Exhibit 10.1


 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


MASTER SPONSORED RESEARCH AGREEMENT


 


This Master Sponsored Research Agreement (this “Agreement”),
effective as of the date of the last signature below (“Effective Date”), is by and between Memorial
Sloan Kettering Cancer Center, a New York not-for-profit entity, with offices at 1275 York Avenue, New York, NY 10065 (“MSK”)
and Y-mAbs Therapeutics, Inc., a Delaware corporation with a principal office at 230 Park Avenue, Suite 3350, New York,
New York 10169 (“Sponsor”). MSK and Sponsor may be individually referred to as a “Party”,
and collectively as the “Parties”.


 


WHEREAS, Sponsor is clinical-state biotech company;
and


 


WHEREAS, the Parties wish for MSK
to undertake a program of research related directly to the pretargeted radioimmunotherapy inventions which are the subject of
that License Agreement executed between MSK and Sponsor on April 15, 2020; and


 


WHEREAS, the performance and support
of such research is of mutual interest and benefit to Sponsor and MSK and consistent with the academic, research, and public service
objectives of MSK as a nonprofit, tax-exempt institution.


 


NOW THEREFORE, in consideration
of the foregoing recitals, mutual agreements, and promises set forth below, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


		1.	RESEARCH.



 


1.1            Research
Plan. MSK agrees to use reasonable efforts to undertake a mutually agreed-upon program
of Research (“Research”), an overview of which is attached as Exhibit A. MSK shall perform the Research in full
compliance with all applicable laws, rules and regulations and good scientific practices. The studies comprising Research
will be fully set forth in individual project agreements (each an “SOW”) to be attached to this Agreement as sequentially
numbered Exhibit As (e.g., Exhibit A-1, Exhibit A-2), each including a research plan labeled as Appendix
A and a study budget “Budget”) labeled as Appendix B. Upon mutual execution by the Parties,
each SOW shall form a part of this Agreement. MSK and the Principal Investigator (as defined in Section 1.2) shall not make
any changes to the Research without the prior written consent of Sponsor.


 


1.2            Principal
Investigator. MSK’s principal investigator (the “Principal Investigator”)
for each study under the Research shall be as indicated on the applicable SOW. If for any reason the Principal Investigator becomes
unavailable, or cannot conduct or complete the Research, MSK will propose a successor whose appointment as Principal Investigator
shall be subject to the approval of Sponsor. If the Parties are unable to agree upon a successor within [***] after the Principal
Investigator ceases his or her involvement in the SOW, the SOW may be terminated by Sponsor.


 


1.3            Compensation.
Sponsor will provide the financial support for the Research as detailed in the Budgets set forth in the applicable SOWs. If, at
any time, a Party has reason to believe that the cost of any SOW will exceed the amount set forth in the applicable Budget, such
Party will notify the other Party, giving a revised budget for completion of the SOW.




 






     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


1.4            By
entering into this Agreement, the Parties specifically intend to comply with all applicable laws, rules and regulations
as they may be amended from time to time, including but not limited to (i) the federal anti-kickback statute (42
U.S.C. 1320a-7(b)) and the related safe harbor regulations and (ii) the limitation on certain physician
referrals, also referred to as the “Stark Law” (42 U.S.C. 1395nn). Accordingly, no part of any consideration paid
hereunder is a prohibited payment for the recommending or arranging for the referral of business of the ordering of items or
services; nor are the payments intended to induce illegal referrals of business. If as a result of a change in law or
otherwise this Agreement is reasonably determined by legal counsel of a Party to violate, or present an unacceptable risk of
violating, any federal, state, or local laws, rules, or regulations, the Parties agree to negotiate in good faith revisions
to any provision which is in, or which presents an unacceptable risk of, violation. The Parties acknowledge that rights of
MSK may be subject to statutory rights of agencies of the United States government under terms of 35 USC§§200-212
or other statutes, or rights of other funding agencies


 


		2.	ANIMAL STUDIES



 


		2.1.	Should warm-blooded animals
                                         be used in the Research, MSK will comply with the applicable portions of the Animal Welfare
                                         Act (P.L. 99-158) and will follow the guidelines prescribed in the Public Health Services
                                         Policy on Humane Care and Use of Laboratory Animals.



