Exhibit
10.2


 


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Joint
Development and Option Agreement 


 


Preamble


 


This
Joint Development and Option Agreement (“JDA”), effective and binding as of the last date of execution herein
(“EFFECTIVE DATE”), is by and between The Cleveland Clinic Foundation (hereinafter referred to along with its
AFFILIATEs as “CCF”), an Ohio non-profit corporation with offices located at 9500 Euclid Avenue, Cleveland,
Ohio 44195; and Anixa Biosciences, Inc. (hereinafter referred to as “COMPANY”), a Delaware corporation having
its principal office at 3150 Almaden Exp., Suite 250, San Jose, CA 95118.


 


Background


 


WHEREAS,
the PARTIES have an interest in working together to develop vaccines for the prevention and treatment of ovarian cancer.


 


WHEREAS,
the project contemplated hereby is of mutual interest and benefit to CCF and COMPANY and will be consistent with the objectives
of both PARTIES in a manner consistent with the status of CCF as a nonprofit institution.


 


NOW
THEREFORE, in consideration of the mutual covenants and promises herein made, CCF and COMPANY agree as follows:


 


Agreement


 


	1.	Definitions


 


	 	1.1.	“AFFILIATE”
    means any corporation, association or other entity that directly or indirectly controls, is controlled by, or is under
    common control with the PARTY in question. As used in this definition, the term “control” means direct or indirect
    beneficial ownership of more than 50% of the voting or equity interest in such corporation or other business entity.
	 	 	 
	 	1.2.	“BACKGROUND
    IP” means the CCF BACKGROUND IP or the COMPANY BACKGROUND IP, as the case may be.
	 	 	 
	 	1.3.	“COLLABORATION
    FIELD” means vaccines for the prevention or treatment of ovarian cancer and other cancers which express the Anti-Mullerian
    Hormone Receptor 2 (AMHR2) protein, including an Anti-Mullerian Hormone Receptor 2 protein with an extracellular domain (AMHR2-ED),
    corresponding adjuvants and any companion diagnostics.
	 	 	 
	 	1.4.	“CCF”
    is defined in the Preamble.
	 	 	 
	 	1.5.	“CCF
    BACKGROUND IP” means any IP first conceived, developed, reduced to practice, acquired and/or otherwise controlled
    by CCF or its AFFILIATES either (i) prior to the EFFECTIVE DATE or (ii) outside of the scope of this JDA and during the TERM
    of this JDA, including rights arising in the course of prosecution and maintenance of such IP.
	 	 	 
	 	1.6.	“CCF
    INVENTIONS” is defined in Paragraph 5.2.2.
	 	 	 
	 	1.7.	“CCF
    PROJECT TEAM” shall mean the following individuals: Vince Tuohy, Justin Johnson, Chhavi Jain and Suparna Mazumder.
	 	 	 
	 	1.8.	“CLINICAL
    TRIALS” is defined in Paragraph 2.6.
	 	 	 
	 	1.9.	“COMPANY
    BACKGROUND IP” means any IP first conceived, developed, reduced to practice, acquired, and/or otherwise controlled
    by COMPANY or its AFFILIATES either (i) prior to the EFFECTIVE DATE or (ii) outside of the scope of this JDA and during the
    TERM of this JDA, including rights arising in the course of prosecution and maintenance of such IP. 


 




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	 	1.10.	“COMPANY
    INVENTIONS” is defined in Paragraph 5.2.1.
	 	 	 
	 	1.11.	“CONFIDENTIAL
    INFORMATION” means all non-public, confidential or proprietary information of a PARTY, or its AFFILIATES or REPRESENTATIVES,
    that is disclosed directly or indirectly from or on behalf of the DISCLOSING PARTY to the RECEIVING PARTY, whether in oral,
    written, electronic or other form or media, whether or not such information is marked, designated or otherwise identified
    as “confidential” and that, due to the nature of its subject matter or circumstances surrounding its disclosure,
    would reasonably be understood to be confidential or proprietary, including, without limitation, the terms and existence of
    this JDA.
	 	 	 
	 	 	CONFIDENTIAL
    INFORMATION does not include information that the RECEIVING PARTY can demonstrate by documentation or other evidence (i) was
    already known to the RECEIVING PARTY without restriction on use or disclosure prior to the receipt of such information directly
    or indirectly from or on behalf of the DISCLOSING PARTY; (ii) was independently developed by the RECEIVING PARTY without use
    of or reference to the DISCLOSING PARTY’s CONFIDENTIAL INFORMATION; (iii) is or becomes generally known to the public
    or otherwise becomes publicly available, other than through a breach of this JDA or the License Agreement by the RECEIVING
    PARTY; or (iv) is or was made available to the RECEIVING PARTY on a non-confidential basis by a THIRD PARTY having the lawful
    right to do so without breaching any obligation of confidentiality to the DISCLOSING PARTY.
	 	 	 
	 	1.12.	“DISPUTE”
    is defined in Paragraph 9.1.
	 	 	 
	 	1.13.	“EFFECTIVE
    DATE” is defined in the Preamble.
	 	 	 
	 	1.14.	“INTELLECTUAL
    PROPERTY” is also referred to as “IP” and means any rights in INVENTIONS, patents, trademarks,
    copyrights or any other proprietary rights relating to intangible property anywhere in the world, and all registrations and
    applications related to any of the foregoing and analogous rights thereto anywhere in the world. 
	 	 	 
	 	1.15.	“INVENTION”
    means any creative or technical idea, design, development, discovery, drawing, data, analysis, trade secret, technology,
    process or method, know-how, material composition, article of manufacture, machine, or work result, including business and
    marketing plans, prototypes, specifications, developed or discovered in performing the PROJECT, whether or not patentable.
	 	 	 
	 	1.16.	“JDA”
    means this Joint Development and Option Agreement, as amended from time to time.
	 	 	 
	 	1.17.	“JOINT
    INVENTIONS” is defined in Paragraph 5.2.3.
	 	 	 
	 	1.18.	“LICENSE
    AGREEMENT” means that certain Exclusive License Agreement between the PARTIES dated October 20, 2020. 
	 	 	 
	 	1.19.	“LOSSES”
    means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties,
    fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right
    to indemnification hereunder and the cost of pursuing any insurance providers.
	 	 	 
	 	1.20.	“OPTION
    PERIOD” is defined in Paragraph 6.2.1.
	 	 	 
	 	1.21.	“PARTY”
    means either CCF or COMPANY, and “PARTIES” means the two collectively.
	 	 	 
	 	1.22.	“PATENT
    RIGHTS” means foreign and domestic patent and/or design application(s), including continuations, continuations-in-part,
    divisionals, reissues, reexaminations, extensions and renewals thereof, and patents/registrations issuing therefrom. 


 




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	 	1.23.	“PRODUCT”
    means any embodiment of an INVENTION. PRODUCT may take the form of, but shall not be limited to, a formula, description
    or performance of a process, device, software program, or service. 
	 	 	 
	 	1.24.	“PROJECT”
    is defined in Paragraph 2.1.
	 	 	 
	 	1.25.	“PROSECUTION”
    means preparing, filing, prosecuting, and/or maintaining a subject patent application(s) and/or patent(s).
	 	 	 
	 	1.26.	“TECHNICAL
    REPRESENTATIVE” is defined in Paragraph 2.3.
	 	 	 
	 	1.27.	“TERM”
    is defined in Paragraph 8.1.
	 	 	 
	 	1.28.	“THIRD
    PARTY” or “THIRD PARTIES” means any individual(s), corporation(s), association(s), government
    agencies, or other entity(ies), which is/are not a PARTY or any of its AFFILIATES.
	 	 	 
	 	1.29.	“WORK
    PLAN” is defined in Paragraph 2.1.


 


	2.	Collaborative
    Project


 


	 	2.1.	PROJECT.
    The PARTIES will collaborate in efforts (undertaken jointly and individually) that are intended to result in the development
    of one or more products in the COLLABORATION FIELD as set forth in this JDA (such efforts referred to as the “PROJECT”).
    Particular goals of the PROJECT will be defined generally by the schedule of activities, responsibilities, milestones, and
    objectives (“WORK PLAN”), which shall be set forth in Schedule A, attached hereto and incorporated herein.
    The PARTIES will review and may update the WORK PLAN by mutual agreement from time to time, provided that any amendment to
    the WORK PLAN made subsequent to the execution of this JDA shall be signed by both PARTIES in accordance with Paragraph 11.4.
	 	 	 
