwise protectable by statute, conceived, developed, reduced practice or otherwise made
                                            jointly by at least two of Institution, its employees or agents, Company, its employees or
                                            agents and/or OICR, its employees or agents, as a result of their duties under this Agreement
                                            and included in the Reports described at Section 5 of this Agreement and includes all Modifications.



 


		1.15	“OICR
                                            Arising Intellectual Property” means any and all Intellectual Property patentable or
                                            otherwise protectable by statute, conceived, developed, reduced practice or otherwise made
                                            solely by OICR, its employees or agents as a result of their duties under this Agreement
                                            and included in the Reports described at Section 5 of this Agreement.



 


		1.16	“OICR
                                            Background Intellectual Property” means any and all Intellectual Property conceived,
                                            developed, reduced to practice or otherwise made or owned by OICR, its employees or agents,
                                            prior to the coming into force of this Agreement.



 


		1.17	“Materials”
                                            means the Original Materials and all Progeny and Unmodified Derivatives;



 


		1.18	“Modifications”
                                            means substances created by Recipient, which contain or incorporate any form of Provider’s
                                            Material (including Original Material, Progeny or Unmodified Derivatives);



 


		1.19	“Original
                                            Material” means the original material including tissue and blood samples being transferred
                                            from Provider to Recipient as described in Schedule “A” of this Agreement;



 


		1.20	“Progeny”
                                            means unmodified descendant from the Material (for example, virus from virus, cell from cell,
                                            or mouse from mouse, or mouse from stem cell);



 


		1.21	“Provider”
                                            means, as appropriate, the Party providing Confidential Information or Original Material
                                            or a proposed Disclosure or a notice or a Report to the other Party;



 


		1.22	“Recipient”
                                            means as appropriate the Party receiving Confidential Information or Original Material or
                                            a proposed Disclosure or a Report from the other Party;



 


		1.23	“Reports”
                                            means the written reports described in Section 5;



 


		1.24	“Research
                                            Project” means the research described in Schedule “B” of this Agreement;



 


		1.25	“Results”
                                            means the results of the Research Project arising pursuant to the Work and contained in the
                                            Reports;



 


		1.26	“Study
                                            Drug” means the medicinal product (INT230-6) including its ingredients, manuals, dosing
                                            methods, prior data, containers, and packaging that is owned, commercialised, controlled
                                            or licensed by Intensity or its affiliates;



 


		1.27	“Subsites”
                                            mean any institution not party to this Agreement with whom Institution has entered into a
                                            clinical research agreement to conduct the INT230-6 Study;



 


		1.28	“Unmodified
                                            Derivatives” means substances created by Recipient, which constitute an unmodified
                                            functional subunit or product expressed by the Original Material (for example, subclones
                                            of unmodified cell lines, purified or fractionated subsets of the original material, proteins
                                            expressed by DNA/RNA supplied by Provider, or monoclonal antibodies secreted by a hybridoma
                                            cell line);



 


		1.29	The
                                            “Work” means the activities attributable to a party as further described in Schedule
                                            “B”.



 






    Page 3 of 17


    


    

 


2. ATTACHMENTS




 


		2.1	Schedule
                                            “A” Definition of Original Material



 


		2.2	Schedule
                                            “B” Activities of Each Party and its Subcontractors



 


		2.3	Schedule
                                            “C” Study Protocol



 


		2.4	Schedule
                                            “D” Budget and Payment Processes



 


		2.5	Exhibit
A : Joint Press Release



 


3. Limited
Licence




 


		3.1	Subject
                                            to the terms and conditions of this Agreement, Provider hereby grants to Recipient a non-transferable
                                            non-exclusive licence to use Provider’s Material and Confidential Information for internal
                                            research purposes only as described in Schedule “B” and for the performance of
                                            the Work, and only for the period commencing on the Effective date and ending after completion
                                            of the Work unless terminated earlier in accordance with this Agreement.



 


		3.2	Other
                                            than the limited license granted in Section 3.1, no other right or license is granted under
                                            this Agreement to either Party, either expressly or by implication.



 


		3.3	This
                                            Agreement, and any rights or obligations hereunder, will not be assigned by any Party without
                                            the written consent of the other Party, except that either Party may assign its respective
                                            rights and transfer its respective duties to any assignee of all or substantially all of
                                            its business (or that portion thereof to which this Agreement relates) or in the event of
                                            its merger or consolidation or similar transaction.



