Exhibit
10.12


 


PUBLIC
HEALTH SERVICE


 


PATENT
LICENSE AGREEMENT – EXCLUSIVE EVALUATION OPTION LICENSE


 


This
Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”)
Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for
Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are
agencies of the PHS within the Department of Health and Human Services (“HHS”).


 


This
Cover Page identifies the Parties to this Agreement:


 


The
U.S. Department of Health and Human Services, as represented by


 


National
Cancer Institute


 


an
Institute or Center (hereinafter referred to as the “IC”) of the


 


NIH


 


and


 


Connectyx
Technologies Holdings Group


 


hereinafter
referred to as the “Licensee”,


 


having
offices at 1825 NW Corporate Boulevard, Suite 110, Boco Raton, FL 33431,


 


created
and operating under the laws of Florida.


 


Tax
ID No.: 26-1412177


 


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For
the IC internal use only:


 


License
Number:


 


License
Application Number: A-449-2020


 


Serial
Number(s) of Licensed Patent(s) or Patent Application(s):


 


HHS
Ref. No. E-221-2015-0


 


Entitled:
“ANTIBODY - DRUG CONJUGATES FOR TARGETING CD56 - POSITIVE TUMORS”


 


Inventors:
Dimiter S. Dimitrov, Yang Feng, and Zhongyu Zhu (NCI), and John M. Maris, Robyn Tovah Sussman (Children’s Hospital of Philadelphia
“CHOP”).


 


		I.	U.S.
                                            Provisional Patent Application No. 62/119,707 filed July 31, 2015. HHS Ref No. E-221-2015-0-US-01



 


		II.	PCT
                                            Application No. PCT/US2016/044777 filed 07/29/2016. HHS Ref. No. E-221-2015-0-PCT-02



 


		III.	US
                                            Patent No. 10,548,987 issued February 02, 2020 (Patent Application No. 15/747,620 filed January
                                            25, 2018). HHS Ref. No. E-221-2015-0-US-03.



 


Cooperative
Research and Development Agreement (CRADA) Number (if a subject invention): NA


 


Additional
Remarks:


 


Public
Benefit(s): Development of an anti-CD56 antibody drug conjugate for the treatment of glioblastoma.


 


This
Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement,
a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties),
Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Royalty Payment Option), and Appendix
G (Shipping Information).


 



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The
IC and the Licensee agree as follows:


 


	1.	BACKGROUND



 


		1.1	In
                                            the course of conducting biomedical and behavioral research, the IC investigators
                                            made inventions that may have commercial applicability.



 


		1.2	By
                                            assignment of rights from IC employees and other inventors, HHS, on behalf
                                            of the Government, owns intellectual property rights claimed in any United States
                                            or foreign patent applications or patents corresponding to the assigned inventions. HHS
                                            also owns any tangible embodiments of these inventions actually reduced to practice by
                                            the IC.



 


		1.3	The
                                            Secretary of HHS has delegated to the IC the authority to enter into this Agreement
                                            for the licensing of rights to these inventions.



 


		1.4	The
                                            IC desires to transfer these inventions to the private sector through commercialization
                                            licenses to facilitate the commercial development of products and processes for public use
                                            and benefit.



 


		1.5	The
                                            Licensee desires to acquire commercialization rights to certain of these inventions
                                            in order to develop processes, methods, or marketable products for public use and benefit.



 


	2.	DEFINITIONS



 


		2.1	“Affiliate(s)”
                                            means a corporation or other business entity, which directly or indirectly is controlled
                                            by or controls, or is under common control with the Licensee. For this purpose, the
                                            term “control” shall mean ownership of more than fifty percent (50%) of the voting
                                            stock or other ownership interest of the corporation or other business entity, or the power
                                            to elect or appoint more than fifty percent (50%) of the members of the governing body of
                                            the corporation or other business entity.



 


		2.2	“Benchmarks”
                                            mean the performance milestones that are set forth in Appendix D.



 


		2.3	“Commercial
                                            Evaluation Plan” means the written evaluation plan attached as Appendix E, submitted
                                            to the IC by the Licensee that describes plans for initial development of the
                                            Licensed Products or Licensed Processes within the scope of the Licensed
                                            Patent Rights and the Licensed Field(s) of Use under the terms of this Agreement.



 


		2.4	“Commercial
                                            Development Plan” means a written commercialization plan, to be submitted to the
                                            IC upon Licensee’s exercise of the option under the terms of this Agreement,
                                            that describes plans for complete development and achievement of “practical application”,
                                            as defined in 35 U.S.C, § 201(f), of subject matter relevant to the Licensed Patent
                                            Rights.



 


		2.5	“Commercial
                                            Purpose” means the sale, lease, license, distribution in lieu of purchase, or any
                                            other transfer of the Licensed Products, excluding transfers to contractors or non-profit
                                            collaborators for internal evaluation or internal research. Commercial Purpose shall
                                            also include uses of the Licensed Products to perform contract research, to screen
                                            libraries, to produce or manufacture products for general sale, or to conduct activities
                                            that result in any direct or indirect sale, lease, license, or transfer of the Licensed
                                            Products.



 


		2.6	“CRADA”
                                            means a Cooperative Research and Development Agreement.



 



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		2.7	“Effective
                                            Date” means the date when the last party to sign has executed this Agreement.



 


		2.8	“Extraordinary
                                            Expenditures” means expenses arising from actions beyond the norms of typical preparation,
                                            filing, and prosecution of the Licensed Patent Rights, including, without limitation,
                                            interferences, reexaminations, reissues, oppositions, and defense.



 


		2.9	“FDA”
                                            means the Food and Drug Administration.



 


		2.10	“Government”
                                            means the Government of the United States of America.



 


		2.11	“Licensed
                                            Fields of Use” means the fields of use identified in Appendix B.



 


		2.12	“Licensed
                                            Patent Rights” shall mean:



 


	 	(a)	Patent
    applications (including provisional patent applications and PCT patent applications) or patents listed in Appendix A, all divisions
    and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues,
    reexaminations, and extensions of these patents;
	 	 	 
	 	(b)	to
    the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.12(a):


 


	 	(i)	continuations-in-part
    of 2.12(a);
	 	 	 
	 	(ii)	all
    divisions and continuations of these continuations-in-part;
	 	 	 
	 	(iii)	all
    patents issuing from these continuations-in-part, divisions, and continuations;
	 	 	 
	 	(iv)	priority
    patent application(s) of 2.12(a); and
	 	 	 
	 	(v)	any
    reissues, reexaminations, and extensions of these patents;


 


	 	(c)	to
    the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.12(a): all counterpart
    foreign and U.S. patent applications and patents to 2.12(a) and 2.12(b), including those listed in Appendix A; and
	 	 	 
	 	(d)	Licensed
    Patent Rights shall not include 2.12(b) or 2.12(c) to the extent that they contain one or more claims directed to new
    matter which is not the subject matter disclosed in 2.12(a).


