ANIX Anixa Biosciences Inc

Item 1.01         Entry into a Material Definitive Agreement.

On April 14, 2020, Anixa Biosciences, Inc. (the “Company”) entered into a collaboration agreement (the “Agreement”) with OntoChem GmbH (“OntoChem”) for the purpose of discovering and ultimately developing anti-viral drug candidates for Covid-19. Based upon criteria developed by the Company in collaboration with OntoChem, the parties have developed a research plan pursuant to which OntoChem will utilize advanced computational methods, machine learning and molecular modeling techniques to perform in silico screening of over 1.2 billion compounds in OntoChem’s chemistry and gene ontology database (including publicly available compounds and OntoChem’s proprietary libraries) to evaluate if any of these compounds could disrupt one of two key enzymes of Covid-19. Upon completion of this screening process, the Company will have the right to select up to a certain number of compounds that meet the prescribed criteria and the Company will have sole authority and control for the further development, manufacture, and commercialization of such compounds and any product candidates or products incorporating such compounds (the parties have agreed that OntoChem will not use or disclose to any third party any compounds that meet the criteria but are not selected by the Company for a negotiated period of time after the Company selection date and the Company will have a right of first negotiation if OntoChem discovers any applicable use of such rejected compounds during that time period).

The Company will own all inventions related to any of the selected compounds (other than intellectual property that was previously developed by OntoChem related to such compounds) unless the Company terminates its rights with respect to such compound or the Company’s rights to such compound are otherwise terminated in accordance with the Agreement. OntoChem has further agreed to grant the Company a license to use all of its intellectual property related to the compounds that the Company selects.

As consideration, the Company will pay to OntoChem a fixed payment of 100,002 Euros (payable in installments) and will reimburse OntoChem for its out of pocket expenses in connection with the collaboration, including an estimated 110,000 Euros for medicinal chemistry and compound synthesis. To the extent that the Company desires to engage in any additional screening, synthesis or biological testing of any compounds, the parties have agreed to negotiate the fees at a later time. The Company will further pay to OntoChem an annual fee of 10,000 U.S. Dollars for each compound that is selected (along with its variants) which such payments will be made until a negotiated end date unless sooner terminated in accordance with the Agreement. The Company has also agreed to make a single milestone payment of 300,000 U.S. Dollars after the dosing of the first patient in the first human clinical trial for the first product incorporating a compound. There shall be no royalties or additional milestone payments due for the continued development and commercialization of any compounds discovered under this collaboration.

The Agreement will remain in effect until the completion of the research program unless sooner terminated by Anixa by written notice or by either party for cause. The Company’s rights with respect to each compound will remain in full force and effect unless or until the Company provides written notice of a termination of the compound or if there has not been a patient dosed in a human clinical trial incorporating such compound by a negotiated upon date. If the Company’s rights with respect to a compound are terminated, the Company will assign to OntoChem any intellectual property related to such terminated compound and the Company will not have any further rights or any further payment obligations with respect to such compound.

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