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
10.1


 


MATERIAL
TRANSFER AND RESEARCH AGREEMENT


 


This
Material Transfer and Research Agreement (the “Agreement”) is made as of May 15, 2020, (“Effective Date”)
by and between AIM ImmunoTech, Inc. (“AIM”), located at 2117 SW Highway 484, Ocala, FL 34473, and University of Rochester
(“Rochester”), having a business address at the Office of Research & Project Administration 518 Hylan Building,
Box 270140, Rochester, NY 14627. AIM and Rochester shall be referred to individually as a “party” and together as
the “parties.”


 


WHEREAS,
Rochester may receive Confidential Information pertaining to AIM’s inventions and knowhow and wishes to receive samples
of AIM’s drug Ampligen® for the sole purposes of conducting the pre-clinical Research Project, and


 


WHEREAS,
AIM is willing to provide Confidential Information and Ampligen® to Rochester solely for purposes of conducting the Research
Project and in exchange for a potential non-exclusive license to resulting Intellectual Property from the Research Project, on
the following terms and conditions,


 


NOW
THEREFORE, in consideration of the premises and the mutual agreements and undertakings herein set forth, Rochester and AIM hereby
agree as follows:


 


1.       DEFINITIONS.
Whenever used in this Agreement, the following terms will have the following meanings:


 


1.1
“Confidential Information” means any confidential or proprietary information, knowledge, intellectual property, pre-clinical
and clinical information or data, technical and/or non-technical material or property, relating to RNA pharmaceutical products
and technologies, including but not limited to double-stranded RNA compounds and in particular the double-stranded RNA compound
trademarked Ampligen® provided under this Agreement. A party disclosing Confidential Information shall be a “Disclosing
Party” and a party receiving same shall be a “Receiving Party.”


 


1.2
The “Research Project,” described in the Exhibit section, and appended by reference, is to be conducted by Rochester
utilizing Ampligen® and is being funded by an entity independent of AIM.


 


1.3
The Principal Investigator means the person(s) responsible for the day-to-day supervision of the Research Project as identified
in Exhibit A.


 


2.       PROVIDING
OF MATERIAL, CONFIDENTIAL INFORMATION, AND PERFORMANCE OF THE RESEARCH PROJECT.


 


2.1
AIM shall provide to Rochester such Ampligen® as described in Exhibit(s) and which as may be reasonably requested by Rochester
from time to time for purposes of the Research Project and shall be used by Rochester solely for the purpose of conducting the
Research Project. The Ampligen® delivered pursuant to this Agreement shall not be sold, distributed or otherwise made available
by the Institution to any other party for any other purpose.


 


2.2
The parties shall provide to each other such Confidential Information as is reasonably necessary for purposes of the Research
Project.


 


2.3
The parties will utilize the Confidential Information exchanged solely for the purposes of conducting the Research Project.


 


2.4
Rochester will promptly and diligently pursue the Research Project in a scientific manner, documenting the work performed and
results achieved in pursuing the Research Project and disclose results of the Research Project to AIM as described in Article
5 herein.


 




    	 	1	 



     


    

 


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.


 


		3.	INTELLECTUAL
                                         PROPERTY.



 


3.1
Ownership of and title to all copyrights, 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 inventorship under U.S. patent law. Inventions made
solely by Rochester shall be owned solely by Rochester. Inventions made solely by AIM shall be owned solely by AIM. Inventions
made by both parties shall be owned jointly. Rochester hereby grants a non-exclusive, royalty free license to any Intellectual
Property developed under this Agreement to AIM for internal research and development uses only. The provisions of this Article
3 shall survive any termination or expiry of this Agreement.