 


		2.13	“Licensed
                                            Processes” means processes which, in the course of being practiced, would be within
                                            the scope of one or more claims of the Licensed Patent Rights that have not been held
                                            unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court
                                            of competent jurisdiction.



 


		2.14	“Licensed
                                            Products” means tangible materials which, in the course of manufacture, use, sale,
                                            or importation, would be within the scope of one or more claims of the Licensed Patent
                                            Rights that have not been held unpatentable, invalid or unenforceable by an unappealed
                                            or unappealable judgment of a court of competent jurisdiction.



 


		2.15	“Licensed
                                            Territory” means the geographical area identified in Appendix B.



 


		2.16	“Materials”
                                            means tangible materials provided to the Licensee by IC, as available,
                                            including all progeny, subclones and unmodified derivatives thereof, if applicable,
                                            as described in Appendix A.



 


		2.17	“Net
                                            Sales” means the total gross receipts for sales of Licensed Products or
                                            practice of Licensed Processes by or on behalf of the Licensee or its sublicensees,
                                            and from leasing, renting, or otherwise making the Licensed Products available to
                                            others without sale or other dispositions, whether invoiced or not, less returns and allowances,
                                            packing costs, insurance costs, freight out, taxes or excise duties imposed on the transaction
                                            (if separately invoiced), and wholesaler and cash discounts in amounts customary in the trade
                                            to the extent actually granted. No deductions shall be made for commissions paid to individuals,
                                            whether they are with independent sales agencies or regularly employed by the Licensee,
                                            or sublicensees, and on its payroll, or for the cost of collections.



 


		2.18	“Practical
                                            Application” means to manufacture in the case of a composition or product, to practice
                                            in the case of a process or method, or to operate in the case of a machine or system; and
                                            in each case, under these conditions as to establish that the invention is being utilized
                                            and that its benefits are to the extent permitted by law or Government regulations
                                            available to the public on reasonable terms.



 


		2.19	“Research
                                            License” means a nontransferable, nonexclusive license to make and to use the Licensed
                                            Products or the Licensed Processes as defined by the Licensed Patent Rights
                                            for purposes of research and not for purposes of commercial manufacture or distribution
                                            or in lieu of purchase.



 



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		2.20	“Third
                                            Party Contractor(s)” means a third-party organization, acting with, on behalf and
                                            for the benefit of Licensee limited to the development of the Licensed Products
                                            for consideration. 


 






	3.	GRANT
                                            OF RIGHTS



 


		3.1	The
                                            IC hereby grants to the Licensee an exclusive evaluation license, for evaluation
                                            purposes only, to make and use, but not to sell, the Materials or Licensed
                                            Products or inventions within the scope of the Licensed Patent Rights within the
                                            Licensed Fields of Use and in the Licensed Territory, and to practice Licensed
                                            Processes within the Licensed Fields of Use and in the Licensed Territory.
                                            The rights provided herein are provided for the evaluation of commercial applications only
                                            and not for a Commercial Purpose.



 


		3.2	The
                                            Licensee is entitled to transfer Materials to Third-Party Contractor(s)
                                            and to authorize its Third-Party Contractor(s) to make, have made and to use,
                                            but not to sell Materials and Licensed Products on Licensee’s
                                            behalf solely in the Licensed Fields of Use and in the Licensed Territory.
                                            Licensee shall ensure that such Third-Party Contractors comply with the terms
                                            and obligations of this Agreement with respect to their use of the Materials and/or
                                            the Licensed Products.



 


		3.3	To
                                            exercise the exclusive option, Licensee must submit a written notice to the IC
                                            one (1) month prior to the termination or expiration of this Agreement. The written
                                            notice must include an updated License Application and a Commercial Development Plan and
                                            will initiate a negotiation period that expires three (3) months after the exercise of the
                                            option. In the absence of Licensee’s exercise of the option to an exclusive
                                            license, the IC will be free to license the Licensed Patent Rights within or
                                            outside the Licensed Fields of Use to others. These time periods may be extended at
                                            the sole discretion of IC upon written request and a showing of good cause by Licensee.
                                            Licensee agrees that the continued use of the Materials, Licensed Products,
                                            or Licensed Patent Rights after expiration or termination of this Agreement
                                            will occur only pursuant to a separate license agreement. The continued use of the Materials,
                                            Licensed Products, or Licensed Patent Rights after expiration or termination
                                            of this Agreement without the exercise of the exclusive option or the execution of
                                            a separate license agreement granting such rights will be considered a material breach of
                                            this Agreement.



 


		3.4	For
                                            the avoidance of doubt, the Licensed Fields of Use provided in this Agreement
                                            is only applicable for the Exclusive Evaluation Option License. The licensed field of use
                                            for any subsequent Exclusive Commercial Patent License Agreement shall be commensurate in
                                            scope with the Commercial Development Plan provided at the time of negotiation of
                                            any such license and subject to IC’s review and approval, and the Licensee
                                            acknowledges that it may be narrowed for the subsequent Exclusive Commcercial Patent
                                            License Agreement.



 


		3.5	This
                                            Agreement confers no license or rights by implication, estoppel, or otherwise under
                                            any patent applications or patents of the IC other than the Licensed Patent Rights
                                            regardless of whether these patents are dominant or subordinate to the Licensed Patent
                                            Rights.



 


		3.6	The
                                            Licensee represents that it and Third Party Contractor(s) have the facilities,
                                            personnel, and expertise to evaluate the commercial applications of the Materials, Licensed
                                            Products, Licensed Processes, or inventions within the scope of the Licensed
                                            Patent Rights within the Licensed Fields of Use as outlined in the Commercial
                                            Evaluation Plan.



