Blueprint





 











Exhibit 10.2



 



CONFIDENTIAL TREATMENT REQUESTED.



INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN



REQUESTED IS OMITTED AND MARKED WITH “****” OR
OTHERWISE



CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT
HAS



ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE
COMMISSION.


 



FIRST AMENDMENT TO PILOT MATERIALS TRANSFER AGREEMENT


 


This is
an amendment (“First Amendment”), effective as of
September 29, 2016 (“First Amendment Effective Date”),
to the Pilot Materials Transfer Agreement (
“Agreement”) by and between Celgene Corporation, a
Delaware corporation having its principal place of business at 86
Morris Avenue, Summit, New Jersey 07901 (together with its
subsidiaries and affiliates hereinafter collectively referred to as
“Celgene”) and MetaStat, Inc., a Nevada corporation
having an address at 27 Drydock Avenue, 2nd Floor, Boston, MA
02210-2377 (“Company”).


 


WHEREAS, on August
22, 2016, Celgene and Company entered into the
Agreement;


 


WHEREAS, the
Agreement sets forth certain rights and obligations of the parties
relating to the Pilot Project hereunder; and


 


WHEREAS, Celgene
and Company now mutually desire to amend the Agreement as further
described below upon the terms and conditions set forth
herein.


 


NOW,
THEREFORE, in consideration of the covenants contained herein the
parties hereto, intending to be legally bound hereby, agree to
amend the Agreement as follows:


 




I.

Section 1.5 of the
Agreement shall be deleted in its entirety and replaced by the
following:






 


1.5            “PILOT
PROJECT” means the research and/or experimentation and budget
attached hereto as Appendix B pertaining to the CELGENE MATERIALS
and incorporated herein by reference.


 




II.

Section 2.3.1 shall
be added to the Agreement as follows:






 


2.3.1       
Funding.


 


(a)           Research
Support. Celgene shall pay Company the amounts set forth in
Appendix B, attached hereto and made a part hereof. Outside of
items specifically valued and listed in Appendix B, Celgene may
provide other “transfers of value,” in connection with
the Pilot Project, as those terms are defined in the Department of
Health and Human Services Final Rule Implementing the Transparency
Reporting Provisions of Section 6002 of the Affordable Care Act (42
CFR Parts 402 and 403) (the “U.S. Sunshine Act”) to
Company. Transfers of value may include, but are not limited to:
the provision of sufficient quantities of study drug, if any,
and/or placebo; the provision of diagnostic exams; the provision of
necessary equipment for the conduct of the Pilot Project; and other
in-kind items Celgene provides to the Company. Company acknowledges
and agrees that Celgene may release information about the existence
of this Agreement and the terms hereof, including payment and other
items of value given under this Agreement to government authorities
under state or federal law. Company further acknowledges that such
information may be made publicly available by such government
authorities. Disclosures by Celgene under these situations shall be
deemed a permitted disclosure, and Company shall have no recourse
against Celgene for such disclosures.



 

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(b)           Payment
Schedule. Celgene shall pay Company the amounts set forth in
Appendix B according to the schedule set forth therein
(“Total Cost”), in consideration for the performance of
the Pilot Project and in accordance with the completion of the
following milestones (“Milestones”) to Celgene’s
reasonable satisfaction. Each Milestone shall require Company to
submit written reports (“Reports”), each of which must
be received and approved by Celgene before payment shall be
issued.


 

Milestone #1: 50%
of Total Cost/Initial payment upon First Amendment Effective Date
(September 29, 2016).


 


Milestone #2: 25%
of Total Cost to be completed upon ****.


 


Milestone #3: 15%
of Total Cost upon ****.


 


Milestone #4: 10%
of Total Cost due upon ****.


 


(c)           Company
Obligations. Company shall monitor expenditures, in
accordance with its policies, to ensure that the funds provided by
Celgene are spent in accordance with this Agreement and approved
budgets. Company shall have the right to re-budget funds between
cost categories in the Pilot Project as reasonably deemed necessary
by Company; provided, however, that all funds provided to Company
are spent solely in the conduct of the Pilot Project. Within thirty
(30) days of the completion and/or termination of the Pilot Project
and/or this Agreement, Company shall provide a full accounting to
Celgene of all costs incurred and funds expended in connection with
the Pilot Project and provided further that Company notifies
Celgene, in advance, of any desire to re-budget funds. All funds
not expended at the completion or termination of the Pilot Project
and/or this Agreement shall be returned to Celgene within thirty
(30) days of such completion or termination.


 




III.

Attachment to First Amendment.
The Attachment to this First Amendment, attached hereto and
incorporated herein by reference, which includes additional study
aims and costs related thereto, shall be appended to Appendix B of
the Agreement.






 




IV.

The following table
shall be added to Appendix B and titled “Payment
Schedule:”






 


 




 



 

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Payment Schedule


	


Deliverables to Celgene

	

Date

	


Payment


	

Execution
of First


Amendment
and


Upon
Receipt of


Invoice*
(a)

	


Milestone #1



(50%)

	


$486,741


	

Upon
Receipt of


Interim
Report and


Invoice*
(b)

	


Milestone #2



(25%)

	


$243,371


	

Upon
Receipt of


Interim
Report and


Invoice*
(b)

	


Milestone #3



(15%)

	


$146,022


	

Upon
Receipt of


Final
Report and


Invoice*
(b)

	


Milestone #4



(10%)

	


$97,348


	
 

	


TOTAL COST:

	


$973,482


	

 


*Please
submit invoices with Purchase Order Number to the attention
of:


 


Celgene
Corporation


P.O.
Box 27797


Salt
Lake City, UT 84130


CelgeneCorporation@metasource.com


 


(a) Invoice
to be paid within 1 day from receipt of invoice


(b) Invoice
to be paid within 10 days from receipt of invoice







 




V.

Definitions. Capitalized terms used herein and
not otherwise defined in this First Amendment shall have the same
meaning as set forth in the Agreement.






 




VI.

Effect of First Amendment.
Except as otherwise amended hereby, all terms and conditions of the
Agreement shall remain in full force and effect and the rights,
duties, liabilities and obligations of the parties thereto, as
presently constituted, will continue in full effect.






 




VII.

No Modification. This First
Amendment may be amended or modified, or any provision hereof
waived, only by a written instrument executed by the parties
hereto.






 




VIII.

Counterparts. This First
Amendment may be executed in counterparts, each of which when
executed shall be deemed to be an original and both of which
together shall constitute one and the same document.






 




 



 

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IN WITNESS WHEREOF, the parties have caused this First
Amendment to be executed by their respective duly authorized
representatives as of the First Amendment Effective Date written
above.


 


 


	Celgene
Corporation
	

 

	
MetaStat,
Inc.	

	 

	

 

	
 	

	By:	
/s/
Peter
Worland


	

 

	By:
	
/s/
Douglas
A. Hamilton

	

 


	
 

	
 

	

 

	

 

	
 

	

 


	Name:	Peter
Worland
	

 

	Name:
	Douglas A.
Hamilton	

 


	
 

	
 

	

 

	

 

	
 

	

 


	Title:	CVP, Integrative
Research Dev.	

 

	Title:
	President and
CEO	

 


	
 

	
 

	

 

	

 

	
 

	

 


	Date:	9/29/2016
	

 

	Date:	9/29/2016	

 


	
 

	
 

	

 

	

 

	
 

	

 


	Approved for Legal
Content: DC/sb	

 

	

 

	
 

	

 


	
 

	
 

	

 

	

 

	
 

	

 


	
 

	
 

	

 

	

 

	
 

	

 







 


                                                               


 


 


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