Exhibit 10.10


 


**THIS
EXHIBIT HAS BEEN REDACTED TO REMOVE INFORMATION THAT IS NOT MATERIAL AND THAT THE REGISTRANT MUST TREAT AS PRIVATE AND
CONFIDENTIAL.**


 


FELICITEX MATERIAL TRANSFER AGREEMENT


 


This Felicitex
Material Transfer Agreement (this “Agreement”) is dated February 15, 2021 and is by and between Felicitex Therapeutics,
Inc., a Delaware corporation (“Felicitex”) and Equilibre Biopharmaceuticals, a Delaware corporation (“Recipient”)
(together with Felicitex, “Parties” and each, a “Party”).


 


WHEREAS, Felicitex possesses
certain technical and other proprietary material as detailed below;


 


WHEREAS, Recipient
desires to use the Material for certain research and evaluations as detailed herein; and


 


WHEREAS, Felicitex
desires to share the Material with Recipient, but only in accordance with the terms and conditions of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties agree as follows:


 


1. The
Material. Felicitex shall deliver to Recipient the technical and other proprietary material and/or information as detailed in
Exhibit 1 hereto (the “Material”).


 


2. The
Purpose. The Recipient shall use the Material only for purposes set out in the study proposal attached hereto as Exhibit 2
(the “Purpose”) and for no other purpose or use whatsoever. Recipient shall further use the Material in accordance
with directions provided by Felicitex. Felicitex will try to provide the amount of the Material needed to complete the Purpose; however,
Recipient acknowledges that Felicitex is not required to replace lost or damaged Material or any Material deemed to be unfit. Felicitex
cannot guarantee that any additional supply of the Material can be made available in the future or, if available, that it will be from
the same lot or of similar quality. Recipient may use its proprietary information, technology and know-how (“Background Intellectual
Property”) in furtherance of the Purpose.


 


3. Restrictions
on Use. (a) Recipient shall only allow those trained in handling similar materials in their assigned job functions to handle
the Material. (b) Recipient shall be responsible for ensuring that all personnel utilizing the Material, receiving Confidential
Information (as defined herein), and/or conducting the Purpose understand and agree to be bound by all of the terms and conditions
of this Agreement, and Recipient agrees to be responsible for any failures by personnel to comply with this Agreement. (c) Recipient
assumes all responsibilities and risks in connection with the receipt, handling, storage, use, and disposal of the Material, and
will comply with all applicable federal, state, and local laws and regulations. (d) Recipient understands that the Material has not
been approved for human use and Recipient shall not administer the Material to humans in any manner or form. (e) Recipient shall not
sell, transfer, or otherwise distribute the Material to any third party without expressed written permission by Felicitex. (f)
Recipient shall not allow the Material to be handled or disclosed to any personnel who do not have a need to know about the Material
for the Purpose. (g) Recipient shall not use the Material to support the research or development of any commercial product except as
indicated in the Purpose, including, without limitation, any product containing, discovered, or derived from use of the Material.
(h) Recipient shall not attempt to reverse engineer, characterize, or ascertain the chemical structure of the Material or its
degradants or metabolites, and shall not make derivatives of, or perform experiments to determine the identity of the Material.


 


4. Disclaimer.
RECIPIENT ACKNOWLEDGES THAT THE MATERIAL IS EXPERIMENTAL IN NATURE AND IS BEING PROVIDED “AS IS” AND WITHOUT WARRANTY, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TOXICITY PROFILE, AND WARRANTY
OF NON-INFRINGEMENT OF ANY PROPRIETARY OR INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY.


 






    Page 1 of 8


     


    

 


5. Reports.
Recipient shall provide Felicitex with a written report detailing its progress on the Purpose and its finding, including relevant know-how,
within fourteen (14) days upon (a) reasonable request from Felicitex from time to time, (b) completion of the Purpose or as scheduled
in Exhibit 2 and (c) termination of this Agreement.


