EXPLANATORY
NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT


THAT
HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND


(II)
WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.


 


EXHIBIT
10.2


 


	Specialized
    Services Agreement
	USU	Sponsor
	Name:
        Utah State University

        Sponsored
        Programs

        Office
        of Research and Graduate Studies

        1415
        Old Main Hill

        Logan,
        UT 84322-1415

        Attn:
        Devin Hansen

        Email:
        devin.hansen@usu.edu

        Phone:
        (435) 797-9153

        Fax:
        (435) 797-3543
	SPONSOR:
        Dave Strayer

        Company
        Name: AIM ImmunoTech, Inc.

        Address:
        2117 SW Highway 484

        Ocala,
        FL 34473

        Email
        David.Strayer@AIMimmuno.com

        Phone:

	Make
        checks payable to: 

        Utah
        State University

        Institute
        for Antiviral Research

        5600
        Old Main Hill 

        Logan,
        UT 84322-5600

        Attn:
        Therese Tarbet
	Send
        Invoice To: (If different than above)

        Name:

        Address:

	Specialized
        Services Requested:  (See attached Exhibit A)

         



 


THIS
AGREEMENT is entered into on __23 June 2020__ by and between __ Dave Strayer, AIM ImmunoTech Inc. _ (Sponsor) having its principal
place of business as detailed above, and Utah State University (USU), a state institution of higher education.


 


WHEREAS,
Sponsor desires the specialized services the USU Institute for Antiviral Research has developed, and WHEREAS USU provides specialized
services to both public and private entities for the public’s benefit, and in fulfillment of its role as a Land Grant University,
THEREFORE, under the direction of Dr. Jonna Westover (“Principal Investigator”), the Parties agree as follows:


 


1)       Scope
of Work – USU shall provide the Services identified in the attached Exhibit A.


 


2)       Payment
for Services - Sponsor agrees to pay the fixed price amount shown in Exhibit A to USU for performance of the Services,
and in accordance with the terms, rates, and descriptions found in Exhibit A. Sponsor understands that USU may use these funds
to purchase materials and/or capital equipment in furtherance of USU’s research capabilities.


 


3)       Scheduling
Services - The scheduling of such Services shall be arranged to avoid conflict with USU’s educational and research programs.
USU shall control the scheduling of such Services, but will use reasonable efforts to meet the mutually agreed upon written schedule
of delivery.


 


4)       Term
– This Agreement shall be in effect from the date first written herein until 1 year from above date.


 


5)       Reports
- USU shall provide Sponsor with a written report regarding the data obtained in the course of said Services upon the completion
of the Services.


 


6)       Confidentiality
–“Confidential Information” shall mean any Sponsor-provided materials, written information, and data marked
“Confidential,” or non-written information and data disclosed which is identified at the time of disclosure as confidential
by Sponsor. USU hereby agrees to use the same reasonable care it uses to protect its own confidential information to maintain
as confidential any data provided by Sponsor, and will not disclose or publish Sponsor’s Confidential Information without
Sponsor’s express, prior written permission. USU’s obligations hereunder do not apply to information in the public
domain through no act or failure to act of USU, or independently known or obtained by USU prior to disclosure by Sponsor. USU
will use reasonable efforts to limit use and access to any Confidential Information provided by Sponsor to only those USU employees
and faculty performing Services. As an entity of the State of Utah, USU is subject the Government Records Access and Management
Act (“GRAMA”), making it subject to rulings of courts that may prompt the disclosure of certain protected documents.
A disclosure required by the courts will not be in violation of this section.


 






     


     


    









 


EXPLANATORY
NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT


THAT
HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND


(II)
WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED


 











7)       Publication
– USU reserves the right to publish, or permit to be published by USU personnel, any results or conclusions of Services,
to the extent any such results or conclusions do not disclose Sponsor Confidential Information. To prevent unauthorized disclosure
or exploitations of Sponsor Confidential Information, USU shall provide Sponsor with a copy of any proposed publication resulting
from Services at least thirty (30) days prior to submission for publication. If, during that time, USU receives written notification
from Sponsor that the proposed publication includes Confidential Information, USU will delay such publication for an additional
thirty (30) days to give Sponsor time to address concerns. If Sponsor determines that Confidential Information is included in
the proposed publication, USU will, at Sponsor’s written request, remove such Confidential Information prior to submission
for publication. AIM also has the right to jointly co-publish with the Utah State authors based on the data.