 


	4.	SUBLICENSING



 


		4.1	Under
                                            this Agreement, sublicensing is not permitted.



 


		5.	STATUTORY
                                            AND NIH REQUIREMENTS AND RESERVED GOVERNMENT RIGHTS



 


		5.1	The
                                            IC reserves on behalf of the Government an irrevocable, nonexclusive, nontransferable,
                                            royalty-free license for the practice of all inventions licensed under the Licensed Patent
                                            Rights throughout the world by or on behalf of the Government and on behalf of
                                            any foreign government or international organization pursuant to any existing or future treaty
                                            or agreement to which the Government is a signatory.



 


		5.2	The
                                            Licensee acknowledges that the IC may enter into future CRADAs under
                                            the Federal Technology Transfer Act of 1986 that relate to the subject matter of this
                                            Agreement. The Licensee agrees not to unreasonably deny requests for a Research
                                            License from future collaborators with the IC when acquiring these rights is necessary
                                            in order to make a CRADA project feasible. The Licensee may request an opportunity
                                            to join as a party to the proposed CRADA.



 



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		5.3	The
                                            IC reserves the right to grant Research Licenses directly or to require the
                                            Licensee to grant Research Licenses on reasonable terms. The purpose of these
                                            Research Licenses is to encourage basic research, whether conducted at an academic
                                            or corporate facility. To safeguard the Licensed Patent Rights, however, the IC
                                            shall consult with the Licensee before granting to commercial entities a Research
                                            License or providing to them research samples of materials made through the Licensed
                                            Processes.



 


		5.4	If
                                            Licensee executes an exclusive or non-exclusive commercialization license after the
                                            expiration of this Agreement, as per in Paragraph 3.3, Licensee agrees that
                                            products used or sold in the United States embodying the Licensed Products or produced
                                            through use of the Licensed Processes shall be manufactured substantially in the United
                                            States, unless a written waiver is obtained in advance from the IC.



 


		6.	ROYALTIES
                                            AND REIMBURSEMENT



 


		6.1	In
                                            consideration of the grant in Paragraph 3.1, the Licensee agrees to pay the IC
                                            a non-creditable, non-refundable, license issue royalty as set forth in Appendix C within
                                            sixty (60) days of the Effective Date of this Agreement, and a second non-creditable,
                                            non-refundable, patent reimbursement royalty on the one-year anniversary of the Effective
                                            Date of this Agreement. These royalties shall be paid in U.S. dollars in accordance
                                            with the payment schedule listed in Appendix C. For conversion of foreign currency to U.S.
                                            dollars, the conversion rate shall be the New York foreign exchange rate quoted in The
                                            Wall Street Journal on the day that the payment is due. Any loss of exchange, value,
                                            taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be
                                            paid entirely by the Licensee.



 


		6.2	As
                                            described below in Paragraph 7.2, when the IC has approved Licensee’s
                                            request for additional patent filings or additional prosecution actions beyond those taken
                                            by the IC, the Licensee shall be wholly responsible to the law firm employed
                                            by the IC for direct payment of all expenses resulting from such approved requests.
                                            In this event, the IC and not the Licensee shall be the client of the law firm,
                                            and the Licensee acknowledges that the IC will not provide privileged attorney-client
                                            communications or work product to the Licensee.



 


	7.	PATENT
                                            FILING, PROSECUTION, AND MAINTENANCE



 


		7.1	Except
                                            as otherwise provided in this Article 7, the IC agrees to take responsibility for
                                            the prosecution and maintenance of the patent applications or patents listed in Appendix
                                            A, which are the Licensed Patent Rights on the Effective Date of this Agreement.
                                            If the IC anticipates the possibility of any Extraordinary Expenditures, the
                                            IC will send prior written notice to Licensee, and the IC will not be
                                            required to incur such Extraordinary Expenditures. At the IC’s sole option,
                                            the IC may elect to abandon the patent rights associated with such Extraordinary
                                            Expenditures. In such event, the Licensee may request that the IC incur
                                            such Extraordinary Expenditures at the Licensee’s expense, which shall
                                            require approval by IC. In addition, the Licensee may request further prosecution
                                            actions beyond those taken by the IC. Such actions shall be at the sole expense of
                                            the Licensee and shall require approval by the IC.



 


		7.2	The
                                            IC will not be required to prepare, file, prosecute, or maintain additional patents
                                            or patent applications outside of those listed in Appendix A. The Licensee may request
                                            filing of future, related patent applications beyond those listed in Appendix A, which shall
                                            require approval by IC and will not be unreasonably denied without cause. However,
                                            in this event, the Licensee shall render direct payment for all related expenses resulting
                                            from Licensee’s requests in the manner described above in Paragraph 6.2.



 



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		7.3	Each
                                            party shall promptly inform the other as to all matters that come to its attention that may
                                            affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights
                                            and any related patent applications or patents. The IC shall consult with the
                                            Licensee on the prosecution and maintenance of the Licensed Patent Rights,
                                            and permit Licensee to provide comments and suggestions with respect to the preparation,
                                            filing, prosecution, and maintenance of Licensed Patent Rights and related patent
                                            applications or patents, which shall be considered by the IC. The IC shall
                                            furnish copies of relevant patent-related documents to the Licensee upon request.



 


	8.	MATERIALS



 


		8.1	If
                                            IC Materials are provided under this Agreement, they shall be specified in
                                            Appendix A. Following receipt and verification of payment of the license issue royalty, as
                                            required by Paragraph 6.1 of this Agreement, IC shall provide the Licensee
                                            with samples of the Materials, as available, and to replace the Materials,
                                            as available, in the event of their unintentional destruction. For the avoidance of doubt,
                                            IC shall provide Materials to the Licensee solely at the Licensee’s
                                            expense as specified in Appendix G.



 


		8.2	The
                                            Licensee agrees to retain control over any Materials if provided, and the Licensed
                                            Products, and not to distribute them to third parties including Affiliate(s),
                                            but except Third Party Contractor(s) as provided in Paragraph 3.2 without the prior
                                            written consent of the IC.



 


	9.	REPORTS
                                            ON PROGRESS, BENCHMARKS, COMMERCIAL EVALUATION PLAN



 


		9.1	The
                                            Licensee shall provide written annual reports outlining results of its evaluation
                                            of the Licensed Patent Rights, the Licensed Products, Materials, and/or
                                            the Licensed Processes provided by this Agreement at the following times:



 


		(a)	by
                                            no later than thirty (30) days prior to the end of the first anniversary of the Effective
                                            Date of this Agreement; and



 


		(b)	within
                                            thirty (30) days following the second anniversary of the Effective Date of this Agreement,
                                            or termination of this Agreement, whichever occurs earlier.



