Exhibit
10.3


 


Parties
and Background


 


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


 


IP
Licence Agreement


 


	Agreement
    dated	2017





 






 


Parties


 


	Licensor

     
	Name

     
	Immix
    Biopharma, Inc.

     

	 	Entity
    Number

     
	C3640625

     

	 	Address	11150
    West Olympic Boulevard, Suite 1120,

    Los
    Angeles California 90064 United States

    

	 	 	 
	Licensee	Name	Immix
    Biopharma Australia Pty Ltd

     

	 	ACN	613
    951 536

     

	 	Address	C/-
    CoSec Consulting, 58 Gipps Street,

    Collingwood,
    Victoria 3006, Australia

    



 


 






Background


 


	A.	The
                                            Licensor is the owner of the Intellectual Property.



 


	B.	The
                                            Licensor has licenced or agreed to licence the Intellectual Property to the Licensee on and
                                            subject to the terms of this Agreement, with effect from the Commencement Date.



 




    	1



     


    

 


Operative
Part


 


 






	1.	Interpretation



 


	1.1	Definitions



 


Meanings
apply to capitalised terms used in this Agreement as specified in this provision, unless the context otherwise requires:


 


Agreement
means this ‘IP Licence Agreement’;


 


Authorised
Officer means any director, secretary or person notified in that capacity by any party to this Agreement in or under any provision
of this Agreement to any other party to this Agreement, without withdrawal or cancellation of that notification as at that time;


 


Business
Day means a day that is not a Saturday, Sunday or public holiday in Melbourne in the State of Victoria, Australia;


 


Calendar
Quarter means each period of three (3) consecutive months ending on 31 March, 30 June, 30 September and 31 December in each year
of the Term;


 


Commencement
Date means the earlier of the date of this Agreement and the date on which the Licensee commenced use of any of the Intellectual
Property;


 


Confidential
Information has the meaning given to that term in clause 12.1;


 


Developed
Intellectual Property means all pre-clinical and clinical trial data, results, conclusions, dosing amounts, dosing schedules and
other pre-clinical and clinical knowledge which is newly and uniquely created or developed by activities registered with AusIndustry
for the purposes of the research and development tax incentive and which are managed or controlled by the Licensee;


 


Governmental
Agency means any governmental, semi-governmental, administrative, fiscal, municipal, local, judicial or regulatory agency, department,
instrumentality, body, utility, authority, commission, court or tribunal;


 


GST
means any Tax under any GST Law;


 


GST
Law has the meaning defined in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999 (Cth);


 


Insolvency
Event means the occurrence of any one or more of the following events in relation to any person:


 


		(a)	having
                                            a receiver and/or manager appointed over any of its assets and property;



 


		(b)	having
                                            a liquidator appointed (whether under a creditor’s petition voluntary liquidation or
                                            otherwise);



 




    	2



     


    

 


Operative
Part


 


		(c)	passing
                                            a resolution for winding-up (otherwise than for a purpose of amalgamation or reconstruction);



 


		(d)	an
                                            administrator or a controller being appointed to any of its assets;



 


		(e)	entering
                                            into any composition or arrangement with its creditors, or an assignment for the benefit
                                            of one or more of its creditors; or



 


		(f)	it
                                            proposing a reorganisation, moratorium, deed of company arrangement or other administration
                                            involving one or more of its creditors, or its winding up or dissolution



 


		(g)	it
                                            being insolvent as disclosed in its accounts or otherwise, stating that it is insolvent or
                                            it is presumed to be insolvent under an applicable law;



 


		(h)	a
                                            writ of execution being levied against it or its property; or



 


		(i)	anything
                                            occurs under the law of any jurisdiction which has a substantially similar effect to any
                                            of the above paragraphs of this definition;



 


Licence
Fee means the licence fee as defined in clause 4.1;


 


Licensor’s
Intellectual Property means the intellectual property comprising:


 