 


		2.2.	MSK’s Animal Care
                                         and Use program does not conduct studies subject to the FDA Good Laboratory Practice
                                         (GLP) regulations. As a result, nonclinical studies conducted at MSK are
                                         not GLP studies. Since MSK does not incorporate GLP into its standard animal care, results
                                         obtained from animal studies at MSK cannot be described as GLP compliant and should not
                                         be so described in applications to the FDA or in other documents.



 


		3.	CONFIDENTIALITY



 


		3.1.	Confidential Information.
                                         During the Term, one Party (the “Disclosing Party”) may provide
                                         proprietary or confidential information necessary to conduct the Research to the other
                                         Party (the “Receiving Party”). Accordingly, “Confidential
                                         Information” is: (i) data and other information that is disclosed
                                         by the Disclosing Party to the Receiving Party under this Agreement during the Term and
                                         which relates to the Research, regardless of whether the information is disclosed in
                                         writing, orally, graphically, electronically, or in any other manner, and (ii) any
                                         information that is expressly marked or designated in writing as confidential and proprietary
                                         by the Disclosing Party. The Receiving Party acknowledges and agrees that the Disclosing
                                         Party reserves all rights in and to the Disclosing Party’s Confidential Information.
                                         This Agreement shall not constitute a license, assignment, or any other rights, express
                                         or implied, to the Disclosing Party’s Confidential Information, except as expressly
                                         provided in this Agreement. Confidential Information does not include, and each Party
                                         has no obligation with respect to, any information which, as evidenced by written records:
                                         (i) is already known to it; (ii) is or becomes publicly known
                                         through lawful means in no violation of this Agreement by the Receiving Party; (iii) is
                                         received from a third party, not bound by a duty of confidentiality, without restriction
                                         and without breach of this Agreement; (iv) is independently developed by
                                         the Receiving Party without use of the Disclosing Party’s Confidential Information;
                                         or (v) is approved for release by written authorization of the Disclosing
                                         Party.



 






     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


		3.2.	Confidential Obligation.
                                         All Confidential Information disclosed under this Agreement will be held in confidence
                                         by the Receiving Party, for the duration of the SOW under which the Confidential Information
                                         was disclosed and for five (5) years following such SOW’s termination or expiration.
                                         The Receiving Party shall maintain the confidentiality of the Disclosing Party’s
                                         Confidential Information with at least the same degree of care as it maintains the confidentiality
                                         of its own confidential information, and in any event, not less than a reasonable standard
                                         of care. Upon the Disclosing Party’s request, the Receiving Party shall promptly
                                         return to the Disclosing Party or destroy all copies of the Disclosing Party’s
                                         Confidential Information; provided, however, that the Receiving Party: (i) may
                                         retain a single copy of the Disclosing Party’s Confidential Information for the
                                         sole purpose of ascertaining its ongoing rights and responsibilities in respect of such
                                         information; and (ii) shall not be required to destroy any
                                         computer files stored securely by the Receiving Party or its Affiliates that are: (x) created
                                         during automatic system back up; or (y) retained for legal purposes
                                         by the Receiving Party or its Affiliates.



 


		3.3.	Covenants of Non-Use
                                         and Non-Disclosure. The Receiving Party may only use, copy and make extracts
                                         of the Disclosing Party’s Confidential Information in connection with and in furtherance
                                         of the Research. The Receiving Party shall not use the Disclosing Party’s Confidential
                                         Information for any other purpose without the prior written permission of the Disclosing
                                         Party. Except as provided below, the Receiving Party shall not disclose any of the Disclosing
                                         Party’s Confidential Information to any third Party without the prior written permission
                                         of the Disclosing Party.



 


		3.3.1.	The Receiving Party
                                         may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s
                                         Affiliates and the directors, officers, employees, contractors, and consultants of the
                                         Receiving Party and its Affiliates who have a need to know the Confidential Information
                                         and only in connection with and in the furtherance of the Research, after advising each
                                         of the obligations under this Agreement, and who are bound by obligations of confidentiality
                                         substantially similar to those in this Agreement. The Receiving Party shall be liable
                                         to the Disclosing Party for any breach by the Receiving Party’s directors, officers,
                                         employees, contractors, consultants, and its Affiliates.