	 	2.2.	Project
    Performance. Each PARTY will promptly undertake performance of the PROJECT. During the TERM of the JDA, the PARTIES will
    endeavor to perform their respective duties and to develop and submit to each other any deliverables identified in the WORK
    PLAN using reasonable efforts. COMPANY acknowledges and agrees that the PROJECT is a research project and successful completion
    of the research is not assured. Each PARTY acknowledges and agrees that as long as the other PARTY uses its reasonable efforts
    to perform its obligations under this JDA, including the WORK PLAN, such other PARTY shall not be in default under this JDA
    for any failure to achieve any particular result or deliverable. Each PARTY will ensure that its respective employees, contractors,
    and students who perform the PROJECT (including the CCF PROJECT TEAM) and/or have access to the CONFIDENTIAL INFORMATION of
    the other PARTY (a) are bound by written non-disclosure and non-use agreements at least as restrictive as those set forth
    in Article 4 and (b) are contractually obligated to assign and transfer to such PARTY all right, title and interest to the
    INVENTIONS and all IP therein.
	 	 	 
	 	2.3.	Technical
Representative. Each PARTY will designate two of the PARTY’s employees as the principal technical representatives (“TECHNICAL
REPRESENTATIVE”) for consultation and communications between the PARTIES. A PARTY may change a TECHNICAL REPRESENTATIVE
at any time, upon written notice to the other PARTY. 
	 	 	 
	 	2.4.	Reports.
    The TECHNICAL REPRESENTATIVES will be reasonably available by telephone, e-mail, or in person to discuss the progress
    and results, as well as ongoing plans, or changes therein, of the work under the PROJECT. 
	 	 	 
	 	2.5.	Funding.
    Except as specifically provided to the contrary in this JDA, all costs, fees and/or expenses incurred in connection with
    this JDA will be paid by the PARTY incurring such costs, fees and/or expenses. 


 




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	 	2.6.	Human
Clinical Trials: If the PARTIES identify a need for which COMPANY desires to engage CCF to perform and/or coordinate research
with human subjects (“CLINICAL TRIALS”), then the PARTIES will execute a clinical trial agreement to govern
the CLINICAL TRIALS prior to proceeding.
	 	 	 
	 	2.7.	Non-Employee
    Access. COMPANY, and its personnel, employees, or agents (“COMPANY STAFF”) may visit CCF’s facilities
    and interact with CCF’s employees only if such participation is explicitly provided for in Schedule A. Such visitations
    and interactions shall be at mutually agreed upon times, during normal business hours and subject to COMPANY STAFF’s
    compliance with CCF’s policies and credentialing procedures for non-employee access to its facilities, patients, and/or
    records. COMPANY STAFF will at all times be under COMPANY’s direction and control and will not be deemed employees of
    CCF. COMPANY shall ensure that COMPANY STAFF are covered by general liability, worker’s compensation and unemployment
    insurance and will discharge all other obligations of an employer as applicable. Use of or access to any CCF facilities, equipment
    or materials (collectively “CCF Resources”) by COMPANY STAFF shall be at COMPANY’s sole risk and
    only with the prior written approval of the CCF PROJECT TEAM. COMPANY shall be solely liable for any damages, loss or harm
    caused by COMPANY STAFF while on CCF property, provided COMPANY shall not be liable to the extent such damage, loss or harm
    is directly attributable to the negligence or willful misconduct of CCF or CCF’s personnel. Use of or access by COMPANY
    STAFF cannot conflict with use required by CCF patients or CCF personnel (who shall always have first priority of use). There
    will be no use of radioactive materials by COMPANY STAFF. Restricted materials may be used or accessed only with the express
    written agreement of the CCF PROJECT TEAM and only under conditions that fully comply with CCF regulations and licenses, including
    full disclosure to CCF’s Facility Safety Officials. CCF shall not be liable for failure or interruption of utilities,
    equipment or other CCF Resources in connection with COMPANY’s access rights under this Paragraph 2.7. No COMPANY STAFF
    shall have any supervisory right or authority over any employee, agent or student of CCF. While on CCF’s campus and/or
    using CCF Resources, COMPANY STAFF shall abide by all applicable laws and CCF policies and procedures.


 


	3.	Payments


 


	 	3.1.	Option
    Fee. COMPANY will pay CCF a non-refundable, option fee totaling $*** payable within *** of the EFFECTIVE DATE.
	 	 	 
	 	3.2.	Development
    Funding. COMPANY will provide USD$*** in development funding. The first payment of $*** shall be paid within *** of the
    EFFECTIVE DATE, and the remaining $*** shall be paid on ***. 
	 	 	 
	 	3.3.	Time
    is of the essence with respect to this payment. All payments shall be due and payable in U.S. dollars. Any past due amounts
    shall accrue interest at an annual rate equal to ***.


 


	4.	Confidentiality


 


	 	4.1.	Confidentiality
    Obligations. Each PARTY (the “RECEIVING PARTY”) acknowledges that in connection with this JDA it will
    gain access to CONFIDENTIAL INFORMATION of the other PARTY (the “DISCLOSING PARTY”). As a condition to
    being provided with CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall:


 


	 	4.1.1.	not
    use the DISCLOSING PARTY’s CONFIDENTIAL INFORMATION other than as necessary to exercise its rights and perform its obligations
    under this JDA or the License Agreement; and
	 	 	 
	 	4.1.2.	maintain
    the DISCLOSING PARTY’s CONFIDENTIAL INFORMATION in strict confidence and, subject to Paragraph 4.2, not disclose the
    DISCLOSING PARTY’s CONFIDENTIAL INFORMATION without the DISCLOSING PARTY’s prior written consent, provided, however,
    the RECEIVING PARTY may disclose the CONFIDENTIAL INFORMATION to its employees, officers, directors, consultants and legal
    advisors (“REPRESENTATIVES”) who:


 




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	 	4.1.2.1.	have
    a need to know the CONFIDENTIAL INFORMATION for purposes of the RECEIVING PARTY’s performance, or exercise of its rights
    concerning the CONFIDENTIAL INFORMATION, under this JDA or the License Agreement;
	 	 	 
	 	4.1.2.2.	have
    been apprised of this restriction; and
	 	 	 
	 	4.1.2.3.	are
    themselves bound by written non-disclosure and non-use agreements at least as restrictive as those set forth in this Paragraph
    4.1, provided further that the RECEIVING PARTY shall be responsible for ensuring its REPRESENTATIVES’ compliance with,
    and shall be liable for any breach by its REPRESENTATIVES of, this Paragraph 4.1.


 


The
RECEIVING PARTY shall use reasonable care, at least as protective as the efforts it uses for its own confidential information,
to safeguard the DISCLOSING PARTY’s CONFIDENTIAL INFORMATION from use or disclosure other than as permitted hereby.


 


	 	4.2.	Exceptions.
    If the RECEIVING PARTY becomes legally compelled to disclose any CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall:


 


	 	4.2.1.	provide
    prompt written notice to the DISCLOSING PARTY so that the DISCLOSING PARTY may seek a protective order or other appropriate
    remedy or waive its rights pursuant to Paragraph 11.12; and
	 	 	 
	 	4.2.2.	disclose
    only the portion of CONFIDENTIAL INFORMATION that it is legally required to furnish.


 


If
a protective order or other remedy is not obtained, or the DISCLOSING PARTY waives compliance in accordance with Paragraphs 11.10
and 11.12, the RECEIVING PARTY shall, at the DISCLOSING PARTY’s expense, use reasonable efforts to obtain assurance that
confidential treatment will be afforded the CONFIDENTIAL INFORMATION.


 


	 	4.3.	Confidential
    Terms. Notwithstanding anything to the contrary herein, the PARTIES may disclose the terms and existence of this JDA to
    potential or actual investors, acquirers, sublicensees, collaboration partners, consultants, advisors and others on a reasonable
    need to know basis subject to customary confidentiality restrictions, or as required by securities or other applicable laws.
	 	 	 