		(j)	the
                                            invention known as Imx-110, being derived from the subject of Patent Application number PCT/US2013/032153
                                            filed on March 15, 2013;



 


		(a)	any
                                            patent application(s) filed as a continuation, division, or continuation-in-part of any patent
                                            or patent application referred to in (a) above;



 


		(b)	any
                                            reissues, re-examinations and extensions of any of the patents or patent applications described
                                            in (a) or (b) above;



 


		(c)	any
                                            foreign counterpart to a patent in (a) or (b) above;



 


		(d)	all
                                            other information inventions, data, formulas, processes, developments, technology, trade
                                            secrets, know-how and other intellectual property of the Licensor which is necessary for
                                            the Licensee to effectively conduct or facilitate clinical trials and otherwise pursue the
                                            commercialisation of the invention referred to in (a) above;



 


Net
Sales means the gross amount billed or invoiced by the Licensee to, and paid by, third parties in respect of commercialisation of
the Intellectual Property and any Developed Intellectual Property within the Territory less the actual costs expenses and any Taxes incurred
by the Licensee in respect of the same as well as any administrative expenses, depreciation and insurance;


 




    	3



     


    

 


Operative
Part


 


Purpose
means conduct or facilitation of research, development or clinical trials of, using or in connection with the Licensor’s Intellectual
Property;


 


Tax
includes any tax, duty, charge or rate imposed or assessed under any legislation or by any Governmental Agency, together with any
associated interest, penalty, fine, fee or other charge;


 


Term
means the period from the Commencement Date to the date of termination of this Agreement in accordance with clause 2; and


 


Territory
means the Commonwealth of Australia.


 


	1.2	Interpretation


 


Rules
of interpretation apply to this Agreement as specified in this provision, unless the context otherwise requires:


 


		(a)	(headings):
                                            headings and subheadings are for convenience only and do not affect interpretation;



 


		(b)	(plurality):
                                            words denoting the singular number include the plural, and the converse also applies;



 


		(c)	(variants):
                                            a defined word or expression has corresponding effect in relation to its other grammatical
                                            forms;



 


		(d)	(parties):
                                            any reference to a party to any agreement or document includes its executors, administrators,
                                            legal personal representatives, successors and permitted assigns and substitutes by way of
                                            assignment or novation;



 


		(e)	(provisions):
                                            any reference to a provision, comprising a clause or schedule is a reference to a provision
                                            of this Agreement, including each clause, subclause, paragraph and subparagraph of that provision,
                                            and any reference to this Agreement includes all provisions of this Agreement; and



 


		(f)	(legislation):
                                            any reference to any legislation includes a reference to that legislation as amended, re-enacted,
                                            consolidated or replaced at any time, and includes all regulations, delegations, instruments
                                            and orders made under it.



 


 






	2.	Term


 


	2.1	Termination


 


This
Agreement commenced on the Commencement Date and will continue until:


 


		(a)	terminated
                                            in accordance with clause 5; or



 




    	4



     


    

 


Operative
Part


 


		(b)	either
                                            party gives the other party not less than 20 days’ notice of termination in writing.



 


	2.2	Delivery
    of intellectual property and Confidential Information


 


Upon
the expiration or termination of this Agreement for any reason the Licensee will promptly deliver to the Company all:


 


		(a)	Licensor’s
                                            Intellectual Property;



 


		(b)	Developed
                                            Intellectual Property, including all work in progress on any Developed Intellectual Property
                                            not previously delivered to Company, if any; and



 


		(c)	Confidential
                                            Information and other intellectual property in Licensee’s possession or control which
                                            the Licensee obtained or developed in connection with this Agreement.



 


	2.3	Final
    Payment


 


On
termination of this Agreement, the Company will pay to the Licensee any accrued but unpaid License Fee due and payable to the Licensee
pursuant to clause 4.