 


		3.4	Each
                                            Party reserves the rights to use its own Background Intellectual Property, Material or Confidential
                                            Information for any purpose whatsoever, including Commercial Purposes, and nothing in this
                                            Agreement shall be interpreted as otherwise restricting those rights.



 


4. Restrictions
on Use




 


		4.1	Recipient
                                            agrees that Provider’s Material and Confidential Information:



 


		4.1.1	Shall
                                            be used only on Recipient’s premises (or those of its subcontractors who are bound
                                            by way of contract to treat the Material in accordance with this Agreement) under the Recipient’s
                                            direct supervision and only for the purpose of performing internally the Research Project
                                            described in Schedule “B” and in accordance with Schedule “C” and
                                            for no other purpose;



 


		4.1.2	Shall
                                            not be used directly or indirectly for Commercial Purposes;



 






    Page 4 of 17


    


    

 


		4.1.3	May
                                            be used for investigational use in laboratory animals and/or in vitro studies but
                                            shall not be used in human subjects or for diagnostic or prognostic purposes;



 


		4.1.4	Will
                                            not be used or attempt to be used to re-identify any individuals;



 


		4.1.5	Will
                                            not be used in research that grants proprietary rights in the Provider’s Material or
                                            Confidential Information to a third party;



 


		4.1.6	Will
                                            not be transferred or disclosed to any third party, unless otherwise stated in Schedule “B”,
                                            for any purpose whatsoever without the prior written consent of Provider; and



 


		4.1.7	On
                                            the expiration or earlier termination of this Agreement, Recipient will, on the direction
                                            of Provider, promptly return or destroy the Material and Confidential Information (except
                                            as otherwise permitted pursuant to Section 8 below).



 


5. CONDUCT
OF Work




 


		5.1	Subject
                                            to available funding, the Parties will use reasonable efforts to perform the Work according
                                            the Schedule “B” and Schedule “C”. The Parties agree that OICR shall
                                            receive Original Materials from the Institution directly.



 


		5.2	Reports.
                                            The Parties will provide the other with written reports, on a timely fashion as each phase
                                            of the Work in relation to Schedule “B” is completed, or as reasonably requested
                                            by the Parties, detailing progress of the Research Project, results obtained, any Arising
                                            Intellectual Property available budget, and information relevant to an assessment of progress
                                            achieved or the prospects of realizing the Research Project or completing the Work in accordance
                                            with Schedule “B”. Both an annual report and a final report with the totality
                                            of the information shall be submitted.



 


		5.3	Arising
                                            Intellectual Property. Each Party will promptly and no later than in the subsequent annual
                                            Report, report and fully disclose to the other Parties the existence of Arising Intellectual
                                            Property.



 


		5.4	Cooperation.
                                            The scientific representatives of each Party agree to communicate with each other no less
                                            than once each month during the recruitment period of the Work and no less than once
                                            every [***]. months thereafter to jointly review progress of the Work and assess the
                                            prospects of realizing the Research Project or completing the Work in accordance with Schedule
                                            “B”.



 


		5.5	No
                                            Joint Venture. The Parties will perform their obligations under this Agreement as independent
                                            contractors and nothing contained in this Agreement will be construed to be inconsistent
                                            with such relationship or status. This Agreement will not constitute, create or in any way
                                            be interpreted as a joint venture of any kind.



 


6. funding




 


[***].


 


7. INTELLECTUAL
PROPERTY RIGHTS




 


		7.1	Each
                                            Party retains all rights, title and interest in its Confidential Information, Background
                                            Intellectual Property and Material, including Material in whole or in-part(s) contained within
                                            Modifications.



 






    Page 5 of 17


    


    

 


		7.2	Ownership
                                            of Arising Intellectual Property will be determined by inventorship, and inventorship will
                                            be determined according to applicable law. Institution Arising Intellectual Property will
                                            be the sole property of Institution. OICR Arising Intellectual Property will be the sole
                                            property of OICR. Company Arising Intellectual Property, will be the sole property of Company.
                                            Joint Arising Intellectual Property will be owned jointly by the Parties that created it.
                                            Each Party’s inventors will assign to their institution their rights in Arising Intellectual
                                            Property in accordance with the applicable policies on Intellectual Property.



 


		7.3	[***].



