EX-10.4



 Exhibit 10.4 
 TECHNOLOGY TRANSFER AGREEMENT 
 THIS TECHNOLOGY TRANSFER AGREEMENT (this
“Agreement”) is made and entered into this 30th day of June, 1999, by and between UNIVERSITY OF KANSAS MEDICAL CENTER, an educational institution organized under the laws and statutes of the State of Kansas (“KUMC”), UNIVERSITY
OF KANSAS MEDICAL CENTER RESEARCH INSTITUTE, INC., a Kansas not-for-profit corporation (“RI”), and GARY W. WOOD, Ph.D., an individual (“Recipient”). 
 WITNESSETH: 
 WHEREAS, KUMC has certain proprietary rights in research,
development and other technology, including process and materials relating to cellular immunotherapy, and, more specifically, cancer antigen immunotherapy (the “Technology”), including, without limitation, any and all data, discoveries,
inventions, technical information and know-how relating to and disclosed in cellular immunotherapy, owned by KUMC and invented by Recipient; and 
 WHEREAS, KUMC and the RI have an agreement wherein RI is the manager of intellectual property owned by KUMC; and 
 WHEREAS, Recipient is interested in obtaining the rights to develop the Technology so that products and services (the “Products and Services”) relating to the Technology might become
commercially viable; and 
 WHEREAS, RI and KUMC do not desire to further develop or commercialize the Technology; 

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto do hereby agree as follows:

 ARTICLE I 
 TRANSFER OF TECHNOLOGY 
 Subject to the terms and conditions of this Agreement, on
the full and complete execution of this Agreement, KUMC does hereby validly sell, assign, transfer, grant, bargain, deliver and convey to Recipient KUMC’s entire right, title and interest in and to the Technology. Notwithstanding the foregoing,
RI, on behalf of KUMC, hereby retains the following: (i) an irrevocable, royalty-free, non-exclusive license to utilize the Technology for educational and research purposes only; and (ii) the right to publish any of the data obtained
pursuant to any such authorized research project relating to the Technology. 







 ARTICLE II 
 PURCHASE PRICE, PAYMENT, REPORTS AND RECORDS 
 2.1 Purchase Price. The
purchase price for the Technology to be paid by Recipient to RI, as agent of KUMC, shall be as follows: 
 (a)
KUMC shall receive a payment equal to three percent (3%) of Net Sales from all sales of the Products and Services relating to Technology made by Recipient or Recipient’s Affiliates within twenty (20) years subsequent to the date of
this Agreement. 
 (b) KUMC shall receive a payment equal to seven percent (7%) of any royalties received
from a licensee by Recipient or Recipient’s Affiliates relating to the Technology within twenty (20) years subsequent to the date of this Agreement. 
 (c) KUMC shall receive a payment equal to three percent (3%) of any consideration (other than equity in an Affiliate) received by Recipient or Recipient’s Affiliates in the event of a bona fide
sale or other similar transfer of the Technology by Recipient or Recipient’s Affiliates to an independent third party within twenty (20) years subsequent to the date of this Agreement. 

Products and Services shall be deemed sold when billed. 
 2.2 Payment. All amounts payable hereunder shall accrue on the date of sale; all remittances thereof shall be made within forty-five (45) days after the last days of March, June, September and
December, with respect to all amounts accrued for the preceding calendar quarter. Payments shall be made in lawful currency of the United States. Payments shall be made to University of Kansas Medical Center Research Institute, Inc., 5009 Wescoe,
3901 Rainbow Boulevard, Kansas City, Kansas 66160-7702, Tax ID No. 48-1108830, referencing Technology. 
 2.3
Records. Recipient agrees to keep complete books and records of all the Products and Services sold by Recipient and royalties received by Recipient in sufficient detail to enable the royalties payable hereunder by Recipient to be accurately
determined. Recipient further agrees to permit such books and records and such other books and records as may be necessary to such determination to be examined at all reasonable times during business hours, provided KUMC and RI shall not, except as
otherwise provided herein, be permitted to examine Recipient’s books and records more than once in each calendar year. Requests for further review of Recipient’s books during any calendar year shall be reasonably considered and not
unreasonably withheld by Recipient upon proper notice. 
 2.4 Definitions. As used in this Agreement, the following terms
shall have the meaning set forth below: 
 (a) “Affiliate” shall mean any corporation or other entity
of which Recipient now or hereafter during the term of this Agreement owns or controls, directly or indirectly, at least fifty percent (50%) of such entity’s outstanding equity voting stock or other securities. 