	 	4.4.	Scientific
    Publications. COMPANY recognizes and accepts the importance of communicating medical study and scientific data and the
    necessity of conveying such information in a timely manner, and, therefore, encourages their publication in reputable scientific
    journals and at seminars or conferences. COMPANY further recognizes and accepts that under CCF’s mission as an academic
    medical center, CCF and its investigators must have a meaningful right to publish without COMPANY’s approval or editorial
    control; provided that CCF shall comply with the requirements in this Paragraph 4.4. CCF shall submit to COMPANY for
    its review a copy of any proposed manuscript *** prior to the estimated date of submission for publication. Within *** of
    receiving such manuscript (the “REVIEW PERIOD”), if COMPANY reasonably determines that the proposed publication
    contains patentable subject matter which requires protection for COMPANY, COMPANY may require the delay of publication for
    a period of time not to exceed *** for the purpose of filing patent applications. Further, CCF and its investigators agree
    to remove from the proposed publication anything that COMPANY identifies within the REVIEW PERIOD as COMPANY’s CONFIDENTIAL
    INFORMATION. If no written response is received from COMPANY within the REVIEW PERIOD, it may be conclusively presumed that
    publication may proceed without delay. For avoidance of any doubt, CCF and the CCF PROJECT TEAM (while employees of CCF) retain
    the right to publish any medical study or scientific data arising from the PERMITTED RESEARCH (as defined in Paragraph 6.4),
    subject to compliance with this Paragraph 4.4.


 




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	5.	INVENTION
    Rights


 


	 	5.1.	BACKGROUND
    IP. Each PARTY’s BACKGROUND IP will remain the absolute unencumbered property of the respective PARTY. Except for
    the limited rights explicitly set forth in Paragraph 5.8 (Right to Use BACKGROUND IP & INVENTIONS), this JDA does not
    confer any rights under the BACKGROUND IP of either PARTY. 
	 	 	 
	 	5.2.	INVENTION
    Rights. INVENTIONS will be owned as follows:


 


	 	5.2.1.	COMPANY
    INVENTIONS. All INVENTIONS made solely by COMPANY employees or contractors in performance of the PROJECT and during the
    TERM and OPTION PERIOD together with all IP therein will, as between COMPANY and CCF, be owned solely by COMPANY (“COMPANY
    INVENTIONS”).
	 	 	 
	 	5.2.2.	CCF
    INVENTIONS. All INVENTIONS made solely by CCF employees, contractors or students in performance of the PROJECT and during
    the TERM and OPTION PERIOD together with all IP therein will, as between COMPANY and CCF, be owned solely by CCF (“CCF
    INVENTIONS”). 
	 	 	 
	 	5.2.3.	JOINT
    INVENTIONS. All INVENTIONS made jointly by COMPANY employees or contractors and by CCF employees, contractors or students
    in performance of the PROJECT and during the TERM and OPTION PERIOD, in each case together with all IP therein, will be jointly
    owned by COMPANY and CCF (“JOINT INVENTIONS”). Subject to the rights and licenses granted under this JDA
    and the License Agreement, with respect to JOINT INVENTIONS, each PARTY hereby confirms that nothing in this JDA shall operate
    in any way to limit the other PARTY’s indivisible, non-exclusive ownership interest in and to such JOINT INVENTIONS,
    including the right to use and exploit the JOINT INVENTIONS for all purposes on a worldwide basis, without consent of and
    without a duty of accounting to the other PARTY.
	 	 	 
	 	5.2.4.	Cooperation
    in Transferring Title. The PARTIES will cooperate fully with each other and/or the other PARTY’s attorneys in vesting
    title as provided in Article 5 (INVENTION Rights), including executing documents as necessary to effectuate the intent of
    the foregoing.


 


	 	5.3.	Notification
    of INVENTION. Each PARTY will provide the other PARTY with timely notification in writing of each INVENTION developed
    solely or jointly by such PARTY (“INVENTION DISCLOSURE”).
	 	 	 
	 	5.4.	PROSECUTION
    of Patent Applications. During the TERM and the applicable OPTION PERIOD, CCF will have the exclusive responsibility to
    conduct PROSECUTION and enforcement of PATENT RIGHTS within the CCF INVENTIONS and JOINT INVENTIONS at CCF’s sole discretion
    (but using patent counsel reasonably acceptable to COMPANY), subject to Paragraph 5.6 (Abandonment), and COMPANY will be responsible
    for all documented, out-of-pocket costs associated with such PROSECUTION. CCF will keep COMPANY informed of such PROSECUTION,
    consider COMPANY’s comments and suggestions prior to taking material actions for the same, and consider actions reasonably
    recommended which would expand the scope of rights sought. COMPANY will provide written communication of items of commercial
    interest and CCF will cooperate to insure that the PROSECUTION of each CCF INVENTION and JOINT INVENTION reflects, and will
    reflect, to the extent practicable, these items of commercial interest. Final decisions on PROSECUTION of CCF INVENTIONS and
    JOINT INVENTIONS will be at CCF’s sole discretion, subject to Paragraph 5.6 (Abandonment). If COMPANY does not exercise
    the OPTION with respect to a particular CCF INVENTION or JOINT INVENTION during the corresponding OPTION PERIOD, then (i)
    in the case of a CCF INVENTION, COMPANY will thereafter no longer be responsible for any costs associated with PROSECUTION
    of PATENT RIGHTS within such CCF INVENTION, and (ii) in the case of a JOINT INVENTION, the PARTIES will discuss in good faith
    and mutually agree in writing as to which PARTY will have responsibility to conduct further PROSECUTION and enforcement of
    PATENT RIGHTS within such JOINT INVENTION, including the allocation of the costs and any recoveries associated with such PROSECUTION
    and enforcement.


 




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	 	5.5.	Review
    of Patent Applications Prior to Filing. A PARTY will not file any patent application that discloses CONFIDENTIAL INFORMATION
    of the other PARTY and/or claims an INVENTION without prior notice to, and review by, the other PARTY. The reviewing PARTY
    will be given at least *** in which to review and comment on the patent application, unless the reviewing PARTY agrees on
    a term which is shorter than ***. The reviewing PARTY will have the right to require that any CONFIDENTIAL INFORMATION of
    the reviewing PARTY be removed from the patent application, in accordance with Article 4 (Confidentiality); with the limited
    exception that those portions of CONFIDENTIAL INFORMATION that are INVENTIONs owned by either PARTY pursuant to Article 5
    (INVENTION Rights) and are required to be disclosed by the filing PARTY in the subject patent application to secure PATENT
    RIGHTS to which the filing PARTY is entitled under this JDA, may remain in the patent application.


 


	 	5.5.1.	Review
    of OFFICE ACTIONS. CCF will instruct its outside counsel to provide to COMPANY or its designated patent counsel copies
    of all materially relevant correspondence to and from the U.S. Patent and Trademark Office, and all correspondence related
    to counterpart foreign patent applications, including correspondence from foreign associates and from government agencies,
    in connection with CCF’s PROSECUTION of PATENT RIGHTS under this Article 5. 


 


	 	5.6.	Abandonment.
    Notwithstanding Paragraph 5.4 (PROSECUTION of Patent Applications), CCF may elect to abandon PROSECUTION at any time,
    including prior to beginning PROSECUTION. If CCF chooses to abandon or not to begin PROSECUTION, then CCF will provide COMPANY
    at least *** prior written notice of such intended abandonment and the right to assume PROSECUTION of the PATENT RIGHTS that
    were to be abandoned. If COMPANY elects to assume PROSECUTION of such PATENT RIGHTS, then COMPANY will be responsible for
    all subsequent costs associated with the PROSECUTION of the subject PATENT RIGHTS; and CCF will assign the subject PATENT
    RIGHTS to COMPANY. Following any such assignment, during the TERM and the applicable OPTION PERIOD, to the extent necessary
    to carry out the PROJECT, COMPANY grants to CCF a worldwide, royalty-free, non-exclusive, license, without the right to sublicense,
    to practice the subject PATENT RIGHTS. CCF will use best efforts not to abandon patents of interest to COMPANY. If, within
    *** of providing such written notice of intended abandonment, CCF does not receive written notice from COMPANY electing to
    assume PROSECUTION, CCF may subsequently proceed with abandonment of the subject PATENT RIGHTS at its discretion. Failure
    to exercise commercially reasonable efforts to enforce PATENT RIGHTS shall be deemed abandonment thereof under this Paragraph.
    