 


		3.3.2.	If the Receiving Party
                                         is required by applicable law, judicial order or governmental regulation, then the Receiving
                                         Party will be permitted to disclose (and the Receiving Party shall not be required to
                                         destroy) any of the Disclosing Party’s Confidential Information that is required
                                         to be disclosed by a governmental authority or applicable law in connection with a legal
                                         or administrative proceeding (including in connection with any regulatory approval process),
                                         provided that the Receiving Party: (i) notifies the Disclosing Party of any
                                         such disclosure requirement as soon as practicable; (ii) reasonably cooperate
                                         with the Disclosing Party (at the Disclosing Party’s cost) if the Disclosing Party
                                         seeks a protective order or other remedy in respect of any such disclosure and
                                         (iii) furnishes only that portion of the Confidential Information which
                                         the Receiving Party is legally required to disclose.



 


		3.4.	Equitable Relief.
                                         Each Party acknowledges that disclosure or improper use of the Confidential Information
                                         might cause the other Party immediate and irreparable harm. Without limiting the following,
                                         each Party agrees that the other Party will be entitled to seek equitable relief in addition
                                         to any other remedies available.



 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


		3.5.	Privacy.
                                         MSK will make all attempts to ensure that any information revealing a patient’s
                                         identity attached to patient samples or results from the Research are removed (“PHI”).
                                         Should Sponsor be exposed to PHI despite MSK's effort to de-identify any such information, Sponsor agrees
to use best faith efforts to delete such PHI and further agrees that there shall be no time limit on the Parties' obligation to
maintain the confidentiality of PHI, including information whose identifiers may be ascertained by the exercise of reasonable
effort through investigation. PHI shall be protected in compliance with all applicable regulations, rules and statutes including
the Health Insurance Portability and Accountability Act of 1996 and regulations, laws and guidelines related thereto. Sponsor
agrees to refrain from publishing or disclosing any part of such confidential PHI for any purpose. PHI must be maintained in confidence
indefinitely. Sponsor shall require that its personnel respect the confidential nature of all medical information relating to
MSK patients. Sponsor shall ensure that its personnel have been informed of, and shall comply with all applicable laws, rules,
and regulations governing confidentiality, disclosure, and re-disclosure requirements of federal, state, and local laws, rules and
regulations, and the standards of The Joint Commission, including but not limited to those provisions concerning HIV, genetic
testing, alcohol or drug abuse, and mental health.



 


		4.	RESULTS, REPORTS, & PUBLICATION.



 


		4.1.	“Results”
                                         means data and information generated from the performance of the Research during the
                                         term of this Agreement. Results expressly exclude Inventions. For each SOW, MSK will
                                         provide the Sponsor with a final report within [***] of the completion of the study and
                                         any periodic progress reports specified in the applicable SOW (“Reports”).
                                         MSK owns all Results and Reports arising from the Research under this Agreement. Subject
                                         to Section 3 (Confidentiality), Section 5 (Intellectual Property)
                                         and Section 6 (Option), the Sponsor shall have the right to use the Results
                                         disclosed to Sponsor in Reports for its research use and solely to the extent such use
                                         does not jeopardize MSK’s publication or intellectual property rights.



 


		4.2.	Publication.
                                         MSK is free to publish the Results. MSK will submit for review a copy of the proposed
                                         publication (including abstracts, or presentation to a journal, editor, meeting, seminar
                                         or other third party) resulting from the Research to Sponsor at least [***] prior to
                                         submission for publication or presentation. If no response is received from Sponsor within
                                         those [***], it may be conclusively presumed that the publication may proceed without
                                         delay. Such delay will not, however, be imposed on the filing of any student thesis or
                                         dissertation.



 


		4.2.1.	If Sponsor determines
                                         such proposed publication contains Sponsor’s Confidential Information, it shall
                                         notify MSK within such [***] review period and MSK shall delete such Sponsor Confidential
                                         Information before proceeding with its planned publication. Upon MSK’s request,
                                         Sponsor and MSK shall work in good faith to develop substitute language that is scientifically
                                         comparable but does not disclose Sponsor’s Confidential Information. For the purpose
                                         of this provision only, the term Confidential Information shall not include the Research
                                         data, results, materials, or description of the Research methodology necessary for a
                                         meaningful publication, which may otherwise come within the definition of Confidential
                                         Information contained in Section 3 (Confidentiality).