 


		7.4	Recipient
                                            acknowledges Provider’s property rights in and to Provider Background Intellectual
                                            Property, Provider Confidential Information and Provider Material. Following termination
                                            of this agreement for any reason, and at the sole discretion of Provider, Recipient will
                                            promptly destroy or return Provider Background Intellectual Property, Provider Confidential
                                            Information and Provider Material in Recipient’s possession.



 


		7.5	The
                                            applicable Parties will jointly decide whether or not to seek, prosecute and/or maintain
                                            patent protection in any country on any Joint Arising Intellectual Property. Patent applications
                                            will be filed and prosecuted in the names of both Parties, using procedures and allocating
                                            expenses in a manner to be agreed upon at the time. Commercialization of Joint Arising Intellectual
                                            Property shall be governed by an inter-institutional agreement, to be agreed upon at the
                                            time, which among other things shall define the Party responsible for leading the commercialization
                                            efforts.



 


		7.6	[***].



 


		7.7	The
                                            Parties acknowledge that OICR is committed to:



 


		7.7.1	Promote
                                            the utilization, commercialization and public availability of Arising IP;



 


		7.7.2	Undertake
                                            said activities in a manner that promotes free competition and enterprise without unduly
                                            encumbering future research and discovery;



 


		7.7.3	Encourage
                                            participation of Ontario firms by making good faith efforts premised on appropriate commercial
                                            considerations to have products embodying Arising IP, or produced through the use of Arising
                                            IP, be manufactured (in whole or in part), as commercially appropriate and reasonable, in
                                            Ontario.



 


8. CONFIDENTIALITY




 


		8.1	Subject
                                            to Section 9 hereof, during the term of this Agreement and for five (5) years thereafter,
                                            Recipient will treat Provider’s Confidential Information with at least the same degree
                                            of care that Recipient uses for its own Confidential Information and will not reveal Provider’s
                                            Confidential Information to third parties without the written consent of the Provider and
                                            will not use such Confidential Information except for the purpose of this Agreement. These
                                            restrictions will not apply to Confidential Information which:



 


		8.1.1	Is
                                            in the public domain at the time of disclosure; or



 






    Page 6 of 17


    


    

 


		8.1.2	After
                                            disclosure, becomes part of the public domain by publication or otherwise except by breach
                                            of this Agreement; or



 


		8.1.3	The
                                            Recipient can demonstrate was in its possession at the time of disclosure by Provider; or



 


		8.1.4	Is
                                            lawfully obtained by Recipient from a third party; or



 


		8.1.5	Is
                                            demonstrably developed independently by Recipient without reference to Provider’s Confidential
                                            Information; or



 


		8.1.6	Is
                                            required to be disclosed in response to a valid order from a judicial or administrative authority.



 


		8.2	If,
                                            pursuant to Subsection 8.1.6 above, a party is compelled by a court or government regulatory
                                            agency to disclose any Confidential Information, such party will provide the other party
                                            with prompt written notice in order to permit the other party or parties to seek a protective
                                            order, or other appropriate remedy, or to waive compliance with the provisions of this agreement.
                                            The party will furnish only that portion of the Confidential Information required by the
                                            court or government regulatory agency.



 


		8.3	Press
                                            Releases: [***]. No Party will issue any further press release or other public announcement
                                            relating to this Agreement nor any activities related hereto without the prior written consent
                                            of the other Parties, except where such announcements are required by law or regulation,
                                            in which event the Parties will use reasonable efforts to consult with each other and cooperate
                                            with respect to the wording of any such announcement.



 


		8.4	[***].



 


9. DISCLOSURE,
PUBLICATION AND PUBLICITY




 


		9.1	Acknowledgement.
                                            The Parties agree that the contribution of OICR to the Work will be acknowledged in any promotional
                                            material, including, without limitation, Disclosures by setting out the following statement:
                                            “This study was conducted with the support of the Ontario Institute for Cancer Research
                                            through funding provided by the Government of Ontario”.



 


		9.2	Recognition.
                                            The Parties agree that any publication made pursuant to this Agreement shall be made
                                            in accordance with the custom of scientific research and shall acknowledge the contribution
                                            of the Parties and the Parties’ scientists as appropriate. In no event will any publications
                                            imply endorsement of any product or process by either Party.



 


		9.3	Publication.
                                            [***], the Parties shall work together to determine who shall be included as an author using
                                            the criteria for authorship as formulated by the International Committee of Medical Journal
                                            Editors (“ICMJE”) and published in its Uniform Requirements for Manuscripts submitted
                                            to Biomedical Journals.