 


6. Confidential
Information. As used herein, “Confidential Information” means this Agreement, the Material, any Results and
Inventions (as defined below), and all information in any form concerning the Material plus other scientific, technical, trade, or business
information that is treated by Felicitex as confidential or proprietary and that is disclosed by Felicitex to Recipient hereunder. Recipient
agrees that Recipient shall (a) use, copy, and make extracts of the Confidential Information only in connection with the Purpose and (b)
not disclose any of the Confidential Information to any third party other than its directors, officers, and employees who have a need
to know the Confidential Information for the Purpose and who are bound by obligations of confidentiality substantially similar to those
in this Agreement. Recipient is liable to Felicitex for any use or disclosure of the Confidential Information in violation of the terms
of this Agreement by any of Recipient’s personnel. The terms of this Section do not apply to any information that Recipient can
demonstrate: (i) Recipient possessed before Felicitex disclosed it under this Agreement; (ii) is or becomes public (other than as a result
of breach of this Agreement by the Recipient or its personnel); (iii) the Recipient obtains from a third party free of any confidentiality
obligation to Felicitex with respect to such information; or (iv) is independently developed by or on behalf of Recipient without the
use of the Confidential Information. Notwithstanding anything to the contrary contained herein, Recipient shall be permitted to disclose
any Confidential Information that is required to be disclosed by a governmental authority or by applicable law, provided that the Recipient
shall: (i) notify Felicitex of any such disclosure requirement as soon as practicable; (ii) cooperate with Felicitex if Felicitex seeks
a protective order or other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information
which Recipient is legally required to disclose.


 


7.
Intellectual Property.




 


(a) The
Material and all proprietary rights thereto, including, but not limited to, patent rights, are and shall remain the sole property of Felicitex.
No express or implied license or any other right is granted to Recipient under any patents, patent applications, trade secrets, or other
proprietary rights of Felicitex except for the limited purpose of the Purpose and as set forth herein.


 


(b) Any
and all results obtained with the Material and by engaging in the Purpose, including the underlying data and conclusions drawn from the
Purpose (together, with all intellectual property rights therein, the “Results”), and any improvements and discoveries,
whether or not patentable, arising from the use of the Material, including, without limitation, any mixtures or combinations or conjugates
of the Material with other molecules and applications to various indications, (together, with all intellectual property rights therein,
the “Inventions”), shall become the sole property of Felicitex, unless specified otherwise in Exhibits to this
Agreement. For the sake of clarity, any Results or Inventions that arise from Recipient Background Intellectual Property and do not incorporate
any of the Material, depend on the Material, or arise from the Material, shall be owned by Recipient. Recipient agrees to assign and does
hereby assign its entire right, in whatsoever countries, title, and interest in and to the Results and the Inventions in whatsoever countries,
whether patentable or not, to Felicitex. Recipient shall compel the personnel assigned by Recipient to execute the purpose to assign the
entire right, in whatsoever countries, title, and interest in and to the Results and the Inventions in whatsoever countries, whether patentable
or not, to Felicitex. All personnel assigned by Recipient to execute the Purpose must irrevocably designate and appoint the Recipient
and each of its duly authorized officers and agents as person’s agent and attorney-in-fact to do all lawfully permitted acts to
further the prosecution, issuance, and enforcement of patents or other rights or protection with the same force and effect as if executed
and delivered by personnel, in the event Recipient is unable to secure the signature of any one of Recipient’s personnel involved
in execution of the Purpose on any document necessary or desirable to apply for, prosecute, obtain, or enforce any patent or other right
or protection relating to any Invention covered by this Agreement, due to incapacity or any other cause.


 






    Page 2 of 8


     


    

 


(c) Recipient
shall promptly disclose to Felicitex any and all Results and Inventions and, upon request of Felicitex, sign, execute, and deliver any
and all documents or instruments, including patent applications, declarations, invention assignments, and any and all other applications
in whatsoever countries (including, but not limited to all divisional, renewal, substitute, continuation, continuation-in-part, reissue,
and convention patent applications based in whole or in part upon the Results and/or Inventions, together with the right of priority,
and any and all reissues, reexaminations, and extensions of patent(s) granted for the Results and/or Inventions, and every priority right
that is or may be predicated upon or arise from the Results and/or Inventions) and will take any other action which Felicitex shall deem
necessary to perfect Felicitex’s rights with respect to the Results and the Inventions. Felicitex agrees to pay reasonable out of
pocket fees and expenses incurred by Recipient for any assistance rendered to Felicitex pursuant to this Subsection.


