exh_10-5.htm


    Exhibit
      10.5

     

     

    COMPOUND
      ASSIGNMENT AGREEMENT

     

    In
      consideration of the mutual promises set forth in this Compound Assignment
      Agreement (the "Agreement"), Dr. Krishna Menon, residing at 21 Rocky Road,
      Reading MA 01867  (the "Inventor") and Cellceutix Corporation, a
      Delaware corporation with an office at  760 Main St., Willmington Ma
      01887 ("Cellceutix") agree as follows:

     

    1. 
      Inventor assigns all of his/her right title and interest to the substance
      identified by the chemical structure set forth in Attachment A (the "Compound)
      to Cellceutix. The Compound is also known by the name KM 217362 The term
      Compound includes all hydrates,salts and esters of the above-identified
      substance as well as individual enantiomers and any and all mixtures
      thereof.  The term Compound also includes any substances developed using
      the Compound as a starting material or intermediate or using the Compound as
      a
      model or template.

     

    2. 
      The assignment of the rights to the Compound includes but is not limited
      to:

     

       
      a)all data relating to the Compound developed by the Inventor prior to the
      Agreement or hereafter;

     

       
      b)any patents, patent applications, trademarks and copyrights covering the
      Compound.

     

    3. 
      The inventor agrees to provide reasonable assistance to Cellceutix in filing
      and
      prosecuting patent applications related to the Compound as well as in enforcing
      patents and other intellectual property relating to the Compound. 
Cellceutix will reimburse the Inventor for any expenses reasonably incurred
      in
      providing this assistance.

     

    4. 
      Cellceutix will use reasonable efforts to develop the Compound giving
      consideration to the funding available to Cellceutix.  If Cellceutix
      decides in the reasonable exercise of its business judgment to develop another
      substance in preference to the Compound, that will not be considered a breach
      of
      this agreement.

     

    5. 
      Cellceutix will pay all expenses associated with developing the
      Compound.

     

    6. 
      Cellceutix will pay the Inventor 5% of the Net Sales of the Compound for as
      long
      as there is a composition of matter patent in force in the country in which
      the
      sale takes place.  If no composition of matter patent is issued in a
      particular country, Cellceutix will pay the Inventor 3% of Net Sales in that
      country for a period of 10 years from the first commercial sale.

     

    7. 
      This Agreement supercedes all prior agreements between the Inventor and
      Cellceutix and between the Inventor and any officer of Cellceutix.

     

    8. 
      Cellceutix may assign this Agreement to any party that agrees to assume its
      obligations hereunder.  Cellceutix may license any of the rights granted
      hereunder in the reasonable exercise of its business judgment.

     

    9. 
      This Agreement will be governed by the laws of the State of New York without
      giving effect to its rules on conflict of laws.  Any dispute arising under
      this agreement will be resolved by arbitration in New York City under the rules
      of the American Arbitration Association.