CRICOS No. 00213J ABN 83 791 724 622

    Document Classification MOPP F/1.2.5:



 


Research
Agreement


 


	THIS AGREEMENT is made 
	 	 
	BETWEEN  	
    queensland university of
    technology (ABN 83 791 724 622) of 2 George Street, Brisbane, 4000, in the State of Queensland, Australia

    (“QUT”)    

	 	 
	AND	
    QUOIN PHARMACEUTICALS, Inc., a Delaware corporation, with
    an address of 42127 Pleasant Forest Ct, Ashburn, VA 20148 USA  

     

    (“Quoin” or “Collaborator”)
     



  


BACKGROUND


 


The parties wish to collaborate on, and provide
their contributions to, the Project in accordance with the terms of this Agreement.


 


OPERATIVE PROVISIONS


 


		1	DEFINITIONS and INTERPRETATION



 


		1.1	In this Agreement, the following words have the following meanings:



 


Agreement
means this document and any schedules or attachments to this document.


 


Background
Material of a party means Materials created prior to, or independently of, this Agreement (including third party Material)
which that party contributes or makes available for use in the Project, including the Material listed in Schedule 4.


 


Bluebox
means qutbluebox Pty Ltd ABN 97 041 405 905 of Level 4, Block X, 88 Musk Avenue, Kelvin Grove, Qld 4059, being the subsidiary
trustee company established by QUT to commercialise its Intellectual Property Rights.


 


Commencement
Date means the date of complete execution of this Agreement by the Parties.


 


Commercialise
means to exercise or deal with the Intellectual Property Rights in Material, in any way for a financial gain or benefit (whether or not
such gain or benefit is ultimately obtained) including:


 


		(a)	to exercise Intellectual Property Rights in the Material to provide a service for which a financial gain
or benefit is received;



 


		(b)	to exercise Intellectual Property Rights in the Material to create, or as part of, a product or process
which is, or is to be, sold, hired, leased, distributed or made available to others for financial gain or benefit;



 






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		(c)	to directly or indirectly grant to others rights to use Intellectual Property Rights in the Material for
a financial gain or benefit,



 


but does not include the use of the
Material in connection with delivering award courses or to undertake public benefit or other non-commercial research with or without funding
from a third party and Commercialisation shall have a corresponding meaning.


 


Confidential
Information of a party means:


 


		(a)	any information designated as that party’s Confidential Information in Schedule 4;



 


		(b)	any new information generated as part of Project Material in which that party owns the Intellectual Property
Rights; and



 


		(c)	any information developed independently of this Agreement (whether by the party or a third party), that
the party makes available to the other party for the purposes of this Agreement including the conduct of the Project which that party
designates as confidential or the receiving party ought reasonably know is confidential from the circumstances or nature of the information,



 


but does not include information which
is:


 


		(d)	publicly available or subsequently becomes publicly available other than in breach of this Agreement;



 


		(e)	lawfully known to another party on a non-confidential basis before being disclosed by the other party;
or



 


		(f)	lawfully acquired by another party on a non-confidential basis from a third party without breaching obligations
of confidentiality.



 


Contributions
means the cash and in-kind contributions to be made by a party as specified in Schedule 3.


 


Expiration
Date means the conclusion of the Project as described in Schedule 2.


 


Force
Majeure Event with respect to a party means an unforeseeable event beyond the control of an affected party which occurs without
fault or negligence of the affected party (but shall not include non-performance of any Specified Personnel) including:


 


		(a)	acts of God;



 


		(b)	war, riot, insurrection, vandalism or sabotage;



 


		(c)	strike, lockout, ban, limitation of work or other industrial disturbance; and



 


		(d)	law, rule or regulation of any government or governmental agency and executive or administrative
order or act of general or particular application.



 


Intellectual
Property Rights or IPRs includes any and all intellectual and industrial property rights throughout the world however conferred
by statute, common law or equity in any jurisdiction including rights in respect of or in connection with:


 


		(a)	copyright (including future copyright and rights in the nature of or analogous to copyright);



 


		(b)	plant varieties;



 


		(c)	inventions (including patents and any divisionals, continuations, continuation-in-parts, patent term extensions,
and supplementary protection certificates thereto),



 


		(d)	confidential information, trade secrets and know-how;



 


		(e)	trade marks, service marks;



 


		(f)	designs, circuit layouts; and



 






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any other results of intellectual activity
in the industrial, commercial, scientific or literary or artistic fields, whether or not now existing and whether or not registered or
registrable and includes any rights to apply for the registration of such rights and includes all renewals and extensions.


 


Key
Terms means the key terms described in clause 9.4 which must be included in an agreement described in clause 9.1.