 


		9.2	These
                                            reports shall describe Licensee’s efforts and progress in adhering to the Commercial
                                            Evaluation Plan for each of the Licensed Field(s) of Use. These reports shall
                                            also identify all Third-Party Contractor(s) who have received Materials or
                                            Licensed Products under this Agreement. The Licensee shall submit the
                                            report to the IC at the Mailing Address for Agreement notices indicated on
                                            the Signature Page.



 


		9.3	The
                                            Licensee’s annual written reports shall include, but not be limited to, a description
                                            of the Benchmarks achieved and described in Appendix D that occurred during the preceding
                                            calendar year:



 


		9.4	The
                                            Licensee agrees to provide sufficiently detailed information in these reports to allow
                                            the IC to reasonably evaluate Licensee’s performance and its reasonable
                                            commercial efforts, as defined in Paragraph 9.2, required under this Agreement. If
                                            requested, the Licensee agrees to provide any additional information reasonably required
                                            by the IC to evaluate the Licensee’s performance and its reasonable commercial
                                            efforts. The IC encourages these reports to include information on any of the Licensee’s
                                            public service activities that relate to the Licensed Patent Rights.



 


		9.5	All
                                            plans and reports required by this Article 10 and marked “confidential” by the
                                            Licensee shall, to the extent permitted by law, be treated by the NIH as commercial
                                            and financial information obtained from a person and as privileged and confidential, and
                                            any proposed disclosure of these records by the IC under the Freedom of Information
                                            Act (FOIA), 5 U.S.C. §552 shall be subject to the predisclosure notification
                                            requirements of 45 C.F.R. §5.65(d).



 



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	10.	LICENSEE
                                            PEFFORMANCE



 


		10.1	A
                                            Commercial Evaluation Plan for this Agreement is provided in Appendix E. Based
                                            on this Commercial Evaluation Plan, performance Benchmarks are determined as
                                            specified in Appendix D.



 


		10.2	The
                                            Licensee agrees to use reasonable commercial efforts to develop the Licensed Products
                                            and the Licensed Processes. The phrase “reasonable commercial efforts”
                                            for the purposes of this and subsequent Paragraphs shall include adherence to the Commercial
                                            Evaluation Plan in Appendix E and performance of the Benchmarks by the requisite
                                            deadlines in Appendix D.



 


		10.3	If
                                            the Licensee is in default in the performance of any material obligation under this
                                            Agreement, including but not limited to, adherence to the Commercial Evaluation
                                            Plan in Appendix E and/or performance of the Benchmarks by the requisite deadlines
                                            in Appendix D, Licensee shall provide the IC with written notice within thirty
                                            (30) days of the default. Upon written approval that shall not be unreasonably withheld by
                                            the IC, the Licensee may be permitted to remedy the default within sixty (60)
                                            days after the date of written notice. The IC may terminate this Agreement
                                            by written notice if the Licensee has not reasonably remedied the default within ninety
                                            (90) days after the date of Licensee’s default.



 


		10.4	The
                                            Licensee is encouraged to publish the results of its research projects using the Licensed
                                            Patent Rights, Licensed Processes, Licensed Products or the Materials.
                                            In all oral presentations or written publications concerning the Licensed Patent Rights,
                                            Licensed Processes, Licensed Products or the Materials, the Licensee
                                            shall acknowledge the contribution by the named inventors of the Licensed Patent Rights,
                                            Licensed Processes, Licensed Products or the Materials, unless requested
                                            otherwise by the IC or the named inventors.



 


	11.	INFRINGEMENT
                                            AND PATENT ENFORCEMENT



 


		11.1	The
                                            IC and the Licensee agree to notify each other promptly of each infringement
                                            or possible infringement of the Licensed Patent Rights, as well as, any facts which
                                            may affect the validity, scope, or enforceability of the Licensed Patent Rights of
                                            which either party becomes aware.



 


		11.2	Pursuant
                                            to this Agreement and the provisions of 35 U.S.C. Chapter 29, the Licensee
                                            may:



 


		(a)	bring
                                            suit in its own name, at its own expense, and on its own behalf for infringement of presumably
                                            valid claims in the Licensed Patent Rights;



 


		(b)	in
                                            any suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever
                                            nature recoverable for the infringement; or



 


		(c)	settle
                                            any claim or suit for infringement of the Licensed Patent Rights provided, however,
                                            that the IC and appropriate Government authorities shall have the first right
                                            to take such actions; and



 



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		(d)	if
                                            the Licensee desires to initiate a suit for patent infringement, the Licensee
                                            shall notify the IC in writing. If the IC does not notify the Licensee
                                            of its intent to pursue legal action within ninety (90) days, the Licensee shall be
                                            free to initiate suit. The IC shall have a continuing right to intervene in the suit.
                                            The Licensee shall take no action to compel the Government either to initiate
                                            or to join in any suit for patent infringement. The Licensee may request the Government
                                            to initiate or join in any suit if necessary to avoid dismissal of the suit. Should the
                                            Government be made a party to any suit, the Licensee shall reimburse the Government
                                            for any costs, expenses, or fees which the Government incurs as a result of the
                                            motion or other action, including all costs incurred by the Government in opposing
                                            the motion or other action. In all cases, the Licensee agrees to keep the IC
                                            reasonably apprised of the status and progress of any litigation. Before the Licensee
                                            commences an infringement action, the Licensee shall notify the IC and
                                            give careful consideration to the views of the IC and to any potential effects of
                                            the litigation on the public health in deciding whether to bring suit.