 


		9.4	Presentation:
                                            The Parties agree to submit abstracts with the objective of presenting interim data at medical
                                            conferences from time to time.



 


		9.5	[***].



 


		9.6	[***].



 






    Page 7 of 17


    


    

 


		9.7	[***].



 


		9.8	[***].



 


		9.9	[***].



 


		9.10	[***].



 


10. Representations
and warranty




 


		10.1	Recipient
                                            acknowledges that Provider Background Intellectual Property and Provider Materials and Information
                                            are provided “as is”, without warranty of merchantability or fitness for a particular
                                            purpose or any other warranty, express or implied. Any use of the Materials and Information
                                            by Recipient will be at the sole risk and liability of Recipient, whether or not Provider
                                            has consented or acquiesced to such use. PROVIDER MAKES NO REPRESENTATION OR WARRANTY, WHETHER
                                            EXPRESSED OR IMPLIED, WITH RESPECT TO THE MATERIAL AND INFORMATION, INCLUDING ANY REPRESENTATION
                                            OR WARRANTY AS TO THE DURABILITY, STORAGE, DISPOSAL, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                                            PURPOSE OR TO THE NON-INFRINGEMENT OF THE MATERIAL AND INFORMATION ON THE PROPRIETARY RIGHTS
                                            OF A THIRD PARTY. ALSO, PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL
                                            DAMAGE OR LOSS ARISING OUT OF OR RELATED TO THE FOREGOING EVEN IF PROVIDER HAS BEEN ADVISED
                                            OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.



 


11. Liability
and indemnification




 


		11.1	The
                                            Recipient assumes all liability for damages, which may arise from its use, storage or disposition
                                            of the Material or Information. Provider will not be liable to the Recipient for any loss,
                                            claim or demand made by the Recipient, or made against the Recipient by any other party,
                                            arising from the use of the Material or Information by the Recipient, except to the extent
                                            permitted by law when caused by the gross negligence or wilful misconduct of the Provider.
                                            Recipient shall indemnify and save harmless each Provider, its/his/her respective employees
                                            and agents, from and against any third party claims or liabilities which might arise from
                                            or in connection with the Material Transfer Agreement or as a result of the use, misuse,
                                            dissemination or storage of the Material or Information by Recipient.



 


12. TERM
and termination




 


		12.1	Term.
                                            This Agreement comes into force on the Effective Date and will remain in effect until
                                            the Work is completed or terminated earlier under Section 12.2.



 


		12.2	Termination.
                                            Subject to Sections 4, 7, 8, 9, 10, 11, 12 and 13, which shall survive termination of this
                                            Agreement, any Party will have the right to terminate this Agreement, for any reason, upon
                                            providing [***] days written notice to the other Parties. This Agreement terminates immediately
                                            upon the occurrence of any one of the following events:



 


		12.2.1	One
                                            Party notifies the others in writing that the Research Project has been completed or terminated;
                                            or



 






    Page 8 of 17


    


    

 


		12.2.2	Any
                                            Party becomes bankrupt or insolvent or a receiver is appointed to take possession of a Party’s
                                            business or property or a Party has assigned its interest to creditors; or



 


		12.2.3	A
                                            Party commits a material breach of any section of this agreement; or



 


		12.2.4	[***]
                                            days have elapsed following written notice by one Party to the other Parties of its intention
                                            to terminate this Agreement in the absence of any breach of this Agreement.



 


		12.3	Effect
                                            of Termination. Termination of this Agreement shall not relieve any Party of rights or
                                            obligations accrued prior to its termination and that by their nature extend beyond termination
                                            of this agreement.



 


13. MISCELLANEOUS




 


		13.1	Notices.
                                            All notices, reports, requests, consents and other communications between the parties
                                            pertaining to matters related to this Agreement (with the exception of payments as per Section
                                            6) shall be in writing and deemed duly received when actually received by, email, mail or
                                            personal delivery, mailed by registered or certified mail to the receiving Party or when
                                            transmitted by facsimile, at the address and facsimile number from either
                                            Party.