 


Material
means any ideas, discoveries, inventions, information, data, compilations, records, designs, works, technology, software, methods,
processes, formulas, names, logos or any other thing of any kind in which Intellectual Property Rights or other rights subsist.


 


Option
means the exclusive option described in clause 9.1 of this Agreement.


 


Option
Period shall be from the Commencement of this Agreement until the earlier of the following:


 


		(a)	Six (6) months after the conclusion of the Project under this Agreement;



 


		(b)	Execution of an agreement described in clause 9.1 of this Agreement;



 


		(c)	Termination of this Agreement under clause 16.2.



 


Project
means the project described in Schedule 2.


 


Personal
Information means information or an opinion, including information or an opinion forming part of a database, whether true or
not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained,
from the information or opinion.


 


Personnel
of a party means the employees, contractors, students and any other person that is an agent of that party.


 


“Post Doc” means
the post doctorial candidate hired by QUT and included as QUT’s Specified Personnel in connection with the terms of this Agreement.


 


Project
Material means all Material created in connection with the Project by a party’s Personnel. For the avoidance of doubt
Project Material does not include Background Material incorporated in the Project Material.


 


Specified
Personnel are those Personnel of a party listed in Schedule 2.


 


Term
is defined in clause 2.1.


 


		1.2	In this Agreement:



 


		(a)	a right to ‘use’ Material includes any use that requires the exercise of Intellectual Property
Rights in that Material;



 


		(b)	the singular includes the plural and vice versa;



 


		(c)	a reference to a gender includes the other genders;



 


		(d)	headings are for reference only and do not affect the meaning of any provision;



 


		(e)	other grammatical forms of each defined word or expression will have a corresponding meaning;



 






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		(f)	a reference to this Agreement includes any schedules or annexures to this Agreement;



 


		(g)	a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or
schedule or annexure to this Agreement;



 


		(h)	a reference to a document or agreement, including a reference to this Agreement, includes a reference
to that document or agreement as novated, varied or replaced from time to time;



 


		(i)	a reference to “$”, “$A”, “dollar” or “A$” is a reference
to Australian currency;



 


		(j)	a reference to a month is a reference to a calendar month;



 


		(k)	a reference to a person includes a reference to bodies corporate, partnerships, incorporated and unincorporated
associations, firms, joint ventures, trusts, governments and governmental and semi-governmental bodies;



 


		(l)	a reference to any legislation, regulation or other statutory instrument includes a reference to any enactment,
amendment, substitution or consolidation and any statutory instrument issued pursuant to such legislation, regulation or other statutory
instrument;



 


		(m)	a reference to writing includes all physical and electronic methods of visibly representing or reproducing
words, figures or symbols;



 


		(n)	no rule of construction applies to the disadvantage of the party that drafts this Agreement on the
basis that the party suggested the relevant drafting;



 


		(o)	words such as “includes” and “including” do not impose any limitation on the construction
of general language that is followed by specific examples.



 


		1.3	In the event of any inconsistency between any of the provisions of this Agreement, they shall take precedence
in the following order:



 


		(a)	the terms and conditions (with primary obligations taking precedence);



 


		(b)	the schedules; and



 


		(c)	any other document attached or incorporated by reference.



 


		2	TERM



 


		2.1	Except in relation to the Option and all terms relevant to it, this Agreement commences on the Commencement
Date and ends on the Expiration Date unless terminated earlier in accordance with this Agreement (Term).



 


		2.2	Prior to the expiry of the Agreement, the parties may extend the Term by written agreement. Any agreement
to such extension is made in each party’s absolute discretion and subject to internal approval.



 


		3	CONDUCT OF PROJECTS



 


		3.1	The parties agree to participate in the Project:



 


		(a)	as specified in Schedule 2 and this Agreement;



 


		(b)	diligently, competently and in accordance with the professional, scientific, ethical, business and financial
principles and standards that would be reasonably expected to apply to such work; and



 


		(c)	in accordance with applicable laws.



 


		(d)	Notwithstanding the foregoing, it is acknowledged that all research is being performed by QUT through
its Specified Personnel. QUT shall perform (and cause is Specified Personnel to perform) the Project consistent with subpart (b) above,
by qualified personnel and in accordance with accepted scientific and ethical principles, standards and laboratory procedures and consistent
with (i) effort and at a quality comparable to research performed at major public and private research universities (including within
the United States and Australia) and (ii) applicable laws. QUT shall obtain (and require its Specified Personnel and approved sub-contractors
to obtain) all required licenses, permits regulatory or ethics approval before carrying out activities under this Agreement.



 






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		3.2	The parties will not be liable to perform the Project until they have those approvals specified in Schedule
2 (if any) for the Project and upon such approvals being obtained any affected Project timeframes will be extended accordingly. The parties
agree to cooperate and use all reasonable endeavours to obtain all necessary approvals in a timely manner.