 


		11.3	In
                                            the event that a declaratory judgment action alleging invalidity or non-infringement of any
                                            of the Licensed Patent Rights shall be brought against the Licensee or raised
                                            by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee
                                            under Paragraph 11.2, pursuant to this Agreement and the provisions of 35 U.S.C.
                                            Chapter 29 or other statutes, the Licensee may:



 


		(a)	defend
                                            the suit in its own name, at its own expense, and on its own behalf for presumably valid
                                            claims in the Licensed Patent Rights;



 


		(b)	in
                                            any suit, ultimately to enjoin infringement and to collect for its use, damages, profits,
                                            and awards of whatever nature recoverable for the infringement; and



 


		(c)	settle
                                            any claim or suit for declaratory judgment involving the Licensed Patent Rights-provided,
                                            however, that the IC and appropriate Government authorities shall have the
                                            first right to take these actions and shall have a continuing right to intervene in the suit;
                                            and



 


		(d)	if
                                            the IC does not notify the Licensee of its intent to respond to the legal action
                                            within a reasonable time, the Licensee shall be free to do so. The Licensee
                                            shall take no action to compel the Government either to initiate or to join in any
                                            declaratory judgment action. The Licensee may request the Government to initiate
                                            or to join any suit if necessary to avoid dismissal of the suit. Should the Government
                                            be made a party to any suit by motion or any other action of the Licensee, the
                                            Licensee shall reimburse the Government for any costs, expenses, or fees, which
                                            the Government incurs as a result of the motion or other action. If the Licensee
                                            elects not to defend against the declaratory judgment action, the IC, at its option,
                                            may do so at its own expense. In all cases, the Licensee agrees to keep the IC
                                            reasonably apprised of the status and progress of any litigation. Before the Licensee
                                            commences an infringement action, the Licensee shall notify the IC and
                                            give careful consideration to the views of the IC and to any potential effects of
                                            the litigation on the public health in deciding whether to bring suit.



 



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		11.4	In
                                            any action under Paragraphs 11.2 or 11.3 the expenses including costs, fees, attorney fees,
                                            and disbursements, shall be paid by the Licensee. The value of any recovery made by
                                            the Licensee through court judgment or settlement shall be treated as Net Sales
                                            and subject to earned royalties.



 


		11.5	The
                                            IC shall cooperate fully with the Licensee in connection with any action under
                                            Paragraphs 11.2 or 11.3. The IC agrees promptly to provide access to all necessary
                                            documents and to render reasonable assistance in response to a request by the Licensee.



 


	12.	NEGATION
                                            OF WARRANTIES AND INDEMNIFICATION



 


		12.1	The
                                            IC offers no warranties other than those specified in Article 1.



 


		12.2	The
                                            IC does not warrant the validity of the Licensed Patent Rights and makes no
                                            representations whatsoever with regard to the scope of the Licensed Patent Rights,
                                            or that the Licensed Patent Rights may be exploited without infringing other patents
                                            or other intellectual property rights of third parties.



 


		12.3	THE
                                            IC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                                            PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS
                                            OR TANGIBLE MATERIALS RELATED THERETO.



 


		12.4	The
                                            IC does not represent that it shall commence legal actions against third parties infringing
                                            the Licensed Patent Rights.



 


		12.5	The
                                            Licensee shall indemnify and hold the IC, its employees, students, fellows,
                                            agents, and consultants harmless from and against all liability, demands, damages, expenses,
                                            and losses, including but not limited to death, personal injury, illness, or property damage
                                            in connection with or arising out of:



 


		(a)	the
                                            use by or on behalf of the Licensee, its sublicensees, directors, employees, or third
                                            parties of any Licensed Patent Rights; or



 


		(b)	the
                                            design, manufacture, distribution, or use of any Licensed Products, Licensed Processes
                                            or materials by the Licensee, or other products or processes developed in connection
                                            with or arising out of the Licensed Patent Rights.



 


		12.6	The
                                            Licensee agrees to maintain a liability insurance program consistent with sound business
                                            practice.



 



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	13.	TERM,
                                            TERMINATION, AND MODIFICATION OF RIGHTS



 


		13.1	This
                                            Agreement shall become effective as of the Effective Date unless the provisions
                                            of Paragraph 14.16 are not fulfilled and shall expire twenty-four (24) months from its Effective
                                            Date. Within sixty (60) days of the termination or expiration of this Agreement,
                                            unless an IC Exclusive or Non-exclusive Commercial Patent License has been executed
                                            for the Licensed Patent Rights in the Licensed Field(s) of Use, as stipulated
                                            in Paragraph 3.3 of this Agreement, the Licensee shall return all Materials
                                            and Licensed Products to the IC or provide the IC with written certification
                                            of their destruction. The Licensee further agrees that it shall be responsible for
                                            the destruction of any remaining Materials and Licensed Products from the Third
                                            Party Contractor(s) to the Licensee, and the Licensee shall obtain written
                                            certification from the Third Party Contractor(s) that any remaining Materials
                                            or Licensed Products in their possession have been destroyed and to provide IC
                                            with a copy of said written notification within sixty (60) days of the termination or
                                            expiration of this Agreement.



 


		13.2	The
                                            IC reserves the right according to 35 U.S.C. §209(d)(3) to terminate or
                                            modify this Agreement if it determines that this action is necessary to meet the requirements
                                            for public use specified by federal regulations issued after the date of the license and
                                            these requirements are not reasonably satisfied by the Licensee.



 


		13.3	The
                                            IC shall specifically have the right to terminate or modify this Agreement,
                                            at its sole option, if the IC determines that the Licensee:



 


		(a)	has
                                            not adhered to the Commercial Evaluation Plan in Appendix E, as may be amended by
                                            mutual agreement of the parties;



 


		(b)	has
                                            not performed or has not exercised reasonable commercial efforts towards performance of the
                                            Benchmarks by the requisite deadlines specified in Appendix D, as may be modified
                                            under Paragraph 10.3;



 


		(c)	has
                                            willfully made a false statement or willfully omitted a material fact in the license application
                                            or in any report required by this Agreement;



 


		(d)	has
                                            committed a material breach of a covenant or agreement contained in this Agreement;
                                            or



 


		(e)	cannot
                                            reasonably satisfy unmet health and safety needs.



 


		13.4	Within
                                            thirty (30) days of receipt of written notice of the IC’s unilateral decision
                                            to modify or terminate this Agreement, the Licensee may, consistent with the
                                            provisions of 37 C.F.R. §404.11, appeal the decision by written submission to
                                            the designated IC official or designee. The decision of the designated IC official
                                            or designee shall be the final agency decision. The Licensee may thereafter exercise
                                            all administrative or judicial remedies that may be accessible.



 


		13.5	The
                                            Licensee shall have a unilateral right to terminate this Agreement or any licenses
                                            in any country or territory by giving the IC sixty (60) days written notice to that
                                            effect.



 



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		13.6	Within
                                            thirty (30) days of expiration or termination of this Agreement under this Article
                                            13, a final written report shall be submitted by the Licensee in accordance with Paragraph
                                            9.1. The Licensee may not be granted additional IC licenses if this final reporting
                                            requirement is not fulfilled. Any royalty payments, including those incurred but not yet
                                            paid, and those related to patent expenses, due to the IC shall become immediately
                                            due and payable upon termination or expiration.