 


 






	3.	Licence


 


	3.1	Licence


 


In
consideration of payment of the Licence Fee, the Licensor hereby grants to the Licensee a nonexclusive, non-transferable licence to use
the Licensor’s Intellectual Property within the Territory solely for the Purpose during the Term.


 


	3.2	Licensor’s
    Obligations


 


		(a)	The
                                            Licensor will, in consultation with the Licensee, (to ensure that the Licensee’s rights
                                            are protected), diligently pursue all applications to register any Intellectual Property
                                            in the Territory and elsewhere which are capable of such registration.



 


		(b)	All
                                            costs incurred by the Licensee in complying with its obligations under 3.2(a) shall be borne
                                            by the Licensee.



 


		(c)	The
                                            Licensor shall keep the Licensee informed of all progress in connection with applications
                                            to register any Intellectual Property in accordance with clause 3.2(a).



 


		(d)	The
                                            Licensor must not do or cause anything to be done that may adversely affect the rights of
                                            the Licensee under this Agreement.



 




    	5



     


    

 


Operative
Part


 


		(e)	The
                                            Licensor will maintain any registration of the Intellectual Property in all relevant jurisdictions
                                            where they are registered and do so at the expense of the Licensee.



 


		(f)	The
                                            Licensee must not assign or sublicense any of the Intellectual Property.



 


		(g)	The
                                            Licensee must not encumber any of the Intellectual Property as security without the written
                                            permission of the Licensor.



 


	3.3	Licensee’s
    Obligations


 


The
Licensee must:


 


		(a)	protect
                                            and not cause or do any act or thing which may prejudice, damage or harm any of the Intellectual
                                            Property; and



 


		(b)	on
                                            being provided 5 Business Days’ written notice, permit the Licensor’s auditor
                                            or accountant to inspect and verify all or any records required to be maintained by the Licensee
                                            with respect to the use of the Intellectual Property by the Licensee.



 


	3.4	Infringement
    of Intellectual Property


 


The
Licensor grants the Licensee the right to bring proceedings for infringement or threatened infringement of the Intellectual Property,
and any related claims in passing off and/or claims arising from alleged breaches of the Competition and Consumer Act 2010 (Cth),
and any State Fair Trading Act in its own name and shall lend its name to any such proceedings, provided that the Licensee:


 


		(a)	gives
                                            the Licensor notice of any intention to commence any such proceedings;



 


		(b)	keeps
                                            the Licensor informed of all steps to be taken in those proceedings;



 


		(c)	pays
                                            all costs on a solicitor own client basis, associated with any such proceedings; and



 


		(d)	indemnifies
                                            the Licensor for all costs, on the same basis, as may be incurred by or against the Licensor
                                            in those proceedings.



 


	3.5	Ownership
    of intellectual property


 


The
following provisions apply in respect of the ownership of the Intellectual Property:


 


		(a)	all
                                            the legal right, title and interest to or in the Intellectual Property at any time during
                                            this Agreement is retained by and remains vested in the sole, exclusive, absolute and entire
                                            beneficial ownership of the Licensor;



 




    	6



     


    

 


Operative
Part


 


		(b)	all
                                            the legal right, title and interest to or in any Developed Intellectual Property must be
                                            and become vested in the sole, exclusive, absolute and entire beneficial ownership of the
                                            Licensee; and



 


		(c)	the
                                            Licensee must execute any document and perform any action necessary or desirable to transfer
                                            any Developed Intellectual Property to the Licensor.



 


	3.6	Sublicensing


 


The
Licensee may sublicence use of the Intellectual Property to any person provided that the Licensee first gives the Licensor written notice
of such sublicensing arrangements, including the name of the sublicensee and the purpose of such sublicence.


 


 






	4.	Licence
    Fee


 


	4.1	Payment
    of Licence Fee


 


		(a)	The
                                            Licensee must pay the Licensor an annual licence fee (Licence Fee) by way of royalty
                                            in an amount equal to [*] percent ([*]%) of Net Sales payable in arrears within 2 months
                                            of the end of each Calendar Quarter in which any amounts on account of Net Sales are earnt
                                            by the Licensee.