 


		3.3	With Quoin’s prior approval, QUT may engage a subcontractor to perform work in relation to the Project,
provided that such subcontract shall include terms no less onerous than provided in this Agreement. QUT also vouches that the subcontractor
is fully qualified to perform such work. Without limiting the foregoing, QUT shall be solely responsible for its performance under this
Agreement and for any work sub-contracted to any third party (it being agreed that, notwithstanding anything contained in this Agreement
to the contrary, any breach by subcontractors or its Specified Personnel or their respective affiliates (including Bluebox) of this Agreement
shall be deemed a breach by QUT of this Agreement). All work sub-contracted to third party shall only be on work-for-hire basis and such
third parties shall have no right to any Project Material or IPRs used or developed in connection with work performed.



 


		4	DAY TO DAY MANAGEMENT; REPORTS



 


		4.1	The parties will keep each other informed of the progress of the Project in writing and by telephone and
will, from time to time:



 


		(a)	discuss the progress of the Project;



 


		(b)	facilitate the review and approval of publications in respect of the Project;



 


		(c)	identify potential registrable or commercially valuable IPRs arising from the Project and promptly notify
the parties in relation to any protectable or commercially valuable IPR; and



 


		(d)	discuss in good faith any issues that may arise during the course of this Agreement in relation to the
Project.



 


		(e)	Without limiting the generality of above, QUT shall cause its Specified Personnel to issue a detailed
written final report to Quoin summarizing the results of the Project, including Project Material, if any, within thirty (30) days after
completing the Project. In addition to the above final report, within thirty (30) days after each milestone payment set forth on Schedule
3 is made, QUT shall cause its Specified Personnel to provide to Quoin interim written reports giving status of the Project, and the results
and activities carried out prior to such milestone payment date. During the Term, QUT shall (and shall cause the QUT Specified Personnel
and subcontractors) to (x) permit Quoin and its representatives to have at least one in person meeting with QUT and the Specified
Personnel at QUT’s facility on an annual basis,, and (y) make available the Specified Personnel and applicable employees of
QUT as requested by Quoin.



 


		4.2	Despite the discussions between the parties under this Agreement, no variations shall be made to the Agreement
except in writing signed by the parties.



 


		4.3	For the purpose of this clause, Bluebox may engage in discussions as the agent of QUT, subject to the
terms and conditions set forth herein.



 






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		5	CONTRIBUTIONS



 


Cash Contributions


 


		5.1	QUT will issue the Collaborator with GST compliant invoices for their respective cash Contributions in
the amounts and at the times specified in Schedule 3.



 


		5.2	The Collaborator must pay the amounts invoiced in accordance with clause 5.1 by the due date specified
in the invoice (which will be no less than 45 days from the date of invoice).



 


		5.3	QUT will use the cash Contributions for the Project in accordance with the Budget.



 


		5.4	If the Parties agree that QUT shall use any cash Contributions to purchase equipment for the Project,
then that equipment will be owned by QUT, unless the parties have expressly agreed otherwise in writing.



 


In-Kind Contributions


 


		5.5	The parties will make their in-kind Contributions to the Project to the value and for the time contemplated
in Schedule 3.



 


		6	SPECIFIED PERSONNEL.



 


		6.1	Each party acknowledges that any of its Personnel named as Specified Personnel in this Agreement, must
be directed to work on the Project for the times specified in this Agreement and if at any time they are unable to do so, then that party
must:



 


		(a)	immediately notify the other party of the unavailability; and



 


		(b)	promptly replace that Specified Personnel with personnel who have:



 


		(1)	the time commitment, qualifications and competency to carry out the Project; and



 


		(2)	similar expertise and ability to those of the Specified Personnel they are to replace; and



 


		(c)	notify the other party of the name and qualifications of the replacement personnel upon finding a replacement.



 


		7	BACKGROUND MATERIAL



 


		7.1	Nothing in this Agreement alters or transfers ownership in any Background Material, including any Intellectual
Property Rights subsisting in Background Material.



 


		7.2	Each party grants to each other party a non-exclusive, royalty-free licence to use its Background Material:



 


		(a)	during the Term - for the purpose of carrying out the Project in accordance with this Agreement; and



 


		(b)	during and after the Term - in conjunction with Project Material for purposes other than Commercialisation
which are solely for research or academic purposes and only to the extent the Background Material is necessary for the other party to
exercise the full benefit of the rights in the Project Material granted to it under this Agreement,



 


BUT subject to the confidentiality obligations
herein and any restrictions or obligations made known to the other party prior to that Background Material being used in the Project.


