(30) DAYS FOLLOWING EACH ANNIVERSARY OF THE DATE OF THE SELECTION
NOTICE, UNTIL FIVE (5) YEARS AFTER THE FIRST COMMERCIAL SALE OF THE FIRST
PRODUCT INCORPORATING A COMPOUND FROM SUCH LEAD SCAFFOLD, SUBJECT TO SECTION 4.3
WITH RESPECT TO ANY TERMINATED SCAFFOLD (AS DEFINED BELOW).
3.3
MILESTONE PAYMENT.
ANIXA WILL PAY ONTOCHEM A ONE-TIME
MILESTONE PAYMENT OF 300,000 U.S. DOLLARS WITHIN THIRTY (30) DAYS FOLLOWING THE
DOSING OF THE FIRST PATIENT IN THE FIRST HUMAN CLINICAL TRIAL FOR THE FIRST
PRODUCT INCORPORATING A COMPOUND FROM A LEAD SCAFFOLD.
4
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3.4
PAYMENT TERMS.
PAYMENTS TO ONTOCHEM WILL BE MADE BY CHECK OR
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH BANK ACCOUNT AS
DESIGNATED IN WRITING BY ONTOCHEM FROM TIME TO TIME.
TAXES (AND ANY PENALTIES
AND INTEREST THEREON) IMPOSED ON ANY PAYMENT MADE BY ANIXA TO ONTOCHEM WILL BE
THE RESPONSIBILITY OF ONTOCHEM. THE FEES FOR THE RESPECTIVE BANK TRANSFERS WILL
BE BORNE BY ANIXA.
3.5
FINANCIAL RECORDS.
ONTOCHEM WILL MAINTAIN COMPLETE AND
ACCURATE BOOKS AND ACCOUNTING RECORDS RELATED TO ALL OUT-OF-POCKET EXPENSES
INCURRED IN PERFORMING THE RESEARCH PLAN.
THESE RECORDS WILL BE AVAILABLE FOR
INSPECTION DURING REGULAR BUSINESS HOURS UPON REASONABLE NOTICE BY ANIXA, OR ITS
DULY AUTHORIZED REPRESENTATIVE, AT ANIXA'S EXPENSE, FOR THREE (3) YEARS
FOLLOWING THE END OF THE CALENDAR YEAR IN WHICH SUCH EXPENSES ARE INVOICED.
IF
IT IS DETERMINED THAT ANIXA HAS OVERPAID FOR ANY EXPENSES PASSED THROUGH BY
ONTOCHEM UNDER THIS AGREEMENT, ONTOCHEM WILL PROMPTLY REIMBURSE ANIXA FOR THE
AMOUNT OF SUCH OVERPAYMENT AND, IF SUCH OVERPAYMENT REPRESENTS MORE THAN FIVE
PERCENT (5%) OF THE CORRESPONDING AMOUNT DUE, ONTOCHEM WILL PAY ANIXA'S
REASONABLE FEES AND EXPENSES INCURRED IN CONNECTION WITH SUCH INSPECTION.
4.
TERM AND TERMINATION.
4.1
TERM.
UNLESS EARLIER TERMINATED IN ACCORDANCE WITH SECTION
4.2 OR 4.3, THIS AGREEMENT WILL BE IN EFFECT FROM THE EFFECTIVE DATE UNTIL
COMPLETION OF THE RESEARCH PROGRAM.
4.2
TERMINATION BY ANIXA.
THIS AGREEMENT MAY BE TERMINATED BY
ANIXA, WITHOUT CAUSE, UPON AT LEAST THIRTY (30) DAYS WRITTEN NOTICE TO
ONTOCHEM.
4.3
TERMINATION OF LEAD SCAFFOLDS.
FOR EACH LEAD SCAFFOLD, IF (A)
NEITHER ANIXA NOR ANY OF ITS AFFILIATES, LICENSEES OR ASSIGNEES HAS DOSED THE
FIRST PATIENT IN A HUMAN CLINICAL TRIAL FOR A PRODUCT INCORPORATING A COMPOUND
FROM SUCH LEAD SCAFFOLD BY THE FIFTH (5TH) ANNIVERSARY OF THE DATE OF THE
SELECTION NOTICE, OR (B) ANIXA EARLIER PROVIDES WRITTEN NOTICE OF TERMINATION OF
SUCH LEAD SCAFFOLD REFERENCING THIS SECTION 4.3, THEN SUCH LEAD SCAFFOLD (EACH,
A "TERMINATED SCAFFOLD") WILL THEREUPON CEASE TO BE A LEAD SCAFFOLD UNDER THIS
AGREEMENT AND THEREAFTER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT:
(I) ANIXA WILL PROMPTLY ASSIGN TO ONTOCHEM ALL RIGHT, TITLE AND
INTEREST IN AND TO ANY PATENTS AND PATENT APPLICATIONS OWNED BY ANIXA THAT CLAIM
SUCH TERMINATED SCAFFOLD (INCLUDING THE COMPOSITION, USE OR MANUFACTURE THEREOF)
AND, FOLLOWING SUCH ASSIGNMENT, ONTOCHEM WILL EXCLUSIVELY CONTROL THE FILING,
PROSECUTION, MAINTENANCE AND ENFORCEMENT OF SUCH PATENTS AND PATENT
APPLICATIONS; (II) THE IDENTITY, STRUCTURE AND SAR INFORMATION OF SUCH
TERMINATED SCAFFOLD