 


		(b)	The
                                            parties acknowledge that as at the date of this Agreement, the Licensee has not yet paid
                                            any proportion of the annual Licence Fee due and owing since the Commencement Date. The Licensor
                                            will, as soon as practicable following the date of this Agreement, render an invoice for
                                            any proportion of the Licence Fee due and owing by the Licensee at the date of this Agreement
                                            and the Licensee will promptly pay to the Licensor any such invoiced amount.



 


		(c)	Failure
                                            to pay the Licence Fee by the due date will not entitle the Licensor to terminate this Agreement.



 


		(d)	The
                                            Licence Fee payable in accordance with this clause is apportioned as follows:



 


		(i)	for
                                            goodwill: nil; and



 


		(ii)	as
                                            to the balance, for the use of the Intellectual Property by the Licensee.



 


	4.2	Adjustment
    of Licence Fee


 


		(a)	Annually
                                            throughout the Term, the parties will review the Licence Fee payable by the Licensee to the
                                            Licensor under this Agreement and determine, in good faith, whether any adjustments should
                                            be made to the same. Any adjustments made to the Licence Fee that are agreed between the
                                            parties shall be effective as from the date agreed in writing by the parties and will remain
                                            current until the next review under this clause 4.2.



 


		(b)	For
                                            the avoidance of doubt, the Licence Fee must be adjusted if the Licensor determines that
                                            an adjustment is required in order for the Licence Fee to be in compliance with the requirements
                                            of any law or Governmental Agency in the Territory regarding transfer pricing.



 




    	7



     


    

 


Operative
Part


 


 






	5.	Termination


 


	5.1	Termination
    for Cause


 


Either
party may terminate this Agreement at any time with immediate effect by giving notice to the other party:


 


		(a)	if
                                            the other party breaches any provision of this Agreement and fails to remedy that breach
                                            within 10 Business Days after receiving written notice requiring it to do so; or



 


		(b)	if
                                            the other party is the subject of an Insolvency Event.



 


	5.2	Delivery
    of intellectual property and Confidential Information


 


Upon
the expiration or termination of this Agreement for any reason the Service Provider will promptly deliver to the Company all of the following
to the extent those items are in the Service Provider’s possession or control:


 


		(a)	Licensor’s
                                            Intellectual Property;



 


		(b)	Developed
                                            Intellectual Property, including all work in progress on any Developed Intellectual Property
                                            not previously delivered to Company, if any; and



 


		(c)	Confidential
                                            Information and intellectual property in the Service Provider’s possession or control
                                            as a result of or in connection with this Agreement.



 


 






	6.	No
    Agency or Partnership


 


This
Agreement does not constitute either party the agent of the other or imply that the parties intend constituting a partnership, joint
venture or other form of association in which either party may be liable for the acts or omissions of the other. Neither party has authority
to pledge the credit of the other party or bind the other party to any arrangement.


 


 






	7.	Costs


 


The
Licensee must pay its and the Licensor’s costs in relation to:


 


		(a)	the
                                            negotiation, preparation, execution, performance, amendment or registration of, or any notice
                                            given or made; and



 


		(b)	the
                                            performance of any action by that party in compliance with any liability arising,



 


under
this Agreement, or any agreement or document executed or effected under this Agreement, unless this Agreement provides otherwise.


 




    	8



     


    

 


Operative
Part


 


 






	8.	GST


 


		(a)	This
                                            provision applies to any GST taxable supply by either party (Supplier) under or in
                                            connection with this Agreement to or for the benefit of the other party (Recipient)
                                            in relation to any consideration, remuneration, cost or other payment payable to the Supplier
                                            or reimbursable or indemnified by the Recipient under this Agreement (Consideration)
                                            in connection with that supply.