 


8. Publications.




 


(a)
Publications, in print, electronic, or other media, include but are not limited to articles, whether in peer reviewed journal or
not, articles, opinion pieces, testimonials, etc. in trade magazines or pamphlets, books, book chapters, posters, oral
presentations, videos, etc. in English or another language (together “Publications”). If Recipient wishes to publish any
of the Results, Recipient will furnish Felicitex with a copy of the manuscript disclosing such Results prior to submission.
Felicitex shall have thirty (30) days after receipt of the copy to review the proposed publication to provide comments or
objections, and to suggest corrections and amendments in writing for Recipient’s consideration, and/or to remove any
Confidential Information. If Felicitex does not provide any comments within thirty (30) days of receipt of a copy of the proposed
publication then the proposed publication is seemed to be accepted as is. In the event that Felicitex provides Recipient with
written comments, objections, corrections, or amendments to the proposed publication, Recipient shall either (i) make reasonable
effort to implement Felicitex’s corrections and amendments; (ii) remove Confidential Information from the proposed
publication; (iii) or, if any Confidential Information remains in the proposed publication, the Recipient will delay its submission
for publication for maximum of sixty (60) days from receipt of Felicitex’s objections on the proposed publication to allow
Felicitex an opportunity to protect Felicitex’s proprietary or intellectual property rights relating to the Material that
might be contained in such disclosure.


 


(b) Without
limiting the foregoing, any publication by Recipient wholly or in part based on or related to the Material, the Purpose, the Results,
or the Inventions must list Felicitex’s personnel (scientists or consultants, in the discretion of Felicitex) as co-authors and/or
acknowledge Felicitex as the source of the Material.


 


9. Termination.
Felicitex may terminate Recipient’s right to use the Material upon notice to Recipient at any time. Within fourteen (14) days of
termination for any reason, Recipient shall return to Felicitex any of the Material in Recipient’s possession, or, upon Felicitex’s
instruction, destroy any such Material and certify in writing that the Recipient has either returned to Felicitex or destroyed all of
the Material. Upon termination for any reason, only Recipient’s right to use the Material shall be terminated, and all other parts
of this Agreement shall stay in effect. Upon termination for any reason and upon fourteen days (14) of written request by Felicitex, Recipient
shall return or destroy all documents or copies containing Confidential Information; provided however that Recipient may retain one copy
of such files for archival purposes only and shall not be required to destroy any computer files stored securely by the receiving party
that are created during automatic system back up (but such files shall continue to be kept in compliance with confidentiality obligations).


 


10. Indemnification
and Release. Recipient shall indemnify and hold Felicitex harmless for and against any and all third-party claims and expenses,
including attorney’s fees and all other costs, arising from or in connection with Recipient’s use or disposition of the Material
and/or this Agreement. In the event that Recipient has a dispute with any third parties arising from or in connection with Recipient’s
use or disposition of the Material, Recipient hereby releases Felicitex, its officers, employees, agents, consultants, and successors-in-right
from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising out of or in any way related to any such dispute. Notwithstanding the foregoing, Recipient shall not be required
to indemnify Felicitex to the extent such claims and expenses arise from Felicitex’s negligence or willful misconduct.


 






    Page 3 of 8


     


    

 


11. Limitations
of Liability. Under no circumstances shall Felicitex be liable to any party (including Recipient) for any direct or any
special, incidental, indirect, consequential, exemplary, or punitive damages based on any theory of liability arising out of or in
any manner connected with this Agreement, the Material or the subject matter hereof, and regardless of whether Felicitex has been
informed of or otherwise may have anticipated the possibility of such damages. Without limiting the foregoing, the total aggregate
liability of Felicitex to Recipient arising out of or in any manner connected with this Agreement or the Material shall be limited
to [**].


 


12. Insurance
and Risk. Recipient represents and warrants to Felicitex that it is either self-insured or that it has adequate liability insurance
protection to conduct the Purpose, such protection also being applicable to Recipient’s personnel while acting in the scope of their
engagement with Recipient. Recipient assumes any and all risks of personal injury, property damage, or any other form of damage or injury
attributable to neglect, acts, or omissions of Recipient, its personnel or third parties.