 


		4.2.2.	If Sponsor determines
                                         and requests that the proposed publication or presentation contains patentable subject
                                         matter, MSK will delay the publication or presentation for a period of time not to exceed
                                         [***] to allow the filing of appropriate patent applications relating to such subject
                                         matter.



 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


		4.2.3.	Any proposed publication
                                         disclosed to Sponsor hereunder is MSK’s Confidential Information. Sponsor shall
                                         hold such disclosure on a confidential basis and shall not disclose the information to
                                         any third party, or use the information, without the prior written consent of MSK.



 


		4.3.	Copyrights.
                                         Title to any copyright or copyrightable material first produced or composed in the performance
                                         of the Research will remain with, or be assigned to, MSK. Such copyright shall not impede
                                         Sponsor’s ability to use the Research Results under Section 4.1.



 


		5.	INTELLECTUAL PROPERTY.



 


		5.1.	“Invention”
                                         means any invention that is within the scope of the Research and is first conceived and
                                         reduced to practice during the performance of the Research funded under this Agreement
                                         that is or may be patentable or otherwise protectable under Title 35 of the United States
                                         Code. Ownership of an Invention shall track inventorship, and inventorship of Inventions
                                         shall be determined according to United States patent law. Sponsor owns the entire right,
                                         title and interest in and to all Inventions solely developed by Sponsor personnel (“Sponsor
                                         Invention”). An Invention that is jointly developed by MSK and Sponsor
                                         personnel will be jointly owned (“Joint Invention”). MSK owns
                                         the entire right, title, and interest in and to all Inventions solely developed by MSK
                                         personnel (“MSK Invention”).



 


		5.1.1	Invention Option.
                                         MSK grants Sponsor the first option to negotiate an exclusive or non-exclusive commercial
                                         license to MSK Inventions and the first option to negotiate an exclusive license to MSK’s
                                         rights in Joint Inventions.



 


		5.1.2	Internal Use License.
                                         The Sponsor will be entitled to a non-exclusive, non- commercial, non-transferable,
                                         royalty-free license for all Project Inventions for the Sponsor’s internal, non-commercial
                                         research purposes only.



 


		5.2.	Other Intellectual
                                         Property. Nothing contained in this Agreement shall affect, either directly or
                                         by implication, estoppel, or otherwise, the pre-existing rights of either Party in intellectual
                                         property developed prior to the Effective Date of this Agreement, or intellectual property
                                         developed outside of this Agreement. All such intellectual property shall remain the
                                         property of its owner and the option granted to Sponsor in this Agreement shall not apply
                                         to such intellectual property.



 


		6.	OPTION.



 


		6.1.	Disclosure.
                                         Under MSK policy, inventions and discoveries which result from research or other activities
                                         carried out at MSK or with the substantial aid of its facilities or funds administered
                                         by it, are disclosed to MSK and are the property of MSK. If an Invention is disclosed
                                         to MSK and MSK believes that it may be amenable to patenting and/or licensing, the MSK
                                         Office of Technology Development, in accordance with MSK policies and practices, will
                                         promptly notify the Sponsor, thereby creating a "Disclosure".
                                         Sponsor shall hold the Disclosure on a confidential basis and shall not disclose the
                                         information to any third party, or use the information, without the prior written consent
                                         of MSK. Sponsor shall disclose to MSK any Joint Inventions.



 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


		6.2.	Option Period.
                                         The options granted in §5.1.1 (Invention Option) begin on the date the Sponsor
                                         receives the relevant Disclosure and ends [***] from that date (the “Option
                                         Period”).



 


		6.3.	Negotiation Period.
                                         If Sponsor elects to exercise the option, Sponsor will provide MSK written notice of
                                         said election (the “Notice”). Upon receipt of the Notice by
                                         MSK, the Parties will endeavor to negotiate in good faith, an acceptable license agreement
                                         within [***] (the “Negotiation Period”). Licenses elected and
                                         negotiated by Sponsor are effective as of the date the Parties sign a separate license
                                         agreement, which will contain indemnity, insurance, and no-warranty provisions, in addition
                                         to other customary terms and conditions that are based on standards current in the industry.
                                         If the Negotiation Period expires and a license agreement has not been negotiated, MSK
                                         shall retain all its rights in its Inventions.



