false
0001460702
0001460702
2024-02-15
2024-02-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 15, 2024
Qualigen
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37428 |
|
26-3474527 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
5857
Owens Avenue, Suite 300, Carlsbad, California 92008
(Address
of principal executive offices) (Zip Code)
(760)
452-8111
(Registrant’s
telephone number, including area code)
n/a
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $.001 per share |
|
QLGN |
|
The
Nasdaq Capital Market of The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this
chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
February 15, 2024, we entered into a License and Sublicense Agreement with Pan-RAS Holdings, Inc., a New York corporation (“Pan-RAS”),
which contemplates an exclusive out-license of our renin-angiotensin system inhibitors (“RAS”) drug development program,
including our rights under the Exclusive License Agreement dated July 17, 2020, between our predecessor-in-interest and University of
Louisville Research Foundation, Inc. (“ULRF”), as amended by Amendment 1 dated March 17, 2021, and by Amendment 2
dated June 15, 2023 (as so amended, the “License Agreement”). The License and Sublicense Agreement with Pan-RAS also
contemplates an exclusive license to Pan-RAS of our own RAS program and its technology and know-how, and contemplates that we would effectuate
a technology-transfer to Pan-RAS.
Although
the License and Sublicense Agreement calls for a closing by March 16, 2024, Pan-RAS has the right to terminate the License and Sublicense
Agreement (for convenience and without liability) on or before March 16, 2024 if the closing has not already occurred by then. Therefore
the License and Sublicense Agreement is in essence a 30-day option in favor of Pan-RAS.
At
the contemplated closing, Pan-RAS would pay us an upfront fee of $1,000,000 in cash. In addition, Pan-RAS would become responsible to
pay on our behalf to ULRF, as and when required by the License Agreement to be paid by us to ULRF, all milestone payments required by
the License Agreement to be paid by us to ULRF. Pan-RAS would also become responsible to pay on our behalf to ULRF, as and when required
by the License Agreement to be paid by us to ULRF, all running-royalty and minimum-royalty payments required by the License Agreement
to be paid by us to ULRF.
Finally,
if the contemplated closing occurs, Pan-RAS would be required to pay to us for our own account, on a semiannual basis, royalties equal
to 1.0% of net sales of any RAS products.
We
would owe certain amounts to ULRF under the License Agreement, if, as and when we receive any Non-Royalty Sublicensing Income from Pan-RAS.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
QUALIGEN
THERAPEUTICS, INC. |
| |
|
|
| Date:
February 22, 2024 |
By: |
/s/
Michael S. Poirier |
| |
|
Michael
S. Poirier, Chief Executive Officer |
Exhibit 10.1
LICENSE
AND SUBLICENSE AGREEMENT
This License and Sublicense Agreement
(this “Agreement”) is entered into as of February 15, 2024 (the “Effective Date”) by Qualigen Therapeutics,
Inc., a Delaware corporation (“QLGN”), on the one hand, and Pan-RAS Holdings, Inc., a New York corporation (“Pan-RAS”),
on the other hand.
Reference is made to the Exclusive
License Agreement dated July 17, 2020, between QLGN’s predecessor in interest Qualigen, Inc. and University of Louisville Research
Foundation, Inc. (“ULRF”), as amended by Amendment 1 dated March 17, 2021, and by Amendment 2 dated June 15, 2023 (as
so amended, the “License Agreement”). Pursuant to a Novation Agreement dated March 1, 2021, the License Agreement was
novated from Qualigen, Inc. to QLGN.
In consideration of the mutual
covenants and promises set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, the parties agree as follows:
1. Definitions. All capitalized
terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the License Agreement. Further:
1.1 “Applicable Law”
means all applicable common-law, constitutions, statutes, ordinances, regulations, rules, or orders of any kind whatsoever of any governmental
authority, all as amended from time to time, together with any rules, regulations, and compliance guidance promulgated thereunder, as
well as foreign equivalents of any of the foregoing.
1.2 “Closing Date”
means the date on which Pan-RAS pays QLGN the Upfront Fee as set forth in Section 4.1 below.
1.3 “Person”
means any person or entity or authority.