 


8)       Intellectual
Property – USU’s intellectual property rights are limited to discoveries made by USU during the Services identified
under Exhibit A, including laboratory methodologies or techniques developed or used in the performance of Services, and any data
from experiments or tests not involving Sponsor-provided materials (controls, generic materials, or samples), including control
data that is reported to Sponsor. USU reserves all rights title and interest to new or existing methodologies, procedures, and
processes used by USU to complete Services, except to the extent such improvements, modifications or enhancements include, incorporate,
reference or access Sponsor-provided materials and/or Confidential Information (“Sponsored IP”); in which case such
rights, title and interest to Sponsored IP will vest with Sponsor. Ownership of and title to all trademarks, patents and other
intellectual property rights in all inventions, discoveries, and other intellectual property (all herein “Intellectual Property”)
which are made, conceived, reduced to practice, generated by or arise out of the Research Project under this Agreement shall follow
the inventorship under U.S. patent law.


 


9)       Publicity
- Neither party will use the name of the other party in any publicity, advertising, or news release without the prior written
approval of the authorized representative of the other party. This includes reference to USU or Sponsor’s names, internal
organizations (departments, institutes, subsidiaries, etc.), or individual employees.


 


10)       Termination
- Either party may terminate this Agreement upon thirty (30) days prior written notice to the other. All reasonable costs
and non-cancelable obligations incurred by USU at the time of said termination shall be reimbursed by Sponsor. At the request
of Sponsor, all unused Sponsor-provided materials at the time of termination shall either be destroyed by USU, or returned to
Sponsor, at Sponsor’s direction and discretion.


 


11)       University
Status – Each party shall be deemed to be an independent contractor and neither party will have the power or authority
to bind or obligate the other party. USU will not subcontract or assigns its duties, obligations or the Services hereunder without
Sponsor’s prior written permission. USU will be fully responsible for any subcontractor’s performance of Services.


 


12)       Warranties
and Indemnity – USU RESEARCH SERVICES ARE DELIVERED “AS IS.” USU MAKES NO REPRESENTATIONS REGARDING ITS
QUALITY OR PERFORMANCE WHEN USED BY SPONSOR. USU EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Sponsor agrees to indemnify and hold harmless
USU against any claims and costs (including counsel fees) arising out of Sponsor’s commercial sale or distribution of products
or processes developed under this Agreement to the extent of Sponsor’s negligence or willful misconduct, except to the extent
of USU’s negligence or willful misconduct.


 


13)       Export
Control - USU will not accept export-controlled materials or technical information under this agreement. Sponsor warrants
that materials and technical information provided to USU are not subject to U.S. Export Control laws.


 


14)       Governing
Law - This Agreement shall be governed and construed in accordance with the laws of the State of Utah.


 


15)       Entire
Agreement - This Agreement contains the entire and only agreement between the parties respecting the subject matter hereof
and supersedes or cancels all previous negotiations, agreements, commitments and writings between the parties on the subject of
this Agreement. Should processing of this Agreement require issuance of a purchase Agreement or other contractual document, all
terms and conditions of said document are hereby deleted in entirety. This Agreement may not be amended in any manner except by
an instrument in writing signed by the duly authorized representatives of each of the parties hereto.


 





	By
    an Authorized Official of Utah State University 	 	By
    an Authorized Official of Sponsor
	 	 	 	 	 	 	 
	/s/
    Devin Hansen  	 	06/23/2020	 	/s/
    Peter Rodino	 	06/23/2020
	Devin
    Hansen	 	Date	 	Name:
     Peter Rodino	 	Date
	Contract
    Administrator	 	 	 	Title:
    General Counsel	 	 


 






     


     


    

 







EXPLANATORY
NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT


THAT
HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND


(II)
WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.


 


EXHIBIT
A


 


***