Item
1.01 Entry into a Material Definitive Agreement.
Reference
is made to that certain exclusive license agreement, entered into on November 30, 2020 (the “License Agreement”),
between Anixa Biosciences, Inc. (the “Company”) and The Cleveland Clinic Foundation, a nonprofit Ohio corporation
(“CCF”), pursuant to which the Company was granted (i) an exclusive worldwide license to certain patents and patent
applications (the “Licensed Patents”) pertaining to the use of vaccines for the therapeutic treatment or prevention
of ovarian cancer and other types of cancers which express the anti-mullerian hormone receptor 2 protein, including an anti-mullerian
hormone receptor 2 protein containing an extracellular domain (the “Fields”) and (ii) a non-exclusive worldwide license
to use certain know-how related to the Licensed Patents that was not previously known by the Company to make, have made, use,
offer to sell, sell and import Licensed Products (as defined in the License Agreement) in the Fields.
On
January 26, 2021, the Company entered into a joint development and option agreement (the “Agreement”) with CCF pursuant
to which the parties agreed on the terms and conditions under which the parties will collaborate in efforts to develop vaccines
for the prevention or treatment of ovarian cancer and other cancers in the Fields. In consideration of its Agreement, the Company
will pay CCF a non-refundable, option fee. The Company will also provide development funding in two tranches, the first payment
will be paid within fifteen calendar days of the effective date of the Agreement and the second payment will be paid on January
31, 2022. All costs, fees and/or expenses incurred in connection with the Agreement will be paid by the party incurring such costs,
fees and/or expenses.
The
Agreement is effective as of January 26, 2021 and will remain in effect, unless earlier terminated, upon the later of (i) twenty
four months after the effective date and (ii) completion by CCF of its activities under the Work Plan (as defined in the Agreement).
The Company may terminate the Agreement at any time for any reason by giving written notice to CCF at least sixty (60) days before
such termination becomes effective. CCF may terminate the Agreement if circumstances beyond its control preclude continuation
of the Project (as defined in the Agreement) by giving written notice to Company at least thirty (30) days before such termination
becomes effective. Under certain circumstances, upon termination of the Agreement by the Company, CCF will be reimbursed by the
Company for all costs and non-cancelable commitments incurred by CCF in the performance of the Project for which Company has committed
to fund.
Inventions
made using the Licensed Patents will be owned exclusively by the party that made the invention, provided that Joint Inventions
(as defined in the Agreement) will be owned jointly. Pursuant to the Agreement, CCF has also agreed to grant the Company an exclusive
option to obtain an exclusive, royalty-bearing, worldwide license, with the right to sublicense, subject to the terms and conditions
of the License Agreement, any Patent Rights (as defined in the Agreement) relating to a CCF Invention (as defined in the Agreement)
or Joint Invention. The Agreement provides for the procedure and terms of the exercise of the option.
The
Company has agreed to indemnify CCF in connection with the Agreement and has also agreed to maintain certain insurance.
The
Agreement contains typical representations, warranties and covenants. Pursuant to the Agreement, CCF retains the right to practice
and use such Licensed Patents and the subject matter described and/or claimed therein, and to permit others at academic, government,
and not-for-profit institutions to practice and use such Licensed Patents and the subject matter described and/or claimed therein,
for its and their own research (including without limitation, pre-clinical, non-clinical and clinical research), testing, educational,
internal or patient-care purposes.