ITEM 1.01. Entry into a Material Definitive Agreement.
On January 28, 2020, AngioGenex, Inc. (AngioGenex, LICENSEE or the Company) entered into an Exclusive License Agreement with Memorial Sloan Kettering Cancer Center (MSK) relating to the licensing of two provisional patents. Licensing terms are as follows:
(a)
Equity: In partial consideration of MSK entering into Agreement, LICENSEE shall issue equity to MSK as follows:
(i)
On the Effective Date, 150,000 shares of LICENSEEs common stock; and
(ii)
On the day of IND submission to the US FDA for a Licensed Product, an additional 250,000 shares of LICENSEEs common stock
(b)
Running royalties: LICENSEE, its Affiliates, or Sublicensee shall pay to MSK a royalty in an amount equal to two- and one-half percent (2.5%) of Net Sales. If LICENSEE is required to take a license under any third party patents to make, use, sell, offer for sale, or import Licensed Products then thirty three percent (33%) of payments for such license (a Third Party Payment) may be offset from the royalty payments due MSK (if applicable) for the corresponding Royalty Year, provided that in no event shall the royalties paid to MSK be reduced by more than fifty percent (50%) of the base royalty rate.
(c)
License maintenance fees and annual minimum royalties: LICENSEE shall pay to MSK license maintenance fees and annual minimum royalty payments, due on each anniversary of the Effective Date, starting four (4) years after the Effective Date, as follows:
(i)
Ten thousand dollars ($10,000) due and payable on the fourth (4th) anniversary of the Effective Date;
(ii)
Twenty-five thousand dollars ($25,000) per year, due and payable on the fifth (5th) anniversary of the Effective Date and on every subsequent anniversary of the Effective Date until first commercial sale of a Licensed Product;
(iii)
One hundred thousand dollars ($100,000) per year, due and payable on each anniversary of the Effective Date after first commercial sale of a Licensed Product. Such annual minimum royalty payments may be credited against the running royalty payments required in Section 5.1(b) above for the same Royalty Year.
(d)
Development and regulatory milestone payments:
Within thirty (30) days of the occurrence of any of the following milestones, LICENSEE shall notify MSK of LICENSEEs, its Affiliates or a Sublicensees achievement of such milestone and pay to MSK the applicable milestone payment:
(i)
Fifty thousand dollars ($50,000) upon initiation of the first Phase 2 clinical trial of a Licensed Product;
(ii)
One hundred and fifty thousand dollars ($150,000) upon initiation of the first Phase 3 clinical trial of a Licensed Product;
(iii)
One million dollars ($1,000,000) on submission of a New Drug Application (NDA) to the US FDA for a Licensed Product;
(iv)
Five million dollars ($5,000,000) on approval of an NDA by the US FDA for a Licensed Product;
(v)
One million dollars ($1,000,000) on regulatory approval of an NDA or foreign equivalent by the competent regulatory authority for a Licensed Product, in each of the following countries: The United Kingdom, France, Germany, Spain, Italy and Japan
The above development and regulatory milestone payments are payable regardless of whether the milestones are achieved by or on behalf of Licensee, an Affiliate, a Sublicensee or other third party.