	 	 	 
	 	5.7.	PROSECUTION
    in Countries Not Elected by CCF. If COMPANY desires to file a patent application in countries other than those CCF desires
    to file in, then the subject PATENT RIGHTS (for such country) shall be deemed intended to be abandoned by CCF, and therefore
    treated as such under Paragraph 5.6 (Abandonment). COMPANY will be free to file such patent applications in the desired other
    countries at its own expense; and CCF will assign the subject PATENT RIGHTS for such country to COMPANY. Concurrent with CCF’s
    assignment of the patent application to COMPANY, COMPANY grants CCF during the TERM and OPTION PERIOD, to the extent necessary
    to carry out the PROJECT, a worldwide, royalty-free, non-exclusive, license, without the right to sublicense, to practice
    the subject PATENT RIGHTS. 


 




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	 	5.8.	Right
    to Use BACKGROUND IP & INVENTIONS. 


 


	 	5.8.1.	During
    the TERM and OPTION PERIOD. The PARTIES shall have the following license rights. 


 


	 	 	5.8.1.1.	CCFs
    Rights. During the TERM and OPTION PERIOD, to the extent necessary to carry out the PROJECT, COMPANY grants CCF a non-exclusive,
    royalty-free, non-transferable, worldwide license without the right to sublicense to practice COMPANY BACKGROUND IP and COMPANY
    INVENTIONS. 
	 	 	 	 
	 	 	5.8.1.2.	COMPANY’s
    Rights. During the TERM and OPTION PERIOD, to the extent necessary to carry out the PROJECT, CCF grants COMPANY a non-exclusive,
    royalty-free, non-transferable, worldwide license without the right to sublicense to practice CCF BACKGROUND IP and CCF INVENTIONS.


 


		5.9.	No
                                         Implied Rights. Except as expressly set forth herein, neither COMPANY nor CCF transfers
                                         to the other PARTY, by operation of this JDA, rights to any patent, copyright, trademark,
                                         or other IP of any kind.



 


	6.	Option
    to License 


 


	 	6.1.	Option
    Grant. CCF grants COMPANY an exclusive option to take a license under certain IP of CCF in the COLLABORATION FIELD, as
    follows (“OPTION”):


 


	 	6.1.1.	Option
    for Patent License. CCF grants 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, under any PATENT RIGHTS within
    the CCF INVENTION or JOINT INVENTION. 
	 	 	 
	 	6.1.2.	Exercise
    of OPTION. On a CCF INVENTION-by-CCF INVENTION and JOINT INVENTION-by-JOINT INVENTION basis, COMPANY may exercise the
    OPTION with respect to the PATENT RIGHTS claiming the applicable INVENTION anytime during the the OPTION PERIOD with respect
    to such INVENTION by providing CCF written notice specifically declaring COMPANY’s intent to exercise the OPTION. Upon
    providing such notice, all PATENT RIGHTS claiming the applicable INVENTION are hereby automatically deemed to be Licensed
    Patents under, and subject to the terms and conditions of, the License Agreement, and the definition of Licensed Patents thereunder
    is hereby automatically deemed to be amended to include such PATENT RIGHTS, without any further action by either PARTY. For
    clarity, in such event, the PROSECUTION and enforcement of such PATENT RIGHTS will thereafter be governed by the terms and
    conditions of the License Agreement (and no longer by Article 5 of this JDA).
	 	 	 
	 	6.1.3.	Exclusive
    Option. The OPTION is exclusive in that during the applicable OPTION PERIOD, CCF will neither enter into a transaction
    nor negotiate with a THIRD PARTY for access to the applicable CCF INVENTION or JOINT INVENTION, or the underlying INTELLECTUAL
    PROPERTY (subject only to a reservation of rights for CCF to practice the subject INTELLECTUAL PROPERTY as described below
    in Paragraph 6.4).


 


	 	6.2.	Option
    Period


 


	 	6.2.1.	Initial
    Option Period. With respect to each CCF INVENTION and JOINT INVENTION, the OPTION will remain in effect from COMPANY’s
    receipt of the corresponding INVENTION DISCLOSURE until the earlier of *** after the expiration of the TERM of the JDA or
    until the OPTION is exercised under Paragraph 6.1.2 (Exercise of OPTION) (“OPTION PERIOD”) unless terminated
    earlier under Paragraph 8.2 (Expiration/Termination of JDA and OPTION).


 




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	 	6.2.2.	Extending
    the Option Period. The OPTION PERIOD may be extended by any extension of this JDA or any other agreement between the PARTIES.
	 	 	 
	 	6.2.3.	DILIGENCE.
    At all times during the applicable OPTION PERIOD, COMPANY will exercise commercially reasonable diligence to determine
    if COMPANY desires to exercise the applicable OPTION (“DILIGENCE EFFORTS”). At the request of CCF but not
    more often than biannually, COMPANY agrees to report its DILIGENCE EFFORTS to CCF, and any such report will be deemed to be
    COMPANY’s CONFIDENTIAL INFORMATION. If CCF determines that COMPANY is failing to perform reasonable DILIGENCE EFFORTS
    and notifies COMPANY to such effect in writing, the TECHNICAL REPRESENTATIVES shall work together to identify and agree upon
    reasonable development milestones which will thereafter constitute reasonable DILIGENCE EFFORTS. Thereafter, if COMPANY fails
    to perform such reasonable DILIGENCE EFFORTS during the OPTION PERIOD, CCF may elect to terminate the applicable OPTION upon
    written notice to COMPANY as CCF’s sole and exclusive remedy for COMPANY’s failure to perform such DILIGENCE EFFORTS.


 


	 	6.3.	Other
    Subject Matter. All unpatentable or unpatented subject matter within CCF INVENTIONS and JOINT INVENTIONS (including, for
    the avoidance of doubt, unpatentable or unpatented data and know-how) are hereby automatically deemed to be Licensed Know-how
    under, and subject to the terms and conditions of, the License Agreement and the definition of Licensed Know-how thereunder
    is hereby automatically deemed to be amended to include all such subject matter, without any further action by either PARTY.
	 	 	 
	 	6.4.	Reservation
    of Rights for CCF. Upon exercise of the OPTION with respect to any CCF INVENTION or JOINT INVENTION, any and all licenses
    granted pursuant to the License Agreement under the corresponding Licensed Patent(s) (as defined in the License Agreement)
    are subject to the right of CCF, on behalf of itself and its investigators, 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. For avoidance of any doubt, any research previously performed, currently being performed, or performed in the future
    by CCF, at CCF’s facilities or using CCF’s resources, or that CCF or the CCF PROJECT TEAM is in any way related
    to (whether as Principal Investigator, sponsor or otherwise) is subject to the retained rights in this Paragraph 6.4 (the
    “PERMITTED RESEARCH”). PERMITTED RESEARCH includes, without limitation, any research activities of CCF
    or the CCF PROJECT TEAM (while employees of CCF) that are funded in whole or in part by any governmental authorities or any
    philanthropic or similar sources. For clarity, CCF agrees and acknowledges that this Paragraph 6.4 does not give CCF the right
    to practice or use the Licensed Technology (as defined in the License Agreement) in connection with the commercial sale of
    any product or service.
	 	 	 
	 	6.5.	Licensed
    Patent Challenges. Upon exercise of the OPTION with respect to any CCF INVENTION or JOINT INVENTION, COMPANY will be subject
    to the restrictions on Licensed Patent Challenges (as defined in the License Agreement) with respect to the corresponding
    Licensed Patent(s) (as defined in the License Agreement).
	 	 	 