1.4 “QLGN RAS Technology”
means all inventions, innovations, improvements, developments, discoveries, know-how and all intellectual property rights therein, which
are in each case owned or in-licensed by QLGN (other than the Licensed Patents and the Licensed Technical Knowledge), covering the composition
of matter or use of RAS compounds and drugs, as well as all data, information, documentation, scientific results, methods, processes,
techniques, practices, processes, vendor/provider lists, developments, specifications, reports, studies, analyses, and plans constituting
or arising from QLGN’s programs for the evaluation and development of RAS compounds and drugs.
1.5 “Representatives”
means a party’s Affiliates, and the party’s and its Affiliates’ respective employees, officers, directors, managers,
agents, contractors, consultants and advisors.
1.6 “Third Party”
means any Person other than (a) QLGN or Pan-RAS or (b) an Affiliate of any of them.
2. Licenses and Sublicenses.
2.1 Grants.
(a) Effective as of the Closing
Date, QLGN grants Pan-RAS a worldwide, exclusive license under the QLGN RAS Technology for the following field of use: to use, make, have
made, sell, have sold, offer for sale, import, and otherwise exploit and commercialize Licensed Products.
(b) Effective as of the Closing
Date, QLGN grants Pan-RAS a worldwide, exclusive (even as to QLGN) Sublicense under all of QLGN’s License Agreement licensee rights
under the Licensed Patents and the Licensed Methods (but subject to the terms and conditions of the License Agreement).
(c) Effective as of the Closing
Date, QLGN grants Pan-RAS a worldwide, non-exclusive Sublicense under all of QLGN’s License Agreement licensee rights under the
Licensed Technical Knowledge (but subject to the terms and conditions of the License Agreement).
2.2 Technology Transfer.
QLGN shall forthwith disclose, technology-transfer and transition to Pan-RAS (in cooperation with Pan-RAS) the QLGN RAS Technology and
QLGN’s ongoing programs for the evaluation and development of RAS compounds and drugs. QLGN shall also make available its personnel
to provide consulting services (at Pan-RAS’ expense) to Pan-RAS as reasonably requested in connection with Pan-RAS’ conduct
of the programs. QLGN consents to Pan-RAS contracting with and paying QLGN personnel to provide it with such consulting services.
2.3 Reservation of Rights.
Except for the rights specifically and unambiguously granted in this Agreement, no right or license under any intellectual property owned
or in-licensed by QLGN is hereunder granted or implied. Nothing herein shall be construed to limit or restrict, in any manner, QLGN’s
ability to use or exploit, or allow any Person to use or exploit, any non-RAS compounds, drugs, programs or other assets and business,
provided that it does not therein use or permit the use of any RAS-related ULRF Confidential Information, any Pan-RAS Confidential Information,
any Licensed Patents, any Licensed Technical Knowledge or any QLGN RAS Technology.
3. Development and Commercialization.
3.1 Diligence.
(a) Pan-RAS covenants and agrees
to use its good-faith efforts to bring about ultimately the development of Licensed Products, the obtaining of regulatory approval for
Licensed Products, and the overall commercialization of Licensed Products to generate Net Sales.
(b) Pan-RAS covenants and agrees
to use good-faith efforts to achieve the diligence milestones identified in Section 4.2 of and Exhibit C of the License Agreement to be
satisfied by the respective indicated milestone due dates.
3.2 Allocation of Responsibility.
As between QLGN and Pan-RAS, Pan-RAS owns all rights, title and interest in and to any and all Licensed Products, and all intellectual
property rights related thereto. As between QLGN and Pan-RAS, Pan-RAS has the sole responsibility to research, develop, obtain regulatory
approval for, and commercialize each Licensed Product. As between QLGN and Pan-RAS, Pan-RAS is responsible for its own expenses.
4. Financial Terms. In
partial consideration of the licenses, sublicenses and other rights granted to Pan-RAS under this Agreement:
4.1 Upfront Fee. Pan-RAS
shall pay to QLGN $1,000,000 in cash within 30 calendar days after the Effective Date, which deadline date may be extended by consent
of QLGN.
4.2 Milestone Payments. Pan-RAS
shall pay to ULRF, as and when required by the License Agreement to be paid by QLGN to ULRF, all milestone payments required by the License
Agreement to be paid by QLGN to ULRF.
4.3 Royalties; Reports.
(a) Payments to ULRF. Pan-RAS
shall pay to ULRF, as and when required by the License Agreement to be paid by QLGN to ULRF, all running-royalty (“Royalty”)
and minimum-royalty (“Annual Minimum”) payments required by the License Agreement to be paid by QLGN to ULRF. A schedule of
such payments, Royalty and Annual Minimum, referenced in this Section 4.3(a) has been provided to Pan-RAS prior
to the Effective Date.