 


		14.	GENERAL
                                            PROVISIONS



 


		14.1	Neither
                                            party may waive or release any of its rights or interests in this Agreement except
                                            in writing. The failure of the Government to assert a right hereunder or to insist
                                            upon compliance with any term or condition of this Agreement shall not constitute
                                            a waiver of that right by the Government or excuse a similar subsequent failure to
                                            perform any of these terms or conditions by the Licensee.



 


		14.2	This
                                            Agreement constitutes the entire agreement between the parties relating to the subject
                                            matter of the Licensed Patent Rights, the Licensed Products and the Licensed
                                            Processes, and all prior negotiations, representations, agreements, and understandings
                                            are merged into, extinguished by, and completely expressed by this Agreement.



 


		14.3	The
                                            provisions of this Agreement are severable, and in the event that any provision of
                                            this Agreement shall be determined to be invalid or unenforceable under any controlling
                                            body of law, this determination shall not in any way affect the validity or enforceability
                                            of the remaining provisions of this Agreement.



 


		14.4	If
                                            either party desires a modification to this Agreement, the parties shall, upon reasonable
                                            notice of the proposed modification by the party desiring the change, confer in good faith
                                            to determine the desirability of the modification. No modification shall be effective until
                                            a written amendment is signed by the signatories to this Agreement or their designees.



 


		14.5	The
                                            construction, validity, performance, and effect of this Agreement shall be governed
                                            by Federal law as applied by the Federal courts in the District of Columbia.



 


		14.6	All
                                            Agreement notices required or permitted by this Agreement shall be given by
                                            prepaid, first class, registered or certified mail or by an express/overnight delivery service
                                            provided by a commercial carrier, properly addressed to the other party at the address designated
                                            on the following Signature Page, or to another address as may be designated in writing by
                                            the other party. Agreement notices shall be considered timely if the notices are received
                                            on or before the established deadline date or sent on or before the deadline date as verifiable
                                            by U.S. Postal Service postmark or dated receipt from a commercial carrier. Parties should
                                            request a legibly dated U.S. Postal Service postmark or obtain a dated receipt from a commercial
                                            carrier or the U.S. Postal Service. Private metered postmarks shall not be acceptable as
                                            proof of timely mailing.



 


		14.7	This
                                            Agreement shall not be assigned or otherwise transferred (including any transfer by
                                            legal process or by operation of law, and any transfer in bankruptcy or insolvency, or in
                                            any other compulsory procedure or order of court) except to the Licensee’s Affiliate(s)
                                            without the prior written consent of the IC. The parties agree that the identity
                                            of the parties is material to the formation of this Agreement and that the obligations
                                            under this Agreement are nondelegable. In the event that the IC approves a
                                            proposed assignment, the Licensee shall pay the IC, as an additional royalty,
                                            one percent (1%) of the fair market value of any consideration received for any assignment
                                            of this Agreement within sixty (60) days of the assignment.



 



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		14.8	The
                                            Licensee agrees in its use of any IC-supplied materials to comply with all
                                            applicable statutes, regulations, and guidelines, including NIH and HHS regulations
                                            and guidelines. The Licensee agrees not to use the Materials for research involving
                                            human subjects or clinical trials.



 


		14.9	By
                                            entering into this Agreement, the IC does not directly or indirectly endorse
                                            any product or service provided, or to be provided, by the Licensee whether directly
                                            or indirectly related to this Agreement. The Licensee shall not state or imply
                                            that this Agreement is an endorsement by the Government, the IC, any
                                            other Government organizational unit, or any Government employee. Additionally,
                                            the Licensee shall not use the names of the IC, the FDA or the HHS
                                            or the Government or their employees in any advertising, promotional, or sales
                                            literature without the prior written approval of the IC.



 


		14.10	The
                                            parties agree to attempt to settle amicably any controversy or claim arising under this Agreement
                                            or a breach of this Agreement, except for appeals of modifications or termination
                                            decisions provided for in Article 13. The Licensee agrees first to appeal any unsettled
                                            claims or controversies to the designated IC official, or designee, whose decision
                                            shall be considered the final agency decision. Thereafter, the Licensee may exercise
                                            any administrative or judicial remedies that may be available.



 


		14.11	Nothing
                                            relating to the grant of a license, nor the grant itself, shall be construed to confer upon
                                            any person any immunity from or defenses under the antitrust laws or from a charge of patent
                                            misuse, and the acquisition and use of rights pursuant to 37 C.F.R. Part 404 shall
                                            not be immunized from the operation of state or Federal law by reason of the source of the
                                            grant.



 


		14.12	Any
                                            formal recordation of this Agreement required by the laws of any Licensed Territory
                                            as a prerequisite to enforceability of the Agreement in the courts of any foreign
                                            jurisdiction or for other reasons shall be carried out by the Licensee at its expense,
                                            and appropriately verified proof of recordation shall be promptly furnished to the IC.



 


		14.13	Paragraphs
                                            9, 10.4, 12, 13.4, 13.6, 14.10 and 14.13 of this Agreement shall survive termination
                                            of this Agreement.



 


		14.14	The
                                            terms and conditions of this Agreement shall, at the IC’s sole option,
                                            be considered by the IC to be withdrawn from the Licensee’s consideration
                                            and the terms and conditions of this Agreement, and the Agreement itself to
                                            be null and void, unless this Agreement is executed by the Licensee and a fully
                                            executed original is received by the IC within sixty (60) days from the date of the
                                            IC’s signature found at the Signature Page.



 


SIGNATURES
BEGIN ON NEXT PAGE


 



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NIH
PATENT LICENSE AGREEMENT – EXCLUSIVE


 


SIGNATURE
PAGE


 


For
the IC:


 


	____________
    DRAFT ________________________	 	_______________
	Richard
    U. Rodriguez	 	Date





Associate
Director


Technology
Transfer Center


National
Cancer Institute


National
Institute of Health


 


Mailing
Address or E-mail Address for Agreement notices and reports:


 


Chief,
Monitoring & Enforcement Branch





Office
of Technology Transfer





National
Institutes of Health





6011
Executive Boulevard, Suite 325





Rockville,
Maryland 20852-3804 U.S.A.


