Exhibit 10.1


 


Binding Services Agreement (the “Agreement”)
between Wilson Wolf Manufacturing Corporation (“Wilson Wolf”) and Marker Therapeutics, Inc. (“Marker”)


 


Dated April 21, 2022


 


	Overview	
    Gas
    permeable rapid expansion technology, commonly called G-Rex®, is a technology created by Wilson Wolf and routinely
    used throughout the field of cell therapy and gene-modified cell therapy for activation, transduction, expansion, and/or concentration
    of various cells, including T cells and natural killer cells (the “G-Rex”).

     

    Marker
    is developing clinical stage antigen specific cell therapies capable of recognizing tumor associated antigens in the absence of
    genetic engineering (collectively, the “Marker Therapies”).

     

    Marker has created Quality Management System in
    compliance with Title 21 Parts 211, 600, and 1271 (the “Quality Management System”).

     

    Marker utilizes a FDA registered manufacturing
    facility that manufactures Marker Therapies using a GMP-compliant, linearly scalable, G-Rex based T-cell manufacturing process including
    manufacturing pods within a warehouse type facility (collectively, the “GMP Manufacturing Process”) and use of a cell
    culture non-proprietary media formulation that has been cleared in an FDA investigative new drug application (the “Cell Culture
    Media Formulation”).

     

    Marker’s personnel have expertise optimization
    of T cell therapy manufacturing processes using G-Rex (collectively, the “T Cell Therapy Manufacturing Expertise”).

     

    Wilson Wolf is in the business of creating products
    and services intended to simply and expedite the transition of cell therapies and gene-modified cell therapies (“CAGT”) to
    mainstream society (collectively, the “Wilson Wolf Mission”).

     

    In accordance with the “Wilson Wolf Mission,”
    Wilson Wolf formed a joint venture between Wilson Wolf, Bio-Techne, and Fresenius Kabi to market products to the CAGT community (collectively,
    “ScaleReady”).

     

    Wilson Wolf seeks to optimize G-Rex based cell
    therapies that include the optimization of manufacturing T cells with chimeric antigen receptors and the optimization of manufacturing
    T cells engineered T cell receptors (“CAR T and TCR G-Rex Optimization Work”).

     

    This Agreement sets forth the terms pursuant to
    which Wilson Wolf will make a cash payment to Marker in the amount of $8,000,000 upon signature as follows, allocated as follows:

     

    (1)    $2,000,000
    as a prepaid expense for non-exclusive training of Wilson Wolf to make, use, and sell the Cell Culture Media Formulation in pursuit of
    the Wilson Wolf Mission,

     

    (2)    $1,000,000
as a prepaid expense for non-exclusive training of Wilson Wolf to replicate the Quality Management System inclusive of all underlying
documents related thereto, none of which shall include unique information specific to the manufacture of Marker Therapies such as direct
peptide stimulation, which Wilson Wolf shall use as it sees fit in pursuit of the Wilson Wolf Mission,




 






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	 	(3)    $2,000,000
as a prepaid expense for non-exclusive training of Wilson Wolf to be able to replicate the GMP Manufacturing Process which Wilson Wolf
shall use as it sees fit in pursuit of the Wilson Wolf Mission,

                                                                                                                                        


(4)    $3,000,000
as a prepaid expense under the hired to invent doctrine for Marker to train Wilson Wolf on its T Cell Therapy Manufacturing Expertise
and to conduct CAR T and TCR G-Rex Optimization Work under the direction of Wilson Wolf (the “Work Direction”), whereunder
all intellectual property provided by Wilson Wolf or created or derived by Marker will be solely owned by Wilson Wolf, and whereby Marker
will make good faith efforts to complete the conduct of such work as soon as practicable as further defined below.


	T Cell Therapy Expertise to CAR T and TCR G-Rex Optimization Work	
    The Parties hereby recognize that the Work Direction
    will likely be in the form of one or more documents that define a mutually agreed project plan and scope which will agreed and regularly
    modified as needed by mutual agreement of the parties.

     

    In
    the course of conducting the T Cell Therapy Expertise to CAR T and TCR G-Rex Optimization Work, Wilson Wolf will make its G-Rex
    technology available to Marker free of cost and will make good faith efforts to make any of ScaleReady’s products available at the
    lowest cost possible.