 


Rochester
further grants to AIM an exclusive first option as well as a right of first refusal to an exclusive, world-wide license (with
the right to grant sub-licenses), to exploit the Intellectual Property. AIM may exercise its option with regard to such Intellectual
Property by providing Rochester with written notice within three (3) months after Rochester provides notice of such Intellectual
Property to AIM. Upon AIM’s exercise of the option within the three (3) months, AIM and Rochester will negotiate in good
faith in an attempt to reach a license agreement satisfactory to both parties, the negotiation period not to exceed six months.
If AIM does not exercise the option, or Rochester and AIM are unable to finalize terms of an exclusive license on commercially
reasonable terms, Rochester shall be free to grant a license, exclusive or non-exclusive to any other party.


 


		4.	CONFIDENTIALITY.



 


4.1
(a) The parties will employ the same degree of care to keep the Disclosing Party’s Confidential Information confidential
as they employ with respect to their own information of like importance, which shall not constitute less than a reasonable standard
of care, and will not use the Disclosing Party’s Confidential Information except for the express purposes of this Agreement
and will not disclose any Confidential Information received from the other party to any third party, including, but not limited
to, any third party investor, except to employees, staff, students and/or consultants who are entitled to know such Confidential
Information for the purposes of carrying out the object of this Agreement, and who the Receiving Party causes to comply with the
provisions of this Agreement. Nothing in this Agreement shall prevent a Disclosing Party from disclosing or using its own Confidential
Information as it deems appropriate.


 


(b)       The
Receiving Party will ensure that its employees, staff, students and/or consultants shall abide by the terms of this Agreement.


 


4.2
All Confidential Information shall remain the property of the Disclosing Party. Upon the written request of a Disclosing Party
or upon termination or expiration of this Agreement, all tangible Confidential Information received from the Disclosing Party
(including all copies thereof and samples) shall be promptly returned to the Disclosing Party; provided that the Receiving Party
may retain one (1) copy of such tangible Confidential Information in a secure location for purposes of identifying its obligations
under this Agreement.





 




    	 	2	 



     


    

 


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.


 


4.3
The obligations of confidentiality and non-use set forth in this Article 4 of this Agreement shall not apply to any portion of
the Confidential Information that:


 


	 	(a)	is
    or becomes public or available to the general public without being wrongfully obtained or through breach of Agreement or is
    developed independently of Confidential Information received from the Disclosing Party; or
	 	 	 
	 	(b)	was
    known to and evidenced by the Receiving Party’s reasonable records prepared prior to the date of this Agreement; or
	 	 	 
	 	(c)	is
    properly obtained by the Receiving Party from a third party with a valid legal right to disclose such Confidential Information
    and such third party is not under a confidentiality obligation to the Disclosing Party; or
	 	 	 
	 	(d)	is
    released by the Disclosing Party to a third party without restriction.


 


4.4
In the event that a Receiving Party is requested or required (by deposition, interrogatories, request for information or documents
in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Disclosing Party’s
Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of any such request or requirement
so the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of
this Confidentiality Agreement. If, in the absence of a protective order or other remedy or the receipt of a signed written waiver,
the Receiving Party or its representatives are nonetheless, in the written opinion of their counsel, legally compelled to disclose
Confidential Information to any governmental or regulatory body or else stand liable for contempt or suffer such other censure
or penalty, Receiving Party may, without liability hereunder, disclose to such body only that portion of the Confidential Information
the Receiving Party is legally required to be disclosed, provided that the Receiving Party exercised efforts to allow the Disclosing
Party to use its reasonable efforts to preserve the confidentiality of the Confidential Information.


 


4.5
Nothing in this Agreement shall be construed as giving a Receiving Party any right, title, interest in or ownership of the Confidential
Information.


 


4.6
The provisions of this Article 4 shall survive any termination or expiry of this Agreement, provided the Receiving Party’s
obligations of confidentiality and non-use with respect to the Disclosing Party’s Confidential Information shall terminate
five (5) years from the Effective Date of this Agreement.


 


		5.	DISCLOSURE



 


5.1
During the term of the Research Project, Rochester shall provide AIM on a bi-annual basis a summary of the results including efficacy
and safety data of the Research Project.


