Exhibit 10.9


 


**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
AND ROYALTY AGREEMENT


 


This Felicitex Material
Transfer and Royalty Agreement (this “Agreement”) is effective the date of full execution by the Parties below
and is by and between Felicitex Therapeutics, Inc., a Delaware corporation (“Felicitex”) having a usual place of business
at 27 Strathmore Rd., Natick, MA 01760 and Memorial Sloan Kettering Cancer Center, a New York not-for-profit corporation having its principal
place of business at 1275 York Avenue, New York, NY 10065 (“Recipient” or “MSK”) (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 via Recipient’s investigator Neal Rosen, M.D., Ph.D. 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.


 


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.


 




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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.


 


FELICITEX ACKNOWLEDGES ANY
RESULS AND INVENTIONS IS BEING PROVIDED “AS IS” AND WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTY OF NON-INFRINGEMENT OF ANY PROPRIETARY OR INTELLECTUAL PROPERTY RIGHT
OF A THIRD PARTY.


 


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 any information disclosed by one Party to the other Party under this
Agreement that is designated as “Confidential.” Each Party agrees that the other Party 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. Each Party is liable to the other Party for
any use or disclosure of the other Party’s Confidential Information in violation of the terms of this Agreement by any of its personnel.
The terms of this Section do not apply to any information that a Party can demonstrate: (i) it possessed before it was disclosed by the
other Party under this Agreement; (ii) is or becomes public (other than as a result of breach of this Agreement by the receiving Party
or its personnel); (iii) it obtains from a third party free of any confidentiality obligation to the disclosing Party with respect to
such information; or (iv) is independently developed by or on behalf of the receiving Party without the use of the Confidential Information.
Notwithstanding anything to the contrary contained herein, the receiving Party 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 it shall: (i) notify the disclosing
Party of any such disclosure requirement as soon as practicable; (ii) cooperate with the disclosing Party if the disclosing Party seeks
a protective order or other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information
which it is legally required to disclose.


 




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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, 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
by Recipient with the Material and by engaging in the Purpose, including the underlying data and conclusions drawn from the Purpose, that
does not constitute Inventions (as defined below) (together, with all intellectual property rights therein, the “Results”)
shall be owned by Recipient. Felicitex is free to use the Results for research and development purposes to the extent such use does not
materially jeopardize Recipient’s publication and/or intellectual property rights.


 


(c) “Invention”
means any invention or discovery which is conceived and reduced to practice by Recipient using the Material during the Term, which is
or may be patentable or otherwise protectable under Title 35 of the United States Code or analogous rights under other applicable law
(e.g., foreign patent rights). Inventorship with respect to any Inventions will be determined according to United States patent law, as
administered by the United States Patent and Trademark Office, and ownership of any Inventions shall follow inventorship. Without providing
any authority for Recipient to use the Material in violation of this Agreement, in the event that Recipient conceives of any Inventions
while using the Material outside the scope of this Agreement (including the Purpose), Recipient shall grant and does hereby grant to Felicitex
an exclusive (even as to MSK), royalty free, irrevocable, perpetual, and unrestricted license to such Inventions. Recipient shall promptly
disclose to Felicitex any and all Inventions, and such disclosure shall constitute the Recipient’s Confidential Information.


 


(d) To preserve Felicitex’s
freedom to operate with regard to the Materials, Recipient hereby grants to Felicitex a non-exclusive, irrevocable, perpetual, compensation-free,
and unrestricted worldwide license to research, develop, make, have made, use, sell, offer for sale, have sold, import and export the
Materials under any patent applications and patents claiming any Inventions, to the extent that absent such license, Felicitex would otherwise
be in infringement of any patent or other proprietary right claiming an Invention.


 


8. Options


 


(a) MSK grants Felicitex the
first option to negotiate an exclusive or non-exclusive commercial license to MSK’s Inventions and the first option to negotiate
an exclusive license to MSK’s rights in any Inventions that are jointly owned by the Parties.


 


(b) Felicitex’s right
to exercise an option granted in this Section 8 begins on the earlier of (i) the date Felicitex receives the notice of such Invention
and (ii) the date the Invention is conceived and ends on the latter of (x) ninety (90) days from the date of disclosure and (y) ninety
(90) days after MSK provides notice to Felicitex that its research hereunder is complete (the “Option Period”).