 






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		7.3	For the avoidance of doubt, no rights are given to a party to sublicense any rights in Background Material
to a third party.



 


		8	PROJECT MATERIAL



 


		8.1	All Intellectual Property Rights in Project Material made by QUT shall vest in QUT. All Intellectual Property
Rights in Project Material made by Quoin shall vest in Quoin. All Intellectual Property Rights in Project Material made jointly by QUT
and Quoin shall jointly vest in QUT and Quoin.



 


		8.2	The parties each grant a non-exclusive, royalty-free licence in the Project Materials that they own to
the other party for the performance of the Project and for internal - non-commercial research and teaching purposes.



 


		8.3	No party may unlawfully use the Project Material in which another party owns enforceable Intellectual
Property Rights except as expressly specified in this Agreement or in compliance with the written consent of that other party.



 


		9	OPTION TO COMMERCIALISE



 


		9.1	QUT grants the Collaborator an exclusive Option to enter into an agreement, which will be negotiated by
the parties hereto in good faith, for the exclusive Commercialisation of the Project Materials in accordance with clause 9.3.



 


		9.2	Subject to full payment of cash Contributions under this Agreement, the Collaborator may at any time during
the Option Period exercise the Option by giving QUT written notice of the exercise of the Option.



 


		9.3	The agreement described in clause 9.1 shall be subject to the following:



 


		(a)	On exercise of the Option in accordance with clause 9.2, the parties must commence negotiation of the terms of the agreement within
thirty (30) business days of receiving the notice to exercise the Option;



 


		(b)	The terms of the agreement described in clause 9.1 must incorporate the Key Terms and be negotiated on an arms-length commercial basis;



 


		(c)	If the parties have failed to agree on the Key Terms of the agreement described in clause 9.1 within six (6) months of the exercise
of the Option, then QUT may Commercialise the Project Materials as QUT sees fit;



 


		(d)	If the Project Materials are commercialised by someone other than the Collaborator under clause 9.3(c), the Collaborator will be entitled
to a 10% royalty of all revenue received by QUT from the Commercialisation of the Project Materials up to a maximum amount equal to the
total payments made by the Collaborator to QUT under this Agreement; and,



 


		(e)	The parties must act reasonably in negotiating the agreement described in clause 9.1.



 






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		9.4	The Key Terms which must be included in an agreement described in clause 9.1 are as follows:


 


		(a)	The scope of Intellectual Property Rights that will be the subject of agreement under the Option shall be the Project Materials owned
or controlled by QUT and created in the course of the Project in a modified bikunin protein that has been modulated to inhibit the KLK5
and KLK7 proteases which may be relevant for a therapeutic for Netherton Syndrome and includes:



 


		(1)	Composition of matter of the modified protein, pharmaceutical compositions containing it, methods of using them, and processes for
making them;



 


		(2)	Data relating to activity of the modified protein;



 


		(3)	Know how in relation to the preparation and use of the modified protein;



 


		(4)	Rights to apply for and register patents in relation to the modified protein, pharmaceutical compositions containing it, methods of
using them, and processes for making them worldwide, including in Australia and in all other countries.



 


		(b)	The agreement may include either an assignment or exclusive license of the Intellectual Property Rights which are the subject of the
agreement;



 


		(c)	There must be a royalty rate in the range of 3% to 5%.



 


		(d)	There may be milestone payments which shall, at a minimum, relate to the costs of any intellectual property protection or other steps
taken by QUT in relation to the Intellectual Property Rights the subject of the agreement;



 


		(e)	The field of commercialisation shall be use as a therapeutic for any indication.



 


		(f)	The territory for the arrangement will be world-wide.



 


		(g)	The arrangement must be exclusive within the field of commercialisation and within the territory.



 


		9.5	If either:



 


		(a)	the Collaborator does not exercise the Option within sixty (60) Business Days of the expiry of the Option
Period; or,



 


		(b)	the parties do not execute an agreement as described in clause 9.1 within six (6) months of the exercise
of the Option,



 


then the Option will automatically terminate
and be exhausted and this clause shall no longer have force or effect.


 


		9.6	The Collaborator acknowledges that QUT manages the protection and Commercialisation of QUT generated Intellectual
Property Rights via Bluebox, and that negotiations in relation to the protection and Commercialisation of Project Material and Background
Material may therefore be between the Collaborator and Bluebox.



 


		10	INTELLECTUAL PROPERTY RIGHTS PROTECTION



 


		10.1	During the Term, QUT (including by its agent, Bluebox) shall prosecute and maintain all current Intellectual
Property Rights in the Project Materials solely made by QUT or jointly made by QUT and Quoin (“Project Inventions”)
and may make additional applications as it considers commercially and legally responsible.