 


13. General
Terms.




 


(a) Entire
Agreement; Amendments. This Agreement embodies the entire agreement and understanding of the Parties with respect to the transactions
contemplated by this Agreement. This Agreement supersedes all prior discussions, negotiations, agreements, and understandings (both written
and oral) between the parties with respect to the transactions contemplated hereby that are not reflected or set forth in this Agreement.
This Agreement may only be amended in writing executed by both parties.


 


(b) Assignment
and Sublicensing. Neither Party may assign, sublicense, or transfer this Agreement without the prior written consent of the other
Party, provided, however, that either Party may assign this Agreement to an affiliated company or in connection with the merger, consolidation
or sale of substantially all of the assets related to the Purpose upon notice to the other Party.


 


(c) Successors
and Assigns. All assignments and ownership of the Material, Results, Inventions, etc. inure to Felicitex’s successors, assigns,
and legal representatives. The obligations of confidentiality, assignment of patent rights, etc. inure to Recipient’s successors,
assigns, and legal agents.


 


(d) Severability.
If any provision of this Agreement, or the application of any such provisions to either of the Parties is held by a court of competent
jurisdiction to be invalid, unlawful, or unenforceable, (i) the remaining provisions of this Agreement will nonetheless be valid and enforceable
and shall remain in full force and effect, and will not be affected, impaired, or invalidated in any manner, (ii) such determination shall
not affect the validity, lawfulness, or enforceability of this Agreement in any other jurisdiction, and (iii) the invalid, unlawful, or
unenforceable provision will be deemed superseded by a valid, lawful, and enforceable provision that most closely matches the intent of
the original provision.


 


(e) Third
Parties. Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.


 


(f) Interpretation.
The headings in this Agreement are inserted for convenience of reference only and are not to be considered in the interpretation or construction
of the provisions hereof. The singular of any term shall include the plural, and vice versa. All uses of “including” herein
shall be interpreted to mean “including, but not limited to.”


 


(g)
Notices. All notices hereunder shall be in writing and shall be delivered by certified mail and email to the other party
at the address set forth below or at such other address as such party may designate in writing. Each such notice hereunder will be effective
upon the date of delivery.


 






    Page 4 of 8


     


    

 


Felicitex:


 


Attn: Maria Vilenchik, PhD

Felicitex Therapeutics, Inc.

45 Ridge Road

Newton, MA 02468

mvilenchik@felicitex.com


 


With a copy to:

Val Gurvits, Esq.

Boston Law Group, PC

825 Beacon Street, Suite 20

Newton Centre, MA 02459

vgurvits@bostonlawgroup.com


 


Recipient:


 


Attn: Steven N. Gordon 

Equilibre Biopharmaceutical

450 East 29th Street

New York, NY 10016

steve@eqneuro.com


 


(h) Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the
conflict of law principles thereof.


 


(i) Counterparts.
This Agreement may be executed in two counterparts, each of which, when so executed and delivered, shall be an original, but both of which
together shall constitute one and the same instrument.


 


(j) Language.
If this Agreement is executed in English and any other language, in the event of a conflict between the English version and the foreign
translation, the terms of the English version shall control.


 


(k) Waiver.
Any waiver by either Party of any right shall not operate or be construed as a general waiver.


 


[Signatures on next page]


 




    Page 5 of 8


     


    

 


IN WITNESS WHEREOF, the undersigned Parties
have executed this Agreement as of the date set forth above.


 


	FELICITEX:	 
	Felicitex Therapeutics, Inc.	 
	 	 	 
	By:	/s/ Maria
    Vilenchik	 
	Name:	Maria Vilenchik	 
	Title:	CEO and Founder	 
	 	02/19/2021	 
	 	 	 
	RECIPIENT:	 
	Equilibre Biopharmaceuticals	 
	 	 	 
	By:	/s/ Thomas Gallagher 	 
	Name:	 Thomas Gallagher 	 
	Title:	 Legal Counsel	 



 




    Page 6 of 8


     


    

 


Exhibit
1


The Material


 


[**]
of DYRK1 inhibitor FX1610 and [**] DYRK1 inhibitor FX9847. Additional compounds from FX series may be considered later.


 




    Page 7 of 8


     


    

 


Exhibit 2


The Purpose


 


DYRK1 inhibitors FX1610
and FX9847 from Felicitex will be [**] Additional compounds from the FX series of DYRK1 inhibitors may be considered for testing
later. All the experiments will be done in vitro.


 


 


Page
8 of 8