 


5.2
Notwithstanding anything to the contrary, this Agreement shall not be interpreted to prevent or delay publication of the Research
Project results. Rochester agrees to notify AIM within a reasonable period, not less than thirty (30) days, prior to the submission
for publication of the Research Project results or other disclosure of the results. AIM is entitled to review such proposed publication
or disclosure. Rochester agrees to delete from any such proposed publication or disclosure any Confidential Information disclosed
by AIM to Rochester, upon the reasonable request of AIM. AIM may request the reasonable delay of any such proposed publication
or disclosure for an additional thirty (30) day period in order to file or have filed any patent applications on any inventions
disclosed therein. Rochester agrees to provide appropriate acknowledgement of the source of the material received under this Agreement
in all publications.


 




    	 	3	 



     


    

 


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.


 


		6.	INDEMNIFICATION.



 


6.1
Indemnification. Except to the extent prohibited by law and/or to the extent caused by the negligence, gross negligence and/or
wilful misconduct of AIM, Rochester shall indemnify, defend and hold harmless AIM, its directors, officers, employees (collectively,
“AIM Indemnities”) against any third party claims, including reasonable attorney’s fees for defending those
claims (each, a “Claim”), to the extent a Claim arises out of improper use, storage, or disposal of the Confidential
Information and/or material received under this Agreement.


 


		7.	TERMINATION.



 


7.1
This Agreement shall terminate upon the earlier of (a) the completion of the Research Project, (b) the written agreement signed
by authorized representatives of the parties, or (c) three (3) years from the Effective Date.


 


		8.	LEGAL
                                         COMPLIANCE; AUTHORIZATION.



 


8.1
Legal Compliance. Each Party shall comply in all material respects with all U.S., federal and state laws and regulations
applicable to the conduct of its business pursuant to this Agreement.


 


		9.	FORCE
                                         MAJEURE.



 


9.1
Effects of Force Majeure. Neither Party shall be held liable or responsible for failure or delay in fulfilling or performing
any of its obligations under this Agreement in case such failure or delay is due to any condition beyond the reasonable control
of the affected Party including, but not limited to, acts of God, strikes, war, riot, earthquake, tornado, hurricane, fire, civil
disorder, explosion, flood, sabotage, governmental order relating to national defense requirements (a “Force Majeure Event”).
Such excuse shall continue as long as the Force Majeure Event continues, provided, however, that Rochester may cancel without
penalty any and all orders upon the occurrence of a Force Majeure Event. Upon cessation of such Force Majeure Event, such Party
shall promptly resume performance on all orders which have been terminated.


 


9.2
Notice of Force Majeure Event. In the event either Party is delayed or rendered unable to perform due to a Force Majeure
Event, the affected Party shall give notice thereof and its expected duration to the other party no later than five (5) days after
the occurrence of the Force Majeure Event. Upon notice of a Force Majeure Event, the obligations of the affected Party will be
suspended during the continuation of the Force Majeure Event. The affected Party shall take commercially reasonable steps to remedy
the Force Majeure Event with all reasonable discretion, but such obligation shall not require the settlement of strikes or labor
controversies on terms unfavourable to the affected Party.


 


		10.	MISCELLANEOUS.



 


10.1
Notices. All notices required or permitted to be given under this Agreement will be given in writing and will be effective
when either personally delivered (including delivery by Fedex or other courier), or when sent by facsimile, addressed as follows:


 


To:
University of Rochester


 


Steve
Dewhurst


Vice
Dean for Research


Professor
& Chair, Microbiology & Immunology


School
of Medicine & Dentistry


University
of Rochester


Tel:
(585) 275 3216


stephen_dewhurst@urmc.rochester.edu


 


To
AIM ImmunoTech, Inc.:


 


604
Main Street


Riverton,
NJ 08077


Attn:
David R. Strayer, MD, CSO/CMO


Email:
David.Strayer@aimimmuno.com


 




    	 	4	 



     


    

 


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.