(b) Payments to QLGN. In
addition, Pan-RAS shall pay to QLGN, on a semiannual basis (at the same times as Royalty payments are required by the License Agreement
to be paid by QLGN to ULRF), royalties equal to 1.0% of Net Sales and Licensed Services.
(c) Royalty Reports and Development
Reports. Pan-RAS agrees (for the benefit of QLGN and the benefit of ULRF as a third-party beneficiary) to comply with the obligations
of “Licensee” under Sections 6.1, 6.2 and 6.3 of the License Agreement as if such provisions were set forth herein and Pan-RAS
were “Licensee” thereunder. Pan-RAS also and separately agrees to comply with the obligations of “Licensee” under
Sections 6.1 and 6.2 of the License Agreement, mutatis mutandis, as if such provisions were set forth herein and Pan-RAS were “Licensee”
thereunder and QLGN were “ULRF” thereunder.
4.4 Patent Costs. Pan-RAS
shall pay to ULRF, as and when required by the License Agreement to be paid by QLGN to ULRF, all Patent Costs required by Sections 9.2(b)
and 9.2(c) of the License Agreement to be paid by QLGN to ULRF regarding such patenting expenses which are incurred after the Effective
Date.
(a) When and if Pan-RAS so requests,
QLGN agrees to terminate (as contemplated by Section 9.3 of the License Agreement) QLGN’s Patent Costs obligations with respect
to any given patent application or patent within the Licensed Patents in any designated country.
4.5 Records; Examinations.
Pan-RAS agrees (for the benefit of QLGN and for the benefit of ULRF as a third-party beneficiary) to comply with the obligations of “Licensee”
under Sections 5.4, 5.5 and 5.6 of the License Agreement as if such provisions were set forth herein and Pan-RAS were “Licensee”
thereunder. Pan-RAS also and separately agrees to comply with the obligations of “Licensee” under Sections 5.4 and 5.5 of
the License Agreement, mutatis mutandis, as if such provisions were set forth herein and Pan-RAS were “Licensee” thereunder
and QLGN were “ULRF” thereunder.
4.6 Taxes. Any amounts payable
by Pan-RAS to ULRF or QLGN hereunder are exclusive of, and shall not be reduced on account of, any foreign taxes, and shall be paid to
ULRF or QLGN free and clear of all foreign taxes.
4.7 Late Payments. Accrual
and payment of interest shall not be deemed to excuse or cure breaches of contract arising from late payment or nonpayment. Cumulative
with and not exclusive of any or all other available remedies, payments that are not made to QLGN when due hereunder shall (except for
any portions thereof which are subject to a good faith dispute) accrue interest, from due date until paid, at the lower of 1.5% per month
or the highest rate permitted under Applicable Law
4.8 Method of Payment. All
payments due to QLGN under this Agreement shall be paid in United States Dollars (USD) by wire transfer to a bank in the United States
designated in writing by QLGN. All references to “dollars”, USD, or “$” herein shall refer to United States Dollars.
5. Confidentiality.
5.1 As to ULRF. Pan-RAS acknowledges,
accepts and agrees (for the benefit of QLGN and also for the benefit of ULRF and ULRF’s Affiliates as third-party beneficiaries)
to comply with the obligations of “Licensee” (including, where applicable, as a “Receiving Party”) under Sections
13.1, 13.2, 13.3 and 13.4 of the License Agreement as if such provisions were set forth herein and Pan-RAS were “Licensee”
(or, where applicable, a “Receiving Party”) thereunder.
5.2 QLGN RAS Technology.
As between Pan-RAS and QLGN, the QLGN RAS Technology shall be treated as if it were Confidential Information owned by Pan-RAS and as if
it were first disclosed by Pan-RAS to QLGN, and as being governed (on such premises) under Sections 13.1, 13.2, 13.3 and 13.4 of the License
Agreement as if such provisions were set forth herein (mutatis mutandis) and QLGN were “Licensee” (or, where applicable, a
“Receiving Party”) thereunder and Pan-RAS were “ULRF” (or, where applicable, a “Receiving Party”)
thereunder.
5.3 Public Announcements.
QLGN and Pan-RAS shall cooperatively prepare a joint press release to be issued announcing execution of this Agreement. In addition, it
is understood that (as required by Applicable Law) QLGN will publicly disclose this Agreement in a filing on the Securities and Exchange
Commission’s EDGAR filing system.