 


		7.	PATENT PROSECUTION.
                                         MSK shall control the preparation and prosecution of all patent applications and the
                                         maintenance of all patents related to MSK Inventions and Joint Inventions. Sponsor shall,
                                         within [***] upon receipt of the Disclosure, determine whether to exercise its Option
                                         and request MSK to file and prosecute any patent application, domestic or foreign, on
                                         the Invention described in the Disclosure.



 


		7.1.	If Sponsor requests MSK
                                         to file and prosecute such patent applications, Sponsor shall bear all costs incurred
                                         in connection with the preparation, filing, prosecution and maintenance of U.S. and foreign
                                         applications directed to said MSK Invention or Joint Invention, and the cost of any activities
                                         investigating patentability. MSK shall keep Sponsor advised as to all developments with
                                         regard to said application(s) and shall promptly provide to Sponsor copies of all
                                         documents received and/or filed in connection with the filing, prosecution or maintenance
                                         thereof in reasonable time, subject to statutory deadlines.



 


		7.1.1.	Sponsor may elect to
                                         discontinue its financial support of such prosecution and/or maintenance, provided Sponsor
                                         notifies MSK in writing of such decision to discontinue reasonably in advance of MSK’s
                                         need to respond to any statutory deadlines.



 


		7.1.2.	If Sponsor elects to
                                         discontinue the financial support of such prosecution and/or maintenance, MSK may proceed
                                         with such preparation and prosecution at its own cost and expense and Sponsor thereby
                                         waives and gives up any right it may have under this Agreement to license the related
                                         MSK Invention or Joint Invention. With regard to a Joint Invention, should the Sponsor
                                         subsequently use, license or sublicense any Joint Invention for economic gain, Sponsor
                                         shall reimburse all fees and expenses incurred by MSK in connection with the patent or
                                         other intellectual property protection which applies to such use, license or sublicense.



 


		8.	TERM AND TERMINATION.



 


		8.1.	Term. This
                                         Agreement commences on the Effective Date and continues until the earlier of:



 


(i)            the
completion of all the SOWs under the Research; or (ii) five (5) years from the Effective Date (“Term”).
Sponsor and MSK will have the option to extend this Agreement for a specified period of time, either with or without further
compensation, by the mutual written consent of duly authorized representatives of MSK and Sponsor. The term of each
SOW shall be as set forth therein.


 






     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


		8.2.	Termination.
                                         Either Party may terminate this Agreement, or any individual SOW, for any reason following
                                         [***] advance written notice In the event of such early termination, Sponsor will reimburse
                                         MSK for all expenses incurred up to the date ot termination, including, but not limited
                                         to, all non-cancelable obligations, and shall pro-rate financial support due based upon
                                         actual work performed and expenses committed pursuant to the applicable SOWs. Termination
                                         of the Agreement shall effectuate the termination of all then-active SOWs.



 


		8.3.	Survival.
                                         In the event of termination of this Agreement, the provisions of Sections 3 (Confidentiality),
                                         4 (Results, Reports & Publication), 5 (Intellectual Property),
                                         7 (Patent Prosecution) 8 (Term and Termination), 9 (Indemnification),
                                         10 (Disclaimer and Warranties/Limitation of Liabilities), 11 (Use of Name)
                                         and 14 (Miscellaneous) will remain in effect, as well as any other provisions
                                         of this Agreement, as are necessary to effect the purposes of this Agreement.



 


		9.	INDEMNIFICATION.
                                         The Sponsor will defend, indemnify and hold MSK, the MSK Investigator and any of MSK’s
                                         employees, trustees, officers, Affiliates and agents, harmless from any claim, suit,
                                         loss, cost, damage, liability or expense arising out of Sponsor’s (including Sponsor’s
                                         employees, Affiliates, contractors, licensees or agents) performance or actions under
                                         this Agreement, the Sponsor’s use of any information, results, or deliverables,
                                         MSK’s use of Sponsor’s resources for the purposes provided by Sponsor, and/or
                                         claims by or relating to Sponsor’s staff. Such defense will be conducted by attorneys
                                         reasonably acceptable to both Parties. Sponsor may not settle any claims admitting MSK’s
                                         fault without MSK’s express prior written approval.