	 	6.6.	No
    License Agreement. If this JDA expires without exercise by COMPANY of any OPTION pursuant to Paragraph 6.1.2 and CCF has
    complied with all of its obligations under Paragraphs 6.1 and 6.2, COMPANY will grant to CCF a non-exclusive, non-sublicenseable,
    non-transferable, royalty-free, worldwide license to practice COMPANY INVENTIONS solely for the purpose of CCF’s own
    research and, for clarity, not in connection with the commercial sale of any product or service. 


 




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	7.	Work
    with THIRD PARTIES


 


	 	7.1.	Work
    with THIRD PARTIES. Neither COMPANY nor CCF will, during the TERM, subcontract any portion of its responsibilities under
    this JDA or the WORK PLAN to any THIRD PARTY without the prior written consent of the other PARTY. Either PARTY is otherwise
    free to enter into other collaborative and/or service projects with THIRD PARTIES, provided that the confidentiality and invention
    rights provisions of Articles 4 and 5 hereof are not breached thereby and such arrangements do not otherwise conflict with
    the terms and conditions of this JDA. Each PARTY is responsible for the acts and omissions of its permitted subcontractors,
    including any breach of this JDA.


 


	8.	Term
    and Termination


 


	 	8.1.	Term.
    This JDA is effective from the EFFECTIVE DATE and terminates upon the later of (i) *** thereafter and (ii) completion
    by CCF of its activities under the WORK PLAN, unless terminated earlier under Paragraph 8.2 (Expiration/Termination of JDA
    and OPTION) (“TERM”).
	 	 	 
	 	8.2.	Expiration
    / Termination of JDA and OPTION. 


 


	 	8.2.1.	COMPANY
    may terminate this JDA at any time for any reason by giving written notice to CCF at least *** before such termination becomes
    effective. CCF may terminate this JDA if circumstances beyond its control preclude continuation of the PROJECT by giving written
    notice to COMPANY at least *** before such termination becomes effective. COMPANY may terminate any OPTION at any time for
    any reason by giving written notice to CCF. Upon termination of this JDA by COMPANY under this Paragraph 8.2.1, CCF will be
    reimbursed by COMPANY for all costs and non-cancelable commitments incurred by CCF in the performance of the PROJECT for which
    COMPANY has committed to fund.
	 	 	 
	 	8.2.2.	In
    the event that either PARTY (“Breach Party”) shall commit any material breach of or default in any of the
    terms or conditions of this JDA, the other PARTY may provide written notice (“Breach Notice”) of such breach
    or default to the Breach Party. If the Breach Party fails to remedy said default or breach within *** after receipt of the
    Breach Notice, the other PARTY may terminate this JDA by sending written notice of termination (“Termination Notice”)
    to the Breach Party to such effect, and such termination shall be effective as of the date of receipt of the Termination Notice.
    
	 	 	 
	 	8.2.3.	If
    Vince Tuohy becomes unavailable to oversee and support the performance of the WORK PLAN for any reason, CCF may propose another
    member of its faculty who is acceptable to COMPANY, in COMPANY’s sole discretion, to oversee the performance of the
    WORK PLAN. If a substitute faculty member acceptable to COMPANY has not been agreed upon within *** after Vince Tuohy is no
    longer available to oversee and support the performance of the WORK PLAN, either PARTY may terminate this JDA upon written
    notice thereof to the other PARTY.


 


	 	8.3.	Tax
    Exempt Status. The PARTIES recognize that CCF is a non-profit, tax-exempt organization and agree that this JDA will take
    into account and be consistent with CCF’s tax-exempt status. If any part or all of this JDA is determined to jeopardize
    the overall tax-exempt status of CCF and/or any of its tax-exempt AFFILIATES, the PARTIES will negotiate in good faith an
    amendment of this JDA pursuant to Paragraph 11.13 so as to address such tax consideration while effecting the original intent
    of the PARTIES as closely as possible in a mutually acceptable manner. If the PARTIES are unable to amend the JDA to address
    such tax consideration within *** after COMPANY’s receipt of written notice that the JDA jeopardizes the overall tax-exempt
    status of CCF, CCF shall have the right to terminate the JDA immediately upon written notice to COMPANY.


 




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	 	8.4.	Surviving
    Rights & Obligations. Except as expressly provided for herein, termination or expiration of this JDA will not relieve
    either PARTY of any obligations accruing prior to such termination or expiration, and the following provisions will survive
    any expiration or termination of this JDA and remain in effect: Articles 4 (Confidentiality), 5 (INVENTION Rights) (excluding
    Paragraph 5.8), 9 (Dispute Resolution) and 11 (Miscellaneous) and Paragraphs 8.4 (Surviving Rights & Obligations), 10.5
    (Liability), 10.6 (Indemnity), 10.7 (DISCLAIMER OF WARRANTIES BY CCF), and 10.8 (DISCLAIMER OF WARRANTIES BY COMPANY). In
    addition, the OPTION with respect to each CCF INVENTION and JOINT INVENTION will survive any expiration or termination of
    this JDA for the duration of the applicable OPTION PERIOD, unless so terminated as provided for under Paragraphs 6.2.3 and
    8.2.1. 


 


	9.	Dispute
    Resolution 


 


	 	9.1.	Exclusive
    Dispute Resolution Mechanism. The PARTIES shall resolve any dispute, controversy or claim arising out of or relating to
    this JDA, or the breach, termination or invalidity hereof (each, a “DISPUTE”), under the provisions of
    this Article 9. The procedures set forth in this Article 9 shall be the exclusive mechanism for resolving any DISPUTE that
    may arise from time to time, subject to Paragraph 9.5.
	 	 	 
	 	9.2.	Good
    Faith Negotiations. If a PARTY believes that a DISPUTE exists, then such PARTY (the “DECLARING PARTY”)
    shall provide notice of such DISPUTE to the other PARTY (the “NOTICE”), which NOTICE shall specify the
    nature and cause of the DISPUTE and the action that the DECLARING PARTY deems necessary to resolve such DISPUTE. Following
    receipt of the NOTICE, the PARTIES shall use good faith efforts to resolve the DISPUTE, including making personnel with appropriate
    decision-making authority available to the other PARTY to discuss resolution of the DISPUTE. If a DISPUTE is not resolved
    within *** of the date of the non-DECLARING PARTY’s receipt of the NOTICE, then the DISPUTE shall be submitted to mandatory,
    final and binding arbitration before the American Arbitration Association, in accordance with the then-current rules of the
    American Arbitration Association, as modified herein.
	 	 	 
	 	9.3.	Arbitration.
    The PARTIES shall use a panel of three arbitrators. The DECLARING PARTY shall select one arbitrator, and the other PARTY
    shall select a second arbitrator, and the two arbitrators so selected shall select a third arbitrator. The three arbitrators
    shall hear the DISPUTE. Such arbitrators shall be knowledgeable in intellectual property law and related matters. The arbitrators
    shall make each determination in a manner that is consistent with this JDA, including the PARTIES’ intent as expressed
    herein. Without limiting the foregoing, the PARTIES agree that the arbitrators are empowered to make determinations regarding
    the reasonableness of a PARTY’s acts or omissions. All decisions of the arbitrators shall be binding upon the PARTIES.
    Each PARTY shall be solely responsible for its own attorneys’ fees and expenses, legal expenses and witness fees and
    expenses. Any other usual and customary expenses incurred by the arbitrators or the expense of such arbitration proceeding
    shall be equally divided between the PARTIES, irrespective of the outcome of such proceeding. The arbitration will be conducted
    in Cleveland, Ohio. The arbitrators are to apply the laws of the State of Ohio, without regard to its conflict of laws’
    provisions. The PARTIES agree that any award, order, or judgment pursuant to the arbitration is final and may be entered and
    enforced in any court of competent jurisdiction. The PARTIES agree that all aspects of the dispute resolution process, including
    the arbitration, shall be conducted in confidence. The PARTIES agree that all statements made in connection with informal
    dispute resolution efforts shall not be considered admissions or statements against interest by any PARTY. The PARTIES further
    agree that they will not attempt to introduce such statements at any later trial, arbitration or mediation between the PARTIES.
	 	 	 
	 	9.4.	Waiver
    of Jury Trial. Each PARTY irrevocably and unconditionally waives any right it may have to a trial by jury for any legal
    action arising out of or relating to this JDA or the transactions contemplated hereby.
	 	 	 