(b) “Net Sales” shall mean the gross contractual price of the Products and Services less returns, trade-ins,
adjustments, allowances, discounts and similar charges and less sales, excise, value added and all other similar taxes, duty, export or import license fees, cost of packaging and crating, and insurance and freight charges with respect to the sale
and delivery of the Products and Services when actually paid by Recipient or Recipient’s Affiliates. 







 2.5 Reimbursement of Patent Costs. Notwithstanding the provisions of Section 2.1
hereof, no payment shall be required until Recipient has received reimbursement for all costs associated with the patent of the Technology or with Recipient’s attempt to patent the Technology. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF RECIPIENT 
 Recipient hereby makes the following representations and warranties to KUMC and to RI, each of which is true and correct on the date hereof, each of which shall be unaffected by any investigation
heretofore or hereafter made by KUMC or RI and each of which shall survive the transactions contemplated hereby: 
 3.1
Recipient as Inventor. Recipient invented the Technology, as disclosed to KUMC. 
 3.2 Funding. Recipient did not
receive any funding from any governmental sources including, but not limited to, the National Institutes of Health (NIH), or other outside sources/private grants, in support of Recipient’s research for the Technology, which may have some claim
to the Technology. 
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF KUMC AND RI 
 KUMC and RI hereby jointly and
severally make the following representations and warranties to Recipient, each of which is true and correct on the date hereof, each of which shall be unaffected by any investigation heretofore or hereafter made by Recipient and each of which shall
survive the transactions contemplated hereby: 
 4.1 Authorization for Agreement. The execution, delivery and performance
of this Agreement by KUMC and RI and the consummation of the transaction contemplated hereby has been duly authorized by all necessary actions and proceedings prior to the execution of this Agreement, and this Agreement is, and any documents or
instruments to be executed and delivered by KUMC or RI pursuant hereto will be, legal, valid and binding obligations enforceable in accordance with their terms. 
 4.2 Corporate. KUMC is an educational institution organized and validly existing under the laws and statutes of the State of Kansas. RI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Kansas. KUMC has complete and unrestricted power and authority to sell, assign, transfer, convey and deliver the Technology to Recipient under this Agreement, free and clear of any liens, claims or
encumbrances. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby requires the consent or approval of or the giving of notice to, registration, filing or recording with or the taking of
any other action by KUMC or RI in respect of any federal, state or local governmental authority or any third party. 







 4.3 Title to Technology. Subject to any rights Recipient may already possess in the
Technology, KUMC has, and pursuant to this Agreement does transfer to Recipient, good and marketable title to the Technology free and clear of all liens, charges, claims, restrictions or encumbrances of any nature whatsoever, and subject to no
restrictions with respect to transferability, except as is otherwise provided herein. 
 ARTICLE V 

CONDITIONS PRECEDENT TO OBLIGATIONS OF KUMC AND RI 
 The obligations of KUMC and RI to consummate the transaction contemplated in this Agreement shall be subject to satisfaction, on the date hereof, of the following condition: 

(a) Recipient shall have performed in all material respects all obligations and complied in all material respects with all
agreements, undertakings, covenants, and conditions required by this Agreement to be performed or complied with by Recipient on the date hereof. 
 In the event that the foregoing conditions are not satisfied on the date hereof, KUMC and RI may waive such unfulfilled condition, or may, at the option of KUMC and RI, terminate this Agreement and,
thereupon, all parties shall be released from any obligations or liabilities hereunder. 
 ARTICLE VI 

CONDITIONS PRECEDENT TO OBLIGATIONS OF RECIPIENT 
 The obligations of Recipient to consummate the transactions contemplated in this Agreement shall be subject to satisfaction, on the date hereof, of the following conditions: 

(a) The representations and warranties of KUMC and RI contained in this Agreement shall be true and correct on the date
hereof; and 
 (b) KUMC and RI shall have performed in all material respects all obligations and complied in all
material respects with all agreements, undertakings, covenants, and conditions required by this Agreement to be performed or complied with by KUMC and RI on the date hereof. 
 In the event that the foregoing conditions are not satisfied on the date hereof, Recipient may waive such unfulfilled condition, or may, at Recipient’s option, terminate this Agreement and,
thereupon, all parties shall be released from any obligations or liabilities hereunder. 
 ARTICLE VII 

SURVIVAL OP REPRESENTATIONS AND WARRANTIES 
 The parties hereto acknowledge that the representations and warranties of a party contained in this Agreement shall survive the closing of the transaction contemplated by this Agreement. All rights and
remedies granted in this Agreement to any party shall be cumulative and not exclusive of any other rights and remedies that each may have at law or in equity. 