 


		(b)	Any
                                            Consideration has been or will be specified, calculated or assessed under or by reference
                                            to any provision of this Agreement initially without reference to, and exclusive of, any
                                            GST payable by the Supplier on or in relation to that Consideration (Tax Exclusive Payment).



 


		(c)	The
                                            Recipient must increase the Tax Exclusive Payment by any additional amount, sufficient that
                                            the total amount payable by the Recipient, after discounting for the amount of any GST liability
                                            of the Supplier on that total, is equal to the Tax Exclusive Payment, less the amount of
                                            any input tax credit to which the Supplier is entitled in relation to any reimbursable cost.



 


		(d)	The
                                            Supplier must issue to the Recipient tax invoices in proper form and in compliance with any
                                            GST Law connected with any supply of any right, property or services by the Supplier under
                                            this Agreement.



 


 






	9.	Assignment


 


Neither
party may transfer any right or liability under this Agreement without the prior written consent of the other party, except where this
Agreement provides otherwise.


 


 






	10.	Notices


 


	10.1	Form


 


Any
notice must be in writing and signed by the sender or any solicitor acting for the sender or, if a corporate party, an Authorised Officer
of the sender, including any director, secretary or person notified in that capacity by that corporate party, or under the seal of the
sender or any power of attorney.


 


	10.2	Service
    Method


 


Any
notice may be served by delivery in person or by post, email or facsimile transmission to the address or number of the recipient and
will be effective for the purposes of this Agreement upon physical receipt by the recipient, or by an email or facsimile response which
confirms that the notice has been received.


 




    	9



     


    

 


Operative
Part


 


 






	11.	Governing Law





 


This
Agreement is governed by and construed under the law of the State of California, USA, without reference to conflict of laws principles.
The parties submit to the jurisdiction of courts exercising jurisdiction in that State.


 


 






	12.	Confidential Information








 


	12.1	Definition of Confidential Information





 


For
the purposes of this clause, Confidential Information means:


 


		(a)	any
                                            and all technical or business data, information or items (including third party data, information,
                                            or items) in whatever form or medium, provided to the Licensee or collected or generated
                                            by the Licensee in connection with this Licence regardless of whether such data, information
                                            or items are marked or identified as “Confidential”; and



 


		(b)	any
                                            data, information or items relating to or embodied in the Developed Intellectual Property.



 


	12.2	Licensee confidentiality obligation





 


The
Licensee will:


 


		(a)	treat
                                            as confidential, and preserve the confidentiality of, all Confidential Information;



 


		(b)	use
                                            the Confidential Information solely for the purposes of this Agreement;



 


		(c)	not
                                            copy such Confidential Information unless specifically authorized by the Company;



 


		(d)	limit
                                            dissemination of the Confidential Information to those individuals to whom disclosure is
                                            necessary for the purposes of this Agreement, provided such individuals have agreed, in a
                                            written agreement no less restrictive than this Agreement, to maintain the confidentiality
                                            thereof;



 


		(e)	promptly
                                            return and/or destroy all Confidential Information at the Company’s request; and



 


		(f)	immediately
                                            notify the Company upon discovery of any loss or unauthorized disclosure of any Confidential
                                            Information and use all reasonable efforts to retrieve such Confidential Information.



 




    	10



     


    

 


Operative
Part


 


 






	13.	General
    Provisions


 


	13.1	Amendments


 


Any
amendment of this Agreement has no force or effect, unless effected by a document executed by the parties.


 


	13.2	Third
    Parties


 


This
Agreement confers rights only upon a person expressed to be a party, and not upon any other person.


 


	13.3	Pre-Contractual
    Negotiation


 


This
Agreement:


 


		(a)	expresses
                                            and incorporates the entire agreement between the parties in relation to its subject-matter,
                                            and all the terms of that agreement; and



 


		(b)	supersedes
                                            and excludes any prior or collateral negotiation, understanding, communication or agreement
                                            by or between the parties in relation to that subject-matter or any term of that agreement.