	 	9.5.	Equitable
    Relief. Notwithstanding anything to the contrary herein, each PARTY acknowledges that a breach by the other PARTY of this
    JDA may cause the non-breaching PARTY irreparable harm, for which an award of damages would not be adequate compensation and,
    in the event of such a breach or threatened breach, the non-breaching PARTY shall be entitled to seek equitable relief, including
    in the form of a restraining order, orders for preliminary or permanent injunction, specific performance and any other relief
    that may be available from any court, and the PARTIES hereby waive any requirement for the securing or posting of any bond
    or the showing of actual monetary damages in connection with such relief. These remedies shall not be deemed to be exclusive
    but shall be in addition to all other remedies available under this JDA at law or in equity, subject to any express exclusions
    or limitations in this JDA to the contrary.


 




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	10.	Representations,
    Warranties, Indemnity, Insurance & Compliance


 


	 	10.1.	Authority.
    Each of the PARTIES represents as of the EFFECTIVE DATE and warrants for the TERM that it has authority to enter into
    this JDA and to perform its obligations under this JDA and that it has been duly authorized to sign and to deliver this JDA.
	 	 	 
	 	10.2.	Compliance
    with LAWS. The PARTIES will comply with all applicable laws, rules and regulations, including, but not limited to: (i)
    the federal anti-kickback statute (42 U.S.C. §1320a-7b) and the related safe harbor regulations and (ii) the Limitation
    on Certain Physician Referrals, also referred to as the “Stark Law” (42 U.S.C. §1395nn); (iii) The Federal
    Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.); (iv) the Public Health Service Act (42 U.S.C. § 201
    et seq.); (v) the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic
    and Clinical Health Act (collectively, “HIPAA”); (vi) any and all applicable U.S. export control laws and
    regulations, as well any and all embargoes and/or other restrictions imposed by the Treasury Department’s Office of
    Foreign Asset Controls; and (vii) all comparable state and local laws and regulations relating to the conduct of the PROJECT.
    No part of any consideration paid hereunder is a prohibited payment for the recommending or arranging for the referral of
    business or the ordering of items or services, nor are the payments intended to induce illegal referrals of business. In the
    event that any part of this JDA is determined to violate federal, state, or local laws, rules, or regulations, the PARTIES
    agree to negotiate in good faith revisions to the provision or provisions that are in violation. In the event the PARTIES
    are unable to agree to new or modified terms as required to bring the entire JDA into compliance, either PARTY may terminate
    this JDA on *** written notice to the other PARTY.
	 	 	 
	 	10.3.	Conflict
    of Interest. COMPANY acknowledges that CCF maintains and adheres to a Conflict of Interest Policy. In that connection,
    COMPANY represents that, to COMPANY’s knowledge, no CCF employees, officers, or directors are owners, consultants, employees,
    officers or directors of COMPANY or any of its AFFILIATES or serve on any boards or committees of or in any advisory capacity
    with COMPANY or any of its AFFILIATES.
	 	 	 
	 	10.4.	Insurance.
    COMPANY represents and warrants that it has and shall maintain comprehensive general liability insurance coverage on either
    a self-insured or indemnity basis to protect against liability under this provision in amounts equal to *** and, upon request,
    COMPANY agrees to furnish to CCF evidence of insurance acceptable to CCF indicating the required coverage. COMPANY agrees
    to give CCF at least *** prior written notice in the event of any material, adverse change in such insurance. 
	 	 	 
	 	10.5.	Liability.
    Except for damages arising from a breach pf Article 4, fraud, willful misconduct or gross negligence, or as may be payable
    pursuant to a PARTY’s indemnification obligations under Paragraph 10.6, neither PARTY shall be liable to the other PARTY
    for any special, indirect, consequential or punitive damages of any kind, including, but not limited to, loss of profits,
    arising in any manner from this JDA regardless of the forseeability thereof. 
	 	 	 
	 	10.6.	Indemnity.


 


	 	10.6.1.	COMPANY
    Indemnification. Subject to Paragraph 10.6.3, COMPANY will indemnify, defend and hold harmless CCF and its respective
    trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors,
    heirs, and assigns (each a “CCF Indemnitee”), against all LOSSES arising from any THIRD PARTY claim, suit,
    action or other proceeding (each, an “COVERED CLAIM”) which may be made or instituted against any CCF Indemnitee
    related to, arising out of or resulting from (a) COMPANY’s material breach of any representation, warranty, covenant
    or obligation under this JDA, (b) use by COMPANY or any of its transferees of any CCF INVENTION or JOINT INVENTION, (c) any
    use, sale, transfer or other disposition by COMPANY or its transferees of a PRODUCT or any other products made by use of CCF
    INVENTION or JOINT INVENTION, except to the extent any such COVERED CLAIM arises from any matter for which CCF is obligated
    to provide indemnification pursuant to Paragraph 10.6.2.
	 	 	 
	 	10.6.2.	CCF
    Indemnification. Subject to Paragraph 10.6.3, to the extent allowed under applicable laws, CCF will indemnify, defend
    and hold harmless COMPANY and its respective directors, officers, employees, consultants, and agents and their respective
    successors, heirs, and assigns (each a “COMPANY Indemnitee”), against all LOSSES arising from any COVERED
    CLAIM which may be made or instituted against any COMPANY Indemnitee related to, arising out of or resulting from (a) CCF’s
    material breach of any representation, warranty, covenant or obligation under this JDA, or (b) a CCF Indemnitee’s negligence,
    willful misconduct, or breach of any applicable law, except to the extent any such COVERED CLAIM arises from any matter for
    which COMPANY is obligated to provide indemnification pursuant to Paragraph 10.6.1. 


 




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	 	10.6.3.	Indemnification
    Procedure. An Indemnitee (whether a CCF Indemnitee or a COMPANY Indemnitee) that intends to claim indemnification under
    this Paragraph 10.6 will give notice to the indemnifying PARTY of any COVERED CLAIM which might be covered by this Paragraph
    10.6. The indemnifying PARTY shall immediately take control of the defense and investigation of the COVERED CLAIM, including
    selection of counsel reasonably acceptable to the Indemnitee, at the indemnifying PARTY’s sole cost and expense; provided,
    however, that the indemnifying PARTY will not, without the prior written consent of the Indemnitee, settle or consent to the
    entry of any judgment with respect to such COVERED CLAIM (a) that does not release the Indemnitee from all liability with
    respect to such COVERED CLAIM, or (b) that may adversely affect the Indemnitee or under which the Indemnitee would incur any
    obligation or liability, other than one as to which the indemnifying PARTY has an indemnity obligation hereunder. The Indemnitee
    agrees to cooperate and provide reasonable assistance to such defense at the indemnifying PARTY’s expense. The Indemnitee
    at all times reserves the right to select and retain counsel of its own at its own expense to defend its interests, provided
    that the indemnifying PARTY will remain in control of the defense. The Indemnitee’s failure to perform any obligations
    under this Paragraph 10.6.3 shall not relieve the indemnifying PARTY of its obligation under Paragraph 10.6 except to the
    extent that the indemnifying PARTY can demonstrate that it has been materially prejudiced as a result of the failure.


 


	 	10.7.	DISCLAIMER
    OF WARRANTIES BY CCF. EXCEPT AS PROVIDED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CCF MAKES NO WARRANTIES,
    EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE PROJECT (INCLUDING
    ANY RESULTS THEREFROM) OR ANY IP (INCLUDING, BUT NOT LIMITED TO, CCF INVENTIONS, JOINT INVENTIONS OR BACKGROUND IP) OR ANY
    PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS JDA; OR THE OWNERSHIP, MERCHANTABILITY,
    OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT OR ANY IP OR PRODUCT; OR FREEDOM FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT,
    INFORMATIONAL CONTENT, INTEGRATION, OR THEFT OF TRADE SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT
    OF ANY PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE USE OF INFORMATION, RESULTS OR DELIVERABLES OR RIGHTS GRANTED OR PROVIDED
    BY IT HEREUNDER. IN ADDITION, NOTHING IN THIS JDA MAY BE DEEMED A REPRESENTATION OR WARRANTY BY CCF AS TO THE VALIDITY OF
    ANY OF CCF’S PATENT RIGHTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE,
    OF ANY IP.
	 	 	 