 


		10.	DISCLAIMER OF WARRANTIES/LIABILITY
                                         LIMITATION. ANY RESULTS, REPORTS, MATERIALS, INVENTIONS, TECHNOLOGIES, INTELLECTUAL
                                         PROPERTY OR OTHER PROPERTY OR RIGHTS GRANTED, GRANTED ACCESS TO, OR PROVIDED BY MSK PURSUANT
                                         TO THIS AGREEMENT ARE ON AN “AS IS” BASIS. MSK MAKES NO WARRANTIES OF ANY
                                         KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY
                                         OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, EXCLUSIVITY OR TO FREEDOM FROM INTELLECTUAL
                                         PROPERTY INFRINGEMENT. MSK IS NOT LIABLE TO SPONSOR FOR INDIRECT, SPECIAL, PUNITIVE OR
                                         CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID INTELLECTUAL PROPERTY
                                         OR ANY APPLICATIONS AND DERIVATIONS THEREOF. SPONSOR AGREES THAT IT WILL NOT MAKE ANY
                                         WARRANTY ON BEHALF OF MSK, EXPRESS OR IMPLIED, TO ANY PERSON.



 


		11.	USE OF NAME.
                                         Neither Party will, without the prior written consent of the other Party, use in any
                                         advertising, publicity, or otherwise, the name, trademark, logo, symbol, other image
                                         of the Party, or any variation thereof, or that of the Party’s employees, agents,
                                         related schools, departments, or Affiliates.



 


		12.	INSURANCE. Sponsor
                                         will maintain insurance in type and amount sufficient to satisfy its obligations under
                                         this Agreement.



 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.



 


		13.	NOTICES. Any
                                         notice or communication required or permitted to be given to a Party under this Agreement
                                         will be made in writing and sent by registered or certified mail or by a nationally recognized
                                         overnight courier service. Notices under the preceding sentence will be deemed given
                                         on the date of receipt.



 


	If to MSK	 	If to Sponsor
	Memorial Sloan Kettering Cancer Center

        

        
	 	Y-mAbs Therapeutics, Inc.

        

        

	Attn:	Eric Cottington, Ph.D.	 	230 Park Avenue, Suite 3350New 
	 	Senior Vice President, 	 	York,
        NY 10169
	 	Research and Technology	 	Attn:	 Thomas Gad
	 	
        Management	 	 
	1275 York Avenue, Box 524

 New York, NY 10065	 	 
	 	 	 
	with a copy to:	 	with a copy to:
	Office of Technology Development
	 	 
	Attn:	Shilpi Banerjee, Esq., Ph.D.	 	 
	 	Chief Intellectual Property Counsel

 & Associate General Counsel	 	 
	1275 York Avenue, Box 524

 New York, N.Y. 10065	 	 


 


A Party may change its contact information immediately
upon written notice to the other Party given in the manner provided in this Section 13.


 


		14.	MISCELLANEOUS



 


		14.1.	Tax Exempt Status.
                                         MSK is a nonprofit 501(c)(3) corporation. Sponsor agrees that if this Agreement
                                         is subject to taxation by any governmental authority, Sponsor will pay these taxes in
                                         full. MSK will have no liability for the payment of any taxes.



 


		14.2.	Governing Law
                                         and Venue. The Parties expressly agree that this Agreement and the enforcement
                                         of the rights and obligations hereunder shall be governed by and construed in accordance
                                         with the laws of the State of New York, without regard to its provisions concerning the
                                         applicability of the laws of other jurisdictions. Any and all claims arising out of,
                                         relating to or in connection with this Agreement, or the relationship between the Parties
                                         hereto, shall be subject to the exclusive jurisdiction of and venue in the federal and
                                         state courts within New York and each Party hereby consents to the exclusive jurisdiction
                                         and venue of these courts, without regard to any conflicts of law principles. Each Party
                                         agrees that all claims and matters may be heard and determined in any such court and
                                         each Party waives any right to object to such action on venue, forum non conveniens,
                                         or similar grounds.



 


		14.3.	Headings.
                                         The captions or headings in this Agreement do not form part of this Agreement, but are
                                         included solely for convenience.



