Exhibit 10.1
Redactions with respect to certain portions hereof denoted with "***"
COLLABORATION AGREEMENT
This Collaboration Agreement (the "Agreement") is made as of April 14th, 2020
(the "Effective Date") by and between Anixa Biosciences, Inc., a Delaware
corporation, located at 3150 Almaden Expressway, Suite 250, San Jose, CA 95118,
U.S.A. ("Anixa"), and OntoChem GmbH, a German limited liability company, located
at Blücherstr. 24, D-06120 Halle (Saale), Germany ("OntoChem").
Anixa and
OntoChem are referred to herein individually as a "Party" and collectively as
the "Parties."
WHEREAS, the Parties wish to collaborate in the discovery and development of
novel drug candidates for the treatment of COVID-19 in accordance with the terms
and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises set
forth in this Agreement, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
DEFINED TERMS.
1.1
"AFFILIATE" MEANS, WITH RESPECT TO A PARTY, ANY ENTITY
DIRECTLY OR INDIRECTLY CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH
SUCH PARTY.
FOR PURPOSES OF THIS DEFINITION, "CONTROL" MEANS (A) OWNERSHIP OF
FIFTY PERCENT (50%) (OR SUCH LESSER PERCENTAGE WHICH IS THE MAXIMUM ALLOWED TO
BE OWNED BY A FOREIGN ENTITY OR INVESTOR IN A PARTICULAR JURISDICTION) OR MORE
OF THE OUTSTANDING VOTING STOCK OR OTHER OWNERSHIP INTEREST OF AN ENTITY, OR (B)
POSSESSION OF THE POWER TO (I) ELECT, APPOINT, DIRECT OR REMOVE FIFTY PERCENT
(50%) OR MORE OF THE MEMBERS OF THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY
OF AN ENTITY OR (II) OTHERWISE DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT
OR POLICIES OF AN ENTITY BY CONTRACT OR OTHERWISE.
1.2
"HIT COMPOUND" MEANS ANY CHEMICAL ENTITY THAT IS DETERMINED IN
PERFORMING THE RESEARCH PLAN TO MEET THE HIT CRITERIA.
1.3
"HIT CRITERIA" MEANS THE CRITERIA IDENTIFIED AS "HIT CRITERIA"
AS SET FORTH IN THE RESEARCH PLAN.
1.4
"INVENTION" MEANS ANY INVENTION, KNOW-HOW, DATA, DISCOVERY OR
PROPRIETARY INFORMATION, WHETHER OR NOT PATENTABLE, THAT IS MADE OR GENERATED
SOLELY BY THE REPRESENTATIVES OF ANIXA OR ONTOCHEM OR JOINTLY BY THE
REPRESENTATIVES OF ANIXA AND ONTOCHEM IN PERFORMING THE RESEARCH PLAN, INCLUDING
ALL INTELLECTUAL PROPERTY RIGHTS IN THE FOREGOING.
1.5
"REPRESENTATIVE" MEANS, WITH RESPECT TO A PARTY, AN OFFICER,
DIRECTOR, EMPLOYEE, AGENT OR PERMITTED SUBCONTRACTOR OF SUCH PARTY.
1.6
"RESEARCH PLAN" MEANS THE RESEARCH PLAN ATTACHED HERETO AS
EXHIBIT A.
1
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1.7
"SAR" MEANS THE RELATIONSHIP BETWEEN THE CHEMICAL OR
THREE-DIMENSIONAL STRUCTURE OF A COMPOUND AND ITS BIOLOGICAL ACTIVITY, AND
INCLUDES THE DETERMINATION OF THE CHEMICAL GROUPS RESPONSIBLE FOR EVOKING A
TARGET BIOLOGICAL EFFECT.
1.8
"TARGET" MEANS:
(A) ANY PROTEASE OF ANY CORONAVIRUS,
INCLUDING MPRO; (B) THE NSP15-PRB RIBONUCLEASE PROTEIN-PROTEIN INTERACTION; (C)
ALL MUTANTS AND VARIANTS OF ANY MOLECULE OR COMPONENT REFERENCED IN CLAUSES (A)
OR (B); AND (D) ALL TRUNCATED FORMS (INCLUDING FRAGMENTS) OF ANY MOLECULE OR
COMPONENT REFERENCED IN CLAUSES (A) OR (B) OR MUTANT OR VARIANT REFERENCED IN
CLAUSE (C).
1.9
"VARIANT" MEANS, WITH RESPECT TO ANY HIT COMPOUND: (A)