	 	10.8.	DISCLAIMER
    OF WARRANTIES BY COMPANY. EXCEPT AS PROVIDED HEREIN AND TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, COMPANY MAKES NO
    WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITH RESPECT TO ANY OF COMPANY’S
    TECHNOLOGIES THAT WILL BE SUBJECT TO THIS JDA. IN PARTICULAR, COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY
    OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE TECHNOLOGIES WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK
    OR OTHER RIGHTS OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS JDA MAY BE DEEMED A REPRESENTATION OR WARRANTY BY COMPANY
    AS TO THE VALIDITY OF ANY OF COMPANY’S PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS,
    FOR ANY PURPOSE, OF THE TECHNOLOGIES.


 




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	11.	Miscellaneous


 


	 	11.1.	Agreement
    Negotiated. The form of this JDA has been negotiated by or on behalf of the respective PARTIES, each of which was represented
    by attorneys who have carefully negotiated the provisions hereof. Each PARTY acknowledges that it has been advised to, and
    has had the opportunity to consult with its attorney(s) prior to entering into this JDA. No law or rule relating to the construction
    or interpretation of contracts against the drafter of any particular clause should be applied with respect to this JDA.
	 	 	 
	 	11.2.	Applicable
    Law. All matters arising under or relating to this JDA are governed by the laws of the State of Ohio, without regard to
    any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction. Despite
    the above, the substantive law of the country of any PATENT RIGHTS governs the validity and enforceability of the subject
    PATENT RIGHTS.
	 	 	 
	 	11.3.	Counterparts.
    This JDA may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which
    will constitute one and the same instrument. A facsimile or .PDF copy of a signature of a PARTY will have the same effect
    and validity as an original signature.
	 	 	 
	 	11.4.	Entire
    Agreement / Amendments. This JDA, including any attached Schedules, and the License Agreement, including any attached
    appendices or exhibits, constitute the entire understanding between the PARTIES with respect to the subject matter contained
    herein and supersedes all prior agreements, understandings and arrangements whether oral or written between the PARTIES relating
    to the subject matter hereof, except as expressly set forth herein. Nothing in this JDA may be changed or modified, nor may
    anything be added to this JDA, except as may be specifically agreed to in a subsequent writing executed with the same formalities
    as this JDA.
	 	 	 
	 	11.5.	Force
    Majeure. No PARTY will be responsible for delays or failures to perform resulting from events beyond its control but will
    have a responsibility to mitigate any damage which might arise as a result of any such event. Such events will include, but
    not be limited to: acts of nature, epidemics; fire; government restrictions or other government acts; insurrection; power
    failures; strike, union disturbance, or other labor problems; riots; terrorism or threats of terrorism; or war (whether or
    not declared); earthquakes, floods, or other disasters. Upon the occurrence of any event of the type referred to in this Paragraph
    11.5, the affected PARTY will give prompt written notice to the other PARTY, together with a description of the event and
    the duration for which the affected PARTY expects its ability to comply with the provisions of this JDA to be affected. The
    affected PARTY will devote its commercially reasonable efforts to remedy to the extent possible the condition giving rise
    to the failure event and to resume performance of its obligations under this JDA as promptly as possible.
	 	 	 
	 	11.6.	Headings.
    The headings or titles of Articles, Sections, Paragraphs, or Schedules appearing in this JDA are provided for convenience
    and are not to be used in construing this JDA. All references to Articles, Paragraphs, Sections and/or Schedules will be to
    Articles, Paragraphs, Sections, and/or Schedules of this JDA, unless specifically noted otherwise. Reference to an “Article,”
    “Section,” or “Paragraph” includes the referenced Article, Section or Paragraph, and all sub-sections
    and sub-paragraphs included within the referenced Article, Section or Paragraph.


 




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	 	11.7.	Joint
    Research Agreement Statement for US Patent Prosecution. A PARTY desiring to invoke 35 USC §103(c)(2) and post American
    Invents Act 35 USC §102(c) during the PROSECUTION of PATENT RIGHTS, will be permitted to disclose the existence of this
    JDA and the names of the PARTIES thereto, and to make the statement required by 37 CFR §1.104(c)(4)(iii) on the record
    during PROSECUTION. Despite the foregoing, neither PARTY will be obligated to execute documents necessary for invoking 35
    USC §103(c)(2) and post American Invents Act 35 USC §102(c). 
	 	 	 
	 	11.8.	No
    Other Rights Granted. Except as may be expressly set forth in this JDA, no PARTY grants, by implication, estoppel, or
    otherwise, any assignment, license or other rights in any of its or its AFFILIATES’ IP or CONFIDENTIAL INFORMATION to
    the other PARTY or its AFFILIATES. 
	 	 	 
	 	11.9.	No
    Third Party Beneficiaries. Despite anything in this JDA to the contrary, nothing in this JDA, expressed or implied, is
    intended to confer on any person or entity other than the PARTIES or their respective permitted successors and assigns, any
    rights, remedies, obligations or liabilities under or by reason of this JDA.
	 	 	 
	 	11.10.	No
    Waiver. No omission or delay by either PARTY at any time to enforce any right or remedy reserved to it, or to require
    performance of any of the terms, covenants, or provisions of this JDA by another PARTY at any time designated, will be a waiver
    of any such right or remedy to which such PARTY is entitled, nor will it in any way affect the right of such PARTY to enforce
    such provisions thereafter.
	 	 	 
	 	11.11.	Non-assignability.
    This JDA will be binding upon and inure to the benefit of the respective PARTIES and successors or assigns of all or substantially
    all of the relevant business or assets of either PARTY to which this JDA relates (whether by merger, consolidation, stock
    purchase, asset purchase or otherwise), and will otherwise be nontransferable and non-assignable to THIRD PARTIES without
    the prior express written consent of the other PARTY; provided, however, CCF may assign its reserved rights under Paragraph
    6.4 to any academic, government, or not-for-profit institution without COMPANY’s consent. 
	 	 	 
	 	11.12.	Notices.
    All notices under this JDA will be sent to the respective PARTIES at the following addresses (or such other addresses
    as a PARTY designates to the other PARTY by written notice) by certified or registered mail, or sent by a nationally recognized
    overnight courier service; and will be deemed to have been given one day after being sent:


 


	 	If
    to CCF: 	The
    Cleveland Clinic Foundation
	 	 	9500
    Euclid Avenue
	 	 	Cleveland,
    OH 44195
	 	 	Attn:
    CCF Innovations (Mail code: GCIC10)
	 	 	email:
    giordat@ccf.org 
	 	 	With
    copy to: ccilicense@ccf.org 


 


	 	with
    a copy to: 	Law
    Department - (Mail Code: AC321)
	 	 	Attn:
    Research Contracts (Innovations)
	 	 	The
    Cleveland Clinic Foundation
	 	 	3050
    Science Park Drive
	 	 	Beachwood,
    OH 44122
	 	 	Attn:
    Chief Legal Counsel, CC Innovations
	 	 	Email:
    legalcontracts@ccf.org
	 	 	With
    copy to: cicarej@ccf.org


 


	 	 Payments
    to:	***


 




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	 	If
    to COMPANY:	Anixa
    Biosciences, Inc.
	 	 	3150
    Almaden Expressway, Suite 250
	 	 	San
    Jose, CA 95118
	 	 	Attention:
    Amit Kumar, CEO
	 	 	Email:
    ak@anixa.com


 


	 	11.13.	Partial
    Invalidity. If any covenant, condition or other provision of this JDA is held invalid, void or illegal by any court of
    competent jurisdiction, then the same will be deemed severable from the remainder of the subject agreement and will in no
    way affect, impair or invalidate any other covenant, condition or provision, and will be deemed replaced by a provision which
    comes closest to such unenforceable provision in language and intent, without being invalid, void or illegal.
	 	 	 