 ARTICLE VIII 
 MISCELLANEOUS 
 8.1 Further Execution. Each party hereto shall execute any
and all documents as are necessary or desirable to consummate the transactions contemplated by this Agreement. KUMC and RI specifically covenant that either or both of them shall, from time to time, make, execute and deliver such instruments, acts,
consents and assurances as Recipient may reasonably require to more effectively convey, transfer and vest in Recipient and to put Recipient in possession of the Technology. 
 8.2 Notices. Any notice, consent, request, approval, or other communication required or permitted to be given or made pursuant to any provision of this Agreement shall be in writing, signed by or
on behalf of the party giving or making such notice, consent, request, approval, or other communication, and delivered personally or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 

 

			
	 If to KUMC:
	 	 Ann Victoria Thomas, Esq.

General Counsel
 University of Kansas Medical
Center
 2007 Murphy
 3901 Rainbow
Boulevard
 Lawrence, Kansas 66061-7107

		
	 If to RI:
	 	 James Baxendale, MS, MBA

Director, Division of Technology
 Transfer &
Intellectual Property
 KUMC Research Institute, Inc.
 5009 Wescoe
 2901 Rainbow Boulevard
 Kansas City, Kansas 66160-7702

		
	 If to Recipient:
	 	 6609 State Line Road
 Kansas
City, Missouri 64113


 or to such other address as any party may designate by notice to the other parties hereto. Any such notice, consent,
request, approval, or other communication shall be deemed to have been given upon delivery if delivered personally, or two (2) days after it has been deposited in the mails if given by registered or certified mail. 

8.3 Binding Effect. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the respective heirs, personal representatives, successors, and assigns of the parties hereto. 







 8.4 Waiver. No delay or omission on the part of either party in exercising any right
hereunder shall operate as a waiver of such right or any other right under this Agreement. 
 8.5 Litigation Expenses. In
the event of a lawsuit by either party to enforce any provisions of this Agreement, the prevailing party shall be entitled to recover reasonable costs, expenses, and attorney’s fees from the non-prevailing party. 

8.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Kansas.

 8.7 Section Headings. The section headings herein have been inserted for convenience of reference only and shall in no
way modify or restrict any of the terms and provisions hereof. 
 8.8 Gender. In the construction of this Agreement, the
masculine shall include the feminine, and the singular the plural, in all cases where such meanings would be appropriate. 
 8.9
Severability. In the event that any provision in this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application. 
 8.10 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original. It shall not be necessary in making proof of this Agreement or any
counterpart hereof to produce or account for any of the other counterparts. 
 8.11 Entire Agreement. This Agreement
contains the entire understanding between and among the parties hereto and supersedes any prior understanding and agreements between them respecting the subject matter of this Agreement. There are no representations, agreements, arrangements or
understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. 
 8.12 Amendment. No alteration, modification or change in this Agreement shall be valid unless executed in writing by the parties hereto. 

8.13 Preparation of Documents. The parties hereto acknowledge that the law firm of Shook, Hardy & Bacon L.L.P. has
represented the Recipient in the preparation of this Agreement. This Agreement is, however, the joint work product of the parties hereto and, in the event of any ambiguity herein, no inference shall be drawn against a party by reason of document
preparation. 
 8.14 Agreement to be Confidential. Except with respect to any reports to the Board of Directors, the
governing body of the University of Kansas, or the primary funding sources for RI, and except as required by law, and, in the case of RI, except as may be required in order to maintain its status as an exempt organization under section 501(c)(3) of
the U.S. Internal Revenue Code and regulations there under, none of KUMC, RI or Recipient shall originate any publicity, news release, or other public announcement, written or oral, whether to the public,








 
press, stockholders, or otherwise, relating to this Agreement or any amendment thereto or to performance hereunder without the prior written approval of the other parties. Recipient shall not use
the name or logo of the University of Kansas, KUMC, RI, or any variant thereof or any related organization in any advertising, packaging or other promotional material in connection with the sale of a Product relating to the Technology. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. 

 

			
	UNIVERSITY OF KANSAS MEDICAL CENTER
		
	by:	 	/s/ A.L. Chapman
		 	A.L. CHAPMAN, Ph.D.
		 	 Vice Chancellor for Academic Affairs and
 Dean of Graduate Studies and Research

		 	“KUMC”


  

			
	 UNIVERSITY OF KANSAS MEDICAL CENTER
 RESEARCH INSTITUTE INC.

		
	by:	 	/s/ Thomas Noffsinger
		 	THOMAS NOFFSINGER, Ph.D.
		 	Executive Director
		 	“RI”
	
	/s/ Gary W. Wood
	GARY W. WOOD
		 	“Recipient”