 




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(c) If Felicitex elects to
exercise the option, Felicitex will provide MSK written notice of said election (the “Notice”) within the Option Period.
Upon receipt of the Notice by MSK, the Parties will endeavor to negotiate in good faith, an acceptable license agreement within six (6)
months after receipt of the Notice (the “Negotiation Period”). Licenses elected and negotiated by Felicitex are effective
as of the date the Parties sign a separate license agreement, which will contain indemnity, insurance, and no-warranty provisions as appropriate,
in addition to other customary terms and conditions that are based on standards current in the industry. If the Negotiation Period expires
and a license agreement has not been negotiated, all rights to the MSK Inventions will remain with MSK


 


(d) Notwithstanding the above,
for a period of eighteen (18) months following the end of the Option Period, if MSK desires to license, in whole or in part, exclusive
or non-exclusive any of the Inventions to any third-party, MSK agree that Felicitex shall have the first of refusal to accept any such
license on terms no less favorable as those proposed to the third-party. MSK shall provide Felicitex with terms in writing and Felicitex
will have thirty (30) days from the receipt of such terms to accept. If the proposal to the third-party was for a non-exclusive license,
and Felicitex exercises its rights hereunder, MSK shall be permitted to license the applicable Inventions to the third-party.


 


9. 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”). Recipient has the right to publish any of the Results, provided that it shall provide
Felicitex with a copy of the manuscript disclosing such Results prior to submission and comply with the following provisions. 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
deemed 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 must remain in the proposed
manuscript to allow for a meaningful 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 acknowledge
Felicitex’s personnel (scientists or consultants, in the discretion of Felicitex) in accordance with scientific custom and/or acknowledge
Felicitex as the source of the Material.


 




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10. Term and Termination.
This Agreement commences on the Effective Date and will terminate on the earlier of its (i) second (2nd) anniversary, (ii) upon thirty
(30) days prior written notice of one party to the other, or (iii) upon Recipient’s notification to Felicitex that it has completed
its research hereunder. Upon termination, and upon request of Felicitex, Recipient shall (a) return to Felicitex any remaining 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 and (b) 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. Any right or obligation
of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of
this Agreement, shall stay in effect following Termination.


 


11. [Omitted]


 


12. Limitations of Liability.
Under no circumstances shall Felicitex be liable to any party (including Recipient) for 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.


 


13. Insurance and Risk.
Recipient will maintain 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.


 


14. 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 its rights and obligations under this Agreement without the prior written consent of the other.


 


(c) Successors and Assigns.
Notwithstanding Section 13(b), Felicitex shall have the right to assign this Agreement to an affiliate and/or to any successor in interest
to which this Agreement relates. In the event of any such assignment, Felicitex shall provide prompt written notice to Recipient.


 


(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.


 




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(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.


 


Felicitex:


Attn: Maria Vilenchik, PhD


Felicitex Therapeutics, Inc.


27 Strathmore Rd.


Natick, MA 01760


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:


Memorial Sloan Kettering Cancer Center


1275 York Avenue, Box 524


New York, N.Y. 10065


	Attention:	Gregory Raskin, M.D.
	 	Vice President, Technology 


Development rtmotdcontracts@mskcc.org


 


With a Copy to:


 


Memorial Sloan Kettering Cancer Center


Office of Technology Development


	Attention:	Shilpi Basnerjee, Esq., Ph.D.
	 	Chief Intellectual Property Counsel,
	 	Associate General Counsel
	If by mail:	1275 York Avenue, Box 524
	 	New York, N.Y. 10065


 




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(h) Governing Law; Jurisdiction. The Parties
agree to remain silent on the governing law of this Agreement.


 


(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]


 




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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, Ph.D	 
	Title:	CEO and Founder	 
	Date:	December 4, 2020	 
	 	 	 
	RECIPIENT:	 
	Memorial Sloan Kettering Cancer Center	 
	 	 	 
	By:	/s/ Gregory Raskin	 
	Name:	Gregory Raskin, M.D.	 
	Title:	Vice President, Technology Development	 
	Date:	Dec 3, 2020	 



 




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Exhibit 1


 


The Material


 


[**] Felicitex’s
DRYK1b inhibitor FX-9847


DYRK1B


 




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Exhibit 2


 


The Purpose


 


Recipient investigator, through his lab and Recipient’s
xenograft core facility, will use Material to test the hypothesis that inhibition of DRYK1b will kill persister cells in tumors treated
with commercially available ERK pathway inhibitors.


 


DYRK1B


 


 


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