 


		14.4.	Affiliates.
                                         “Affiliates” as used in this Agreement, means any person, firm,
                                         corporation or other entity controlling, controlled by, or under common control with
                                         a Party hereto. The term "control" wherever used throughout this Agreement
                                         shall mean ownership, directly or indirectly, of more than fifty percent (50%) of the
                                         equity capital or the ability to effect the election of a majority of the directors.
                                         With regard to MSK, “Affiliates” shall
include: Memorial Sloan Kettering Cancer Center, Sloan Kettering Institute for Cancer Research, and Memorial Hospital for Cancer
and Allied Diseases. 



 






     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


		14.5.	Waiver, Amendment.
                                         No waiver, amendment or modification of this Agreement will be effective unless in writing
                                         and signed by both Parties.



 


		14.6.	Assignment.
                                         Neither Party may assign this Agreement or any of its obligations hereunder without the
                                         prior written consent of the other Party; provided, however, Sponsor may assign this
                                         Agreement without MSK’s consent in connection with the transfer or sale of all
                                         or substantially all of the business of Sponsor to which this Agreement relates, whether
                                         by merger, sale of stock, sale of assets or otherwise. In the event of such assignment,
                                         Sponsor shall promptly provide written notice thereof. No assignment shall relieve either
                                         Party of the performance of any accrued obligation that such Party may then have under
                                         this Agreement. This Agreement will be binding on and inure to the benefit of any successors
                                         or permitted assigns of either Party.



 


		14.7.	Risk; Severability.
                                         In the event that the performance of any covenant, condition or provision of this Agreement
                                         should jeopardize MSK’s status with regard to (i) licensure, (ii) participation
                                         in Medicare or Medicaid programs, (iii) full accreditation by The Joint Commission;
                                         or (iv) tax exempt status or the tax exempt status of any financing,
                                         this Agreement shall be renegotiated so as to eliminate the violation or non-complying
                                         aspects hereof, but without altering all other material rights and obligations of the
                                         Parties hereunder that reasonably can be given effect. If the Parties cannot promptly
                                         agree on the renegotiated provisions, either Party may terminate upon [***] written notice
                                         to the other Party. If any term or condition of this Agreement is contrary to applicable
                                         law, such term or condition will not apply and will not invalidate any other part of
                                         this Agreement. However, if its deletion materially and adversely changes the position
                                         of either of the Parties, the affected Party may terminate this Agreement by giving [***]
                                         written notice.



 


		14.8.	No Agency.
                                         Neither Party is agent, servant, employee, legal representative, partner or joint venturer
                                         of the other. Nothing herein will be deemed or construed as creating a joint venture
                                         or partnership between the Parties and neither Party has the power or authority to bind
                                         or commit the other.



 


		14.9.	No Third Party
                                         Beneficiaries. This Agreement does not create any rights, or rights of enforcement,
                                         in third parties.



 


		14.10.	Independent Developments.
                                         Nothing contained in this Agreement will prevent either Sponsor or MSK from entering
                                         into research projects with third parties which are similar to the Research herein, or
                                         from independently developing (either through third parties or through the use of its
                                         own personnel), or from acquiring from third parties, technologies or products which
                                         are similar to and competitive with Inventions resulting from the Research. Further,
                                         nothing herein will be construed to grant either Party any rights in any such independently
                                         developed technologies or products so developed or acquired as described in this section
                                         or any rights to the revenues or any portion thereof derived by the other from the use,
                                         sale, lease, license or other disposal of any such technologies or products. Furthermore,
                                         nothing herein will preclude either Party from transferring any such technologies or
                                         products to others including to users of the Inventions resulting from the Research.