6. Representations and Warranties.
6.1 Representations and Warranties
of Each Party. Each party represents and warrants to the other party that:
(a) it has full power and authority
to execute, deliver, and perform under this Agreement, and has taken all action required by Applicable Law and its organizational documents
to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement;
(b) this Agreement has been duly
authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable against
such party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general
principles of equity;
(c) all consents, approvals and
authorizations from all governmental authorities or other Third Parties required to be obtained by such party in connection with the execution
and delivery of this Agreement have been obtained;
(d) the execution and delivery
of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement do not, and the consummation
of the transactions contemplated hereby and the party’s due performance of its obligations hereunder would not, (i) conflict with
or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party
that would impair the performance of its obligations hereunder, or (iii) violate any Applicable Law; and
(e) no Person has or will have,
because of the transactions contemplated by this Agreement, any right, interest, or valid claim against or upon the other party hereto
(or ULRF) for any commission, fee or other compensation as a finder or broker because of any act by such party or its Affiliates or agents.
6.2 Further Representations and
Warranties of QLGN. QLGN represents and warrants to Pan-RAS that, to the best of QLGN’s knowledge as of the Effective Date:
(a) it is a corporation duly organized,
validly existing, and in good standing under the laws of Delaware;
(b) the License Agreement is in
full force and effect, and except pursuant to the contracts specified in the definition of “License Agreement,” QLGN has not
amended the License Agreement or waived any obligation of ULRF set forth in the License Agreement;
(c) neither QLGN nor ULRF is in
material default of any provision of the License Agreement;
(d) there are no existing or asserted
Third Party rights that would prevent QLGN from granting the licenses and other rights granted thereto hereunder;
(e) QLGN has not granted to any
Third Party any right, license or sublicense to any of the Licensed Patents, Licensed Technical Knowledge or QLGN RAS Technology;
(f) There is not outstanding any
security interest against any of the Licensed Patents, Licensed Technical Knowledge or QLGN RAS Technology;
(g) QLGN has the complete and
unencumbered right to grant the license, sublicense and other rights as granted under this Agreement;
(h) any and all issued Licensed
Patents are valid and subsisting and have not been determined by any court of competent jurisdiction to be invalid or unenforceable;
(i) there are no complaints filed
in court or otherwise overtly threatened, in each case relating to the QLGN RAS Technology or any Licensed Patents or any Licensed Technical
Knowledge, which, if decided in a manner adverse to QLGN or ULRF, might reasonably be expected to materially affect rights as contemplated
by this Agreement; and
(j) there are no judgments or
settlements against QLGN or to which it is party which might reasonably be expected to materially affect Pan-RAS’ rights as contemplated
in this Agreement.
6.3 Further Representation and
Warranty of Pan-RAS. Pan-RAS represents and warrants to QLGN that it is a limited liability company duly organized, validly existing,
and in good standing under the laws of Delaware.
7. Exclusions and Negations
of Warranties; Limitation of Liability; Patent Challenges.
7.1 Exclusions and Negations
of Warranties. Pan-RAS acknowledges, accepts and agrees (for the benefit of QLGN and also for the benefit of ULRF and the University
of Louisville as third-party beneficiaries) as set forth in Sections 7.1, 7.2 and 7.3 of the License Agreement as if such provisions were
set forth herein and Pan-RAS were “Licensee” thereunder. Pan-RAS also and separately acknowledges, accepts, and agrees as
set forth in Sections 7.1, 7.2 and 7.3 of the License Agreement, mutatis mutandis, as if such provisions were set forth herein and Pan-RAS
were “Licensee” thereunder and QLGN were “ULRF” thereunder.
7.2 Limitation of Liability and
Disclaimer.
(a) As to ULRF. Pan-RAS
acknowledges, accepts, and agrees (for the benefit of QLGN and for the benefit of ULRF and the University of Louisville as third-party
beneficiaries) as set forth in Section 7.4 of the License Agreement as if such provisions were set forth herein and Pan-RAS were “Licensee”
thereunder.