     

    The
    Parties hereby agree to seek completion of the T Cell Therapy Expertise to CAR T and TCR G-Rex Optimization Work within 18 months
    from the onset of this Agreement and Wilson Wolf agrees to pay Marker an additional $1,000,000 in the event the work is completed within
    one year from the onset of this Agreement.

     

    Wilson
    Wolf will have an exclusive right to use the information. All intellectual property created or derived under the Work Direction will be
    owned by Wilson Wolf. The Parties hereby agree that Wilson Wolf will hold Marker harmless for any use of the information created from
    the T Cell Therapy Expertise to CAR T and TCR G-Rex Optimization Work which will be created under one or more separate agreement
    as needed (the “Hold Harmless Agreement”).

	Term 	The
    Effective Date of this Agreement shall be April 12, 2022 and shall continue until the fulfillment of all of Marker’s
    obligations set forth in this Agreement or in any mutually agreed upon subsequent agreements.
	Confidentiality 	Each of the Parties shall hold and maintain all information pertaining to this Agreement as confidential and will not disclose any such information to third parties other than affiliates of the Parties or those working by or on behalf of a Party or an affiliate of a Party without the express written consent of the other Party, except that Marker may disclose this Agreement to any organization that is conducting diligence with the intent of investing in Marker. 
	Fees and Expenses	Wilson Wolf and Marker each shall pay their respective legal and other fees and expenses associated with all aspects of the negotiation and execution of the transaction contemplated hereunder.



 






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	Governing Law	
    This Agreement shall be governed by the laws of
    Delaware.

     

    The parties agree to resolve any dispute under
    this Agreement by JAMS pursuant to JAMS’ Comprehensive Arbitration Rules and Procedures then in effect and judgment on the
    arbitration award may be entered in any court having jurisdiction thereof. The tribunal shall consist of one (1) arbitrator to be
    appointed by JAMS. The seat, or legal place, of arbitration shall be Wilmington, Delaware, and all proceedings and communications shall
    be in English. The arbitrator shall have no authority to award punitive or any other type of damages not measured by a party’s compensatory
    damages. Each party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrator’s fees
    and any administrative fees of arbitration.

	Taxation	Marker and Wilson Wolf agree that this Agreement, and that all payments under this Agreement, will be recognized by Marker as ordinary income for tax purposes.
	Contingency	
    As of the Effective Date of this Agreement, Marker
    hereby represents that none of the assets Marker will rely upon to perform its obligations under this Agreement are encumbered.

     

    Prior to Marker undertaking any financing that
    would encumber any of Marker’s assets necessary for Marker’s performance under this Agreement, Wilson Wolf shall have the
    first right to provide such financing on equal terms to what Marker can obtain elsewhere.

     

    In the event that
    Marker becomes insolvent, goes out of business, or an event other than force majeure occurs that cannot allow this Services Agreement
    to be fulfilled, Wilson Wolf will have right of first offer and right of first refusal for the manufacturing facility provided it is able
    and willing to meet whatever financial obligations are required to do so. Marker agrees to assist as needed to the extent permitted
    under any applicable law (including bankruptcy or insolvency statutes.

     

    This clause will not apply in the event of a merger,
    reorganization or consolidation of Marker with a third party that results in the outstanding voting securities of Marker immediately prior
    thereto ceasing to represent, or being converted into or exchanged for voting securities that do not represent, at least fifty percent
    (50%) of the combined voting power of the voting securities of the surviving entity or the parent corporation of the surviving entity
    immediately after such merger, reorganization or consolidation, or the sale or other transfer of all or substantially all of Marker’s
    business or assets.



 


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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.


 


	Wilson Wolf Manufacturing Corporation	 
	 	 
	By: John R. Wilson	 
	 	 
	Signature:	      /s/ John R. Wilson	 
	 	 
	Title: CEO	 
	 	 
	 	 
	Marker Therapeutics, Inc.	 
	 	 
	By: Peter Hoang	 
	 	 
	Signature:	      /s/ Peter Hoang	 
	 	 
	Title: CEO	 



 






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