 






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		10.2	During the Term, QUT (including by its agent, Bluebox) shall be responsible for the costs of all filling,
maintenance and prosecution of Intellectual Property Rights in the Project Inventions. QUT (including by its agent, Bluebox) shall keep
the Collaborator informed of the status of any patent applications made in relation to the Project Materials from time to time and on
request.



 


		10.3	In the event that QUT does not elect to file, maintain or prosecute Intellectual Property Rights in the
Project Materials, the Collaborator will have the right, at its sole discretion and sole expense, to take action to file, maintain or
prosecute Intellectual Property Rights in the Project Inventions. Any Intellectual Property Rights filed, maintained or prosecuted by
the Collaborator under this sub-clause must be in the name of QUT if solely made by QUT, or in the name of QUT and Quoin if jointly made
by QUT and Quoin, until an agreement under clause 9.1 of this Agreement is executed.



 


		10.4	In the event the Collaborator exercises the Option and the parties enter into an agreement described in
clause 9.1, the Collaborator shall be responsible for all future Intellectual Property Rights patent applications, maintenance and prosecution
dealt with in that agreement. QUT (including by its agent, Bluebox) agree to provide the Collaborator with all reasonable assistance for
the Collaborators filings, maintenance and prosecutions under this clause, subject to the Collaborator paying any out of pocket expenses
incurred by QUT (or its agent, Bluebox) in providing such assistance.



 


		11	CONFIDENTIALITY



 


		11.1	Each party must:



 


		(a)	maintain the secrecy of, and prevent unauthorised access to, each other's Confidential Information;



 


		(b)	not use another's Confidential Information except:



 


		(1)	as required for the performance of, or to exercise its rights under or arising from, this Agreement; or



 


		(2)	as required to obtain professional advice in relation to any matter connected with this Agreement including
advice on the patenting of Project Material;



 


		(c)	not disclose another's Confidential Information to any person other than to:



 


		(1)	its Personnel who need to know it in order to perform the Project, or in order to exercise the party’s
rights in Material under this Agreement or the Option Agreement; and



 


		(2)	its professional advisors with a need to know it in order to provide professional advice in relation to
any matter connected with this Agreement including advice on the patenting of Project Material; and



 


		(d)	ensure that its Personnel and advisors to whom the other’s Confidential Information is disclosed,
are made aware of the obligations of confidentiality under this Agreement, and are legally obliged to ensure that the Confidential Information
is only used, disclosed and dealt with in accordance with those obligations.



 


		11.2	Each party may disclose another party’s Confidential Information if required by law but, unless
prohibited by law or legal process, it must inform that other party first (with as much prior notice as possible) and use all reasonable
endeavours to limit the terms of that disclosure as reasonably requested by that other party.



 






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		12	PRIVACY



 


		12.1	Each party must, in dealing with any Personal Information for the purposes of the Project:



 


		(a)	comply with all laws applicable to that party (including, without limitation, privacy and data protection
laws) which regulate the collection, storage, use and disclosure of Personal Information;



 


		(b)	promptly notify the other party of any complaint or investigation under, or relating to, any breach of
those laws in relation to that information processed for purposes of the Project; and



 


		(c)	reasonably cooperate with the other party in resolving any such complaint or investigation.



 


		12.2	If a Collaborator is considered a ‘contracted service provider’ of QUT under the Information
Privacy Act 2009 (Qld) in performing its obligations under this Agreement, it will comply with Parts 1 and 3 of that Act as if it
were an agency under that Act.



 


		13	PUBLICATIONS



 


		13.1	The parties will ensure that all publications and presentations in respect of the Project comply with
the authorship and publication requirements of the Australian Code for the Responsible Conduct of Research.



 


		13.2	In addition to clause 13.1, each party (“Publishing Party”) must before publishing
or submitting for publication, or presenting, anything in relation to the Project that discloses another party’s Confidential Information,
or uses another party’s Background Material (“Publication”), provide a copy of the proposed Publication to that
other party (“Reviewing Party”) for review and response in accordance with clause 13.3.



 


		13.3	Within fourteen (14) days of the Publishing Party providing the Publication to the Reviewing Party for
review, the Reviewing Party must notify the Publishing Party in writing that it:



 


		(a)	gives unconditional consent; or



 


		(b)	gives consent subject to certain amendments being made which are in the reasonable opinion of the Reviewing
Party necessary to ensure its Confidential Information is not disclosed and its privacy obligations are met;



 


		(c)	require the Publication to be delayed for up to 6 months so as to not prejudice its ability to protect
and Commercialise its Confidential Information or other Background Material, including to exercise rights under the Option Agreement.