(b) Limitation of Liability
as to QLGN. Except with respect to: (a) Pan-RAS’ indemnification obligations as set forth in Article 8, or (b) intentional
misconduct or willful and knowing breach, in no event shall a party or its Representatives be responsible or liable in connection with
this Agreement for any indirect, special, punitive, incidental or consequential damages or lost profits, lost savings, lost business or
interruption of business to the other party hereto or its licensees, agents, or any other Person regardless of the form of action or legal
theory and whether in contract, tort, strict liability or otherwise, and regardless of whether the Person may have been advised of the
possibility of such damage.
(c) Disclaimer as to QLGN.
Notwithstanding the representations and warranties set forth in Article 6, Pan-RAS acknowledges and accepts the risks inherent
in drug development and in attempting to develop and commercialize any pharmaceutical product. The parties agree that there is no implied
representation that any Licensed Products can be successfully developed or commercialized. As between the parties, Pan-RAS ALONE ASSUMES
THE ENTIRE RISK AND RESPONSIBILITY FOR THE PATENTABILITY, SAFETY, EFFICACY, PERFORMANCE, DESIGN, MARKETABILITY, TITLE AND QUALITY OF ALL
PRODUCTS, INCLUDING WHETHER SUCH PRODUCTS INFRINGE ANY THIRD-PARTY RIGHTS. The express warranties set forth in Article 6 are provided
in lieu of, and EXCEPT AS MAY BE (IF AT ALL) EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY PROVIDES, ANY WARRANTIES, WHETHER WRITTEN
OR ORAL, EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS AND IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS MAY BE (IF AT ALL) EXPRESSLY WARRANTED
OTHERWISE HEREIN, EVERYTHING PROVIDED BY OR ON BEHALF OF QLGN PURSUANT TO THIS AGREEMENT IS PROVIDED “AS IS.”
7.3 Patent Challenges. Pan-RAS
accepts and agrees (for the benefit of QLGN and for the benefit of ULRF and the University of Louisville as third-party beneficiaries)
as set forth in Sections 10.1 and 10.2 of the License Agreement as if such provisions were set forth herein and Pan-RAS were “Licensee”
thereunder.
8. Indemnification and Insurance.
8.1 As to ULRF. Pan-RAS agrees
(for the benefit of QLGN and for the benefit of ULRF and the University of Louisville as third-party beneficiaries) to comply with the
obligations of “Licensee” under Sections 8.1 and 8.2 of the License Agreement as if such provisions were set forth herein
and Pan-RAS were “Licensee” thereunder.
8.2 As to QLGN. Pan-RAS also
and separately agrees to comply with the obligations of “Licensee” under Section 8.1 of the License Agreement, mutatis mutandis,
as if such provisions were set forth herein and Pan-RAS were “Licensee” thereunder and QLGN and its Representatives were “ULRF”
thereunder. If Pan-RAS is indemnifying and defending QLGN and/or QLGN’s Representatives as to such a claim, Pan-RAS shall have the
right to settle such claim; provided, that Pan-RAS agrees to obtain the prior written consent (which shall not be unreasonably withheld,
conditioned or delayed) of the indemnified Person before entering into any settlement of (or resolving by consent to the entry of judgment
upon) such claim unless (A) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any
Person by any indemnified Person (whether or not such Person is named in the claim), no requirement that any indemnified Person (whether
or not such Person is named in the claim) admit fault or culpability, and no adverse effect on any other claims that may be made by or
against any indemnified Person (whether or not such Person is named in the claim) and (B) the sole relief provided is monetary damages
that are paid in full by Pan-RAS and such settlement does not require any indemnified Person (whether or not such Person is named in the
claim) to take (or refrain from taking) any action.
9. Term and Termination.
9.1 Term. The term of this
Agreement shall commence on the Effective Date and shall continue until terminated as provided herein.
