Exhibit 10.15
Confidential Treatment Requested by ITUS Corporation,
IRS Employer Identification No. 11-2622630
***CONFIDENTIAL TREATMENT REQUESTED***
Note: Confidential treatment requested with respect to certain portions hereof
denoted with "[***]"
COLLABORATION AGREEMENT
THIS AGREEMENT is entered into on November 17, 2017 (hereinafter "Effective
Date) by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. a
non-profit Florida corporation organized pursuant to Section 1004.43, Florida
Statutes, whose address is 12902 Magnolia Drive Tampa, Florida 33612 ("Moffitt")
and Certainty Therapeutics, Inc., a corporation duly organized under the laws
of
Delaware
whose address is 3150 Almaden Expressway, Suite 250, San Jose,
California 95118 (hereinafter "Company"). Moffitt and Company are hereinafter
referred to individually as "Party" and collectively as "Parties."
WHEREAS, the Company has been formed to exploit certain Intellectual Property
obtained in a license from The Wistar Institue of Anatomy and Biology pursuant
to a License Agreement between The Wistar Institute of Anatomy and Biology
("Wistar") and Company, dated November 13, 2017;
WHEREAS, Moffitt is a National Cancer Institute designated comprehensive cancer
center, a statewide research institute, and a national resource for basic
science, clinical research, and interdisciplinary approaches to research and
patient treatment;
WHEREAS, Moffitt and Company through their respective scientists and
investigators wish to jointly engage in the basic and/or translational research
project set forth in the Research Plan (defined below) to perform preclinical
testing necessary to support clinical testing in accordance with Good Laboratory
Practices (GLP) and FDA requirements.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE
PARTIES HEREBY AGREE AS FOLLOWS:
ARTICLE 1
DEFINITIONS.
1.1.
THE FOREGOING RECITALS ARE HEREBY INCORPORATED HEREIN BY
REFERENCE AND ACKNOWLEDGED AS TRUE AND CORRECT.
UNLESS SPECIFICALLY SET FORTH
TO THE CONTRARY IN THIS AGREEMENT, THE FOLLOWING TERMS, WHETHER USE IN THE
SINGULAR OR PLURAL, SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH BELOW.
(A)
"ANTI-CORRUPTION LAWS" SHALL MEAN ANY ANTI-BRIBERY AND
ANTI-CORRUPTION LAWS, RULES, REGULATIONS APPLICABLE TO A PARTY UNDER THIS
AGREEMENT (EACH AS AMENDED FROM TIME TO TIME) INCLUDING THE PREVENTION OF
CORRUPTION ACT (CAP.241) OF SINGAPORE, THE U.S. ANTI-KICKBACK LAW, U.S. FOREIGN
CORRUPT PRACTICES ACT, THE UK BRIBERY ACT 2010 AND THE OECD CONVENTION AGAINST
THE BRIBERY OF FOREIGN GOVERNMENT OFFICIALS IN INTERNATIONAL BUSINESS
TRANSACTIONS, TOGETHER WITH ANY APPLICABLE IMPLEMENTING LEGISLATION, INCLUDING
ANY APPLICABLE LOCAL LAW ADDRESSING BRIBERY OR CORRUPTION.
1
(B)
"BUDGET" SHALL MEAN THE BUDGET THAT WAS AGREED TO BY THE
PARTIES TO BE USED FOR THE PURPOSE OF PERFORMING THE RESEARCH PLAN, ATTACHED
HERETO AS EXHIBIT C, WHICH IS INCORPORATED HEREIN IN ITS ENTIRETY.
IN THE EVENT
EXHIBIT C IS BLANK OR IS NOT ATTACHED HERETO, THEN THE PARTIES UNDERSTAND AND
AGREE THAT COMPANY WILL NOT BE PROVIDING FUNDING FOR THE RESEARCH PLAN.
(C)
"CONFIDENTIAL INFORMATION" SHALL MEAN ALL INFORMATION AND
MATERIALS, INCLUDING BUT NOT LIMITED TO INVENTION DISCLOSURES, PROPRIETARY
TECHNOLOGIES, ECONOMIC INFORMATION, BUSINESS OR RESEARCH STRATEGIES, TRADE
SECRETS AND MATERIAL EMBODIMENTS THEREOF, FURNISHED BY OR ON BEHALF OF SUCH
PARTY