 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


		14.11.	Export Controls.
                                         Each Party acknowledges that any information or materials provided by the other under
                                         this Agreement may be subject to U.S. export laws and regulations, including the International
                                         Traffic in Arms (ITAR) Regulations (22 CFR Chapter I, Subchapter M, Parts
                                         120-130), Export Administration Regulations (EAR) (15 CFR Chapter VII,
                                         Subchapter C, Parts 730-774), Office of Foreign Assets Control (OFAC) Regulations
                                         (31 CFR, Subtitle B, Chapter V), and Assistance to Foreign Atomic Energy Activities (10
                                         CFR Part 810); each Party agrees to comply with all such laws. Because MSK is an
                                         academic institution and has many faculty, staff, students, and visitors who are foreign
                                         persons, MSK intends to conduct the Research as fundamental research under the export
                                         regulations, such that the results generated by MSK qualify as "public domain"
                                         under ITAR Parts 120.10 and 120.11 or "publicly available” under EAR Parts
                                         734.3(b)(3) and 734.8(a,b). Sponsor will not knowingly disclose, and will use commercially
                                         reasonable efforts to prevent disclosure to MSK of any information subject to export
                                         controls under the ITAR’s United States Munitions List (USML, 22 CFR Part 121),
                                         the EAR’s Commerce Control List (CCL, 15 CFR Part 774 and Supplements), or
                                         10 CFR Part 810 Restricted Data or Sensitive Nuclear Technology. If for purposes
                                         of the Research, Sponsor intends to disclose export-controlled information to MSK, Sponsor
                                         will not disclose such information to MSK unless and until a plan for transfer, use,
                                         dissemination and control of the information has been approved by MSK. If Sponsor learns
                                         of an export control classification by the U.S. or any other government during the course
                                         of the Research, Sponsor shall inform MSK of such promptly. In the event Sponsor inadvertently
                                         (i) discloses export controlled information or (ii) breaches
                                         this Section 14.11, deadlines contemplated by the Research will be
                                         adjusted based on the time it takes to address the disclosure. The Sponsor represents
                                         and agrees that it shall not export from the U.S. directly or indirectly, or transfer
                                         to a non-U.S. Person located in the U.S., any technical information (or the direct product
                                         thereof) furnished to the Sponsor either directly or indirectly by MSK without first
                                         complying with all requirements of all relevant U.S. export regulations, including any
                                         government license requirements, if applicable. Sponsor agrees to indemnify, defend and
                                         hold harmless MSK, its officers, agents and employees from all liability involving the
                                         violation of such export regulations, either directly or indirectly by the Sponsor. Sponsor
                                         acknowledges it may be subject to criminal liability under U.S. laws for the Sponsor’s
                                         failure to obtain any required export licenses.



 


		14.12.	Force Majeure.
                                         Each of the Parties will be excused from performance of this Agreement only to the extent
                                         that performance is prevented by conditions beyond the reasonable control of the Party
                                         affected. The Parties will, however, use their best efforts to avoid or cure such conditions.
                                         The Party claiming such conditions as an excuse for delaying performance will give prompt
                                         written notice of the conditions, and its intent to delay performance, to the other Party
                                         and will resume its performance as soon as performance is possible.



 


		14.13.	Entire Agreement.
                                         This Agreement embodies the entire agreement of the Parties and supersedes all prior
                                         agreements between the Parties with respect to the subject matter.



 


		14.14.	Counterparts.
                                         This Agreement may be executed by one or more counterparts by the Parties by signature
                                         of a person having authority to bind the Party, each of which when executed and delivered
                                         by facsimile, electronic transmission or by mail delivery, will be an original and all
                                         of which will constitute but one and the same Agreement. The Parties agree to the use
                                         of electronic signatures, and agree to being subject to the provisions of the U.S. E-SIGN
                                         Act (i.e., the Electronic Signatures in Global and National Commerce Act (enacted June 30,
                                         2000, and codified at 15 U.S.C. § 7001 et seq)).



 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


IN WITNESS WHEREOF, the authorized representatives of
the Parties have executed this Agreement, effective as of the date of the last signature below:


 


	SPONSOR	 	MEMORIAL SLOAN KETTERING

        CANCER CENTER

         

	By:	/s/
    Thomas Gad	 	By:	/s/
    Eric Cottingham
	Name:	Thomas
    Gad	 	Name:	Eric
    Cottington, Ph.D.
	Title:	Chairman,
    President	 	Title:	Senior Vice President

        Research & Technology Management

	Date:	Oct
    7, 2020	 	 	Date:	Sep
    29, 2020	 


 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


EXHIBIT A


 


[***]


 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


EXHIBIT A-1


 


[***]


 









     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


Appendix A


 


[***]


 






     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed


 


EXHIBIT A-2


 


[***]


 






     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed


 


Appendix A


 


[***]


 






     


     


    

 


Certain information (marked as [***]) has been excluded from
this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed


 


Appendix B


[***]