9.2 Termination for Breach.
If a party should materially violate or materially fail to perform any material term or covenant of this Agreement, then the other party
may give written notice of such default to such party. If such party should fail to cure such default within 30 days (or 10 days with
respect to any payment obligation not otherwise subject to a good faith dispute) after such notice, the other party shall have the right
to (in addition to and not in lieu of all other available rights and remedies) terminate this Agreement by giving a second written notice
(a “Notice of Termination”) to such party. If Notice of Termination is given to such party, this Agreement shall automatically
terminate on the effective date of such Notice of Termination. Notwithstanding the foregoing, if the breach, by its nature, is incurable,
the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party. The parties agree that any
failure by Pan-RAS to pay when due (subject to the 10-day cure period) and as required 100% of any amount of money owing from Pan-RAS
to QLGN as is not disputed in good faith by Pan-RAS (or, if some portion of the amount of money owing from Pan-RAS to QLGN is not disputed
in good faith by Pan-RAS and the remaining portion is disputed in good faith by Pan-RAS, 100% of the portion which is not disputed in
good faith by Pan-RAS) shall conclusively be deemed to constitute a “material” breach under this Agreement
9.3 Termination for Bankruptcy,
Etc. QLGN may, to the extent permitted by Applicable Law, terminate this Agreement immediately upon written notice to Pan-RAS if Pan-RAS
files in any court or agency pursuant to any Applicable Law, a petition in bankruptcy or insolvency or for reorganization or for an arrangement
or for the appointment of a receiver or trustee of Pan-RAS or of its assets, or if Pan-RAS is served with an involuntary petition against
it, filed in any proceeding of such sort, and such petition is not dismissed within 60 days after the filing thereof, or if Pan-RAS overtly
proposes to dissolve or liquidate, or if Pan-RAS makes an assignment for the benefit of its creditors.
9.4 Termination by Pan-RAS prior
to Closing. Pan-RAS may terminate this Agreement at any time prior to the 30th day after the Effective Date (or, if there
has been an extension of time under Section 4.1, at any time prior to the last day of such time extension).
9.5 Effect of Termination.
(a) Upon termination of this Agreement
by QLGN for any reason, all rights and licenses granted to Pan-RAS hereunder (other than those provisions that expressly survive such
termination) shall terminate. The following provisions shall survive termination of this Agreement: Articles 1, 3, 4, 5,
7, 8, 9 and 10 and Sections 2.3, 3.2 and 9.4. All previously accrued liabilities, whether for
breach or not, shall also survive termination of this Agreement.
(b) If Pan-RAS terminates this
Agreement pursuant to Section 9.2, 9.3 or 9.4, it shall not receive or retain any licenses, sublicenses or rights
set forth in Article 2 above, nor shall it have any liability with respect to the payment obligations set forth in Article
4 above.
(c) For avoidance of doubt, unless
Pan-RAS terminates this Agreement pursuant to Section 9.2, 9.3 or 9.4 - and notwithstanding any other termination
of this Agreement - Pan-RAS shall make any and all payments pursuant to Article 4 and Article 8 in accordance with the terms
thereof.
10. General Provisions.
10.1 License Agreement.
(a) Pan-RAS accepts the status
of a Sublicensee as contemplated by Section 3.1 of the License Agreement.
(b) In addition to Pan-RAS’
giving in this Agreement various express acknowledgements, acceptances and agreements to comply with License Agreement “Licensee”
obligations, etc., Pan-RAS acknowledges that in order to keep the License Agreement in effect, Pan-RAS will have to (at its own expense)
perform all the various ongoing obligations of QLGN to ULRF under the License Agreement and comply with all the various ongoing restrictions
imposed upon QLGN under the License Agreement, and accordingly Pan-RAS (for the benefit of QLGN and also for the benefit of ULRF as a
third-party beneficiary) assumes and undertakes to perform all the various ongoing obligations of QLGN to ULRF under the License Agreement
and comply with all the various ongoing restrictions imposed upon QLGN under the License Agreement; provided, that Pan-RAS shall not be
required to make any Non-Royalty Sublicense Income percentage payment to ULRF in respect of establishing Pan-RAS as a Sublicensee pursuant
to this Agreement.
(c) Regarding potential or actual
litigation as contemplated by Section 11 of the License Agreement, QLGN agrees to act thereunder as Pan-RAS from time to time instructs
(provided that any such action taken by QLGN thereunder shall be at Pan-RAS’s sole risk and expense, which QLGN shall be entitled
to require be paid by Pan-RAS in advance). It is understood that if QLGN would be entitled to any sums as a result of such Pan-RAS-instructed
litigation, such sums shall be for Pan-RAS’ benefit rather than for QLGN’s benefit.
(d) QLGN shall not, without Pan-RAS’
consent, terminate or amend the License Agreement or waive any of ULRF’s obligations under the License Agreement.
10.2 Compliance with Law.
Each party agrees that in the exercise of its rights and performance of its obligations under this Agreement (expressly including the
development, manufacture, handling, marketing, sale, distribution and use of Licensed Products), it shall (and with respect to Pan-RAS,
Pan-RAS agrees to ensure that its Affiliates, distributors, contract manufacturing organizations and contract research organizations shall)
comply in all material respects with all Applicable Law.