 


Or
such other address as either party may hereinafter specify by written notice to the other under this Section 10.1. Such notices
and communications will be deemed effective on the date of personal delivery or upon confirmed answer back by facsimile.


 


10.2
Entire Agreement; Amendment and Waivers. This Agreement, including all Exhibits hereto, is the entire agreement between
Rochester and AIM with respect to the specific subject matter hereof and supersedes all prior agreements and understandings, oral
or written, with respect to such matters. This Agreement may not be modified, amended or terminated, nor may any term hereof be
waived, except by an instrument in writing, signed by authorized representatives of both Rochester and AIM.


 


10.3
Severability; Enforcement. If any provision of this Agreement, or the application thereof to any person, place, or circumstance,
is held by a court of competent jurisdiction to be invalid, unenforceable, or void, as written, in whole or in part, such provision
will be deemed to be amended to the extent necessary to be enforceable and applied by such court in the broadest possible manner,
consistent with enforceability, and the remainder of this Agreement and such provisions as applied to other persons, places, and
circumstances will remain in full force and effect.


 


10.4
Assignment; Binding Effect. This Agreement shall be binding upon and inure solely to the benefit of each party hereto,
and, as such, this Agreement may not be assigned, nor may any of the rights or obligations be delegated, without the prior approval
and express written consent of both parties.


 


10.5
Remedies. The parties agree that they will be entitled to seek injunctive relief against the other party in the event of
any breach of the confidentiality terms of this Agreement, in addition to any other relief (including damages) available under
this Agreement or under law.


 


10.6
Governing Law. (a) The validity, interpretation, enforceability, and performance of this Agreement will be governed by
and construed in accordance with the laws of New York without regard to the application of conflict laws.


 


(b)       Any
legal action or proceeding with respect to this Agreement may be brought in the courts of New York, and by execution and delivery
of this Agreement, the parties agree to the jurisdiction of those courts.


 


10.7
Counterparts. This Agreement may be executed in one, or more counterparts, each of which shall be deemed an original, and
all of which shall constitute one and the same Agreement.


 


10.8
Waiver. Neither Party’s waiver of any breach or failure to enforce any of the terms and conditions of this Agreement,
at any time, shall in any way affect, limit or waiver such Party’s right thereafter to enforce and compel strict compliance
with every term and condition of this Agreement.


 




    	 	5	 



     


    

 


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.


  


10.9
Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation.


 


10.10
Construction. This Agreement has been jointly prepared on the basis of the mutual understanding of the Parties and shall
not be constructed against either Party by reason of such party’s being the drafter hereof or thereof.


 


10.11
Exhibits, Schedules and Attachments. Any and all exhibits, schedules and attachments referred to herein form an integral
part of this Agreement and are incorporated into this Agreement by such reference.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.


 


	AIM
    IMMUNOTECH, INC.	 	 
	 	 	 	 
	By:
    	/s/
    Peter Rodino	 	Date:
    6/1/2020
	Name:
    	Peter
    Rodino	 	 
	Title:	General
    Counsel	 	 


  


	UNIVERSITY
    OF ROCHESTER	 	 
	 	 	 	 
	By:
    	/s/
    Anthony Beckman	 	Date:
    6/1/2020
	Name:
    	Anthony
    Beckman	 	 
	Title:	Associate
    Director, ORPA	 	 


 


Read
and Acknowledged:


 


I
have read the foregoing and, while not a party to this Agreement, I understand and will comply with the obligations stated herein.


 


	By:
    	/s/
    Stephen Dewhurst	 
	Name:	 Stephen
    Dewhurst, Ph.D.	 
	Title:
    	Professor	 
	 	Vice
    Dean for Research	 
	 	 	 
	Date:
    	6/1/2020	 


 




    	 	6	 



     


    

 


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


Research
Project


 


***


 


The
detailed protocol design will be sent to AIM for review and comment prior to the start of the laboratory experiments with Ampligen.


 




    	 	7