exh_10-8.htm


    
      Exhibit
        10-8

       

      COMPOUND
        ASSIGNMENT AGREEMENT

       

      In
        consideration of the mutual promises set forth in this Compound Assignment
        Agreement (the "Agreement"), Adam Harris, residing at 18548 Kingbird Drive,
        Lutz, Pl   (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 KM3174  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.