(a) Without limitation, Pan-RAS
agrees (for the benefit of QLGN and also for the benefit of ULRF as a third-party beneficiary): (i) that Pan-RAS will observe all United
States and foreign Applicable Laws governing the transfer to other countries of technical data related to Licensed Products, Licensed
Services or Licensed Methods, including without limitation ITAR and EAR; (ii) Pan-RAS will obtain (and will require its Affiliates (if
applicable) to obtain, such written assurances regarding export and re-export of technical data (including Licensed Products made by use
of technical data) as may be required by EAR and any similar foreign laws or regulations; and (iii) Pan-RAS hereby gives to ULRF and to
QLGN such written assurances as may be required under those Regulations.
10.3 Relationship of Parties.
Each of the parties hereto is an independent contractor and nothing in this Agreement is intended or shall be deemed to constitute a partnership,
agency, employer-employee or joint venture relationship between the parties. Neither party shall have the right to, and each party agrees
not to purport to, incur any debts or make any commitments or contracts for the other party.
10.4 Entire Agreement; Amendment.
This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes any and all prior or
contemporaneous agreements, negotiations, promises and commitments, written or oral, between the parties relating to the subject matter
hereof; provided, that any prior written confidentiality agreement is not superseded and remains in effect. Notwithstanding the foregoing,
neither party shall be relieved from any liability for any past breach of any such prior written agreement or from any express indemnification
obligation thereunder. Neither party has made any promises, representations, warranties, covenants, or undertakings, other than those
expressly set forth or referred to herein, to induce the other party to execute, deliver or authorize the execution or delivery of this
Agreement, and each party acknowledges that it has not executed, delivered or authorized the execution or delivery of this Agreement in
reliance upon any such promise, representation, or warranty, covenant or undertaking not contained herein. This Agreement may not be amended
unless and except as agreed to in writing by both parties.
10.5 Waiver. The privileges,
powers, options and rights of a party under this Agreement may be exercised from time to time, singularly or in combination, and the exercise
of one or more such privileges, powers, options or rights shall not be deemed to be a waiver of any one or more of the others. No waiver
in connection with this Agreement shall be deemed to have been made by a party unless such waiver is addressed in writing and signed by
an authorized representative of that party. The failure of a party to enforce or insist upon the strict performance of any of the terms,
provisions or conditions of this Agreement, or to exercise any option, privilege, power or right contained in this Agreement (and/or any
delay in doing any of the foregoing things), shall not be construed as a waiver or relinquishment for the future of any such term, provision,
condition or option, privilege, power or right or the waiver or relinquishment of any other term, provision, condition or option, privilege,
power or right.
10.6 Severability. This Agreement
is severable. When possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable
Law; but if any provision of this Agreement is determined by a final and binding court judgment (for which no further appeal is possible)
to be invalid, illegal or unenforceable to any extent, such provision shall not be affected or impaired up to the limits of such invalidity,
illegality or unenforceability; the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected
or impaired in any way; the affected provision shall be construed to the extent possible as if it had been written in such a way as to
both be valid, legal and enforceable and to achieve, to the greatest lawful extent, the evident economic, business and other purposes
of such invalid, illegal or unenforceable provision (or portion of provision); and the parties agree to negotiate in good faith to replace
such invalid, illegal or unenforceable provision (or portion of provision) with a valid, legal and enforceable provision that achieves,
to the greatest lawful extent, the economic, business and other purposes of such invalid, illegal or unenforceable provision (or portion
of provision).
10.7 Governing Law. This
Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to
this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising
out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this
Agreement), shall be governed by, construed in accordance with and enforced in accordance with the internal Applicable Law of the State
of California.
10.8 Jurisdiction and Venue.
The parties hereby irrevocably consent to personal jurisdiction and venue in the state and federal courts located in San Diego County,
California, and irrevocably agree to service of process issued or authorized by any such court in any such action or proceeding. The parties
hereby irrevocably waive any objection which they may now have or hereafter have to the laying of venue in the federal or state courts
located in San Diego County, California in any such action or proceeding, and hereby irrevocably waive and agree not to plead or claim
in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
10.9 Notices. Any notice,
report, request, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be addressed
as follows:
If to QLGN, to:
Qualigen Therapeutics,
Inc.
