Exhibit 10.17




Cellceutix
Corporation









-and-









Girindus America,
Inc. ("Contractor")














This
Agreement (the “Agreement”) is entered into as of June 22, 2009 (“Effective
Date”) by and between Cellceutix Corporation (hereinafter “Cellceutix”), a
Delaware corporation with a principal place of business at 100 Cummings Center,
Suite 151-B, Beverly, MA 01915 and Girindus America, Inc., a Delaware
Corporation with place of business at 8560 Reading Road, Cincinnati OH
45215-5528 (hereinafter, “Contractor"), a corporation with a place of business
at 8560 Reading Road, Cincinnati, Ohio, 45215-5528 (collectively, the
“parties”).









In
consideration of the mutual covenants set forth herein and intending to be
legally bound, the parties hereto agree as follows:









1. 
Contractor agrees to manufacture for Cellceutix the compound known as Kevetrin
(tm) in accordance with the terms set forth below.









2. 
Contractor will manufacture approximately 3-4 kg of the compound, but in no
event less that 3 kg, for use in animal and human studies.  Contractor will
undertake commercially reasonable efforts to deliver the material within 75 days
of the date hereof.  The project shall be performed in accordance with the
Proposal attached hereto as Exhibit 1. If and to the extent any terms and
conditions of the Proposal including its Exhibit 1 shall deviate from or be
inconsistent with any provisions of this Agreement, the provisions of this
Agreement shall prevail.









3. 
The price for the work to be performed by Contractor will be [redacted]. 
Contractor will invoice Cellceutix according to the schedule set forth in
Exhibit 1.  The initial payment will be non-refundable except that if
Cellceutix finds Contractor's facility unacceptable upon inspection within 15
days of the date hereof, Contractor will refund the
payment.




4. 
Cellceutix representatives may visit the facility during regular business hours
within 15 days of the date hereof and at any time when the work hereunder is
being performed.  The parties will work together to schedule the visits so
as to minimize disruption to Contractor's work.  Contractor's
representatives will provide any documentation reasonably requested by
Cellceutix for the purposes of confirming the ability of Contractor to meet its
obligations hereunder or confirming that the work being performed is consistent
with the terms of this Agreement.














5. 
Warranties









All
materials will be free from claims or liens of third parties.  The final
material will at the time of its QA/QC release by the Contractor conform to the
specifications mutually agreed to by the parties in accordance with Exhibit 1
and to the certificate of analysis provided to Cellceutix with the
materials. Except for the approximately 300g of non-GMP material described
in Exhibit 1, all materials will comply in all material respects with current
Good Manufacturing Practices regulations in effect at the time of delivery to
Cellceutix.









6. 
Delivery









Delivery of the material along with a certificate of analysis and documentation
of the process used will be made to Cellceutix at Contractor's facility in
Cincinnati, Ohio.  Risk of loss will pass to Cellceutix at that time. 
If requested by Cellceutix, Contractor will arrange deliveries to a maximum of
three sites at the expense and the risk of of Cellceutix.









7. 
Acceptance









Any material delivered by Contractor will be deemed accepted by Cellceutix 30
days after the date of the delivery, unless Cellceutix notifies Contractor that
the material does not comply with paragraph 5, above.









8. 
Intellectual Property









Any invention, know-how or trade secret (whether or not patentable) developed by
Contractor or jointly by Contractor and Cellceutix in the course of performing
the work hereunder (Improvements) will be the sole property of Cellceutix. 
Contractor will promptly disclose any such invention, know-how or trade secret
to Cellceutix and will cooperate with Cellceutix in documenting ownership by
Cellceutix and in filing any intellectual property registrations (such as patent
applications) thought necessary or desirable by Cellceutix at the expense of
Cellceutix.  As used herein, "invention, know-how or trade secret" will be
deemed to include the cGMP process and all associated documentation and data
developed hereunder as well as any process improvements, alternative processes
or alternative portions of processes developed as part of the work hereunder.
Cellceuticx herewith grants Contractor a non exclusive worldwide royalty free
license with the right to grant sublicenses to Contractor’s affiliates to use
any Improvements which are of generic nature also for other projects outside of
this Agreement with third parties.









9. 
Contractor will permit Cellceutix to refer to its facility in regulatory filings
and will provide letters of reference to its Drug Master files as reasonably
necessary to support Cellceutix filings.









10. 
Either party may terminate the Agreement in the event of a material breach by
the other which breach has not been cured within 30 days of notice by the
terminating party.  In addition, Cellceutix may cancel the contract on 15
days notice to Girindus.  In the event of cancellation by Cellceutix,
Girindus will be entitled to receive all amounts billed prior to receiving
notice of cancellation, any additional amounts that have been expended and not
billed by Girindus prior to receiving notice of termination and reimbursement
for any commitments made in good faith by Girindus prior to receiving notice of
termination that cannot be reasonably avoided.









11. This
agreement may not be assigned by either party without the consent of the other
except in the event of a sale of substantially all of the stock or assets of the
assigning party.  If a party desires to assign the Agreement in accordance
with this paragraph, the assignee must agree to be bound by all of the terms
hereof and confirm this in writing to the non assigning party. .









12. Each
party represents that it is not party to any contracts with any other Person
that would interfere with or prevent their respective compliance with the terms
and provisions of this Agreement.









13. No
failure or delay by either party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or future exercise of any right,
power or privilege.









14. This
Agreement constitutes the entire agreement between the parties and, excepting
the Confidential Disclosure Agreement between the partied dated June 22, 2009,
which shall remain in effect according to its terms, supersedes any prior or
contemporaneous oral or written representation with regard to the subject matter
hereof. This Agreement may not be modified except by a writing signed by each of
the parties.









15. The
validity, interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of Delaware, without regard to its choice of
law provisions. The parties hereto hereby irrevocably and unconditionally
consent to the exclusive jurisdiction of the courts of the State of Delaware for
any action, suit or proceeding (other than appeals therefrom) arising out of or
relating to this Agreement, and agree not to commence any action, suit or
proceeding (other than appeals therefrom) related thereto except in such
courts.








16. If
any provision of this Agreement is found to be unenforceable, the remainder
shall be enforced as fully as possible and the unenforceable provision shall be
deemed modified to the limited extent required to permit its enforcement in a
manner most closely approximating the intention of the parties as expressed
herein.








IN
WITNESS WHEREOF, the parties have caused this  Agreement to be signed as of
the date first above written.







Cellceutix
Corporation







by: 
Signature /s/ George
W.
Evans                    Date:    June 22,
2009







Name:George W.
Evans






Title:  CEO






ACKNOWLEDGED,
ACCEPTED AND AGREED TO BY:







Girindus
America Inc.









by:
Signature:      /s/   F. Mark
Laskovics            Date:     June 22,
2009






Name:
F. Mark
Laskovics









Title:   President and
COO