 


E-mail:
LicenseNotices_Reports@mail.nih.gov


 


For
the Licensee (upon information and belief, the undersigned expressly certifies or affirms that the contents of any statements
of the Licensee made or referred to in this document are truthful and accurate):


 


	by:	 	 
	 	 	 
	 	 	 
	Signature
    of Authorized Official	 	Date
	 	 	 
	Paul
    Michaels	 	 
	Printed
    Name	 	 
	 	 	 
	Chief
    Executive Officer	 	 
	Title	 	 


 



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	 	I.	Official
    and Mailing Address for Agreement notices:	 
	 	 	 	 	 
	 	 	Paul
    Michaels	 
	 	 	Name	 	 
	 	 	Chief
    Executive Officer	 
	 	 	Title	 	 
	 	 	 	 	 
	 	 	Mailing
    Address	 	 
	 	 	 	 	 
	 	 	Connectyx
    Technologies Holdings Group	 
	 	 	1825
    NW Corporate Boulevard, Suite 110	 
	 	 	Boca
    Raton, FL 33431	 
	 	 	 	 
	 	 	 	 	 
	 	 	Email
    Address:	pmichaels@connectyx.com	 
	 	 	 	 	 
	 	 	Phone:	561-418-7725	 
	 	 	 	 	 
	 	 	Fax:	561-418-7724	 


 


	 	II.	Official and Mailing Address for Financial notices (the Licensee’s contact person for royalty payments)
	 	 	 	 	 
	 	 	Paul
    Michaels	 
	 	 	Name	 	 
	 	 	 	 	 
	 	 	Chief
    Executive Officer	 
	 	 	Title	 	 
	 	 	 	 	 
	 	 	Mailing
    Address:	 	 
	 	 	 	 	 
	 	 	Connectyx
    Technologies Holdings Group	 
	 	 	1825
    NW Corporate Boulevard, Suite 110	 
	 	 	Boca
    Raton, FL 33431	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Email
    Address:	pmichaels@connectyx.com	 
	 	 	 	 	 
	 	 	Phone:	561-418-7725	 
	 	 	 	 	 
	 	 	Fax:	561-418-7724	 


 


Any
false or misleading statements made, presented, or submitted to the Government, including any relevant omissions, under this Agreement
and during the course of negotiation of this Agreement are subject to all applicable civil and criminal statutes including
Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including
fine(s) or imprisonment).


 



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APPENDIX
A – Patent(s) or Patent Application(s)


 


HHS
Ref. No. E-221-2015-0


 


Entitled:
“ANTIBODY - DRUG CONJUGATES FOR TARGETING CD56 - POSITIVE TUMORS”


 


Inventors:
Dimiter S. Dimitrov, Yang Feng, and Zhongyu Zhu (NCI), and John M. Maris, Robyn Tovah Sussman (Children’s Hospital of Philadelphia
“CHOP”).


 


	IV.	U.S.
                                            Provisional Patent Application No. 62/119,707 filed July 31, 2015. HHS Ref No. E-221-2015-0-US-01



 


	V.	PCT
                                            Application No. PCT/US2016/044777 filed 07/29/2016. HHS Ref. No. E-221-2015-0-PCT-02



 


	VI.	US
                                            Patent No. 10,548,987 issued February 04, 2020 (Patent Application No. 15/747,620 filed January
                                            25, 2018). HHS Ref. No. E-221-2015-0-US-03.



 


		Materials:	



 


		1.	purified
                                            CD56 antibody: 5mg of m906 and 0.6 mg m900



 


		2.	m906
                                            production CHO cell line: 1 vial



 


		3.	plasmids
                                            for m900 and m906: 10 ug of each



 


		4.	m906-PBD:
                                            0.5mg



 


Additional
materials may be provided under a separate license agreement.


 



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APPENDIX
B – Licensed Fields of Use and Territory


 


	I.	Licensed
                                            Field(s) of Use: The use of the anti-CD56 to develop an antibody-drug conjugate (“ADC”)
                                            to target glioblastoma either alone or in combination with other potential immuno-oncology
                                            drugs.



 


	II.	Licensed
                                            Territory: Worldwide



 



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APPENDIX
C – Royalties


 


Royalties:


 


	I.	The
                                            Licensee agrees to pay to the IC a non-creditable, non-refundable license issue
                                            royalty according to the following schedule:



 


		(a)	Five
                                            thousand US dollars ($5,000.00 USD) within sixty (60) days of the Effective Date of
                                            this Agreement. 



 


	II.	The
                                            Licensee agrees to pay to the IC a non-creditable, non-refundable patent reimbursement
                                            royalty according to the following schedule:



 


		(a)	Five
                                            thousand US dollars ($5,000.00 USD) on the one-year anniversary of the Effective Date
                                            of this Agreement. 



 



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APPENDIX
D – Benchmarks and Performance


 


The
Licensee agrees to the following Benchmarks for its performance under this Agreement and, within thirty (30) days
of achieving a Benchmark, shall notify the IC that the Benchmark has been achieved.


 


	I.	Initiate
                                            preclinical IND-enabling studies within six (6) months of the Effective Date of the
                                            Agreement.



 


	II.	Select
                                            at least one lead ADC candidate within eighteen (18) months of the Effective Date of
                                            the Agreement.



 


	III.	Raise
                                            at least at total of $500,000.00 within twenty-two (22) months of the Effective Date of
                                            the Agreement.



 


	IV.	IND
                                            Submission within twenty-four (24) months of the Effective Date of the Agreement.



 



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APPENDIX
E – Commercial EVALUATION Plan


 


The
company will initially be virtual, relying heavily on contract vendors to conduct nonclinical studies required for IND submission. Both
m900 and m906 linked to PBD will be evaluated to further characterize the ADCs and to determine their stability, solubility, etc. as
shown in the two figures below. Depending on the nonclinical data and outcomes, the company will use the nonclinical data to tailor their
clinical trials to enable rapid transition from safety to pivotal using the fewest subjects possible. The plan is to select one of the
two antibodies for further development and select one or two leads for IND consideration by the expiration of this Agreement. Additional
evaluation and development plan detailed the application.


 





 











 



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Appendix
F – Royalty Payment Options


 


New
Payment Options Effective March 2018


 


The
License Number MUST appear on payments, reports and correspondence.


 


Credit
and Debit Card Payments: Credit and debit card payments can be submitted for amounts up to $24,999. Submit your payment through the
U.S. Treasury web site located at: https://www.pay.gov/public/form/start/28680443.