 


		13.4	If the Publishing Party does not receive a response in accordance with clause 13.3 within twenty eight
(28) days of the Reviewing Party receiving the Publication for review, the Reviewing Party will be deemed to have given unconditional
consent.



 


		13.5	The Publishing Party may proceed with the Publication:



 


		(a)	upon unconditional consent being given by all Reviewing Parties; or



 


		(b)	if amendments are required under clause (b), upon all reasonable amendments being made; and



 


		(c)	if a period of delay is required under clause 13.3(c), upon the expiry of that period.



 


		14	USE OF NAMES



 


		14.1	Neither party may in connection with this Agreement, without the written consent of the other party, use
the other party’s name or logo, or any of the other party’s Personnel’s names to promote the party’s business,
services products or activities, or in a manner that could lead a person to reasonably believe that the other party endorses the party’s
business, services, products or activities.



 






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		15	WARRANTIES AND LIABILITY



 


		15.1	To the extent permitted by law, all terms that may be otherwise implied by statute or otherwise, relating
to the subject matter of this Agreement, are excluded.



 


		15.2	The parties acknowledge that the research undertaken as part of the Project is highly speculative in nature
and may not produce any outputs or discoveries that are fit for a particular purpose or have any Commercialisation potential.



 


		15.3	Despite any other clause of this Agreement, the parties are not liable for any indirect, consequential
or incidental damages or any loss of profits, loss of revenue, loss of goodwill, loss of data, damage to reputation and loss of opportunities
under or in connection with this Agreement whether under the law of contract, tort (including negligence), equity or otherwise, unless
they arise from a breach of confidentiality under this Agreement or an infringement of a party’s rights in Project Material or Background
Material.



 


		15.4	Each party's liability under or in relation to this Agreement is reduced to the extent that any damages,
liability, loss or costs arises from or is attributable to, any breach of contract by, or any unlawful or negligent act or omission of,
the other party or the other party’s Personnel.



 


		15.5	If any applicable legislation prohibits the exclusion of liability by a party in the manner contemplated
by this clause, then:



 


		(a)	the exclusion does not apply to that liability; and



 


		(b)	that party’s liability is only limited or excluded in the manner permitted under that legislation
(if any).



 


		16	TERMINATION AND WITHDRAWAL



 


Termination by agreement


 


		16.1	This Agreement may be terminated at any time by written agreement of the parties.



 


QUT Right to terminate the Agreement


 


		16.2	QUT may upon by written notice to the Collaborator terminate this Agreement if the Collaborator:



 


		(a)	breaches any warranty, term or condition of this Agreement which is not capable or remedy;



 


		(b)	breaches a warranty, term or condition of this Agreement and fails to remedy the breach within thirty
(30) days after receiving notice requiring it to do so, including with respect to any obligation to pay money or find replacement Specified
Personnel; or



 


		(c)	has entered into any form of insolvency, liquidation or external administration, whether voluntary or
involuntary, formal or otherwise.



 


Consequences of termination or expiry of Agreement


 


		16.3	Upon expiry or termination of this Agreement each party will, subject to that party’s statutory
record keeping obligations, return (or in the case of intangible copies that cannot be physically returned, destroy) all Background Material
and Project Material of another party in its possession or control which it no longer has a licence to use.



 






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		16.4	Upon expiration or termination of this Agreement QUT shall repay any Contributions which it has received
from the Collaborator which have not been expended or allocated for expenditure prior to the date of termination.



 


		16.5	If this Agreement is terminated under clause 16.2 then the Option will automatically end.



 


		16.6	For the avoidance of doubt, expiration or termination of this Agreement:



 


		(a)	does not affect the operation of any other separate agreement entered by the parties unless it expressly
specifies to the contrary in that separate agreement; and



 


		(b)	will be without prejudice to the rights, liabilities or obligations of any party accrued prior to the
date of termination including any right to payment or compensation or to obtain damages for breach of this Agreement.



 


		16.7	Clauses 7.2(b), 9, 10, 13, 15 and 16.3 to 16.7 continue to apply after the termination or expiry of this
Agreement, except as expressly specified in this Agreement.



 


		17	GST



 


		17.1	If a supply under this Agreement is subject to GST and GST has not been accounted for in determining the
consideration payable for the supply, the supplying party may recover from the receiving party an amount on account of GST. That amount
is:



 


		(a)	equal to the value of the supply calculated in accordance with GST law multiplied by the prevailing GST
rate; and



 


		(b)	payable at the same time as the recipient is required to pay for the related supply.