	 	11.14.	Use
    of Name and Press Releases. Neither PARTY shall use the name, logo, likeness, trademarks, or image of the other PARTY
    for advertising, marketing, endorsement or any other purposes without the specific prior written consent of an authorized
    representative of the other PARTY as to each such use. Neither PARTY shall make any public announcements, make any public
    statements, issue any press releases or otherwise communicate with any news media in respect of this JDA or the transactions
    contemplated hereby without the specific prior written consent of an authorized representative of the other PARTY. COMPANY
    shall not be required to attain consent under this Paragraph 11.14 for use that, based on the written legal opinion of COMPANY’s
    legal counsel, is required pursuant to applicable law or regulation, including COMPANY’s obligations under disclosure
    rules of the Securities and Exchange Commission (SEC). CCF’s specific prior written consent to one use shall apply only
    to other uses of substantially similar form and content (e.g. various iterations of investor presentations) but not to any
    other uses. Notwithstanding anything to the contrary contained herein, CCF shall have the right to withdraw any consent previously
    provided (e.g., if CCF has previously consented to COMPANY’s use of CCF’s name and logo on COMPANY’s website
    or in investor presentations). For clarity, this Paragraph 11.14 shall not restrict COMPANY (or its AFFILIATES or sublicensees)
    from publicly disclosing information regarding the status of the development, or manufacture or commercialization of any PRODUCT,
    provided that any such disclosure does not use the name, logo, likeness, trademark or image of CCF. 
	 	 	 
	 	11.15.	Export
    Control. It is understood that CCF is subject to United States laws and regulations controlling the export of technical
    data, computer software, laboratory prototypes, and other commodities and that its obligations hereunder are contingent on
    compliance with applicable United States export laws and regulations. It is the expectation of CCF that the work done pursuant
    to this JDA will constitute fundamental research under the applicable export control laws and regulations. CCF does not wish
    to take receipt of export-controlled information except as may be knowingly and expressly agreed to in writing signed by an
    authorized representative of CCF and for which CCF has made specific arrangements. COMPANY acknowledges that CCF has foreign
    nationals on CCF’s campus who may have access to technical data, computer software, laboratory prototypes, and other
    commodities associated with this JDA. COMPANY agrees that it will not provide or make accessible to CCF any non-EAR 99 materials
    (including, without limitation, equipment, information and/or data) without first informing CCF of the export-controlled nature
    of the materials and obtaining from CCF’s RESEARCH OFFICE its prior written consent to accept such materials as well
    as any specific instructions regarding the mechanism pursuant to which such materials should be passed to CCF. COMPANY agrees
    to comply with any and all applicable U.S. export control laws and regulations, as well any and all embargoes and/or other
    restrictions imposed by the Treasury Department’s Office of Foreign Asset Controls.
	 	 	 
	 	11.16.	Relationship
    Between the PARTIES. Both PARTIES are independent contractors under this JDA. This JDA does not constitute making either
    PARTY the agent or legal representative of the other PARTY, for any purpose whatsoever. Neither PARTY is granted any right
    or authority to assume or to create any obligation or responsibility, expressed or implied, on behalf of or in the name of
    the other PARTY or to bind the other PARTY in any manner or thing whatsoever. No employment relationship, agency, joint venture
    or partnership between the PARTIES is intended nor will be inferred. Neither PARTY’s employees will represent themselves
    as being representatives of or otherwise employed by the other PARTY.
	 	 	 
	 	11.17.	Mutual
    Drafting. Each PARTY hereby represents that it has been, or has had the opportunity to be, represented by legal counsel
    of its choice in connection with the negotiation and execution of this JDA. This JDA shall be construed as if drafted jointly
    by the PARTIES hereto and no presumption or burden of proof shall arise favoring or disfavoring any PARTY by virtue of the
    authorship of any provision of this JDA.


 





 




    	16



     


    

 


Redactions
with respect to certain portions hereof denoted with “***”


 


IN
WITNESS WHEREOF, the PARTIES, by their authorized representatives, have evidenced their consent to the terms provided herein by
signing below.


 


	The
    Cleveland Clinic Foundation	 	Anixa
    Biosciences, Inc.
	 	 	 
	/s/
    Steven C. Glass	 	/s/
    Amit Kumar
	Signature	 	Signature
	 	 	 
	Steven
    C. Glass	 	Amit
    Kumar
	Printed
    Name	 	Printed
    Name: Amit Kumar
	 	 	 
	Chief
    Financial Officer	 	CEO
	Title	 	Title:
    CEO
	 	 	 
	1/26/2021	 	1/21/21
	Date	 	Date


 




    	17



     


    

 


Schedule
A – WORK PLAN


 


[see
attached]


 




    	 



     


    

 


 


Statement
of Work for Licensing Agreement with Anixa


 


	1.	Apply
    to NCI for Performing the Ovarian Cancer Vaccine Preclinical Development


 


	 	The
    National Cancer Institute Division of Cancer Prevention has established a Cancer Preclinical Drug Development Program called
    PREVENT. The PREVENT program is a peer-reviewed agent development program designed to support preclinical development
    of innovative interventions and biomarkers for cancer prevention and interception towards clinical trials. All interested
    researchers with novel concepts are eligible to apply. PREVENT is not a grant program, but allocates NCI contract resources
    and expertise to generate data and materials, which are used by the applicants for further development. PREVENT’s
    current research priority areas include immunoprevention, chemoprevention, and clinically translatable biomarkers.
	 	 
	 	https://prevention.cancer.gov/major-programs/prevent-cancer-preclinical-drug-development-program
	 	 
	 	Submission
    deadlines to PREVENT occur twice per year on the second Monday in January and July. The next deadlines are January
    11, 2021 or July 12, 2021. Here are the Instructions for Applying. Here is the latest application template.


 


	 	Available
    Resources Provided by PREVENT


 


	 	●	In
    vitro and in vivo efficacy studies and preclinical pharmacology
	 	●	Various
    carcinogen-induced and genetically engineered animal models of cancer
	 	●	Identification
    and evaluation of intermediate biomarkers
	 	●	PK
    and PK/PD modeling to evaluate efficacy and optimize dosing regimen
	 	●	Characterization
    of immune responses to vaccines and immunomodulatory agents
	 	●	Formulation
    optimization for enhanced bioavailability and clinical usefulness
	 	●	Analytical
    method development for investigational agents in bulk form and in biological fluids and tissues
	 	●	Scale-up
    cGMP and non-cGMP production of an investigational agent
	 	●	Stability
    testing for bulk and formulated material
	 	●	Preclinical
    investigational new drug (IND)-directed GLP toxicology studies
	 	●	Regulatory
    support
	 	●	Other
    resources to support drug development


 


	2.	Data
    Needed for PREVENT Application


 


	 	The
    ID8 ovarian cancer mouse model is the preferred model at NCI for determining ovarian cancer prevention. We know that AMHR2-ED
    is expressed in ID8 tumors, but we need to generate the following data for our application:


 


	 	a.	Generate
    Publishable Quality Data Showing Expression of AMHR2-ED in ID8 Tumors
	 	b.	Determine
    Efficacy of Prophylactic AMHR2-ED Vaccination Using s.c. Inoculation of ID8
	 	c.	Determine
    Efficacy of Therapeutic AMHR2-ED Vaccination Using s.c. Inoculation of ID8
	 	d.	Determine
    Efficacy of Prophylactic AMHR2-ED Vaccination Using i.p. Inoculation of ID8
	 	e.	Determine
    Efficacy of Therapeutic AMHR2-ED Vaccination Using i.p. Inoculation of ID8
	 	f.	Determine
    Long-Term Expression of Serum Antibody Titers to AMHR2-ED


 


	3.	AMHR2-ED
    Vaccination Data to Be Generated Over the Next Two Years


 


	 	a.	Determine
    Compatibility of AMHR2-ED Vaccination and Anti PD-1/Anti-PD-L1 Treatment
	 	b.	Determine
    Compatibility of AMHR2-ED Vaccination and Lucitinab Treatment
	 	c.	Determine
    Compatibility of AMHR2-ED Vaccination and Anti-TIGIT Treatment
	 	d.	Determine
    Compatibility of AMHR2-ED Vaccination and Treatment with PARP Inhibitors
	 	e.	Determine
    Compatibility of AMHR2-ED Vaccination and Treatment with Cisplatin
	 	f.	Determine
    Expression of AMHR2-ED in Endometrial Cancer