5857 Owens Avenue,
Suite 300
Carlsbad, California
92008
Attention: Chief
Executive Officer
Email: mpoirier@qlgntx.com
If to Pan-RAS, to:
Pan-RAS Holdings, Inc.
265 Sunrise Highway, Suite 1515
Rockville Centre, New York 11570
Attn: Paul A. Rachmuth, Esq.
Email: paul@paresq.com
or, in each case, to the most recent address, specified
by written notice, given to the sender pursuant to this Section.
Any such written notice, report, request, approval
or consent shall be deemed to have been given on the earliest of (a) actual receipt, or (b) if personally delivered to the party to whom
notice is to be given, the date of delivery, or (c) if sent by email, the date of transmission, if sent to such email address before 5:00
p.m. at the location of receipt on a business day, or the first business day after the date of transmission, if sent to such email address
at or after 5:00 p.m. at the location of receipt on a business day or on a day that is not a business day, or (d) if sent by overnight
courier and addressed as set forth above, the next business day after the date of deposit with such courier (by the courier’s stated
time for enabling next-business-day delivery), or if deposited after such stated time shall be deemed to be the second business day after
the date of deposit, or (e) if sent in the United States by United States certified mail, return receipt requested, postage prepaid and
addressed as set forth above, on the fifth business day after such mailing.
10.10 Costs and Expenses.
Except as otherwise expressly provided in this Agreement, each party agrees to bear all costs and expenses associated with the performance
of such party’s obligations under this Agreement.
10.11 Further Assurances.
The parties hereby covenant and agree without the necessity of any further consideration, to execute, acknowledge and deliver any and
all such other documents and instruments and take any such other action as may be reasonably necessary or appropriate to carry out the
intent and purposes of this Agreement.
10.12 Interpretation. Pan-RAS
and QLGN have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as jointly drafted by Pan-RAS and QLGN and no presumption or burden of proof
shall arise favoring or disfavoring either party by virtue of the authorship of any provision of this Agreement. The wording used in this
Agreement is the wording chosen by Pan-RAS and QLGN to express their mutual intent, and no provision of this Agreement shall be interpreted
for or against a party because that party or its attorney drafted the provision.
10.13 Headings. The descriptive
headings of this Agreement are for convenience and shall not be of dispositive force or effect in construing or interpreting any of the
provisions of this Agreement.
10.14 Counterparts. This
Agreement may be executed and delivered in counterparts, each of which shall constitute an original document, but all of which shall constitute
one and the same instrument, it being understood and agreed that delivery of a signed counterpart signature page to this Agreement by
electronic mail attachment in portable document format (“.pdf”) form, or by any other electronic means intended to preserve
the original graphic and pictorial appearance of a document, shall constitute valid and sufficient delivery thereof.
[The remainder of this page has been left blank
intentionally. The signature page follows.]
IN WITNESS WHEREOF, the
parties hereto have caused this License and Sublicense Agreement to be executed and delivered so as to be effective on the date first
set forth above (the Effective Date).
| Qualigen Therapeutics, Inc. |
|
| |
|
|
| By: |
/s/Michael S. Poirier |
|
| Name: |
Michael S. Poirier |
|
| Title: |
Chief Executive Officer |
|
| |
|
|
| Pan-RAS Holdings, Inc. |
|
| |
|
|
| By: |
/s/Paul Rachmuth |
|
| Name: |
Paul Rachmuth |
|
| Title: |
General Counsel |
|
v3.24.0.1
Cover
|
Feb. 15, 2024 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Feb. 15, 2024
|
| Entity File Number |
001-37428
|
| Entity Registrant Name |
Qualigen
Therapeutics, Inc.
|
| Entity Central Index Key |
0001460702
|
| Entity Tax Identification Number |
26-3474527
|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
5857
Owens Avenue
|
| Entity Address, Address Line Two |
Suite 300
|
| Entity Address, City or Town |
Carlsbad
|
| Entity Address, State or Province |
CA
|
| Entity Address, Postal Zip Code |
92008
|
| City Area Code |
(760)
|
| Local Phone Number |
452-8111
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Common
Stock, par value $.001 per share
|
| Trading Symbol |
QLGN
|
| Security Exchange Name |
NASDAQ
|
| Entity Emerging Growth Company |
false
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Qualigen Therapeutics (NASDAQ:QLGN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Qualigen Therapeutics (NASDAQ:QLGN)
Historical Stock Chart
From Apr 2023 to Apr 2024