 


		18	NOTICES



 


		18.1	Any notice or other formal communication under this Agreement must be:



 


		(a)	in writing and signed by an authorised representative;



 


		(b)	marked to the attention of the person specified in Schedule 1;



 


		(c)	be delivered to the recipient by hand, pre-paid post, fax or email at the address or number shown in Schedule
1 (or as last notified in writing); and



 


		(d)	will be effective once received, and will be deemed to have been received, if



 


		(1)	if by pre-paid post, on the seventh day after posting;



 


		(2)	if electronically transmitted at the time of successful transmission



 


PROVIDED that where a notice is received
after 5pm on a business day or on a non-business day of the recipient, it will be deemed to be received on the recipient’s next
business day.


 


		19	DISPUTES



 


		19.1	Any dispute relating to this Agreement (Dispute) must, prior to a party initiating litigation (other
than for equitable or interlocutory relief), be dealt with as follows:



 


		(a)	the affected party will notify the other parties with details of the Dispute (Dispute Notice) and,
within seven (7) days of receiving the Dispute Notice, the parties will negotiate and attempt to resolve the Dispute;



 






    	Research Agreement	Page 12 of 26 	 



     


    

 


		(b)	if unresolved within thirty (30) days of the Dispute Notice, a nominated member of senior management from
each party with authority to fully resolve the dispute (Nominated Persons) will negotiate and attempt to resolve the dispute;



 


		(c)	if unresolved within 30 days of the commencement of the negotiations between the Nominated Persons, any
of the affected parties may avail themselves of any legal remedies available in law or equity.



 


		19.2	Nothing in this clause prevents a party from applying to a court for urgent interlocutory relief.



 


		20	GENERAL PROVISIONS



 


Relationship of parties


 


		20.1	Each party enters into this Agreement as independent contractors. Nothing in this Agreement shall:



 


		(a)	in any way deem an employee of one party to be treated as an employee or the responsibility of another
party; or



 


		(b)	create any relationship between the parties amounting to a partnership, agency, trust or joint venture.



 


Force Majeure


 


		20.2	A party is not liable for any breach of its obligations under this Agreement (other than for any payment
obligation) to the extent that the breach resulted from a Force Majeure Event provided that it:



 


		(a)	promptly notifies the other parties (with appropriate details); and



 


		(b)	takes all reasonable steps to work around or reduce the effects of the Force Majeure Event.



 


If a Force Majeure Event continues for
more than sixty (60) days, the party which is not subject to the Force Majeure Event may terminate this Agreement.


 


Cooperation; No Conflicts; Compliance with
Laws


 


		20.3	Each party agrees to execute such agreements, deeds and documents and do or cause to be executed or done
all such acts and things as may be reasonably necessary to give effect to this Agreement, including assisting to facilitate any application
to register IPRs, confining any rights granted in relation to the IPRs, ensuring where reasonably possible that the Project can continue
where a party is withdrawing from the Project and assisting with any GST requirements.



 


		20.4	QUT agrees to provide all information to Quoin necessary to comply with any disclosure requirements mandated
by any competent governmental authority (including, if applicable, the US Food and Drug Administration), including any information required
to be disclosed in connection with any financial relationships.



 


		20.5	QUT confirms that there is no conflict of interest between parties that would inhibit or affect QUT’s
performance under this Agreement. QUT will promptly inform Quoin if any conflict of interest arises during the performance of this Agreement.



 


		20.6	QUT shall not employ, contract, with or retain any person directly or indirectly to perform services under
this Agreement if such a person is debarred by a competent government authority (including, if applicable, the US Food and Drug Administration).



 






    	Research Agreement	Page 13 of 26 	 



     


    

 


No Assignment


 


		20.7	A party must not assign or transfer, any of its rights or obligations in this Agreement to any person
without the consent of the other parties, which consent must not be unreasonably withheld or delayed.



 


Entire Agreement


 


		20.8	This Agreement is the entire agreement between the parties in relation to the management and conduct of
the Project. All previous negotiations, understandings, representations or warranties concerning the subject matter of this document are
superseded by this document.



 


Variations


 


		20.9	Any amendment or alterations to this Agreement must be agreed in writing and signed by the parties.



 


Severability


 


		20.10	If any one or more of the provisions of this Agreement are deemed to be invalid, illegal or unenforceable,
then:



 


		(a)	such provisions will be read down or severed and all remaining provisions of this Agreement will remain
in full force and effect; and



 


		(b)	such provisions will not invalidate or render unenforceable the remaining provisions of this Agreement.



 


Governing Law and Jurisdiction


 


		20.11	This Agreement shall be governed by and is to be construed in accordance with the laws applicable in Queensland.



 


		20.12	The parties agree that the courts of Queensland shall have jurisdiction to hear any action in respect
of, or arising out of this Agreement.



 


Legal Costs


 


		20.13	Each party shall be responsible for its own legal and other costs incurred in relation to the preparation
of this Agreement.