 


	13.4	Further
    Assurance


 


Each
party must take all steps, execute all documents and perform any action necessary or required by the other party to give full effect
to this Agreement, whether prior or subsequent to performance of this Agreement.


 


	13.5	Waivers


 


Any
failure or delay by either party to exercise any right under this Agreement does not operate as a waiver and the single or partial exercise
of any right by that party does not preclude any other or further exercise of that or any other right by that party.


 


	13.6	Indemnity
    and Remedies


 


The
Licensee will indemnify, hold harmless and defend, the Licensor and its officers, directors, affiliates, agents, employees and customers
from any and all losses, liabilities, damages, claims, demands, litigation, and expenses (including related costs and attorneys’
fees) of every nature arising or resulting, directly or indirectly from or incident to any actual or alleged:


 




    	11



     


    

 


Operative
Part


 


		(a)	act
                                            or omission of Licensee (including its employees or contractors);



 


		(b)	breach
                                            of this Agreement by Licensee (including its employees’ or contractors’);



 


		(c)	infringement
                                            of any third-party intellectual property rights or the use thereof by Licensee;



 


		(d)	failure
                                            by Licensee to satisfy any of its tax or withholding obligations; and/or



 


		(e)	claims
                                            arising out of Licensee’s liability to its employees, contractors or agents.



 


	13.7	Limitation
    of Liability


 


The
Company is not liable for any consequential, incidental, indirect, punitive or special damages, including commercial loss and lost profits,
however caused and regardless of legal theory or foreseeability, directly or indirectly arising under this Agreement.


 


	13.8	Rights
    cumulative


 


The
rights of a party under this Agreement are cumulative and not exclusive of any rights provided by law.


 


	13.9	Severability


 


Any
provision of this Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating
or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.


 


	13.10	Counterparts
    and Signature


 


This
Agreement may be executed in any number of counterparts and signed and delivered by electronic means, all of which taken together are
deemed to constitute an original and one and the same document.


 




    	12



     


    

 


Execution


 


EXECUTED
as an agreement


 


LICENSOR:






	EXECUTED
    by IMMIX BIOPHARMA, INC.	)	 
	 	)	 
	 	)	 


 


	By:	/s/
    Ilya Michael Rachman	 
	 	President
    and CEO	 
	 	Full
    Name: Ilya Michael Rachman	 


 




    	13



     


    

 


Execution


 


LICENSEE:


 


	EXECUTED
    by IMMIX BIOPHARMA	)	 
	AUSTRALIA
    PTY LTD ACN 613 951 536	)	 
	pursuant
    to section 127(1) of the Corporations	)	 
	Act
    2001 (Cth):	 	 


 


	/s/
    Blair Andrew Lucas	 	/s/
    Ilya Michael Rachman
	Director	 	Director
	Full
    Name: Blair Andrew Lucas	 	Full
    Name: Ilya Michael Rachman


 




    	14



     


    

 


Execution


 


EXECUTED
as an agreement


 


LENDER:






	EXECUTED
    by IMMIX BIOPHARMA, INC	)	 
	 	)	 
	 	)	 


 


	By:
    	/s/
    Ilya Michael Rachman	 
	 	President
    and CEO	 
	 	Full
    Name: Ilya Michael Rachman	 


 




    	15



     


    

 


Execution


 


BORROWER:


 


EXECUTED
by IMMIX BIOPHARMA


AUSTRALIA
PTY LTD ACN 613 951 536


pursuant
to section 127(1) of the Corporations


Act
2001 (Cth):


 


	/s/
    Blair Andrew Lucas	 	/s/
    Ilya Michael Rachman
	Director	 	Director
	Full
    Name: Blair Andrew Lucas	 	Full
    Name: Ilya Michael Rachman


 




    	16