 


	 	OICR:	INSTITUTION
	 	MaRS
    Centre, South Tower	501
    Smyth Rd

    

	 	661
    University Ave, Suite 510	Ottawa,
    Ontario

    

	 	Toronto,
    ON, M5G 0A3, Canada	Canada
    K1H 8L6
	 	Attention:	Attention:
	 	[***]	[***]
	 	[***]	[***]
	 	 	[***]
	 	 	[***]


 


	 	COMPANY
	 	61
    Wilton Road, 3rd Floor
	 	Westport,
    Connecticut, 06880, USA
	 	Attention:
	 	Lewis
    H. Bender
	 	[***]
	 	[***]
	 	[***]


 


OHRI
Investigator


[***]


The
Ottawa Hospital – General Campus 501 Smyth Rd


Ottawa,
Ontario


Canada
K1H 8L6


[***]


 






    Page 9 of 17


    


    

 


		13.2	No
                                            Waiver. No waiver or failure to enforce the strict performance of this Agreement shall
                                            be deemed to prevent the parties from subsequently enforcing their rights. No waiver of a
                                            provision of this Agreement will be construed effective unless presented in writing and signed
                                            by an authorized representative of the Party granting the waiver or consent. No waiver of
                                            a provision of this Agreement will be construed to be a waiver of any subsequent breach of
                                            this Agreement.



 


		13.3	Conflict
                                            Clause. [***]



 


		13.4	Force
                                            Majeure Clause. [***].



 


		13.5	Entire
                                            Agreement. This Agreement contains the entire agreement and understanding of the Parties
                                            with respect to the subject matter of this Agreement and supersedes all prior proposals,
                                            negotiations, agreements, understandings, representations and warranties of any form or nature,
                                            whether oral or written, and whether express or implied, which may have been entered into
                                            between the parties relating to its subject matter.



 


		13.6	Modification.
                                            This Agreement sets forth all the covenants, promises, agreements, warranties, representations,
                                            conditions and understandings between the Parties hereto. Any modification to this Agreement
                                            shall be agreed to in writing and approved by an authorized representative of Company, Institution
                                            and by OICR.



 


		13.7	Severability.
                                            If any provision of this Agreement is deemed to be invalid or unenforceable, such provision
                                            or provisions will be deemed modified to the extent necessary to render the same valid or
                                            enforceable, or if such modification is not possible, the remaining terms and provisions
                                            of this Agreement will be construed and enforced as if the invalid or unenforceable provision
                                            or provisions did not exist.



 


		13.8	Governing
                                            Law. This Agreement shall be governed by the laws in force in the Province of Ontario
                                            and the laws of Canada applicable therein. The provincial or federal courts having jurisdiction
                                            in Canada shall have exclusive jurisdiction over all matters pertaining to this Agreement.



 


		13.9	Counterparts.
                                            This Agreement may be executed electronically or by facsimile in any number of counterparts,
                                            each of which will be deemed an original and all of which together will constitute one and
                                            the same instrument.



 




    Page 10 of 17


    


    

 


IN
WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Agreement to be executed by their respective duly authorized
representative.


 


	Institution	 	OICR
	 	 	 
	

    By:
	

    

    
	 	By:
	 

    

	 	[***]	 	 	[***]
	 	 	 	 	 
	Date:
	 
	 	Date:
	 

	 	 	 
	OHRI Investigators
	 	Company
	 	 	 
	By:
	 

    

    
	 	By:
	/s/ Lewis H. Bender 

    

    

	 	Name: [***]	 		Name: Lewis H. Bender
	 	Title: [***]	 		Title: President & CEO
	 	 	 	 	 
	Date:
	

     

    
	 	Date:
	March 18, 2021 

    




 






    Page 11 of 17


    


    

 





Acknowledgement


 


I,
the Principal Investigator, having read this Agreement, hereby agree to act in accordance with all the terms and conditions herein and
further agree to ensure that all institute participants are informed of their obligations under such terms and conditions.





 


	OICR Scientist	 	OICR Scientist
	 	 	 
	
    Signature:
	 
	 	
    Signature:
	 

	
    Name:
	 [***]

    
	 	
    Name:
	[***]

    

	Title:	 [***]	 	Title:	 [***]



 




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SCHEDULE
“A”


 


 


 


 


 




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SCHEDULE
“B”


 


Activities
of Each Party and its Subcontractors


 


 




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SCHEDULE
“C”


 


Study
Protocol [***]


 


 


 


 


 




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SCHEDULE
“D”


 


INT
230-6 Study Budget and Payment Process


 


 


 


 




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EXHIBIT
A


 


Joint
Press Release


 


 






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