 


Execution


 


		20.14	This Agreement may be executed by facsimile or electronic mail and/or in counterparts which will be taken
together to constitute one document. The parties agree that execution of this Agreement will occur when each party holds a copy of the
Agreement (which may be a facsimile or in electronic format) signed by both parties or signed in counterparts.



 






    	Research Agreement	Page 14 of 26 	 



     


    

 


Signing
Page


 


EXECUTED as an agreement
on the latest of the dates set out below


 


	 	 


 


Executed by Queensland University
of Technology


by its
duly authorised officer:


 


	/s/ Michael McArdle	 
	Signature of Authorised Representative	 




 


	Michael McArdle	 
	Name and Position of Authorised Representative (print)	 
	 	 
	11/1/2021	 
	Date:	 




 


Executed by Quoin Pharmaceuticals, Inc.
    by its 

duly authorised representative:


 


	/s/ Michael Myers	 
	Signature of Authorised Representative	 
	 	 
	Michael Myers	 
	Name and Position of Authorised Representative (print)	 
	 	 
	10/30/21	 
	Date:	 




 






    	Research Agreement	Page 15 of 26 	 



     


    

 


 


Schedule
1: Notice Details


 


		2	Queensland University of Technology (QUT)



 


	 
	
    Contact for Notices:

     

    Address for notices:

     

    By Courier

     

     

     

    By Post

     

     

     

    By Fax

     

    By Email

     
	
    Michael McArdle, Executive Director, Office of Research
    Services

     

    Queensland University of Technology,

     

    Office of Research Services

    Level 4, 88 Musk Avenue

    Kelvin Grove, Queensland 4059

     

    Office of Research Services

    GPO Box 2434, Brisbane Q 4001

     

    07 3138 1304

     

     



 


		3	The Collaborator



 


	
    Quoin Pharmaceuticals Ltd

     

    Contact for Notices:

     

    Address for notices:

     

    By Courier

     

    By Post

     

     

    By Email
	
    Michael Myers

     

     

    CEO

    Quoin Pharmaceuticals

    42127 Pleasant Forest Court

    Ashburn VA 20148

     

     

     

     

    mmyers@quoinpharma.com

	 	 


 






    	Research Agreement	Page 16 of 26 	 



     


    

 


Schedule
2      PROJECT DETAILS


 


PROJECT TITLE


 


KLK5/7 Inhibitors to Treat Netherton Syndrome


 


PROJECT EXPIRATION DATE: 18
months from the appointment of the Post Doc.


 


PROJECT SUMMARY


 


This research collaboration project between Quoin Pharmaceuticals Ltd
and QUT focuses on the rational design of bikunin-based inhibitors that suppress the activity of kallikrein-related peptidase 5 (KLK5)
and kallikrein-related peptidase 7 (KLK7) which may be relevant for a therapeutic for Netherton Syndrome.


 


PROJECT ROLES AND RESPONSIBILITIES
(with milestone dates/outputs)


 


Please refer to the Bikunin Development Plan attached at Schedule 5.


 


SPECIFIED PERSONNEL


 


Professor Jonathan M. Harris and a Post Doc (to be appointed subject
to the approval of Quoin) will carry out the research in the research plan.


 






    	Research Agreement	Page 17 of 26 	 



     


    

 


Schedule 3     contributions


 


CONTRIBUTIONS:


 


	Costs summary including on costs	(AUD, ex GST)



 


	Post Doc worker for 1.5 years 	$196,161 	Will carry out experimental work exclusively in connection with the Project
	Prof Jonathan Harris	$16,135	Will supervise project
	Laboratory Consumables	$16,856	Ongoing
	Netherton Mouse model 	$102,495	Second year
	TOTAL	
    $331,647

     
	 


 


CASH CONTRIBUTION INVOICE SCHEDULE:


 


	Invoice Date	Amount (ex GST)
	§ Execution of this Agreement

                                                                                 

                                                                                § Appointment Post Doc

                                                                                 

                                                                                § 6 months from Commencement Date

                                                                                 

                                                                                § 12 months from Commencement Date

                                                                                 

                                                                                § 18 months from Commencement Date

                                                                                 

                                                                                § Delivery of Final Report
	
    $33,000

     

    $33,330

     

    $66,330

     

    $66,330

     

    $66,330

     

    $66,330

     

	Total	$331,650



 


Financial Contact Details:


 


QUT Financial Contact


 


Name:  ORS Project Management Unit


 


Telephone number:  +61 7 3138 7400


 


Email:  orspu@qut.edu.au


 


Quoin Financial Contact


 


Michael Myers


CEO


Quoin Pharmaceuticals


42127 Pleasant Forest Court


Ashburn VA 20148


mmyers@quoinpharma.com


 






    	Research Agreement	Page 18 of 26