 


Automated
Clearing House (ACH) for payments through U.S. banks only


 


The
IC encourages its licensees to submit electronic funds transfer payments through the Automated Clearing House (ACH). Submit your
ACH payment through the U.S. Treasury web site located at: https://www.pay.gov/public/form/start/28680443. Please note that the
IC “only” accepts ACH payments through this U.S. Treasury web site.


 


Electronic
Funds Wire Transfers: The following account information is provided for wire payments. In order to process payment via Electronic
Funds Wire Transfer sender MUST supply the following information within the transmission:


 


Drawn
on a U.S. bank account via FEDWIRE:


 


Please
provide the following instructions to your Financial Institution for the remittance of Fedwire payments to the NIH ROYALTY FUND.


 


	Fedwire
    Field Tag	 	Fedwire
    Field Name	 	Required
    Information
	 	 	 	 	 
	{1510}	 	Type/Subtype	 	1000
	{2000}	 	Amount	 	(enter
    payment amount)
	{3400}	 	Receiver
    ABA routing number*	 	021030004
	{3400}	 	Receiver
    ABA short name	 	TREAS
    NYC
	{3600}	 	Business
    Function Code	 	CTR
    (or CTP)
	{4200}	 	Beneficiary
    Identifier (account number)	 	(enter
                                            12 digit gateway account #)

    875080031006

	{4200}	 	Beneficiary
    Name	 	(enter
                                            agency name associated with the Beneficiary Identifier)

    DHHS
    / NIH (75080031)

	{5000}	 	Originator	 	(enter
                                            the name of the originator of the payment)

    COMPANY
    NAME

	{6000}	 	Originator
    to Beneficiary Information – Line 1	 	(enter
                                            information to identify the purpose of the payment)

    ROYALTY

	{6000}	 	Originator
    to Beneficiary Information – Line 2	 	(enter
                                            information to identify the purpose of the payment)

     

    LICENSE
    NUMBER

	{6000}	 	Originator
    to Beneficiary Information – Line 3	 	(enter
                                            information to identify the purpose of the payment)

    INVOICE
    NUMBER

	{6000}	 	Originator
    to Beneficiary Information – Line 4	 	(enter
    information to identify the purpose of the payment)


 


Notes:


*The
financial institution address for Treasury’s routing number is 33 Liberty Street, New York, NY 10045.



 



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Agency
Contacts: Office of Technology Transfer (OTT) (301) 496-7057 OTT-Royalties@mail.nih.gov


 


Drawn
on a foreign bank account via FEDWIRE:


 


The
following instructions pertain to the Fedwire Network. Deposits made in US Dollars (USD).


 


Should
your remitter utilize a correspondent US domestic bank in transferring electronic funds, the following Fedwire instructions are applicable.


 


	Fedwire
    Field Tag	 	Fedwire
    Field Name	 	Required
    Information
	 	 	 	 	 
	{1510}	 	Type/Subtype	 	1000
	{2000}	 	Amount	 	(enter
    payment amount)
	{3100}	 	Sender
    Bank ABA routing number	 	(enter
    the US correspondent bank’s ABA routing number)
	{3400}	 	Receiver
    ABA routing number*	 	021030004
	{3400}	 	Receiver
    ABA short name	 	TREAS
    NYC
	{3600}	 	Business
    Function Code	 	CTR
    (or CTP)
	{4200}	 	Beneficiary
    Identifier (account number)**	 	(enter
                                            12 digit gateway account #)

    

    875080031006

	{4200}	 	Beneficiary
    Name	 	(enter
                                            agency name associated with the Beneficiary Identifier)

    

    DHHS
    / NIH (75080031)

	{5000}	 	Originator	 	(enter
                                            the name of the originator of the payment)

    

    COMPANY’S
    NAME

	{6000}	 	Originator
    to Beneficiary Information – Line 1	 	(enter
                                            information to identify the purpose of the payment)

    

    ROYALTY

	{6000}	 	Originator
    to Beneficiary Information – Line 2	 	(enter
                                            information to identify the purpose of the payment)

    

    LICENSE
    NUMBER

	{6000}	 	Originator
    to Beneficiary Information – Line 3	 	(enter
                                            information to identify the purpose of the payment)

    

    INVOICE
    NUMBER

	{6000}	 	Originator
    to Beneficiary Information – Line 4	 	(enter
    information to identify the purpose of the payment)



 


Notes:


*The
financial institution address for Treasury’s routing number is 33 Liberty Street, New York, NY 10045.


**Anything
other than the 12 digit gateway account # will cause the Fedwire to be returned – SWIFT CODE: FRNYUS33



 



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Agency
Contacts:


 


Office
of Technology Transfer (OTT) (301) 496-7057 OTT-Royalties@mail.nih.gov


 


Checks


 


All
checks should be made payable to “NIH Patent Licensing”


 


Checks
drawn on a U.S. bank account and sent by US Postal Service should be sent directly to the following address:


 


National
Institutes of Health





P.O.
Box 979071





St.
Louis, MO 63197-9000


 


Checks
drawn on a U.S. bank account and sent by overnight or courier should be sent to the following address:


 


US
Bank





Government
Lockbox SL-MO-C2GL





1005
Convention Plaza





St.
Louis, MO 63101





Phone:
314-418-4087


 


Checks
drawn on a foreign bank account should be sent directly to the following address:


 


National
Institutes of Health





Office
of Technology Transfer





License
Compliance and Administration





Royalty
Administration





6011
Executive Boulevard





Suite
325, MSC 7660





Rockville,
Maryland 20852


 



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APPENDIX
G – SHIPPING INFORMATION


 


The
Licensee’s Shipping Contact: information or questions regarding shipping should be directed to the Licensee’s Shipping
Contact at:


 


	 	 	 	 
	Shipping
    Contact’s Name	 	 	Title	 
	 	 	 	 	 	 
	Phone:	()	Fax:	()	E-mail:	 


 


Shipping
Address: Name & Address to which Materials should be shipped (please be specific):


 





 ____________________________________


Company
Name & Department


 


Address:


 _________________________________


 


 _________________________________


 


 _________________________________


 


 _________________________________


 


The
Licensee’s shipping carrier and account number to be used for shipping purposes:


 


__________________________________________________________________


 



CONFIDENTIAL


NIH
Patent License Agreement--Exclusive


Model
10-2015 Page 24 of 24 [Draft2] [Connectyx] [2020 September]